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FULL PACKET_2015-05-19
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA MAY 5, 2015 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:10 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:21 p.m.) VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES (5:18 p.m.) MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (5:24 p.m.) COUNCILMEMBERS Absent: NONE 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 5:10 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. Raul Rivera v. City of Santa Ana; Workers' Compensation Appeals Board case ADJ8666038; ADJ8666384; CITY COUNCIL MINUTES 1 MAY 5, 2015 1 0A -1 B. Ofrancia Perez v. City of Santa Ana; United States District Court Case No. SACV15- 00034 -CJC- (RNBx). 2. CONFERENCE WITH LEGAL COUNSEL -- ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) and (4) of subdivision (d) of Section 54956.9 of the Government Code: One Matter 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (POA) Santa Ana Police Management Association (PMA) Service Employees' International Union (SEIU) Full -Time Employees Service Employees' International Union (SEIU) Part-time Civil Service Employees Confidential Association of Santa Ana (CASA) Santa Ana Management Association (SAMA) Agency Negotiator: City Manager, David Cavazos Employee Organizations: Executive Management (EM) CLOSED SESSION REPORT - - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 5:56 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 MAY 5, 2015 1 0A -2 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:58 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council CESIA RUIZ & ANGEL SANCHEZ, REMINGTON ELEMENTARY P. DAVID BENAVIDES, COUNCILMEMBER EMPLOYEE SERVICE AWARDS presented by MAYOR PULIDO to: 25 YEARS OF SERVICE Silvia Cuevas, Management Analyst, Parks, Recreation and Community Services EXCEPTIONAL SERVICE AWARD presented by MAYOR PULIDO to Gene Howard for his outstanding service to the Santa Ana community. PROCLAMATION presented by COUNCILMEMBER MARTINEZ to OCTA recognizing National Bike to Work Week. CITY COUNCIL MINUTES 3 MAY 5, 2015 1 0A -3 CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MARTINEZ to the Santa Ana Active Streets Coalition recognizing National Bike Month. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MARTINEZ to Stacy Kline recognizing National Bike to School Day. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER REYNA to Gil Ontai recognizing Springfield College — Santa Ana Campus' third anniversary. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER REYNA recognizing the college volunteers at the 9t" Semi - Annual Santa Ana Youth Summit. CLOSED SESSION REPORT- Nothing to report. PUBLIC COMMENT Allyson Crosby, representing Illumination Foundation, spoke in support of Agenda Item 25E; thanked the City Council for consideration. CONSENT CALENDAR MOTION: Approve staff recommendations on the following Consent Calendar items 10A through 29A, with the following modifications: • Councilmember Martinez pulled Agenda Items 22A and 25B for separate action. MOTION: Sarmiento VOTE: AYES SECOND: Amezcua Amezcua, Benavides, Martinez, Pulido. Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) CITY COUNCIL MINUTES 4 MAY 5, 2015 1 0A -4 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF APRIL 21, 2015 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Approve Minutes. BOARDS / COMMISSIONS / COMMITTEES 13A. BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT - OCTOBER 2014 THROUGH MARCH 2015 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. 13B. NOMINATED BY THE SANTA ANA CHAMBER OF COMMERCE AS THEIR REPRESENTATIVE TO ENVIRONMENTAL AND TRANSPORTATION ADVISORY COMMITTEE (ETAC) (REPLACES D. REYES) {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint Janelle McLoughlin to the Environmental Transportation Advisory Committee. 13C. NOMINATED BY COUNCILMEMBER TINAJERO AS THE WARD 6 REPRESENTATIVE TO THE YOUTH COMMISSION (REGULAR MEMBER) FOR A FULL TERM EXPIRING DECEMBER 11, 2018. (REPLACES M. GERMAN). {STRATEGIC PLAN NO. 5, 1) — Clerk of the Council MOTION: Appoint Tabatha N. Reyes to the Youth Commission. (Ward 6 resident). 13D. COUNCIL COMMITTEE — AGENDA AND MINUTES FROM THE APRIL 27, 2015 PARKS, RECREATION, EDUCATION, & YOUTH (PREY) COUNCIL COMMITTEE {STRATEGIC PLAN NO. 5, 11 - Parks, Recreation and Community Services Agency MOTION: Receive and file. CITY COUNCIL MINUTES 5 MAY 5, 2015 1 0A -5 MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — Nothing to report. 19B. EXCUSED ABSENCES — None 19C. 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) - Finance & Management Services MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROPRIATION ADJUSTMENT — ADDITIONAL HOME INVESTMENT PARTNERSHIPS FUNDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2015 -175 - 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. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 13 -008 - AMENDMENT FOR SIX LEASED VEHICLES - {STRATEGIC PLAN NO. 5, 3, 5, 4) - (Planning & Building Agency) Finance & Management Services Councilmember Martinez noted that lease of vehicles is for enforcement of medical marijuana operations. MOTION: Amend the contract with Enterprise Fleet Management to increase the aggregate limit by $39,900 for the addition of six leased vehicles 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. CITY COUNCIL MINUTES 6 MAY 5, 2015 1 0A -6 MOTION: Martinez SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Martinez, Pulido. Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 22B. SPEC. NO. 14 -093 - PHASE II SECURITY MEASURES AT CITY HALL, ROSS ANNEX, AND CORPORATE YARD {STRATEGIC PLAN NO. 6, 1 C} - Finance & Management Services MOTION: Award a contract to Professional Access CCTV & Electrical in an amount not to exceed $73,700, subject to non - substantive changes approved by the City Manager and City Attorney. 22C. SPEC. NO. 15 -025 - TRAFFIC SIGNAL CONTROL CABINETS (NON - GENERAL FUND) {STRATEGIC PLAN NO. 6, 1, C) (Public Works Agency) - Finance & Management Services MOTION: Award a contract to Econolite Group in an amount not to exceed $73,000, subject to non - substantive changes approved by the City Manager and City Attorney. 22D. SPEC. NO. 15 -030 - SIDEWALK OFFSET GRINDING SERVICES {STRATEGIC PLAN NO. 6, 1, C} (Public Works Agency and Parks, Recreation and Community Services) - Finance & Management Services MOTION: Award a contract to BPR, Inc., subject to non - substantive changes approved by the City Manager and City Attorney, 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. PROJECTS /CHANGE ORDERS 23A. AWARD CONTRACT FOR CONSTRUCTION OF RESIDENTIAL STREET REPAIR FISCAL YEARS 2013 -2014 & 2014 -2015 (PROJECTS CITY COUNCIL MINUTES 7 MAY 5, 2015 1 0A -7 147516 & 157514) {STRATEGIC PLAN NO. 6, 1, B & G} - Public Works Agency and Community Development Agency MOTION: 1. 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 total estimated project delivery cost of $1,567,511. AGREEMENTS 25A. HISTORIC PROPERTY PRESERVATION AGREEMENTS {STRATEGIC PLAN NOS. 5, 2; 5, 3) - Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Mills Act agreements with the referenced property owners listed below for the identified structures, subject to non - substantive changes approved by the City Manager and City Attorney. 1. AGMT NO. 2015 -069 - Neda Jahangiri & P.J. Jahangiri, HPPA No. 2015 -01, 2115 North Main Street (MacFarlane House), Historic Resources Commission approved recommended action on April 2, 2015 by a vote of 5 -0 (Bauer, Collidge, Murashe abstained; Garcia absent). 2. AGMT NO. 2015 -070 - Neda Jahangiri & P.J. Jahangiri, HPPA No. 2015 -02, 2056 North Bush Street (Melton House), Historic Resources Commission approved recommended action on April 2, 2015 by a vote of 5 -0 (Bauer, Collidge, Murashe abstained; Garcia absent). 3. AGMT NO. 2015 -071 - Terry J. Brandt & Lydia E. Brandt, HPPA No. 2015 -03, 2454 North Bonnie Brae (Beyer House), Historic Resources Commission approved recommended action on April 2, 2015 by a vote of 8 -0 (Garcia absent). 4. AGMT NO. 2015 -072 - David Rance, HPPA No. 2015 -04, 2130 North Ross Street (Gregory- Johnson House), Historic Resources Commission approved recommended action on April 2, 2015 by a vote of 8 -0 (Garcia absent). 25B. AGMT NO. 2015 -073 - THE ARTS AND CULTURE MASTER PLAN {STRATEGIC PLAN NO. 5, 5A} - Community Development Agency CITY COUNCIL MINUTES 8 MAY 5, 2015 1 0A -8 Councilmember Martinez, noted for the record need to have City Council participation in the development of the Plan. Arts and Culture Commission approved recommended action on April 16, 2015 by a vote of 5 -2 (Crib and Alvarado dissented). MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Cultural Planning Group, for a one year period, terminating on May 4, 2016, in an amount not to exceed $175,568, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Pulido. Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 25C. AGMT NO. 2015 -074 - COUNTY OF ORANGE SOCIAL SERVICES AGENCY VOCATIONAL TRAINING AND WORK EXPERIENCE PROGRAM {STRATEGIC PLAN NO. 2, 4) - Community Development Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement recognizing $1,600,000 awarded to the City of Santa Ana, Santa Ana WORK Center by the County of Orange Social Services Agency effective July 1, 2015 through June 30, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. 25D. AGMT NO. 2015 -075 - CONSULTING SERVICES RELATED TO THE POLICE DEPARTMENT'S INTEGRATED SOFTWARE SYSTEM {STRATEGIC PLAN NO. 1, 2A} - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with Cit Com, Inc. in an amount not to exceed $40,600, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 9 MAY 5, 2015 1 0A -9 25E. CRISIS PREVENTION AND INTERVENTION CURRICULUM FOR AT- RISK YOUTH AND WORKFORCE DEVELOPMENT PROGRAM FOR RESIDENTS - City Manager's Office MOTION: 1. AGMT NO. 2015 -076 - Authorize the City Manager and the Clerk of the Council to execute an agreement in an 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. AGMT NO. 2015 -077- Authorize the City Manager and the Clerk of the Council to execute an agreement in an 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. 25F. AGMT NO. 2015 -078 - HVAC AND LIGHTING CONTROL SYSTEMS MAINTENANCE AGREEMENT {STRATEGIC PLAN NOS. 6, 1C & 6, 1G) - Finance & Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Siemens Industry, Inc, 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. 25G. AGMT NO. 2015 -079 AND 079A - LEASE AGREEMENT WITH AUTOZONE FOR PROPERTY AT 1101 S. BRISTOL STREET (STRATEGIC PLAN NO. 3) - City Manager's Office MOTION: Authorize the City Manager and Clerk of the Council to execute lease agreements (Short Form Lease and Freestanding Building Lease) with AutoZone West LLC, 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. CITY COUNCIL MINUTES 10 MAY 5, 2015 1 0A -10 25H. AGMT NO. 2015 -080 - PURCHASE AGREEMENT WITH CINDY HUYNH FOR BRISTOL STREET IMPROVEMENTS; 1319 NORTH BRISTOL STREET (APN 405 - 272 -14) (PROJECT NO. 116740) (NONGENERAL FUND) {STRATEGIC PLAN NO. 6, 1, G; AND 3, 2, C)- Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a purchase agreement with Cindy Huynh, in an amount of $435,000, for the full purchase price for said real property and goodwill (if any), subject to non - substantive changes approved by the City Manager and City Attorney. 251. AGMT NO. 2015 -081 — AUTOMATED WATER METER INFRASTRUCTURE FEASIBILITY STUDY AND PROJECT IMPLEMENTATION PLAN (NON - GENERAL FUND) (STRATEGIC PLAN NO. 6, 1, C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Black and Veatch Inc., subject to non - substantive changes approved by the City Manager and City Attorney, 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. MISCELLANEOUS - BUDGET 29A. FISCAL YEAR 2014 -15 THIRD QUARTER GENERAL FUND UPDATE — REVENUES AND EXPENDITURES (ACTUALS VERSUS PROJECTIONS) {STRATEGIC PLAN NO. 4, 2 b) - Finance & Management Services MOTION: Receive and file. * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR RESOLUTIONS 55A. PURCHASE OF EQUIPMENT FOR THE COUNTY OF ORANGE 80OMHZ RADIO SYSTEM (STRATEGIC PLAN NO. 1, 2) — Police CITY COUNCIL MINUTES 11 MAY 5, 2015 1 0A -11 Department; Parks, Recreation and Community Services Agency; Planning and Building Agency; and Public Works Agency MOTION: 1. AGMT NO. 2015 -082 - 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 800 Megahertz (800 MHz) Countywide Coordinated Communications System. 2. Adopt a resolution. RESOLUTION NO. 2015 -020 — A 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., FOR THE PURCHASE AND FINANCING OF EQUIPMENT NECESSARY TO IMPLEMENT THE 800 MHZ SYSTEM UPGRADE FOR P25 COMPLIANCE AND EXECUTE ANY ASSURANCES AND /OR DOCUMENTS REQUIRED FOR SAID AGREEMENT 3. AGMT NO. 2015 -083 — Authorize 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 and /or documents required for said agreement. MOTION: Benavides SECOND: Sarmiento VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None(0) CITY COUNCIL MINUTES 12 MAY 5, 2015 1 0A -12 55B. AUTHORIZE THE SUBMISSION OF APPLICATIONS FOR STATE GRANT FUNDED USED OIL PROGRAMS {STRATEGIC PLAN NO. 5, 2)- Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2015 -021 - 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 MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: REPORTS SECOND: Benavides Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None(0) 65A. REESTABLISHING THE LITTLE SAIGON BUSINESS DISTRICT MONUMENT {STRATEGIC PLAN NO. 5, 5) - City Manager's Office Mayor Pro Tern Sarmiento noted importance of monument; acknowledged leadership of Little Saigon Ambassador, Ken Nguyen and thanked him for his fundraising efforts with Little Saigon Foundation. Councilmember Tinajero is proud to re- establish monument that is entrance and roots to Little Saigon. Little Saigon Ambassador, Ken Nguyen, thanked the City Council for support. Councilmember Martinez, acknowledged Foundation and success to rebuild monument; Little Saigon has roots in Santa Ana. MOTION: Receive and file. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, CITY COUNCIL MINUTES 13 MAY 5, 2015 1 0A -13 Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None(0) 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. Consideration of matter continued from the April 21, 2015 City Council meeting by a vote of 6 -0 (Martinez absent). Mayor opened and closed the Hearing at said meeting. Staff report presented by Interim Executive Director of Planning and Building, Vince Fregoso. PROJECT HISTORY • Planning Commission approved modified project on March 23rd • Project continued at request of applicant prior to April 21st Council • Applicant intends to revert to 2012 project approvals REQUEST OF APPLICANT • Legado at the Met • Assign existing Development Agreement (2012) to the Legado Companies • All other elements of previous agreement to remain DEVELOPER BACKGROUND • Legado Companies has 50 years of development experience • Developed over 15,000 units and 500,000 square feet of retail space • Several projects in California including The 301 at City Place CITY COUNCIL MINUTES 14 MAY 5, 2015 1 OA -14 SITE LOCATION APPROVED SITE LAYOUT (2012) APPROVED Building elevations (2012) FA APPROVED building elevations (2012) Recommendation • Adopt an ordinance approving: • Assignment of Development CITY COUNCIL MINUTES 15 10A -15 Agreement No, 2015-01 MAY 5, 2015 Mayor Pulido re- opened the Hearing for additional comments. George Garcia asked about carbon emissions. There were no additional speakers and the Mayor closed the Hearing. Council discussion ensued. Mayor Pro Tern Sarmiento, noted that recommendation is a simple assignment instead of amended development agreement; proposed amended recommendation keeps .8 acres as originally designed in 2012 and requested clarification on inclusionary housing fee — will be returning to City Council in the future with amendments to Housing Opportunity Ordinance. Interim Executive Director Fregoso, explained that recommendation maintains $3,000 per unit fee which is consistent with 2012 provisions; assigns terms of original agreement unless applicant is proposing changes to project — consistent with other projects. Mayor Pro Tern Sarmiento, satisfied with fee set at $3,000; stressed importance to clarify formula in Housing Opportunity Ordinance. Mayor Pulido, asked City Attorney if there were any entitlement issues as approved by the City Council in 2012. City Attorney Carvalho, recounted that approval in 2012 was in itself an amendment to the original project; recommendation is an assignment because developer decided not to move forward with additional changes; 2012 approval is vested and transferring over. Mayor Pulido, look forward to high rise; thanked applicant. Will high rise require new Environmental Impact Report? Interim Executive Director Fregoso, indicated that if high rise tower proposed it would require new Environmental Impact Report since existing study only takes into account current number of units being built. Councilmember Martinez asked developer to be mindful of water conservation efforts. Applicant noted that project will satisfy State of California requirements and City of Santa Ana Storm water requirements. CITY COUNCIL MINUTES 16 MAY 5, 2015 1 0A -16 MOTION: AGMT NO. 2015 -084 - Approve Assignment and Assumption of Amended Development Agreement and Consent of the City of Santa Ana by and between VDC at the Met, LLC, and Legado at the Met, LLC MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Reyna Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) =0 None (0) None(0) CITY COUNCIL RECESSED AT 7:17 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED AT 7:18 P.M. WITH SAME MEMBERS PRESENT. PUBLIC COMMENTS • Joese Hernandez, concerned with various immigration issues including cost and separation of families. • Theresa Dang, member of the OC May Day Coalition, requested cancellation of city contract with Immigration and Customs Enforcement, concerned with exploitation of workers. • Karina Paredes, member of the Santa Ana Building Healthy Communities Coalition, appreciate consideration of creating of Wellness District; request scheduling consideration of matter on the May 19, 2015 City Council meeting. • Michael Klubnikin, general concerns with corruption at the County of Orange. • John Raya, founder of TKO Boxing, provided background and set of principles for their success; invited all to upcoming event at Jerome Center on May 30th • Linda Lou Kestin, concerned with safety issues in neighborhood; and overall dissatisfied with utility rate increases. • George Garcia, invited all to observe the US Flag; also suggested City sue Wells Fargo over foreclosures as did the City of Los Angeles. CITY COUNCIL MINUTES 17 MAY 5, 2015 1 0A -17 WORK STUDY SESSION WS. DEVELOPMENT OF AN EMERGENCY MANAGEMENT STRATEGIC PLAN FOR THE CITY OF SANTA ANA {STRATEGIC PLAN NO. 1, 2, 6) — Police Department Presentation by Steve Rhyner, Emergency Operations Coordinator, City of Santa Ana City Strategic Plan • Goal 1 — Community Safety • Objectives • 2 - Broaden communications, information sharing and community awareness of public safety activities. o e. Update the City's Emergency Operation Center (EOC) emergency preparedness plan to include a community evacuation strategy to respond to natural disasters. o f. Partner with emergency assistance and disaster relief organizations to promote community awareness of emergency preparedness (e.g. citywide community preparedness day). 6 - Enhance Public Safety integration, communications and community outreach. o c. Continue to develop and implement joint command level training in collaboration with the Police Department's Emergency Operations Coordinator. Where Emergency Management Was • EM program was previously housed within the Santa Ana Fire Department. • During the 2011 -2012 transition to OCFA, most EM efforts were stopped or postponed and few records were retained after. • From 2012 -2014, EM was a side duty added to existing staff in the Police Department. • Now able to transition back to a full -time EM program. Where We'd Like To Go: EM Strategic Plan Part One • Program Mission: • The mission of the City of Santa Ana's Emergency Management Program is to lead efforts to protect life, property and the environment by developing, coordinating and managing programs to prepare for, respond to, recover from, and mitigate disasters and large -scale emergencies. • 8 overall Program Goals: • Hazard Analysis and Situational Awareness • Program Development and Staff Training • Administration and Authorities CITY COUNCIL MINUTES 18 1 0A -18 MAY 5, 2015 • Community Education and Training • Planning and Procedures • Direction, Control and Coordination • Communications, Alert and Warnings • Finance and Budget • 61 individual Program Objectives: • Every step or task necessary to fulfill each of the 8 Program Goals • EM Strategic Plan, Part Two ■ 61 Program Objectives scored by: • Priority: • Low, 1 point • Medium, 2 points • High, 3 points • Current Status: • Up to Date, 1 point • Partially Complete, 2 points • Not Begun, 3 points • If other Objectives depend on it, 1 point added ■ Part Two (in table format): • Gives each Objective a score between: i 2 (Low Priority, Up to Date and no other Objectives depend on it, • 7 (High Priority, Not Begun and other Objective(s) depend on it • 2 -3's marked in green, 4 -5's marked in yellow and 6 -7's marked in red • Next step, task or comment for fulfilling each • Part Three (in table format): • 61 Program Objectives • A one -page snapshot of all 61 Objectives ranked by order of priority, 1 to 61. o The Next Steps: • 5 Program Objectives scored "7" (The Top 5) • EOC Leadership Team • Santa Ana Municipal Code • Hazard Analysis • Emergency Operations Plan • EM Program Budget o EOC Leadership Team • Former City Emergency Preparedness Committee CITY COUNCIL MINUTES 19 MAY 5, 2015 1 0A -19 • A management -level rep from each City department or outside agency w/ a role • To develop emergency plans and procedures, training requirements, EOC staffing • Provides consensus and commitment, rather than the PD deciding for everyone • Provides technical expertise the Emergency Coordinator may not have • Team members form a core of EOC staffing • Santa Ana Municipal Code • Santa Ana Municipal Code sections exist establishing: • A Disaster Council, its members and powers • The Emergency Organization for the City • The process for developing Plans and Procedures • City Responsibilities and Authorities in disaster • We don't currently follow any of these (not uncommon, most cities don't) • We are missing a Disaster Service Worker (DSW) policy for employees (a gap under state law) and for volunteers o Hazard Analysis • An up -to -date analysis and ranking of the disaster threats or hazards potentially impacting the City forms the basis for: • Emergency Operations Plan • Hazard Mitigation Plan • Staff training • Community education and outreach • Differing versions exist in different documents, and few if any current staff were involved o Emergency Operations Plan ■ Most recent version found is 2007 • Standards suggest revision every 2 -5 years ■ Outdated format, outline, procedures and terminology • Missing significant current tools (WebEOC, AlertOC) • No record of adoption by City Council (state law) • Few current City staff gave input or were involved Emergency Management Program Budget • Created 61 specific Individual Objectives to fulfill ■ EM program is new so no budget exists • Expenses now covered piecemeal from other parts of the budget o Proposed EM Program Budget • Primary budget areas: ■ CERT and Community Education CITY COUNCIL MINUTES 20 MAY 5, 2015 1 OA -20 o $25,000 • Staff Training and Development o $10,000 • EOC Facility, Equipment and IT /Comm's o $45,000 • City Emergency Supplies and Equipment o $10,000 • Centennial Park Training Center o $25,000 • $115,000 Total o 5 Program Objectives rated "T' (The Top 5) • EOC Leadership Team ■ Santa Ana Municipal Code • Hazard Analysis • Emergency Operations Plan ■ Emergency Management Program Budget City Council expressed unanimous support for program. Councilmember Martinez noted importance to fund, make priority and include in General Plan. Councilmember Reyna noted important to prioritize all funding requests and look forward to Council retreat to discuss. COMMENTS 90A. CITY MANAGER'S COMMENTS • For the record noted that not able to fund all top priorities; • Noted success of Cinco de Mayo festivities over the weekend; revenue increases over last year; and • Bike to Work week coming up and encouraged all to participate. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Attended California League of Cities meeting in Sacramento discussed water conservation efforts • Would like staff to track the following legislative items: State Storm water ballot measure aligned with Proposition 218, Senate Bill 8 related to expanding sales tax, body camera legislation, and synthetic turf issues. Will discuss city's Legislative Platform; CITY COUNCIL MINUTES 21 MAY 5, 2015 1 OA -21 • Thanked members of the community that will be attending Metropolitan Water District inspection tour on May 16th • Wished all a Happy Mother's Day. Councilmember Tinajero: • Commented on recent Joint meeting with Santa Ana Unified School District officials where they discussed at length joint use programs and funding; and • Asked City Manager to report back on how the State of Arizona, a desert, goes about water conservation efforts and address park maintenance issues while implementing drought tolerant practices. Mayor Pro Tern Sarmiento: • City Council Legislative Committee will be meeting to discuss Legislative Platform; • Attended Government Affairs Policy Committee roundtable meeting with Southern California Edison; discussed many issues including rates remaining flat in coming years; forecast includes competition with solar and advance technology — will need to remain competitive; • Cinco de Mayo being celebrated today; thanked staff for successful celebration over the weekend; • Economic Development Plan should include input from downtown businesses; and • Thanked and wished all a Happy Mother's Day. Councilmember Amezcua: • Reported that AB1217 (Orange County Fire Authority restructure) only supported by cities of Anaheim and Santa Ana; and • Wished all a Happy National Teacher Day and Mother's Day. Councilmember Reyna: • Urged all to be water wise; • Acknowledged all mothers as we celebrate Mother's Day; • August 29th will be 5k event in Downtown Santa Ana; and • City Council will not hold City Council retreat; important to set priorities and suggest no additional funding requests be approved until discussion had. Councilmember Benavides: • Thanked all members of the community that participated in the success of the Cinco de Mayo festivities and staff for coordinating the event; • Recognized mother and this coming Mother's Day weekend; publically acknowledged Mardy Ousley as she retires from the City; • Regret that City Council will not be holding retreat but hope to reschedule soon; need to develop policy to deal with project /funding requests; CITY COUNCIL MINUTES 22 MAY 5, 2015 1 OA -22 • Would like staff to continue discussions related to the Building Healthy Communities wellness district proposal and discuss next steps; • Recognized youth that received certificates of recognition at tonight's meeting; and • Shop in Santa Ana and support our local economy. Mayor Pulido: • Noted French influence in Mexico's history as it relates to Cinco de Mayo; • Met with Governor of California on water related issues; reduce amount allocated to each City by consumption; urged all to conserve and use of aquifer; need State standards on turf and macro efforts; would like to know how the City is going to achieve the water reduction mandates • May 11 th will hold press conference on Streetcar Project; and • Adjourned in Memory of Jean Louise Jirik. ADJOURNED- 8:29 p.m. The next meeting of the City Council is scheduled for Tuesday, May 19, 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. Adjourn in Memory of Jean - Louise Jirik Maria Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Proactive Rental Enforcement Program Renew • 2015 -2016 Budget Adoption • Mater Dei High School Parking Structure and School Expansion Project CITY COUNCIL MINUTES 23 MAY 5, 2015 1 OA -23 1 OA -24 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA FINANCE, ECONOMIC DEVELOPMENT, & TECHNO May 11, 2015 5:30 PM CALL TO ORDER City Hall, Ross Annex Room 1600 ' 20 Civic Center Plaza, Santa Ana, Ca Committee Members Recording PUBLIC COMMENTS - Members of the or matters within the jurisdiction of the„{; 1. Approval of Minutes 2. The Govel Ordinance 3. Update can 4. Update on u 5. ' Housing C Micfi'e pi Martinez, C Vincehf4!, rmiento, Vacant — t*uncilm- Ram 18, 2015,!Spec ' Meeting M In irperson ber #3 Secretary nutes to speak on agenda items it Drought Action Plan: Water Conservation Saba, PWA) c Plan No. 5, 4a) (Kelly Reenders, CDA) Strategic Plan {Strategic Plan No. 3, 1a) (Kelly Reenders, ity Ordinance Review {Strategic Plan No. 5, 5b) (Kelly Reenders, CDA) 6. erview ofl Upcoming implementation of the Workforce Innovation Opportunity Act {�tegic 2,41 ( Deborah Sanchez, CDA) 7. City's Purchasing Rules — Charter, Code, and policies {Strategic Plan No. 4, 1 b) (Francisco Gutierrez, FMSA, Handout) If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at �✓ (714) 647 -5624. 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 35.1021 Santa Ana City Council Miguel A. Pulido, i Sal Tinajero, Vincent F. Sarmiento,'i Michele Martinez, Mayor Ward 6 ,i Pro P Mayor Tom Ward 2 NFwiaoMama- a�so,a srme�e Warms- a�ao,o or Pro Mmm vs City Hall, 20 Civic Center Plaza • P.O. Box 1988 Mayor & Council Telephone: 714- 647.6900 • Agidalta lnpririe Angelica Amezcua,'� P. David Benavides,�� Roman Reyna, Ward 3 Ward 4 Ward 5 AA a 11 RRevnaasen ene o • Santa Ana, California 92702 s: 714- 647 -6520 • Website: www.santa- ana.org FEDT Agenda 2 May 11 2015 8. Update on potential Transportation or Infrastructure Bond Measure(s); timeline and next steps {Strategic Plan No. 41 (Handout) 9. Grant Funding Update {Strategic Plan No. 4, 3e} (Jorge Garcia, CMO) 10. FY 2013 -14 Audit Update and FY 2014 -15 Audit Plan {Strategic Plan No. 4r,,1c} (Francisco Gutierrez, FMSA) "r STAI COM ADJ1 13A -2 SANTA ANA UNIFIED SCHOOL DISTRICT /CITY OF SANTA ANA COUNCIL JOINT POLICY MEETING The Santa Ana Unified School District/City of Santa Ana Council Joint Policy Meeting will convene at Santa Ana Unified School District, 1601 E. Chestnut Ave., Santa Ana, California, in the Board Room, located on the First Floor at 5:30 p.m., Monday, May 4, 2015. AGENDA CALL TO ORDER PUBLIC PRESENTATIONS (Pursuant to Government Code 54954.3) • Individuals or groups may male presentations or bring matters to the Board's attention that is within the Board's subject matter jurisdiction. Individual speakers are allowed three minutes to address the Board on agenda or non - agenda items. 1.0 Approval of Minutes of the January 26, 2015 District/City Minutes 2.0 Student Safety Issues 2.1 Cell Tower — Portola Park (near Muir Fundamental Elementary School) 2.2 Crossing Guards 2.3 Homeless Shelter 2.4 Marijuana Dispensaries 2.5 Proposed IV Needle Exchange Program (near Davis Elementary School) 3.0 Possible Joint -Use Agreements 3.1 Master Agreement 3.2 Godinez Fundamental High School — possible use agreement with other locations in the City 3.2.1 Involving Stadium and Track Fields 3.2.2 Supported by: a. 50150 sharing of capital expense b. Irrevocable trust with annual contribution • To serve maintenance and refresh needs 3.2.3 Home Run Fence on Godinez High Ball Diamonds 3.3 Ball Diamonds at other High Schools 3.4 MacArthur Fundamental Parking Lot 3.5 Santa Ana Valley High School Sports Complex 3.6 Shared Revenue 13A -3 4.0 Parking and Traffic 4.,t Grant Site Parking (Diagonal) 4.2 Traffic Signals 5.0 Santa Ana Winds Program - Instruments 6.0 Water Conservation and Education Presentation 7.0 Updates 7.1 Street Resurfacing (Mitchell Child Development Center) 7.2 Century high School (trees on Lyon Street) 8.0 Future Items for Discussion & Planning • Garfield Elementary — Park Area • Libraries and Community Centers 9.0 Next scheduled meeting - Monday, August 3, 2015, at 5:30 p.m. - City of Santa Ana, Administration Building ADJOURNMENT City of Santa Ana Council Member Sal Tinajero Council Member Angi Amezcua Council Member Roman Reyna City Manager David Cavazos 13A -4 Santa Ana Unified School District Board of Education President John Palacio Board of Education Vice President Cecilia Iglesias Superintendent Rick Miller 2 MINUTES OF JOINT POLICY MEETING SANTA ANA UNIFIED SCHOOL DISTRICT & SANTA ANA CITY COUNCIL January 26, 2015 CALL TO ORDER Joint Policy meeting convened at 5:33 p.m. at City Hall Ross Annex Room 1600, 20 Civic Center Plaza; Santa Ana, California. ATTENDANCE City Council members Present SAUSD Board members Present Sal Tinajero Roman Reyna Angelica Amezcua John Palacio Cecilia Iglesias City Staff Present: David Cavazos, City Manager Carlos Rojas, Police Chief Gerardo Mouet, PRCSA Executive Director Ron Ono, Administrative Services Manager Jeannie Jurado, Community Services Manager Alma Flores, Office of City Manager Tanya Lyon, Strategic Communications Manager Hiram Uribe, Graphics Designer SAUSD Staff Present Rick Miller, Superintendent of Schools Stefanie Phillips, Ed. D, Deputy Superintendent, Operations David Haglund, Ed. D, Deputy Superintendent, Education Services Joe Dixon, Assistant Superintendent, Facilities & Governmental Relations Hector Rodriguez, Chief of Police, School Police Services Susie Lopez- Guerra, Ed. D., Director of Community Relations PUBLIC COMMENTS: None APPROVAL OF MINUTES FOR JUNE 10, 2013. • June 10, 2013 minutes approved as presented. City /School Joint Policy Meeting Page 1 January 26, 2015 13A -5 REVIEW OF JOINT USE ISSUES CENTENNIAL PARK HOME RUN FENCE • Mr. Ono, Admin. Services Manager presented history of 2002 Joint Use Agreement, 2010 Amendment, preparation of 2nd Amendment and District request for home run fence to remain permanently in place. • Board member Iglesias asked what does the easement say. • Exec. Director Mouet indicated the community is concerned of a permanent fence enclosing the park. This is a ball field homerun fence with openings in the fence and not a perimeter fence. • Board member Palacio indicated we should have a permanent home run fence since adult baseball is year round and the existing fence has been up for 2 years. • Board member Iglesias asked if residents will still have access to the field. • Councilmember Tinajero arrived at 5:43pm and indicated the fence has not been taken down and it does not seem to be an issue. • Councilmember Reyna indicated there are openings in the fence to provide residents access to the fields. • Superintendent Miller indicated the fence openings should be identified on the aerial. CENTENNIAL /GODINEZ SYNTHETIC TURF • Mr. Ono Admin. Services Manager presented the benefits of a synthetic turf field on Godinez H.S. Football Field. The field is currently a lighted turf field and the district is systematically converting the high school turf fields to synthetic turf for extended use and maintenance reasons. The City is proposing to make available $410,000 of soccer surcharge funds if the district provides the remaining amount needed to install synthetic turf on Godinez football field. • Mr. Dixon Assistant Superintendent indicated we should also install a rubberized track with is proposal. • Councilmember Reyna requested a cost estimate for the rubberized track. • Board member Iglesias asked how long have we had the synthetic turf and rubber track at Willard. • Mr. Mouet, Exec. Director indicated the Willard synthetic turf and rubberized turf field was completed on October 2013. The park and field improvement at Willard cost $4.4 million that was available through a Prop 84 grant. This is a youth soccer field and priority use is provided to organizations that have the most registered youth within a certain radius around the field. • Board member Iglesias indicated if the field is open, it needs supervision. Will the City staff the field when it is open? • Mr. Mouet, Exec. Director indicated we will have city staff available when the field is open. • Councilmember Tinajero indicated DYSC always staff on site that can manage the Godinez site. • Board member Palacio indicated DYSC is fenced, but Godinez field is not fenced. Difficult to manage, we need to work out the mechanics. City /School Joint Policy Meeting Page 2 January 26, 2015 13A -6 o PUBLIC COMMENTS: • Edgar Vasquez supported the need to create another synthetic turf field. He indicated a natural turf filed needs to dry out after a rain, whereas a synthetic turf field is ready to use right after a rain. Any extra fee is worth it to have another synthetic turf field. • MASTER JOINT USE AGREEMENT • Mr. Ono Admin. Services Manager presented a summary of the Master Joint Use Agreement along with a summary of the Joint Use sites. The Master Joint Use Agreement will have various supplemental agreement of each site. • Mr. Mouet, Exec. Director indicated the draft agreements will be brought back to the Joint Policy meeting in spring. • Council member Tinajero asked if the board voted on terminating the Valley Joint Use Agreement. • Board member Palacio asked if these are the only joint use sites, and maybe we should include other sites. • Council member Amezcua indicated Kennedy has a large lot that can be used for a joint use soccer field. • City Manager Cavazos asked if there is a possibility of a Joint Use Agreement on City Wi -Fi. • Board member Iglesias asked if there is a Joint Use Agreement for the Library. • Council member Tinajero indicated we did this through the implementation of the library initiative, and kept libraries open at Santa Ana, Valley, Century, and other schools. Don't know if there was a commitment to promote the program. • Board member Palacio indicated we can design school sites with a separate public access to a library portion of the school. There are examples already at other cities. We need to identify the mechanics. • Mr. Mouet, Exec. Director indicated we are designing an e- library at Roosevelt/Walker site. • Council member Tinajero indicated we have students without computers, so this is a great opportunity. MAIN AND WALNUT /TRAFFIC SAFETY ISSUE • Council member Amezcua indicated the Main/Walnut area is a problem with traffic backup. The traffic lights should be synchronized. • City Manager Cavazos indicated the city will synchronize the traffic lights. • Police Chief Rojas indicated there is only 300 feet between the intersection and the next street. It is too short and will create a traffic blockage. • Board member Palacio indicated the city needs to look at school sites in addition to lighting around school sites. • City Manager Cavazos indicated everyone wants to hurry and drive through and it is difficult for traffic guards to control. • Police Chief Rojas indicated the police department issued 72 citations in this location last year. • Council member Amezcua indicated pedestrian safety is a major concern. City /School Joint Policy Meeting Page 3 January 26, 2015 13A -7 ROOSEVELT/WALKER JOINT USE PROJECT UPDATE o Mr. Dixon, Assistant Superintendent indicated plans were submitted to DSA for approval. He indicated construction will begin this summer and completion in April next year. 24 to 30 parking spaces will be added to the site. SAUSD /CITY PARTNERSHIP ON WI-Fl SYSTEM • Superintendent Miller indicated he heard from the Mayor that the City is interested in providing Wi -Fi to Santa Ana residents. He is interested in a joint use /shared interest on this proposal and what's to know where the committee wants to go. • Council member Reyna indicated the city is proceeding with installing Wi- Fi in City Hall and the Library. • City Manager Cavazos indicated the City Hall, Library and Downtown are looking at ways for City / SAUSD to partner on the fiber backbone for the common benefit. • Board member Palacio indicated if the technology is being set up to talk to the district. • City Manager Cavazos indicated "Yes" along with Downtown. • Board member Palacio asked how do we provide service to the residents at home. • Board member Iglesias indicated Cox has a grant to partner with school districts with good rates to reach out to families. GENERAL DISCUSSION • Joint Use c Discussed earlier. • Communication • Board member Palacio indicated we have an opportunity for collaboration on projects. We need to expand this communication to other areas. We don't know what each other are doing in the areas of Homeless shelter, Approval of agreement terminations, etc. The City's Neighborhood Association and the District's PTA need to communicate together. There needs to be a point of communication. • Ms. Lyon Strategic Communications Manager indicated we have provided coordinated meetings with the districts PIO on City messages. Council member Reyna talked about using the marquee. We also use the water bills to communicate along with other ways to improve communications. • Board member Palacio indicated when we have any significant changes; the city needs to call so the district understands issues. • Council member Tinajero indicated the School Superintendent and the City Manger are the key staff persons that need to communicate with each other including the PIO. • Board member Palacio indicated between now and next meeting we need to identify issues to discuss. • Council member Tinajero indicated when there is a policy meeting we need to communicate with each other. We meet every quarter, but if necessary and if the subject requires it we should call a special meeting to inform each other. City /School Joint Policy Meeting Page 4 January 26, 2015 13A -8 o Board member Iglesias invited City Council to attend the next graduation ceremonies. Council member Tinajero and Reyna expressed appreciation for the offer. Security • City Manager Cavazos indicated City Council added 10 police officer and proposing more positions in the budget. They are doing a great job, but need to add additional officers. • Board member Palacio asked about the park rangers and park ambassadors. On adjoining school /park sites, how does it impact the school sites? • City Manager Cavazos indicated the plan proposes 15 park ambassadors and one police officer that will be supported by current officers. There are 3 options (Option A, B, & C.) that will be considered by City Council. Whatever option is selected there will be no diminishing of security coverage in the parks. • Police Chief Rojas indicated mounted police will be deployed at Santiago Park and will expand to Centennial Park. • Board member Palacio ask how will the city decision impact the school district. • Mr. Mouet, Exec. Director indicated 10 years ago we indicated Park Rangers should not do the task of law enforcement. SAPD should handle law enforcement issues. Currently Park Rangers are dispatched through SAPID dispatchers. Park Rangers clock out at 10:OOpm, but the park closes at 11:OOpm. If Park Ambassadors are approved they will coordinate with SAPD. • Council member Tinajero indicated we need to capitalize on our relationship and work together. • Board member Palacio indicated parking is a big issue around schools. Need to look at diagonal parking to increase parking at schools. Need to identity at a future meeting. We also need to look at double headed street light fixtures adjacent to schools to provide increase lighting around the school perimeter. • Board member Iglesias also asked about maximizing the parking space around schools. • City manager Cavazos indicated the city provided free parking for Mater dei and now they are considering building a parking structure. DISCUSS SCHEDULE FOR NEXT MEETING o Next meeting May 4, 2015. ADJOURNED: 7:08 p.m. A , Gerardo Mouet, Exe uti e Director City of Santa Ana PR A City /School Joint Policy Meeting Page 5 13A -9 January 26, 2015 13A -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR APRIL 2015 {STRATEGIC PLAN NO. 5, 11 CITY MANAGER RECOMMENCED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1ef Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for April 2015. DISCUSSION The April 2015 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. The Strategic Plan Monthly Reports are available on the City's website at: http: / /www.santa- ana.org /strategic - planning/ 19C -1 19C -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2015 {STRATEGIC PLAN NO. 4, 1} CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION 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 In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. State statutes require that a quarterly report be submitted within 30 days following the end of the quarter covered by the report; however, our office continues to provide this information to the City Council monthly. Quarter- ending reports continue to be presented at a City Council meeting. The legislation dictates that this quarterly report contain the seven major elements listed below: Type of investments, Date of maturity, 3. Par and dollar amounts invested in each security, 4. Weighted average maturity of the investments, 5. Market value as of the date of the report, 6. Source of the market value information, and 7. Any funds, investments or programs, including loans, under the management of contracted parties. These requirements, which became effective on January 1, 1996, mandate that a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly -and quarter- ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. 1913-1 Quarterly Report of Investments May 19, 2015 Page 2 The attached report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of March 31, 2015. The following table represents percentage policy limits set by the City's Investment Policy and State Law and respective types, amounts and percentages, as of March 31, 2015. Type of Investment in $ in % COSA Policy Limits State Law Limits Certificate of Deposit (CD) $0.00 0.00% 30% 30% Federal Farm Credit Bank (FFCB) $56,322,700.00 19.25% None None Federal Home Loan Bank (FHLB) $58,093,500.00 19.86% None None Federal Home Loan Mortgage Corp. (FHLMC) $56,995,750.00 19.48% None None Federal National Mortgage Association (FNMA) $68,130,000.00 23.29% None None Overnight Sweep (CP) $25,000,000.00 8.55% 25% 25% Local Agency Investment Fund (LAIF) $28,008,606.69 9.57% None None Sub -Total $292,550,556.69 100.0096 None None Cash $16,871,923.90 Total $309,422,480.59 t Restricted cash is held by Trustee, Bank of New York Mellon and is segregated from cash used for daily operations. The following graph represents percentages within the respective investment types, as of March 31, 2015. City of Santa Ana Investment Portfolio Asset Allocation (LAIF)----- March 31, 2015 10% Z Sweep (CP) 9% (FNMA) 23% • Federal Farm Credit Bank (FFCB) • Federal Home Loan Mortgage Corp. (FHLMC) • Overnight Sweep (CP) (FFCB) 19% (FHLB) (FHLMC) 19% • Federal Home Loan Bank (FHLB) Federal National Mortgage Association (FNMA) • Local Agency Investment Fund (LAIF) 1901-2 Quarterly Report of Investments May 19, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. 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N N C W ma�M'nyy M V VM N) C n m m m ry m m m M M m m N N �2 r r ') r - - P +- r r - .- 9 ' U r u c 2 °M m'�mn n nnMmm�'eRmmc1Oi in u, nMMrommMm.:nmm.`nmmmmmmmmmmc� in in o'rmmm nmMMMM 19D-8 c 0 N v N a E a3 oa' M Ub F2 n T m �n o 9s N y'N C N m q N N � a < � O L N' N g m m a+ C C E E m C ( N Q (D t6a� NmM a � m 46 y U O .2 m .. N N 0 C3 0' d m v �a o � p, a' mu n m v ' u w � N N Q Q 9c C N _A N '9 F # j � N 19D-9 4 a � U r U 0 N a° a R a o" rc \\\\ \ \): ]! § §§ 1§D.10 i ( § ) / }\ \ \ \ \\ § Lo %a2# / %0 � 0. \\\\ \ \): ]! § §§ 1§D.10 i ( § ) m \ ` \) (r m � / / ) , :5\ � i-3: 0 }: \0aClna \}\\(\\\ !;f§;Z..... §E 1§D.11 > §t>:§§! )\) \)()) \ ` \) =2 \J E§s« \ \�2 � / / ) , :5\ � i-3: 0 }: \0aClna \}\\(\\\ !;f§;Z..... §E 1§D.11 > §t>:§§! )\) \)()) 19D -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: REQUEST FOR PROPOSALS FOR AFFORDABLE RENTAL HOUSING DEVELOPMENT (STRATEGIC PLAN NO 5, 3) C4. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY APPROVED 0 As Recommended 0 As Amended p Ordinance on I" Reading 0 Ordinance on 2ntl Reading Il Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Community Development Agency to release a Request for Proposals on June 1, 2015 to qualified affordable housing developers seeking proposals to fund affordable rental project(s) to be developed In the City of Santa Ana with funding from the HOME Investment Partnership Program funds, Community Development Block Grant program funds, Project Based Vouchers and the Inclusionary Housing Fund, subject to non- substantive changes approved by the City Manager and the City Attorney, DISCUSSION The City of Santa Ana ( "City ") annually receives federal grant funds through the HOME Investment Partnership Program (HOME) and Community Development Block Grant (CDBG) for the development of affordable housing. The U.S. Department of Housing and Urban Development (HUD) has commitment deadlines. In addition, the City has Incluslonary Housing Funds from our In -Lieu Fee Payment as a result of our Housing Opportunity Ordinance. Staff is requesting authorization to distribute a Request for Proposals (RFP) (Exhibit 1) for affordable rental project(s) to be developed in Santa Ana. The project types that are being solicited are for acquisition and rehabilitation of existing rental projects and new construction affordable rental projects in Santa Ana. The maximum funding available will be as follows; 24 Project Based Vouchers from the Housing Authority of the City of Santa Ana for New Construction or Acquisition /Rehabilitation Project $1,575,000 in Incluslonary Housing Funds from the Housing Opportunity Ordinance m $500,000 in CDBG funds for Acquisition and Rehabilitation Projects only 19E -1 RFP Affordable Housing May 19, 2015 Page 2 $830,000 in HOME Program funds, with priority for CHDO projects, that must be committed by July 31 2016 - $830,000 in HOME Program funds that must be committed by July 31 2017, subject to change based on the City's annual HUD allocation and program income Based on the new HOME rules, HOME commitments cannot occur until all other financing for the project has been fully committed. Due to this change in HOME rules, the City will be soliciting for future commitments of HOME funds, including Community Housing Development Organizations (CHDO) funds. The selected developer(s) will be responsible for contributing additional funds as may be necessary, for securing the land and constructing the Improvements, as well as be responsible for lease -up and operation of the projects. The RFP is scheduled for release on June 1, 2015 with first round proposals due August 21, 2015, and second round proposals for any remaining funds tentatively due November 2, 2015. The second round of proposals will provide time for developers to assemble their project's financing as City funds are available after the first round of proposals. In addition, the Successor Housing Authority of the former Redevelopment Agency of the City of Santa Ana ( "Successor Housing Authority") anticipates releasing a Request for Proposals over the summer for several sites owned by the Successor Housing Authority. The second round of proposals will also allow time for developers to respond to both housing RFPs. Notices of funding availability will be placed on the City's website, published in a general circulation newspaper, and directly emailed to local housing developers who have previously shown an interest in housing development projects. Following review of the proposals received, the recommendations will be submitted for City Council's final approval. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement and Sustainability, Objective #3, (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL I PACT There is no fiscal Impact associated with this action. 19E -2 RPP Affordable Housing May 19, 2016 Page 3 Kelly Ree rs Executive Director Community Development Agency KR/NV /sb Exhibit: 1, Draft Request for Proposals 19E -3 19E -4 Issue Deadline Response Po Proposal Due I Second Round REQUEST FOR PROPOSALS RFP# AFFORDABLE HOUSING DEVELOPMENT F, i6 June 1, 2015 August 7, 2015 August 14, 2015 August 21, 2015 November 2, 2015 at 5:00 p.m. at 5:00 p.m. at 12:00 p.m. of 12:00 p.m. NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for development of affordable housing projects. Responses to this Request for Proposals will be accepted until Monday, June 1, 2015 at 12:00 noon. Proposals for available funds not awarded through the first round (if any) will be accepted until November 2, 2015 at 12:00 noon. If further information is required regarding this Request for Prop sals, contact Ms. Natalie Verlinich, Housing Programs Analyst at (714) 667 -2267 or NVerlinich @santa- ana.ora. MAILED, DELIVERED BY HAND, OR COURIERED proposals will be City of Santa Ana Natalie Verlinich, Housing Programs Analyst Community Development Agency 20 Civic Center Plaza, Sixth Floor Santa Ana, CA 92701 It is the responsibility of the proposer to ensure that any pi received by the City of Santa Ana prior to tUinLoposa I due Proposals shall be made in writing via The time the proposal is received in the Corn Ana, CA 92701 will be the governing time for will be returned to proposer ed. Tele€ ONLY SEALED RFP DO NOT E -MAIL RFP DO NOT FAX ows: hall have s regard to be uest for Civic Center Plaza, 6t" Floor, Santa igposals will NOT be considered and City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 1 19E -6 will not be accepted. 0 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSING DEVELOPMENT (RFP) I. INTRODUCTION II. SCOPE OF WORK /SERVICES III. GENERAL INFORMATION IV. COORDINATION V. DEVELOPER RESPONSIBILITIES VI. CITY BUSINESS LICENSE VII. RULES FOR PROPOSALS VIII. PRE - PROPOSAL MEETING IX. E -MAIL COMMUNICATIONS INT TIONS /CL ATIONS X. ADDENDA XI. SUBM NTS INFO TIO 6 XII. MINI QUALIFIC S XIII. SUBMI QUIRE S XIV__ F_VELOPER T LAND LUATION FILING City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 2 19t -7 PAGE 4 4 4 5 5 5 5 6 6 6 8 9 9 25 0 19 20 21 22 23 EXHIBIT PROPOSER'SSTATEMENT: PROPOSAL AND CONTRACT AGREEMENT 34 EXHIBIT E PROPOSAL CONTRACT AND AGREEMENT — CERTIFICATION OF NONDISCRIMINATION 35 EXHIBIT F NON- COLLUSION AFFIDAVIT 37 City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 3 19E -8 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSINGXWELOPME INTRODUCTION The City of Santa Ana is issuing this Request for P the City. Proposed developments may be new c multifamily rental units. The maximum funding a The p 'onal staff. Theme I resi businesses, gov at all ti nd adhere to P) for c and /or of the_City of (RFP) of affordable housing within and rehabilitation of existing New Construction or unity Ordinan only that must be committed by July 31, subject to change based on to the Affordable Housing Development per ent develo apable of providing experienced, knowledgeable and e responsive and maintain excellent working relationships with city Ffi nd City staff. The Developer shall provide adequate staffing levels ed sc les. The Developer shall be knowledgeable of and comply with ing the Santa Ana Municipal Code, the federal Community Development Project Based Vouchers regulations and the federal HOME Investment s to their proposal. Please note the new HOME regulations and Final Rule A. The term of the Loan Agreement will begin after the contract is awarded by the City Council. B. 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. C. The Developer 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. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 R�49 Q IV. V VI VII. E. F 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 and /or any aspect of a proposal prior to award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in proposal. 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. The City reserves the right to reject, replace and approve any and 0ntractors. All subcontractor(s) shall be identified in the response to the the City reserves the right to reject any subcontractor(s). Subcontractors shall be the responsibili eve to per and the City shall assume no liability of such subcontractors. COORDINATION Coordination by the awarded Developer with lqa achieve satisfactory and timely delivery of the requ to, coordination with impacted businesses, neighborl and attendance at Community Redeg2=ent and Ho The City will decide the manner in %4 coordination efforts may be performed City or by the City only. When coordin through the City. other contractors a will be required to but not be limited ate agency boards, ncil meetings. will be conducted. At the City's option, 6 t, by the Developer acting through the ch agreements shall be coordinated aspects of the development, and for insuring that the i dicable federal and state laws and HOME and CDBG oject is developed and operated in accordance with development process. red to obtain a City of Santa Ana Business license within 30 -days of selection project manager or designee prior to commencing any work in Santa Ana. The signer of the RFP mus eclare 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 (Exhibit E). VIII. PRE - PROPOSAL MEETING The City will not have a pre - proposal meeting for this Affordable Housing RFP. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 5 19E -10 IX. E -MAIL COMMUNICATIONS AND INTERPRETATIONS /CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of requirements identified herein including the Scope of Service, Every request for such an interpretation must be made in writing via e- mail to the Housing Programs Analyst no later than Friday, August 7, 2015 at 5:00 p.m. Significant interpretations or clarification will be made by an addendum to this hich will be posted to the website. Addenda may become part of the agreement documents. X. ADDENDA EU M11 l� If clarification or interpretation of this RFP is consi and the information will be posted on the City's w It is the responsibility of each proposer to per and reviewed any and all addenda to this RFP. ry by thelffiff& written addendum shall be issued the City's website toqWe that they have received Statement of Qualifications (SOQ). The SOQ must include the following components: 1. Developer Team. An organizational chart showing lines of responsibility, as well as a list of team members and their duties as part of the team. If the developer is a nonprofit corporation, or if a nonprofit is one of the team members, the SOQ must include documentation that the corporation is certified by the U.S. Internal Revenue Service as a 501(c)3 tax exempt non - profit corporation, and is in good standing with both state and federal compliance. Nonprofits who wish to be considered for funding under the Community Housing Development City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19P -11 Organization (CHDO) component of the HOME Program must complete and include a CHDO checklist, as well as the required supporting documentation. The CHDO checklist is available on HUD's website. CHDO certification from another jurisdiction is not acceptable. They must also describe their ability to comply with the new HUD requirements for CHDOs. Developer needs to identify if any contractor(s) and /or subcontractor(s) are a subsidiary to any member of the development team. 2. Developer Experience. A narrative describing recent afforda experience, with an emphasis on experience gained in the la . proposed. a. Include project name and type (special nee team members, unit count and bedroom description. b. Include a description of how neighborho u projects. 3. Financial Capacity. Description of ial strength a sufficient equity for the successful c f the pro a. Include a description of current b. The developer w who will ret statements e guarantee that 4. iRefere lude a li ma o a maw All Droisals must conta for rec interest last thre rs. Becau` stateme ill remain ifor, large rdability r ential development and management rs on projects similar to the one being was solicited and etc.), project address, developer kts, and funding sources in your development of these PF obtain project fins g, and to provide ect. erence public agency partners and professional lenders and % rm did cation of the project(s) worked on. SOQs must be uding fr ac covers, section dividers, and exhibits. submission requirements: 1. Project tion. Detaile concise rrative describing the proposed project, including at a minimum and as app a the develo nt concept for the site or a description (with photographs) of the building to be acquired, ed buildi uare footage, number of units /bedrooms, total parking spaces, proposed ingress and egres , osed and tenant incomes, any special needs groups to be served, amenities to be provided to the ten dent manager's unit. If there will not be a resident manager for a rental project, describe in deta he project will be managed. For all projects, the narrative must also address site control, current zoning and any required zoning changes, anticipated development cost, City funds required and required City loan terms, developer access to additional funds required by the project, and must provide proof that the property is under contract. This narrative should be accompanied by a site map showing the project's location. 2. Development Pro Forma that identifies the sources and uses of all funds necessary to complete the project, and that includes the project's anticipated cash flows over a period of years equal to 15 years and 30 years. The pro City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 7 19E -12 forma should identify important underlying assumptions that govern the cash flows, including but not necessarily limited to the amounts and frequency of loan repayments (all sources), annual rent increases, occupancy levels, operating costs as a percent of revenue, timing and amounts of replacement costs. The developer should indicate whether the cost estimates in the Sources and Uses budget assume the payment of Davis Bacon wages and relocation benefits, if applicable. The pro forma must include a calculation of the return on investment to the developer. This will enable the City to comply with the new HUD requirement that it evaluate the reasonableness of the "level of profit or return on owner's or developer's investment in a project." To date, HUD has provided no further guidance on the required evaluation. 3. Projected Rental Income. Include evidence that the rental achievable. If proposing all rents to be at low- income, i achievable. , 4. Section 3 and Section 504 Compliance. Describe the for maximum feasible participation of local low inc i funded projects. Describe how the project will eloK relevant components of the Americans with Disa , Act. 5. Proposed Development Schedule. Taking as a sta provide a proposed development ule that acquisition, additional required loan ents and approvals if necessary, preparation a of c construction, and lease -up. The schedul st r City cannot commit HOME funds to the p t unti has obtained firm c for all ad al requ signed a loan agre 6. Current Tenants. P a listing 4&1 tenants 7. Exh 10. Exhibit E- 11. ExhibitF — fact residing in 9ncil approval o roposed City loan, n )wing milestoes minimum: Site all other funding sources, zoning change ins, start of construction, completion of the new HOME Program regulation the n underwriting, until the developer I the City and the developer have if applicable. I General Liability Policy. Not required until after The proposal must be comolefflWonsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserve 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. XIV. DEVELOPER SELECTION —PROPOSAL AND EVALUATION Immediately following the submission deadline, the Community Development Agency will create a review panel City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19 -13 composed of City staff from relevant City departments. Each member of this panel will evaluate and rank each proposal using the evaluation criteria listed below: 1. Demonstrated ability of the developer team to develop. Capacity to obtain such additional funding as may be necessary, to obtain the necessary entitlements, to successfully manage and complete the construction process as quickly as possible. (20 percent) 2. Demonstrated ability to manage affordable rental units so as to insure both ongoing compliance with affordability requirements and long term financial solvency. (15 pert 3. Demonstrated readiness of the proposed project to financing. Appropriate zoning. (30 percent) 4. Proposed levels of affordability. (15 percent) 5. Extent to which City funds will be leveraged by 6. Anticipated cash flows as shown by pro forma. (10 Bonus Points: The City's desire is fo Additionally, the City wishes to have a have a project which incorporates two a Once the panel has completed its review interview with the panel. XV. PUBLIC RECORDS Pror with .'- Ps : your reques i M -37, Santa XVI. FILING A nds as shown by sou site control and availability of uses budget. (10 percent) -e located in Oran ounty, California. target areas identified in this RFP, and to )r larger families. the top rated proposers to an nt. Interested offerors may submit a written request, the evaluation. Proposer information identified as he extent allowed under the California Public Records Development Agency, Attn: Natalie Verlinich, 20 Civic Proposers may file a t" wi City's Community Development Agency. In order for a proposer's protest to be considered valid, the vy, s 1. Be filed in writing within fide (5) business days of either the RFQ/RFP posted date or before 5:00 p.m. of the 5th business day following the posting of RFQ/RFP results /Notice of Intent to Award Contract on the City's website; 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 9 19E -14 the Agency's Housing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Housing Manager will provide a written decision to the protestor within fourteen (14) calendar days from receipt of protest. The decision from the Housing Manager, or her designee, is final and no further appeals will be considered. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 10 19 -15 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSING DEVELOPMENT EXHIBIT A — SCOPE OF SERVICES I. INTRODUCTION In order to meet the City's goals, the City is soliciting proposals for the development of affordable housing projects from developers who are experienced, very knowledgeable of HUD programs and its requirements, financially creative and capable of developing, managing and maintaining high quality housing. City will entertain proposals for the following type of projects: • New Construction of Residential Rental Projects • Acquisition and Rehabilitation of Existing Residential Re The maximum funding available will be as follows: 24 Project Based Vouchers from the Housing Alftrit, Acquisition /Rehabilitation Project $1,875,000 in Inclusionary Housing Funds from the Hou $500,000 in CDBG funds for Acquisi ' Rehabilitatior $830,000 in HOME Program funds, for CHDO $830,000 in HOME Program funds th u mmit City's annual HUD allocation and progra 4om of the City of Santa Ordinance New Construction or subject to change based on the A. DEVELOPMENT SITE The City is not making any parcels it owns available for development through this RFP, and it will entertain proposals for suitable properties located anywhere in the City. However, the City prefers to maximize the positive impact of its limited federal housing development funds by concentrating their expenditure in targeted areas of the City. The City has identified five geographical areas where it has targeted significant public resources in the past, and where it would like to see additional resources targeted in the future. The five are known as follows: Cornerstone Village (Attachment 1), Transit Zoning District (Attachment 2), Townsend -Raitt (Attachment 3), Cedar - Evergreen (Attachment 4), and 1900 -2000 Myrtle Street (Attachment 5). City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 11 19E -16 Please note that one of the bonus rating criteria of this RFP is location of the proposed project. Both the Plan and the City's Housing Element identify affordable rental housing suitable for larger households as a high priority for the City. One of the rating criteria is the bedroom size of the proposed units. Project design and construction will be subject to and carried out in accordance with established City standards and procedures. In accordance with the City's Early Outreach policy (Attachment 5), the selected developer may be required to solicit significant neighborhood input during the design process. B. AVAILABLE FUNDS As of the release date of this RFP, City funding available from C $830,000 in HOME funds that may be used be committed by July 31, 2016. Priority for fun . • $500,000 in CDBG funds available for . ition and r • $830,000 in HOME funds that may for develo be committed by July 31, 2017. In order for HOME funds to be committed, all oth provide a pre- commitment letter to those projects HOME Program expenditures are Ii for units based on bedroom size times of Bedrooms rd t HOME 1:�7flI1101 WWffi7 cm mu, c in r nt equa such units. HOME funds is as follows: lent of HOME eligible project, but must be given to CHDO qualified projects. tion only ie OME eligible project, but must place, inclu Credits. The City will allocations th this RFP. maximum subsidy limit established by HUD ,maximum subsidy limits are as follows: lithe HOME Program funds that may be invested in a and incomes eligible under the HOME Program. RENTS The selec Vthing ll r into a Ilan Agreement with the City of Santa. This Agreement and other attendant d ro for repayment of the loan. They shall also impose affordability covenants of no less than rs cquisition /rehabilitation projects or until the City loan is repaid whichever is longer. HO at a minimum be affordable to very low and low income households. For projects locaing Code area, at least ten (10) percent of the units must be affordable to and occupied by comes at or below 30 percent of the area median income. As of the date of this RFP allowable rents were as follows: # of Bedrooms Maximum 30% Rent Maximum 50% Rent (Very Low) Maximum 65% Rent (Low) 0 $480 $843 $1,061 1 $514 $903 $1,154 2 $618 $1,083 $1,387 City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 12 19 E -17 #of Bedrooms Maximum Maximum Maximum 30% Rent 50% Rent (Very Low) 65% Rent (Low) 3 $714 $1,252 $1,594 4 $796 $1,397 $1,759 Allowable rents must be reduced by a utility allowance for tenant paid utilities. HUD now requires that utility allowances be calculated for each project, and recommends using the model found at the following location: http :ljhud user. oral portal /resources /utilmodeLhtmi. D. LOAN TERMS City assistance will be offered in the form of a long term loo recorded against the property. If necessary, this loan may loan will carry a 3 percent interest rate payable through e the close of each fiscal year and as part of a required residual receipts, and make an annual payment to i receipts. E. DISCLOSURES • HUD has recently adopted significant changes t implications of these changes ar t clear. The • home All documents su records request response to on the deve Iq confidential. al City utilizes r k ped by the Ca ed or may go v ents. The Cif ram el du to the n s y a promissory note and a deed of trust ed to loans from other lenders, The recei er a period of thirty (30) years. At audit, the d er will calculate the amount of n an amount eq 0 percent of the residual erning the H rogram. The full accessed at: requir of this RFP are subject to public ormas other information submitted in aluate the reasonableness of the return canno rantee that these records will be kept ncy standard of two persons per bedroom plus c tiles developed by HUD, and for 30 percent of median rents, tables o Tax Allocation Committee. Allowable rents and incomes may remain from o ar to the next. Attainable rents may be significantly less than icipates at HUD may release new rent and income tables for the HOME e next several months. Both maybe lower than the current tables. • The City utiliz Info n Bulletin released annually by HUD to determine the maximum per unit HOME subsidy li st such Bulletin was released May 31, 2012 with an effective date of January 1, 2012. When release . new bulletin may increase or decrease the HOME subsidy limits applicable to this RFP. • Projects with more than 11 (11) HOME Assisted units are subject to Davis Bacon wage requirements. • HUD regulations prohibit the use of federal funds to pay relocation costs for tenants without a legal right to reside in the United States. State law requires that they be paid for those costs. Consequently the City will require that they be paid out of a nonfederal funding source. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 13 19E -18 • For acquisition /rehabilitation projects the City will require that the developer hire a professional relocation firm to develop and implement a relocation plan. The selected firm must be acceptable to the City. • Unless it will be rent and income restricted, HOME funds cannot be used to pay for the development of a resident manager's unit. • Under the newly revised HOME Program final rule, the City may not enter into a written agreement that commits HOME funds until all other required funding has been secured by means of a firm commitment, a budget and production schedule has been established, and X''ting completed. In order to facilitate this process, the City will require the selected developer tevidence of firm commitment for any additional funds required by the project within 30 days of ion by staff. If the selected developer cannot providethefinancingcommitments ,theirpropo ed. • The City must commit approximately half of its is imperative that proposed projects be read available. Proposed development schedules Under the newly revised HOME Program final r paid staff whose experience qualifies them to and must be in sole charge of a is of the de construction. CHDO rental proje ed" by a roles and their requirements ( "o nsoi which is available on HUD's website np these three roles they -will Dlay. and ho ev mee The newly be incorpc proposed 1 HOME fun Xne , 2014. As a consequence it forward anrequired funding be readily t this deadli V iing to be ce as CHDOs must have vities. To act aTWE veloper," a CHDO process, including JWgn, financing and be owned by the CHDO. Two other CHDO Lbed in Section 92.300 of the revised rule ding as CHDOs must identify which of !d pro gress - related deadlines that will st be incorporated into the project's a year of the commitment of HOME funds occupied by income - eligible tenants within 18 months within four years of the commitment of HOME funds Through the Housing Opp y Or e, the City of Santa Ana has established the Inclusionary Housing Fund for the specific purpose of assists velopment of affordable housing within the city. The residential units created through the Inclusionary Housin shall be affordable to Low and Moderate Income households and in alignment with the goals set forth in the City's General Plan, Housing Element and the City's Five -Year Strategic Plan. Through this RFP, the City has $1,875,000 available in funding from the Inclusionary Housing Fund. Please use the attached application (Exhibit B) to apply. Final funding recommendations may include conditions that have to be met prior to releasing funds. Examples of such conditions include: promissory note, recording a deed of trust securing the funds, securing other financial commitments and revenues, obtaining final development review approval, finalizing projected rehabilitation costs, or finalizing property management plan. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19119 Applications must be complete. Incomplete applications will not be evaluated although the City reserves the right to waive minortechnical deficiencies in the application and to request minor corrections or clarifications. The City also reserves the right to reject any or all proposals, or to accept any portion of any proposal, or all items proposed, if deemed in the best interests of the City. Due to the administrative burden on the city and the grantee associated with receipt of funds, the minimum request for funds is $500,000.00. The City may award all, some or none of the funds requested and it may award the funds in the form of a grant or a loan. The City of Santa Ana has final approval of the project's management plan perty management firm. The City also has final approval on service provider and services provided to residen The Developer should have a track record of developing similar prow nd eek additional leveraging resources other than City funds or tax credits. i. Eligible Recipients • Nonprofit organizations • For - profit and Non - profit Developers ii. Eligible Activities n y's Inclusion sing re to targe residents with very -low, low, and moderate incomes 20% Area Medi ome iv. Evaluation • Mana t Capacity: su ful comp etion of past projects on time and on budget. • Commun b efit: prima enefits low- and /or moderate - income persons. • Cost Effectiv : both d I the project and long -term sustainability. • Long Term Affo "ty • Population served ing documentation demonstrating need • Project Schedule • Financial Feasibility— including a budget detailing and explaining all costs • Subsidy need demonstrated • Other sources of project funding leveraged • Alignment with the City's General Plan, Housing Element and Strategic Plan • Maintenance of existing housing assets as safe, decent and sanitary housing units that are code - compliant • Complete Application • Impact of acquisition or rehab of rental or owner property on current residents. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 15 19E -20 • Management Plan • Environmental Clearance v. City of Santa Ana Housing Element Requirement The City's General Plan contains the City's values and vision for its future. The Housing Element of the General Plan communicates goals, policies and programs to address Santa Ana's local and regional housing needs and a sustainable quality of life. The Adopted 2014 -2021 Housing Elements can be found on the City' jte: http Lwww.santa- ana.orgLhousingelement 2014- 2021HousingElementUl2date.aso AW Successfully funded projects will align with the City's Housin21131111911gals and objectives. vi. City of Santa Ana Strategic Plan Requirement In March 2014, Santa Ana's City Council adopted the mission of the organization, a set of guiding goals that guide decisions, objectives and strategi accountability. The Strategic Plan can be found on tannin The City's Strategic Plan identifies strl and Sustainability, Objective 3: Facility improve the livability of Santa Ana net Successfully funded projects will align The Housing Authority of the construct new sing an ilitate ng rental housing within the jurisdictional boundaries of the City ho wi cur submitt dividuals, r part s experie cessary to deve oper Projects w ve already beg structi applications s ed after the su ion de of submittals, SA y choose to en to a the respondents. The proposed Agreement mm i to making project based vouchers available for the selected project. The total number of vouchers av mitment is 24. The number awarded to the selected project(s) will not exceed and may be less than th to 25 percent of the project's total units; the maximum project based vouchers hr Strategic Plan. des a vision, a description of (values) that will gui .ons, a set of multi -year each goal, and a plan for ii �!entation and 's webs it ktt www.sal�.�' a.onz strate ic- under : Community Health, Livability, Engagement Ws and support efforts to preserve and objectives. applications from developers who are planning to e P ed hers (PBVs) for their project. Applications may be that in or collectively have the Knowledge, resources and tat housing i accordance with the requirements of a HAP contract. not eligible for consideration. Incomplete applications and a ill not be eligible for consideration. Depending upon the quality PB reement with one or more of the respondents, or with none of available per project is eight (8) vouchers. Continued availability of the vouchers will depend upon the developer's continued compliance with the requirements of the contract, and the continued availability to SAHA of sufficient numbers of vouchers to meet all such contractual obligations. Background and Objectives Public Housing Authorities (PHAs) can use up to 20 percent of their housing choice vouchers for PBVs. While PBVs reduce tenant mobility, they insure the availability of rental units at participating projects through the term of the contract, and so help a PHA to meet its basic objective of assisting its clients to obtain decent, safe and affordable rental City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19 -21 21 housing. As a result, SAHA's Administrative Plan (Plan) provides for operation of a PBV Program utilizing up to 20 percent of its budget authority for that purpose. The Plan is available on the City's website at: http://www.santa- ana.orglcda/HousingAuthorityHomePage.asp. Developers submitting responses to this RFQ should be fully conversant with Chapter 17 of the Plan which details SAHA's PBV Program. In the event of any discrepancy between the Plan and the contents of this RFC, the Plan will prevail. Solicitation and Selection of PBV Proposals Other criteria will include: • Developer experiencV.illty to manage the kind of rental property that is proposed, including if applicable the experiability to manage special needs housing projects; • Developer experience and demonstrated ability to comply fully with the requirements of HAP contracts issued by a PHA; • Evidence of site control and firm commitment(s) for all financial assistance required for project development; • Estimated timeline for completion of the proposed project, meaning the entitlement process is completed, all financing is secured, and the project is available for occupancy. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 17 19E -22 Site Selection Standards It is SAHA's goal to select sites for PBV housing that provide for deconcentrating poverty and expanding housing and economic opportunities. In complying with this goal SAHA will limit approval of sites for PBV housing in census tracts that have poverty concentrations of 20 percent or less. However, SAHA will grant exceptions to the 20 percent standard where SAHA determines that the PBV assistance will complement other local redevelopment activities designed to deconcentrate poverty and expand housing and economic opportunities in census tracts with poverty concentrations greater than 20 • A census tract in which the proposed PBV development will be loci Economic Community, or Renewal Community; • A census tract in which the proposed PBV development w a result of state, local, or federal dollars invested in the • A census tract where new market rate units are beiWM impact the poverty rate in the area; • A census tract where there has been an overall de4 • A census tract where there are meaningful opportu In order to be selected for PBV assistance, a site and neighborhood standards: • The site must be proposed; • The site must have re, utiliti nd streets where such as sites in: HUD - designated Enterprise Zone, ergoing significant revitalization as the poverty rate within igr educald&l and eco rate units will positively five years; or kancement. st meet the following HUD required to service the site; number and type of units • The neighborhood must n Ee one that is seriously detrimental to family life or in which substandard dwellings or other undesirable conditions predominate; • The housing must be accessible to social, recreational, educational, commercial, and health facilities and services and other municipal facilities and services equivalent to those found in neighborhoods consisting largely of unassisted units; and City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19 -23 • Except for housing designed for elderly persons, the housing must be located so that travel time and cost via public transportation or private automobile from the neighborhood to places of employment is not excessive. Subsidy Layering Analysis Requirement Under federal law, SAHA cannot enter into a PBV contract for projects that will receive other forms of federal assistance until a subsidy layering analysis has been completed. Under current HUD procedures, this analysis will be prepared by the California Tax Credit Allocation Committee (TCAC) for projects selected to receive a tax credit reservation. For projects that SAHA has approved to receive PBVs but will not receive tax credit SAHA will submit a request to HUD to perform the analysis. The purpose of this analysis is to insure that housing s receiving assistance from HUD do not receive excessive compensation by combining various forms of HUD assistance with assistance from other federal, state, or local agencies. V. DEVELOPER REQUIREMENTS AND RESPONSIBILITIES I. INSURANCE Prior to undertaking performance of work under this Aj subcontractors, if any, to obtain and n insurance 1. Commercial General Liability In< which shall include, but not be li including death res there from a out of Develop s in the p nvolving ve he a s of insur applying to and perso jury, incl total amount o 0,000 pee urrence, 2. BiggilliNiAamobile es. shall mainl74Wd shall require its r shall in commercial general liability insurance ainst cl rising from bodily and personal injury, rty, res from any act or occurrence arising eeme ncluding, without limitation, acts no an the following: single limit coverage th resultin ere from, and property damage, in the )00 in the aggregate. with a combined single limit of not less than coverage for owned, hired and non -owned 3. Xeras pensate uranc ccordance with th e provisions of Section 3300 of the Labor Code, equired insure inst liability for worker's compensation or to undertake self - or to com ng the p ormance of the work under this Agreement, Developer agrees to ntain any e yer's liability insurance with limits not less than $1,000,000 per accident. 1. The following req`8VJJ&JWpply to the insurance to be provided by Developer pursuant to this section: a. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit B. Developer shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. b. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 19 19E -24 approved in form by the City Attorney. c. 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. 2. If Developer fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Developer's right to be paid for its time and materials exRJWd prior to notification of termination. Developer waives the right to receive compensation and to indemnify the City for any work performed prior to approval of insurance by the City. ii. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, Developer agents and employees (collectively, the "Im without limitation, claims for bodily injury, de actions, causes of action, suits, losses, judgments, without limitation, attorney's fees, disbursements (individually, a Claim; collectively, " " ,which rr to any work performed or service and workmanship and /or materials) or De f the negligent and /or willful acts, err an employees, vendors, suppliers, contracto bcorr them or for whose a be liable f or shall be construe toper to in n sole negligence ful miscon of the Ind authorizing any a f attorne fees in an indemnity shall apply claims liability rega Any n shall be prepaid, r, deman° to be prop v facsimile o Pffidemnify, defen N rmless City, its officers, 'artier ") from and d all claims (including, damage to prope obligations, damages, Sa alti iabiexpenses (including, of nature whatsoever in ane ectly or indirectly) ct (including, without limitation, defects in __ or acts conducted performing the work (including 'scions ofllqff&lo per, its principals, officers, agents, Karties. yed directly or indirectly by any of ding the foregoing, nothing herein a ies from any Claim arising from the in this indemni ty shall be construed as n on or to enforce the terms of the Agreement. This Ls of whether any insurance policies are applicable. The ..ndemnification to be provided by the Developer. y o r communication pursuant to this Contract shall be in writing and en if o- ered in person or mailed by first class or certified mail, postage r telegraphic communication to the following persons: With courtesy copy to: Housing Manager City of Santa Ana City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 6215 Community Development Agency 20 Civic Center Plaza (M37) Santa Ana, CA 92701 Fax 714- 667 -2225 iv. TERMINATION The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. 1. In the event Developer fails or refuses to timely perform a e provisions of this Agreement in the manner required, or if Developer violates any provision o greement, Developer shall be deemed in default. City shall provide written notice of such defa er's Project Manager. Developer shall cure said default within a period of two (2) working d suc is not completed in a timely manner, City may assess liquidated damages or ter mina Agreemen with by giving written notice to V. DEVELOPER VI. E MENT OPPORTU ES FOR NIA NA RESIDENTS Develop II solicit and ad a nt opportunities to Santa Ana residents. The City shall inform the Developer s to publicize uitment opportunities, such as work centers and community centers. Such effort and pro will be pr d to the City for review. Vii. COMPLIANCE WITH AWOWBLE LAWS AND REGULATIONS 1. Developer shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. 2. Developer warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 21 19E -26 viii. ASSIGNMENT Inasmuch as the Agreement is intended to secure the specialized services of Developer, Developer may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer; delegation or subcontract without the City's prior written consent shall be considered null and void. ix. JURISDICTION —VENUE X. This Contract has been executed and delivered in the performance and enforcement of any of the clauses of tY laws of the State of California. Both parties further a any action or proceeding that may be brought or ar' The Developer shall be liable for Courts such as, but not limited to, and the validity, interpretation, determined and governed by the California, shall be the venue for Lor by reason of this Contract. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 161t2�7 Agencies and the ATTACH M ENT 2 TRANSIT ZONING DISTRICT A map of the Transit Zoning District can be accessed at the following City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 it2�9 0 ry 1� (flr 10r9 o£ _181 � r61i -- 8 Madison 11 Park T�p HOODAV EDINGERAV _ - ..� Ims F lam` iau t 1m1 wu 0 »a idm Q 16s } r6s 6m g, mr 1010 W Q ¢( rL feu 1- IaB¢ ra]] (7 1031 1015~ INre [� r5a1 � MYY '— ry —J POMONAST rue 14n n6 ]red > W eras 1IIP lrlp IYOf Ilia 116 1Me I rNa ITIS IY10 � 1]1]... I t 1IW fit] 1]]p 1rm 'gym cnl � t]fa 1r /d fY}0 '� j 16i 4M -_. 160 Z IaW Q iPot � y 1010 INB W Lr B6 1'!Li 1PoB .iJ 0 1815) -- 1010 � 101d ZO rel •C•[] 1�— 1810 � A41r id18 � 181) Q W I- $ � itlil YdiY 1081 aax 1 rdm 160 _ B0� 16] I,wY Iw IB6 r 6 fe4 le 1dw tiei �cl] 1 � 48 fYt9 _ YB14 —~ IYN IIB IBir ibitl 1810 1010 Cedar Evergreen —rzs Chi -op N jp O _ SGiool Parks d cad 8 F CaaMIi10a68.NPo9MBRPBtnetl ATTACHMENT 4 — CEDAR - EVERGREEN City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 gt 231 1 -.9 ULU, ATTACHMENT 6: EARLY OUTREACH COMMUNITY MEETING Information regarding the City's Early Outreach Community Meeting require can be accessed here: City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 ilffb ATTACH ME NT 7: CITY OF SANTA ANA REHABILITATION STANDARDS PREFACE The primary purpose of these standards is to address the quality of workmanship and materials expected, and to achieve consistency throughout the program activities administered by the City of Santa Ana. These standards are not intended to reduce or exclude the requirements of any federal, state QjAbLal codes, standards, ordinances and regulations that apply to residential rehabilitation. WORKMANSHIP • All work shall be performed in a professional a The quality and durability of the work s construction industry and various trades. MATERIALS & EQUIPMENT 1 • All materials and equipment shall comply requirements and all applicable codes, sti between the requirements, kequr • Unless otherwise specified, a • Economy grade materials and • All materials and equipment manufacturer's al packag • The descrip ' Is a LEAD -BASED P All housing built the evaluation BUILDING STANDARDS 1978 must control standards established by the the manufacturer's ,discrepancy occurs II be medium grade. n, and delivered to the job in the a minimum standard. i to energy conservation, energy efficiency, water ,ated herein. Gut rehabilitation or new construction t the standard for Energy Star Qualified New Homes, kily housing must be designed to meet the American (ASHRAE) Standard 90.1 -2004, Appendix G plus 20 with 24MR Part 35 Subpart J and HUD's Lead Safe Housing Rule regarding ead -based paint hazards. HUD's guidelines are available at Minimum Standard • The site shall be hazard -free and sanitary. • The site and all paving shall drain away from the dwelling and accessory buildings, but not onto adjacent properties. • Paving and walkways shall be hazard -free and intact. • Landscaping and irrigation systems shall be hazard -free and in relatively good condition. All dead vegetation shall be removed. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 29 19E -34 i Fencing, walls and gates hazard -free and intact. All gates shall be in good working order. • The site shall be free from trash, debris and hazardous materials. • Accessory buildings shall be safe and sound. Paving • All new paving and walkways shall be constructed with concrete (2,000 PSI @ 28 days). • Driveways shall be reinforced with wire mesh. Sawn expansion- contraction joints shall be placed every 8 feet in both irections. • All paving and walkways shall be fi with a light broom texture. • All walkways shall be at least ide. Sawn expansion- contraction joints shall be placed every 4 feet. Landscaping & Irrigation • To the extent possible an a w landscaping shall be drought resistant. • When a lawn i<sys7hall he ne area shall be reduced to aid in the reduction of w • New irrigation e weather o or based and EPA Water - Sense qualified. _ • All new irrigati ned to conse ter. Fences, Walls & Gates • A ll ood fences sh rom good quality m Is. They shall b supported wi pressure treated posts (8 feet O.C.) and 2X4 rails (top The posts a embedded in a concrete footing at least 18" deep. • All new walls construc th 6X8X16 concrete block. They II be prope pporte tinuou ing and reinforced with steel Roof Coverings • 25 -year, 3 -tab, self - sealing composition shingle. Built -up membrane (hot mop) system on all flat roofs. • Lighter colored coverings are preferred for energv efficiencv. Minimum Standard • Safe, structurally sound and watertight. Rehabilitation . Decks, balconies and railing that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 k315 with the minimum standard will be achieved. Finishes + Zero or low VOC primers, paint and coatings. Minimum Standard • Safe and structurally sound. Rehabilitation > Ext. steps, stairways and railing that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance with the minimum standard will be achie Finishes • Zero or low VOC primers, paint aqdmgs. Minimum Standard Rehabilitation m standard shall be replaced. ILp as long as compliance with the walls shall be insulated. e or more years of practical utility City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 31 19E -36 Rehabilitation • Windows that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance with the minimum standard will be achieved. New Windows • Reputable manufacturer. • EPA Energy Star qualified. Minimum Standard • Homes built before 1978 must compI HUD's Lead Safe Housing Rule regardi paint hazards. • All exterior paint shall be in ee • Five or more years of pra iii Rehabilitation • All surfaces to be poi s be prepiq peeling paint shall be r • All holes and all be filled and surrounding area. 24 CFR Part 35 Subpart J and iluation and control of lead -based of corrosion. shall All loose material and that they blend into the shall receive a complete and even and even Minimum Standard fe, sound and sanitary. • e or more years of practical utility. Rehabilitation Floor coverings that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance ,Iwwith the minimum standard will be achieved. Replacement Floor Coverings • Carpet & Pad (Reputable manufacturer, recycled materials). • Resilient Flooring (Reputable manufacturer, 10 year wear warranty). • Ceramic Tile (Reputable manufacturer) Minimum Standard i Safe, sound and in good working order. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 6337 • Five or more years of practical utility. Rehabilitation • Interior doors that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance with the minimum standard will be achieved. Replacement Doors & • Doors (Reputable manufacturer, masonite, raised panel). Hardware • Hardware (Reputable manufacturer, lifetime finish). Minimum Standard Rehabilitation New Paint • Homes built before 1978 must co Lead Safe Housing Rule regarding hazards. • All interior paint shall be i r • Five or more years of ti I uti 24 CFR Part 35 Subpart 1 and HUD's on and control of lead -based paint • Highest • Zero or and All loose material and they blend into the n coverage of flat Minimum Standard • ets shall b ound, sanita and in good working order. • C ertops shat fe, sound, sanitary and watertight. • e years ctical utility. Rehabilitati me me hat do not meet the minimum standard shall aced. Pr s fective repairs are acceptable as long as compliance wit inimum st will be achieved. Minimum Standard • Safe, sound, sanitary and in good working order. • Faucets shall (at a minimum) be equipped with a low -flow aerator. • Five or more years of practical utility. Rehabilitation • Kitchen fixtures, equipment and appliances that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance with the minimum standard will be achieved. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 33 19E -38 Replacement Sinks • putable manufacturer. st iron, white enamel finish. Reputable manufacturer. EPA Water -Sense qualified. • 18 -guage (minimum) stainless steel. Replacement Faucets • EPA Water -Sense qualified. • Reputable manufacturer. • Reputable manufacturer. Replacement Tubs • Brass construction, metal housing. Replacement Disposals Reputable manufacturer. Replacement Combination • %: HP motor (minimum). • Stainless steel swivel lugs. Replacement Dishwashers • EPA Energy Star qualified. • Reputable manufacturer. Replacement Range Hoods • EPA Energy Star qualified. • Reputable manufacturer. Replacement Ranges • Reputable manufact • Pilot -free ignition • Four sealed bu • Self- cleaning ov h timer. Replacement Cook Tops • Reputable manufac • Pilo - ree ignition. • Foobw burners. Wall Ovens Rep 1111 f act urer. • Pilot- n i • Self -clea - ove er. Replacement Sinks • putable manufacturer. st iron, white enamel finish. Replacement Faucets EPA Water -Sense qualified. Reputable manufacturer. • Brass construction, metal housing. Replacement Toilets • Reputable manufacturer. • EPA Water -Sense qualified (1.28 GPF) Replacement Tubs • Reputable manufacturer. • Cast iron body, white enamel finish, slip resistant bottom. • EPA Water -Sense qualified plumbing fixtures. Replacement Combination • Reputable manufacturer. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 ilff 359 Tub - Showers • Cast iron body, white enamel finish, slip resistant bottom. • 4" ceramic tile surround. • Anodized aluminum doors with tempered glass. • EPA Water -Sense qualified plumbing fixtures. Replacement Showers • Reputable manufacturer. • 4" ceramic tile. • Anodized aluminum door with tempered glass. • EPA Water -Sense qualified plumbing ' tures. Replacement • Reputable manufacturer. Medicine Cabinets • Steel body, beveled mirror doo Towel Bars & Toilet Paper • Reputable manufacturer. Holders • Metal construction, polls om h. Minimum Standard sound an • r more y Rehabilitation r heaters nepiace uta � oie mar n! s (Tank) • ergy Star Replacement" Water Heater tank. Energgtar qualified. meet the minimum standard shall be replaced. irs are acceptable as long as compliance with the Minimum Standard Safe, sound and in good working order. 100 - ampere minimum service. Rehabilitation Electrical service panels, breakers and wiring that do not meet the minimum standard shall be replaced. Practical, cost effective repairs are acceptable as long as compliance with the minimum standard will be achieved. • Knob and tube wiring shall be replaced regardless of its condition. • Overhead wiring from a dwelling to a detached garage or accessory building shall be installed underground regardless of its condition. Replacement • Reputable manufacturer. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 35 19E -40 Service • 100 - ampere (minimum). Replacement • Romex (NM cable). n Wiring Minimum Standard . Safe, sound and in good working order. • Light fixtures shall (at a minimum) be equipped with CFL bulbs. • Exterior lighting fixtures used fo security shall be equipped with a motion sensor. Rehabilitation Y Electrical switches, outlets ting fixtures that do not meet the minimum standard shall be Practical, cost effective repairs are acceptable as long as compli h nimum standard will be achieved. • All new light fixtur e U.L. approv Energy Star qualified. • Outlets located feet of a source of hall be ground fault protected. • Exterior switches tlets shall kweatherpro Replacement • U.L. approved. Switches & Outlets Replacement • Re nufacturer. Lighting Fixtures • U.L. a EPA Energy alified. Minimum Standard afe, soun in goo rder. • or more ical Rehabilitation 0 that d meet the iinimum standard shall be replaced. P ical, cost of a repairs are acceptable as long as compliance with the in' ndard will hieved. C eq nt (as a minimum). al all duc ini m). • w HVAC eq nt shall be sized properly. Furnaces Re a manufacturer. EPAE tar qualified. Central Air Con rs eputabl nufacturer. • A Energy Star qualified. Thermostats putable manufacturer. PA Energy Star qualified. rogrammable. m • �•o m r m m Minimum Standard Additions and alterations that were constructed without a building permit and are clearly substandard shall be removed. • Garages converted to living quarters shall be returned to their original use. • Additions and alterations that were constructed without a building permit, but appear to be compliant, shall be inspected by the City's Building Official to determine if a building permit can be issued and thev City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 36 19 E -41 can be saved. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 37 19E -42 EXHIBIT B CITY OF SANTA ANA INCLUSIONARY HOUSING FUND HOUSING PROJECT FUNDING APPLICATION Project Name: Date: APPLICANT INFORMATION Applicant Name: Organization's Full Legal Name Phone Email: Type of 'nation: ❑ Non Development Entity Nai Contact Name, Com State: Develo Contact Name, Company: Phone: Fax: E -Ma Legal Counsel, Firm: Contact Name, Address: Zip: City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19 343 Financial Consultant, Contact Name, Phone: Fax: -E-Mail: Property Management Fi Contact Name, Construction Firm: Contact Name, Organizational Information Please provide information a business plan or long- itions and experience. team's experience in developing affordable rrent audit and current financial statements. a'1 and attach it to the original application. 's and fits within your organization's strategic plan. and experience to undertake and complete the proposed City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 39 19E -44 PROPOSED PROJECT SUMMARY: Project Name: Project Add Council Ward: Census Tract Projected Start Date: Funding Requested from this Application: Other Funds Committed: $ Zoning Status: Total Number of Units: Per Unit Cost: Debt Coverage Ratio: Loan to Value Please p a brief desc affordable h R market. Assessor's Parcel #.: Projected able U Project: Tell why the project is needed and how it will fill a gap in the Describe: • How the prXixis tain I erm or permanent affordability, including any future subsidies necessary; ct wil He affordable housing at either lower rental rates or lower sales prices than ' rket. • The project's target p nd diversity of housing types and /or mix of income levels. • Services, opportunities, o entives that may be offered to tenants of rental project to encourage their transition to non - assisted housing. Be sure to include special needs populations to be served, if any, supportive services to be offered, if any, handicapped accessible units to be made available, and special amenities to be offered, if any. • For Rental Projects, describe plans for ongoing property management. Describe functions and duties of staff and their experience. A description, including reserves and other funding sources, should be included for ongoing maintenance and capital improvements. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 16445 ALIGNMENT WITH THE CITY'S HOUSING ELEMENT AND STRATEGIC PLAN Please check those goals in the Housing Element and Strategic Plan that the proposed project align with: Housing Element Goals ❑ HE -1.1 Housing Conditions. Promote the rehabilitation, repair, and improvement of single - family, multiple - family, and mobile homes and, if needed, the demolition of substandard housing that presents a health and safety ha ❑ HE -1.7 Historic Preservation. Support preservation ancement of residential structures, properties, street designs, lot patter other visible reminders of neighborhoods that are considered local historic sources. ❑ HE -2.1 Downtown. Strengthen Santa Ana's c a A mixed -use and mixed - income environment by capitalizing on t ernment ce its district, historic downtown, transit - oriented housing, a se neighborhood N. ❑ HE 2 -3 Rental Housing. Encourage t struction of rental hou r Santa Ana's residents and workforce, including a fitment to very low, to moderate Ak income residents and moderate income na worl ❑ HE -2.4 Diverse Housing T e. Facilitate di ty ces, and sizes sing, including single - family apartments, es, mixed /multiuse sing, transit - oriented housing, tional housi live -work opportunities. ❑ HE -2.5 Housing Design. Re ce in archit I design through the use of materials and colors, buildi reat andscapi en space, parking, and HE -4.2 Housi cilitate an rage the development of larger rental and ownership or fa including lower and moderate income families, and the provision of ch e, afte of care, and other services when feasible. E -4.3 Housing Disabl ople. Support the development of permanent, dal: and Bible housing that allows people with disabilities to live dent lives, ssist them in maintaining and repairing their homes. HE- vice -Enr Housing. Support the provision of supportive services and service- ed ng for persons with special needs, such as senior, disabled people, ho pie, families, veterans, and people with medical conditions. HE -4.5 Healtwwmes. Support efforts to make homes more healthful by addressing health hazards associated with lead -based paint, asbestos, vermin, mold, VOC -laden materials, and prohibiting smoking in multi - family project, among others. HE -4.8 Housing Priority. Provide that Santa Ana residents, employees, and designated need groups receive priority for affordable housing created under the Housing Opportunity Ordinance or with City funding to the extent allowed under state law. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 41 19E -46 Strategic Plan Goals and Obiectives ❑ Re -use of Commercial or Industrial Buildings that are currently underutilized or vacant for mixed -use residential projects ❑ Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing Does this project give priority to the following populations: ❑ Artist, if so how many units? ❑ Veterans, if so how many units? SITE DESCRIPTION Please identify the size of the pa including but not limited to environmental, unit density SITE CC the ten closing ant zoning, and requirements development issues e is currently owned or subject to !ase indicate the required escrow City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 1 61ff -47 PHYSICAL CONFIGURATION OF PROPOSED DEVELOPMENT Identify physical attributes in the proposed project: No. Residential Bldgs No. Stories No. Elevators No. Residential Units No. Handicap Accessible Units No. Manager Units Parking Structure Type No. Parking Spaces Comm. Room Sq. Footage open Space /Play Area Sq. tage Use the chart below to provide information about th n the pro information about dwelling units. Income Level 0 —30% AM I 40% AM I 50% AM I 60% AM I 80% AM I Unit Studio I One Bed Bed I Four City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 43 19E -48 Please only include ANTICIPATED COSTS AND FINANCING Sources of Funds Amount Uses of Funds Amount Conventional Loan Purchase Price Tax Exempt Bonds Construction /Costs Tax Credits Soft Costs Deferred Developer Fee Developer Fee City /Agency Loan Relocation Other Other Other Other Total Sources Total Use In addition, provide a minimum 15 -year proforma that lilt projection of expenses and residual receipts projection as The proforma should include: Breakdown and explanation of construction costs' Detailed use of City funds — separated by line -item Breakdown and validation of overheadLorofit Construction Budget Operating Budget Breakdown and explanation of yearly Developer, Management and Partner Detailed information on>mtlaer.fundin. In addition, please provi - Land Appraisal - Management Plan - Environmental Cleara Please prep and ends with as submission attach an esti ing deferred developer fee, commences with submission of this completed application beds to identify all mandatory deadlines for the project, such closing deadlines. Detail the timeline for co ting the ct from start date to completion date, showing the obligation of these funds, approval of other fu ar resident selection, sale or lease up, and all other major steps. Identify who will be responsible for co eps (including consultants). The timeline should assume that the proposed project will be submitted to the City's Redevelopment and Housing Commission prior to submission to City Council. The Commission meets on the first and third Wednesday of each month. The timeline should also reflect consultation with Planning staff and any Planning Commission approvals that may be required for the project. Please include other project factors such as rezoning, construction schedule and other applications for funding. City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 44 19 E -49 DISCLAIMER The purpose of this Inclusionary Housing Fund Application is to provide the City of Santa Ana with a description of a proposed project with sufficient detail to facilitate useful discussion between the City and the developer of a proposed project. Completion of the Application does not guarantee that the City will provide whatever assistance is requested. By signing below, the applicant agrees to the following: • The applicant certifies that to the best of his or her knowledge true and correct. The signatory possesses the legal authority to apply for signing the application has the proper authority from The applicant agrees that the city may conduct its attachments, and may verify information from a The applicant understands the city will not be res and submitting this application, and that all applicat, considered a public record under the California Public F The applicant is under no adm the information in this application is federal, state, or Date City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 45 19E -50 rce. EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company This endorsement modifies such insurance as is afforded by the the following: 1. The City of Santa Ana, 20 Civic Center Plaza M- volunteers and representatives are named as a and defense of suits arising from the operations a With respect to claims arising out o such insurance as is afforded by this insurance carried by orforthe benefit This insurance a respect to the c affect any right � With respect to the or limits except afte Countersigned by: relating to Ana, California 927 Nblehal ers, employees, agents, insureds ( "additiona) with regard to liability Derformed�ta or on &e named insu red. by or on behalf oche named insured, final to or contributing with any other W rade or suit is brought except with ganization as an insured shall not nt if not so included. II not be cancelled, or materially reduced in coverage m given to the City of Santa Ana, 20 Civic Center Plaza ired to make this endorsement effective.) , this endorsement form as part of Authorized Representative City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development 19- 51 EXHIBIT D TO BE INCLUDED IN PROPOSAL CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSING DEVELOPMENT PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part of Santa Ana, hereinafter City) shall constitute the entire agreemer accepted by the City Council, endorsed by the Clerk of the Council action of approval of the Council, signed by the Executive Dir Attorney, denoting her approval of the form of this docume either delivered to proposer or deposited with the United o. correct postage affixed thereto. ^erl ally d esignated and accepted by the City poser and the City only after it has been official seal noting here on the or his duly d agent, and signed by the City execution, it or an exact copy of it has been iI Service prsed to the proposer with the Proposer further agrees that upon delivery (as defined above E required bonds and certificates of liability i e within ten holidays), or the funds, check, draft, or propos ubstituted in i the property of the City and shall be considere f damages because of the failure to enter into an Agreement or a neo the proof of damages actually suffered by City is di to asc substituted in lieu thereof sha d to the un ned Proposer understands th roposal schedule are solely for the e of upon the actual quantities of w tis All terms Compen part of t f yltiul SIGNED AND PRINTED TITLE J agreement h will furnish City all ding Saturdays, Sys and City's legal accompanying this proposal shall become ie delay and other causes suffered by City Land because it is distinctly agreed that nds, check drafts, or proposer's bond for th ork, that stimated quantities set forth in the RFP ) roposal that final compensation under the contract will be based scrimination by Developers, and the Workers' into this Agreement and are made specifically as City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 47 19E -52 DATE EXHIBIT E TO BE INCLUDED IN PROPOSAL CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSING DEVELOPMENT PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY DEVELOPER The undersigned Developer or corporate officer, during the perfo 1. The Developer shall not discriminate against any e religion, sex, or national origin. The Developer sh and that employees are treated during employm origin. Such action shall include, but not be limit transfer; recruitment or recruitment advertising; layoff c and selection for training, including a ceship.The employees and applicants for em notice: nondiscrimination clause. 2. The Developer shall, in all solicitations or alWisemi certifies as follows: nt because of race, color, applicants are employed, religion, sex, or national grading, demotion, or s of compensation; )ic places, available to i the provisions of this by or on behalf of the Developer, out regard to race, color, religion, ve of workers with which he has a collective bargaining be provided advising the said labor union or workers' :his section, and shall post copies of the notice in 4. eveloper shall c with a isions of Exe ive Order 11246 of September 24, 1965, and of the rules, re ns, and relevant of the tary of Labor. 5. The Dev shall furnish al rmation reports required by Executive Order 11246 of September 24, 1965, and by rule , ations, and o of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, ccounts b administering agency and the Secretary of Labor for purposes of investigation, to ascertain comp with s les, regulations, and orders. 6. In the event of the Dev 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 Developer may be declared ineligible for further Government contracts or federally assisted construction /services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Developer 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 City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 48 19 -53 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 Developer becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Developer may request that the United States enter into such litigationi&otect the interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Cha Stats. 1039, and as amended, No discrimination shall be made in the employment of persons JWe oflikreligious creed, color national origin, EXHIBIT E City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Page 49 19E -54 EXHIBIT F TO BE INCLUDED IN PROPOSAL CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR AFFORDABLE HOUSING DEVELOPMENT NON- COLLUSION AFFIDAVIT CITY OF SANTA ANA (Title 23 United States Code n M Public Contract Codjl 7106) To the CITY OF SANTA ANA COMMUNITY thereof to effeLtmeWeazollusive he above° shall also con ;ification may State of California County of Subscribed and sworn to who appeared before me. Notary Public Signature avit is pa rSposal. Signing this Proposal on the signature portion f this Non -c Sion Affidavit. PROPOSERS are cautioned that making a ce o criminal prosecution. me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) Notary Public Seal City of Santa Ana Community Development Agency Request for Proposals for Affordable Housing Development Pa e 50 19 -55 19E -56 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TiTLE: EXCLUSIVE NEGOTIATING AGREEMENT FOR RENOVATION AND REUSE OF THE YMCA PROPERTY (STRATEGIC PLA O.3, 5A) '% Q2 C./7. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: CI As Recommended El As Amended • Ordinance on 181 Reading • Ordinance on 2 o Reading ® Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file this update to the Exclusive Negotiating Agreement which grants a 180 day extension. r The YMCA building, located at 205 West Civic Center Drive, was purchased by the City in 1992 and has been vacant since that time. The building is in serious disrepair due to age, vandalism and deferred maintenance. Addressing the exterior appearance of the YMCA building and enhancing the security is an Important interim measure that has been accomplished shortly after the September 2014 approval of the Exclusive Negotiating Agreement (ENA) with St, Joseph Health and Taller San Jose. A significant factor associated with the reuse of the YMCA building concerns the unanticipated hazardous dust and airborne particulates in the building. This hazardous condition has been determined to be quite significant and this has resulted in ongoing delays in our team gaining access to the building. After conducting a lead and asbestos survey of the building, National Econ, the city's hazardous material consultant, had the following recommendations: • First responders and any others entering the building be required to wear protective gear, respirators and be fit tested. • Incorporate a lead and asbestos abatement plan pursuant to state laws in the St. Joseph/Taller San Jose scope of work, Guiding principles associated with the YMCA project management work of at, Joseph Health and Taller San Jose have included: 19F -1 YMCA Agreement -- Renovation /Reuse May 19, 2015 Page 2 • The City Council's stated objective to implement a strong economic development program in the Downtown which provides a linkage between the Civic Center and related professional office and nonprofit organizations. • The St. Joseph/Taller San Jose team proposal to share operating revenues and expenses, lending strength to their financial proposal while ensuring the long term viability of the project, • The St. Joseph/Taller San Jose team being end users of the building thereby providing a more secure venue than a speculative commercial development, • The St. Joseph /Taller San Jose team proposing to complete the project within 3 years. The ENA outlines the parameters, deal points and the performance milestones of the future Development Agreement. The initial term of the ENA was for 180 days with the option of a 180 day extension to be granted by the City Manager, The deal points contained in the ENA are summarized as follows: Economic Feasibility: Developer will conduct an economic feasibility study which will be evaluated by an independent financial consultant, compared with the proposed scope of work and used as the basis for any City financial assistance. • Environmental Reviews: City and Developer will agree on appropriate environmental reviews at developer's expense. Entitlements: The City will work cooperatively with the developer to identify any approval requirements related to the development team including any zoning, parking requirements and conditional use permits. City will provide guidelines and community assistance which are applicable to the rehabilitation or new construction including signage, setback, special uses, and urban design features. Historic Rehab Requirements., Developer will meet and confer with the City's Historic Preservation Planner who will furnish developer with historic rehabilitation guidelines to ensure historical preservation requirements are met. • Project Budget: Project Budget will be developed containing details of each type of expenditure and the applicable sources of funds. St. Joseph Rehabilitation Team: St. Joseph Rehabilitation Team will be required to have experience with historic rehabilitation. 19F -2 YMCA Agreement — Renovation /Reuse May 19, 2016 Page 3 • Parking Payments: The existing lease with Sycamore Parking will not be terminated. Developer will provide the City an estimate of the parking spaces required by the developer Reimbursement Agreement: As stipulated in Reimbursement Agreement, the developer will pay up to $40,000 of the costs of the City's consultant, to be determined by the parties. City staff and the developer have worked diligently over the past several months to negotiate a strong development agreement that comprehensively takes into account all of the deal points mentioned above. There remain several significant areas where additional negotiations and work by consultants is incomplete. These areas include: 1) resolution of title issues identified subsequent to the approval of the ENA; 2) value engineering; 3) completion of the re -use appraisal and analysis; and 4) resolution of easement issues associated with the adjacent parking structure. For these reasons, the City Manager has agreed to extend the agreement with St. Joseph Health and Taller San Jose, as provided for in the ENA. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties (city and non -oity owned) for new development that will create new jobs and expand the City's flax base, FISCAL IMPACT There is no fiscal impact associated with this action ��Amq) Kelly Reqoders LJ Executive Director Community Development Agency SK/sb Exhibit; 1, Map 19F -3 C r v a FIRST SEVENTEENTH ST. Al GENERALAGROULTURAT CR COMMERDALFFSDENIIAL -8 PARANGMODIFICATION GC GOVERNMENTCENTER GEM COMMERCALSDUTHMAIN M1 LIGHTINDUMAL CI CDMMUNDYCOMMEYJAL M2 HFAUVINDUSIRAL Cl -MD GWM. OCMMEFQAUMUS MDIS CT MO MILITAWOPEPAnONS C2 GENE>ALOCMMMAL 0 OPEN SPACE C3 CENTFALBUIDIABS P PRD EESONAL G3 -A FCO RANN®COMMUNIWDE OENENT C4 PLANNED SHOPS NG CENTER FFO RANNEDRESDENTIALDEEE.OPMENT 05 AR ALCOMMESIAL `NA 1 MCA YMCA BUILDING 209 WEST CIVIC CENTER DRIVE 1" = 1000 FEET RI SNGLEFAMILYRESDENTIAL F2 TWO FAMILY FES DENCE R3 MULiI EDENSTYMULTIRE FAMILYRESDENCE R4 S)@JF84NAA1RIMEJTS FE RESDIFF7ALESFATE SD SEMACOEVO.OPMENT S° S' RCPLAN SrTE — = 500 FEET P L A N N I N G A N D B U I L D I N G A G E N C Y EXHIBIT 1 19F -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: APPROPRIATION ADJUSTMENT AND AGREEMENT WITH COMMUNITY ACTION PARTNERSHIP OF ORANGE COUNTY TO IMPLEMENT THE ORANGE COUNTY PARTNERSHIP TO IMPROVE COMMUNITY HEALTH GRANT PROJECT {STRAY GIC PLAN 5, 4B} [i] III va8F.110UTC14Ct RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: . J ^:• a ❑ As Recommended ❑ As Amended ❑ Ordinance on 19' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager, and the Clerk of the Council to execute a subgrant agreement with Community Action Partnership of Orange County, subject to nonsubstantive changes by the City Manager and City Attorney, to implement the Orange County Partnership to Improve Community Health project, for the one -year period ending September 29, 2015, in an amount of $145,000 with provisions for two additional one -year options contingent on adequate funding from the Centers for Disease Control exercisable by the City Manager and the City Attorney, utilizing project grant funding as awarded. 2. Approve an appropriation adjustment recognizing $145,000 in Partnership to Improve Community Health grant funds into the Emergency and Health Fund revenue account and appropriating the same in the expenditure account. DISCUSSION The Centers for Disease Control and Prevention released a Notice of Availability for its Partnerships to Improve Community Health (PICH) initiative. The cities of Santa Ana, Garden Grove, and Anaheim submitted as partners to the Orange County application led by the Community Action Partnership of Orange County. The goal of the program is to address the leading risk factors for the major causes of death and disability in the United States including poor nutrition and physical inactivity. The City will be focused for year one on increasing pedestrian walkability in the downtown corridor through the installation of waste receptacles, tree guards, benches, bike racks, and intersection enhancements aimed at promoting the walking and biking experience for patrons of the downtown. 20A -1 Agreement with Community Action Partnership to Implement Partnership to Improve Community Health Grant Project May 19, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and liability), Strategy B (Improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to health food options in neighborhoods). FISCAL IMPACT The Orange County PICH grant award of $145,000 (Federal Award Identification Number U58DP005861) will be deposited into the Emergency and Health Fund revenue (12217002- 52001) and expenditure account (12217600- various) for the following fiscal years: FY 2014 -15 - $80,000 and FY 2015 -16 - $65,000. J�f 111111 .., Mousavip'our utive Director Public Works Agency FM /JG /MLM Exhibits: 1. Subgrant Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez —�- Executive Director Finance & Management Services Agency 20A -2 Subgrant Agreement This Subgrant (hereinafter referenced as "Agreement ") is entered into between Community Action Partnership of Orange County, a California non- profit corporation, (hereinafter referenced as "Subgrantor" and City of Santa Ana, a municipal corporation, (hereinafter referenced as "Subgrantee ") for the funding of Orange County Partnerships to Improve Community Health Grant (hereinafter referenced as "Grant ") for a one (1) year term and shall be effective on October 1, 2014. Recitals The Grant is authorized under Section 317(k)(2) of the Public Health Service Act, 42 U.S. Code 247b(k)(2). The Grant Number is 1 U58DP005861 -01. The goals of the Grant are (1) Create social and physical environments that promote good health for all; (2) Promote health and reduce chronic disease risk through the consumption of healthful diets and achievement and maintenance of healthy body weight; (3) Improve access to comprehensive, quality health care services; and (4) Reduce illness, disability, and death related to tobacco use and secondhand smoke exposure. The Orange County Partnership to Improve Community Health project will focus on goals one and two. The Grant aligns with national health objectives aimed at creating social and physical environments that promote good health for all by encouraging collaboration across sectors, implementing evidence -based strategies, and measuring the effects of prevention activities. With the making of policy, systems and environment (PSE) changes, the goal is to improve short- and long- term health outcomes. Population -based strategies create greater access to healthier environments where people live, learn, work, and play. The Grant reflects the importance of cross - sector collaborations to build accepted and sustainable changes and the need to evaluate and communicate what works. The PICH logic model provides a framework to use throughout program planning, implementation, and evaluation. All proposed objectives and activities in the work plan, known as the Community Action Plan (CAP), should be connected to elements reflected in the logic model and contribute to the ultimate goals of improving quality of life, averting premature death and reducing medical costs. 1. Scope of Work Subgrantee's scope of work is set forth in Exhibit "A" and is made part of this Agreement. Failure to complete the scope of work within the Term of this PICH Subcontract Page 1 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP0O5861 Grant Number: 1U58DPOO5861 -01 - Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 L A LI J Agreement is considered as a default and at Subgrantor's option, subgrantor can refuse future renewal of this Agreement. This Grant has been assigned the Federal Award Identification Number (FAIN) U58DP005861. Subgrantee must document the assigned FAIN on all communication and correspondence. 2. Term and Amount of Agreement a. Term of this Agreement is from October 1, 2014 to Sept 29, 2015; b. There are two (2) 1 -year options which are contingent on adequate funding from the Centers for Disease Control and Prevention (CDC) and satisfactory programmatic progress of Subgrantee. Subgrantee must give ninety (90) day notice in writing as prescribed herein to Subgrantor.to exercise each option; c. The maximum amount of funding from October 1, 2014 to Sept 29, 2015 is $145,000; and d. This Agreement shall terminate if the agreement between Subgrantor and CDC is terminated and upon such termination, Subgrantor shall have no further liability to Subgrantee. 8. Program Requirements, Standards and Guidance a. This award is based on the application submitted to Subgrantor and as approved by CDC and is subject to the terms and conditions incorporated either directly or by reference in the following; i. The Grant program legislation and program regulation, as amended from time to time, cited in the Notice of Award (NOA) between CDC and Subgrantor; (a copy of which is attached hereto and incorporated herein as Exhibit "B "); ii. The restrictions on the expenditure of federal funds in appropriation acts to the extent those restrictions are pertinent to this award; iii. The HS Grants Policy Statement, including addenda in effect as of the beginning date of the budget period; and iv. The terms and conditions cited in this Agreement, b. Subgrantee shall comply with all of the requirements, standards, and guidelines contained in the authorities listed below, as they may be amended from time to time, with respect to procurement requirements, PICH Subcontract CF Page 2 DA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -4 administrative expenses, and other costs claimed under this Agreement, including those costs incurred pursuant to sub - subgrants executed by Subgrantee, notwithstanding any language contained in the following authorities that might otherwise exempt Subgrantee from their applicability. i. OMB Circular A -102 (Common Rule for State and Local Governments), as codified by the Department of Health and Human Services (HHS) at 45 CFR Part 92; ii. OMB Circular A -110 (Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and other Non - Profit Organizations), as codified by HHS at 45 CFR Pat174; iii. OMB Circular A -122 (Cost Principles for Pion- Profit Organizations) as codified at 2 CFR Part 230; iv. OMB Circular A -87 (Cost Principles for State, Local and Indian Tribal Governments) as codified at 2 CFR Part 225; and v. OMB Circular A -133 will apply to audits of fiscal year ending before December 26, 2014. The standards set forth in 2 CFR Part 200 Subpart F will apply to audits of fiscal year beginning on or after December 26, 2014. 4. Payment and Whistleblower Hot Line Information a. Subgrantor will issue monthly payment to Subgrantee upon receipt and approval of a certified Expenditure /Activity Report. The Report shall indicate the actual expenditures being billed to Subgrantor for reimbursement for the specific report period. Subgrantee shall submit backup for all expenses, including but not limited to invoices, proposed bids, time cards and payroll register, within 15 days after the month ended; b. If Subgrantee owes Subgrantor any outstanding balances(s) for overpayments, current or previous, the balance(s) may be offset after notice to Subgrantee providing an opportunity to present any valid objection to the offset; and c. Whistleblower Protections -- The HHS office Inspector General (OIG) maintains a toll -free number (1 -800- HHS -TIPS [1- 800- 447 - 8477]) for receiving information concerning fraud, waste or abuse under grants and cooperative agreements. Information also may be submitted by e- PICH Subcontract Page 3 CFDA Number: 93.331 Federal Award Identification Number (FAIN): USBDP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- 11FA- OP144417 20A -5 mail to hhstios _oig.hhs.gov or by mail to Office of the Inspector General Department of Health and Human Services, Attn: HOTLINE, 330 Independence Ave., SE, Washington DC 20201. Such reports are treated as sensitive material and submitters may decline to give their names if they choose to remain anonymous. 5. Award Information a. The Funding Opportunity Announcement (FOA) Number for this Non - Research award is CDC - RFA -DP14 -1417. Subgrantee must comply with all terms and conditions outlined in Subgrantor's Notice of Award, including grants policy terms and conditions contained in applicable HHS Grants Policy Statements, and requirements imposed by program statutes and regulations and HHS grant administration regulations, as applicable; as well as any requirements or limitations in any applicable appropriations acts; and b. Program income — Any program income generated under this Grant will be used in accordance with the Addition alternative. 6. Funding Restrictions and Limitations a. Funding Opportunity Announcement (FOA) Restrictions: Restrictions that must be considered while planning the programs and writing the budget are: I. Subgrantee may not use funds for research; ii. Subgrantee may not use funds for clinical care; ill. Subgrantee may use funds only for reasonable program purposes, including personnel, travel, supplies, and services; iv. Generally, Subgrantee may not use funds to purchase furniture or equipment. Any such proposed spending must be clearly identified in the budget; V. Reimbursement of pre -award costs is not allowed; vi. Other than for normal and recognized executive - legislative relationships, no funds may be used for: publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity P1CH Subcontract Page 4 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC - RFA -DP14 -1417 20A -6 designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before any legislative body; and vii. See Additionaf Requirement (AR) 12 for detailed guidance on this prohibit on and additional guidance on lobbying for CDC awardees. b. Indirect Costs are not approved for this award; c. Cost limitations as stated in the Consolidated Appropriations Act 2014 — Item A through G i. Cap on Salaries (Div. H, Title 11, Sec. 203); None of the funds appropriated in this Grant shall be used to pay the salary of an individual, through a grant or other extramural mechanism, at a rate in excess of Executive Level II. Note: The salary rate limitation does not restrict the salary that an organization may pay an individual working under an HHS contract or order; it merely limits the portion of that salary that may be paid with Federal funds; ii. Gun Control Prohibition (Oiv. H, Title 11, Sec. 217): None of the funds made available in this title may be used, in whole or in part, to advocate or promote gun control; iii. Proper Use of Appropriations - Publicity and Propaganda (LOBBYING) FY2012 (Div. H, Title V, Sec. 503): a) 503(a): No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law'111 -148 shall be used, other than for normal and recognized executive - legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any State or local legislature or legislative body, except in presentation of the Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government itself; PICH Subcontract Page 5 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1058DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -7 b) 503 (b):No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111 -148 shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the Congress or any State government, State legislature or local legislature or legislative body, other than normal and recognized executive legislative relationships or participation by an agency or officer of an State, local or tribal government in policymaking and administrative processes within the executive branch of that government; c) 5O3(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its sale of marketing, including but not limited to the advocacy or promotion of gun control. For additional information, see Additional Requirement 12 at . http : / /www,rdc.gov /od /pgo /fundinq /g rants /additional_req. shtm and Antil-obbying Restrictions for CDC Grantees at http: //www cdc.gov/od/poo/fundin.q/.qrants/Anti- Lobbyinq_Restrictions 7 for_ CDC—Grantees—Jul y_2012. pdf; d) Needle Exchange (Div. H, Title V, Sec. 522): Notwithstanding any other provision of this Act, no funds appropriated in this Act shall be used to carry out any program of distributing sterile needles or syringes for the hypodermic injection of any illegal drug; e) Restricts dealings with corporations with recent felonies (Div. E. Title VI, Sec. 623): None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative PICH Subcontract Page 6 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -8 agreement with, make a grant to, or provide a loan or loan guarantee to any corporation that was convicted (or had an officer or agent of such corporation acting on behalf of the corporation convicted) of a felony criminal violation under any Federal or State law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation, or such officer or agent, and made a determination that this further action is not necessary to protect the interests of the Government; f) Restricts dealings with corporations with recent felonies (Div. E. Title VI, Sec. 623): None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation that was convicted (or had an officer or agent of such corporation acting on behalf of the corporation convicted) of a felony criminal violation under any Federal or State law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation, or such officer or agent, and made a determination that this further action is not necessary to protect the interests of the Government; g) Blocking access to pornography (Div. H, Title V, Sec. 528): (a) None of the funds made available in this Act may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in subsection (a) shall limit the use of funds necessary for any Federal, State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. PICH Subcontract Page 7 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -9 iv. Rent or Space Costs: Subgrantee is responsible for ensuring that all costs included in this Grant to establish billing are allowable in accordance with the requirements of the Federal award(s) to which they apply, including 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; 2 CFR Part 225„ Cost Principles for State, Local and Indian Tribal Governments (OMB Circular A -87); 2 CFR Part 230, Cost Principles for Non- Profit Organizations (OMB Circular A- 122). Furthermore, it is the responsibility of the Subgrantee to ensure rent is a legitimate direct cost line item; v. Trafficking In Persons: This award is subject to the requirements of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)). For the full text of the award terms and conditions, see, http: /Avww.Gdc.gov /od /pgo /fundinglgrants /Award Term and Condition for Trafficking in Persons.shtm; and vi. Cancel Year: 31 U.S.C. Part 1552(a) Procedure for Appropriation Accounts Available for Definite Periods states the following: On September 30th of the 5th fiscal year after the period of availability for obligation of a fixed appropriation account ends, the account shall be closed and any remaining balances (whether obligated or unobligated) in the account shall be canceled and thereafter shall not be available for obligation or expenditure for any purpose. An example is provided below: 7. Audit Requirements a. Audit requirements for Subgrantee: The Subgrantor will ensure that the Subgrantee receiving CDC funds meet the requirements detailed in the NOA. The Subgrantor will also ensure to take appropriate corrective action within six (6) months after receipt of the Subgrantee audit report in instances of non - compliance with applicable Federal law and regulations (2 CFR 200 Subpart F and HHS Grants Policy Statement). If a Subgrantee is not required to have a program - specific audit, the Subgrantor will still perform adequate monitoring of Subgrantee's activities. Subgrantee will PICH Subcontract Page 8, CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -10 cooperate and permit the independent auditor access to Subgrantee's records and financial statements. Note: The standards set forth in 2 CFR Part 200 Subpart F will apply to audits of fiscal year beginning on or after December 26, 2014; b. Federal Funding Accountability and Transparency Act ( FFATA): Subgrantor is required to comply with sub -award reporting requirements of the Federal Funding Accountability and Transparency Act ( FFATA), Subgrantor must file the FFATA sub -award report by the end of the month following the month in which Subgrantor awards funds greater than or equal to $25,000 to any agency /service provider, In accordance with terms of the Agreement, agencies are required to provide the information requested in the FFATA form on or before the 15th day after execution of this Agreement. Failure to timely submit the completed form may result in "high - risk" designation and /or imposition of additional special terms and conditions on Subgrantee's eligibility for CDC funds; c. Total Compensation of Subgrantee's Executives: Unless you are exempt (gross income from all sources reported in last tax return is under $300,000), for each first -tier subgrantee under this Grant, you must report the names and total compensation _ of each of the sub - grantee's five most highly compensated executives for the subgrantee's preceding completed fiscal year, if: • In the Subgrantee's preceding fiscal year, the Subgrantee received: o 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR Part 170.320 (and sub - awards); o $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and sub- awards); and o The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S C. Part 78m(a), 78o(d)) or section 6104 of PICH Subcontract Page 9 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DPOO5861 Grant Number: 1 U58 D P005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -11 the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S'Security and Exchange Commission total compensation filings at http: / /www.sec.gov /answers /execomp.htm). Subgrantee must report Subgrantee's executive total compensation to Subgrantor by the 20th of the month following the month during which Subgrantor makes the Subgrant. For example, if a subgrant is obligated on any date during the month of October of a given year (i.e., between October 1st and 31st), Subgrantee must report any required compensation information to the Subgrantor by November 20th of that year. Definitions: Entity means all of the following, as defined in 2 CFR Part 25 (Appendix A, Paragraph(C)(3)): o Governmental organization, which is a State, local government, or Indian tribe; • Foreign public entity; • Domestic or foreign non - profit organization; • Domestic or foreign for - profit organization; and • Federal agency, but only as a sub - recipient under an award or sub -award to a non - Federal entity. • Executive means officers, managing partners, or any other employees in management positions; • Sub - award: a legal instrument to provide support to an eligible sub - recipient for the performance of any portion of the substantive project or program for which the grantee received this award. The term does not include the grantees procurement of property and services needed to carry out the project or program (for further explanation, see Sec. _.210 of the attachment to OMB Circular A- 133. Audits of States, Local Governments, and Non - Profit Organizations). A sub -award may be provided through any legal agreement, including an agreement that the grantee or a sub - recipient considers a contract; • Subgrantee means an entity that receives a sub -award from Subgrantor under the Grant; and is accountable to the Subgrantor for the use of the Federal funds provided by sub - award; PICS Subcontract Page 10 CFDA Number: 93.331 Federal Award identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -12 • Total compensation means the cash and non -cash dollar value earned by the executive during the Subgrantee's or the sub - subgrantee's preceding fiscal year and includes the following (for more information see 17 CFR Part 229.402(c)(2)): • Salary and bonus; • Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments; • Earnings for services under non - equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees; • Change in pension value. This is the change in present value of defined benefit and actuarial pension plans; • Above - market earnings on deferred compensation which is not tax - qualified; and • Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. d. Record Retention i. All records maintained by Subgrantee shall meet the OMB requirements contained in the following Circulars, or subsequent amendments thereto: A 102, Subpart C, ( "Uniform Administrative Requirements for Grants and Cooperative Agreements to'State and Local Governments ") or A 110, Subpart C, (Nonprofit Organizations and Education Institutions), whichever is applicable; ii. Subgrantee shall maintain all records pertaining to this Agreement for a minimum period of three (3) years after submission of the final report. However, Subgrantee shall maintain all such records until resolution of all audit and monitoring findings are completed; and PICH Subcontract Page 11 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -13 iii. Subgrantee assures that employee and applicant records shall be maintained in a confidential manner to assure compliance with the information Practices Act of 1977, as amended, and the Federal Privacy Act of 1974, as amended. Compliance Monitoring a. Right to monitor, audit and investigate Any duly authorized representative of the federal government and Subgrantor shall have the right to monitor and audit Subgrantee and all sub - subgrantees providing services under this Agreement through on -site inspections, audits, and other applicable means determines necessary; fl. Subgrantee shall make available all reasonable information necessary to substantiate that expenditures under this Agreement are allowable and allocable, including, but not limited to books, documents, papers, and records. Subgrantee shall agree to make such information available to the federal government and Subgrantor to perform inspections, for examination, copying, or mechanical.reproduction, on or off the premises of the appropriate entity upon a reasonable request; iii. Any duly authorized representative of the federal government or Subgrantor shall have the right to undertake investigations in accordance with 42 U.S.C. §9901 et seq., as amended; and iv. All agreements entered into by Subgrantee with audit firms for purposes of conducting independent audits under this Agreement shall contain a clause permitting any duly authorized representative of the federal government or Subgrantor access to, the working papers of said audit firm(s). b. Ensuring all costs claimed are allowable: i. As the subrecipient of federal funds under this Agreement, Subgrantee is responsible for substantiating that all costs claimed under this Agreement are allowable and allocable under all applicable federal laws, and for tracing all costs to the level of expenditure; ii. As the administrator of this Grant, duly authorized representative of the federal government or Subgrantor must PICH Subcontract Page 12 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -14 conduct onsite and follow -up monitoring, and other audits /reviews as necessary, to ensure that: a) Subgrantee meets federal performance goals, administrative and financial management standards, and other requirements applicable to Grant; and b) Funds allocated to Subgrantee are expended for the purposes identified in federal law for allowable and allocable costs in accordance with federal OMB requirements. c. The federal government and Subgrantor shall provide Subgrantee reasonable advance written notice of on -site monitoring reviews of Subgrantee's program or fiscal performance. Subgrantee shall cooperate with the Inspector General and Subgrantor's program and audit staff and other representatives, and provide access to all programs, records, documents, resources, personnel, inventory, and other things reasonably related to the administration and implementation of the services and activities funded directly or indirectly by this Agreement; d. In the event it is determined that Subgrantee is not in compliance with material or other legal requirements of this Agreement, Subgrantor shall provide Subgrantee with observations, recommendations, and /or findings of noncompliance in writing, along with specific action plans for correcting the noncompliance; e. Collection of Disallowed Costs I. In the event questioned costs are identified in a final decision on cost disallowance issued by the federal government or Subgrantor, Subgrantee shall comply with any demand for repayment, as specified in such final report; ii. Time to response. Subgrantee shall have no more than twenty (20) days from receipt of the final decision to tender payment to Subgrantor or, alternatively, to provide Subgrantor with complete and accurate information or documentary evidence in support of the allowability of questioned costs; iii. Notice after review of further supporting evidence. If Subgrantee challenges questioned costs and submits complete and accurate information or documentary evidence in support of the allowahility of questioned costs as provided above in PICH Subcontract Page 13 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -15 subparagraph 8(e)(ii), Subgrantor shall, after consideration of Subgrantee's submission, accordingly issue a revised Notice of Disallowed Costs, if any, no later than forty (40) days after receipt of Subgrantee's information or documentation. Subgrantee shall have ten (10) days from receipt of such Notice to tender payment or a repayment plan acceptable to Subgrantor; iv. All statements, notices, responses and demands issued in accordance with this paragraph shall be in writing and delivered in accordance with the terms stated under this Agreement; and v. Subgrantor may, at its discretion, reasonably extend the time periods allowed for responses specified in this paragraph. f. In the event that Subgrantee fails to comply with the audit requirements stated herein, Subgrantor may impose sanctions as provided in 2 CFR §200.338 - Remedies for noncompliance, which may include: i. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement action by the Federal awarding agency or Subgrantor; ii. Disallowing all or part of the cost of the activity or action not in compliance; iii. Wholly or partly suspending or terminating the Grant; iv, Initiate suspension or debarment proceedings (as authorized under 2 CFR part 180 and Federal awarding agency regulations); v. Withholding further funding for the Grant; and /or vi. Taking other remedies that may be legally available. 9. General Requirements a. Travel Cost In accordance with HHS Grants Policy Statement, travel costs are only allowable where such travel will provide direct benefit to the project or program. There must be a direct benefit imparted on behalf of the traveler as it applies to the approved activities of the NOA. To prevent disallowance of cost, the Subgrantee is responsible for ensuring that only allowable travel reimbursements are applied in accordance with their organization's established travel policies and procedures. PICH Subcontract Page 14 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -16 Subgrantee approved policies must meet the requirements of 2 CFR Parts 200, 225 and 230, as applicable and 45 CFR Parts 74 and 92, as applicable; b. Food and Meals Costs associated with food or meals are allowable when consistent with OMB Circulars and guidance, HHS Federal regulations, Program Regulations, HHS policies and guidance. In addition, costs must be proposed in accordance with Subgrantee approved policies and a determination of reasonableness has been performed by the Subgrantee. Subgrantee approved policies must meet the requirements of 2 CFR Parts 200, 225 and 230, as applicable and 45 CFR Parts 74 and 92, as applicable; c. Prior Approval All requests, which require prior approval, must bear the signature of an authorized official of the business office of the Subgrantee's organization named on this Agreement. All correspondence (including emails and faxes) regarding this Grant must be dated, identified with the AWARD NUMBER, and include a point of contact (name, phone, fax, and email). All correspondence should be addressed to the Contract Manager listed below: Belinda Ong Community Action Partnership of Orange County 12666 Hoover St Garden Grove, CA 92841 Telephone: 714 -406 -2500, ext. 5350 Email: bonq@capoc.org d. Inventions Acceptance of Grant funds obligates Subgrantee to comply with the standard patent rights clause in 37 CFR Part 401.14; e. Publications Publications, journal articles, etc. produced under this Grant must bear an acknowledgment and disclaimer, as. appropriate, for example: This publication [journal article, etc.) was supported by the Grant or Cooperative Agreement Number, 1 U58 DP 005861 -1 funded by the Centers for Disease Control and Prevention. Its contents are solely the PICH Subcontract Page 15 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -17 responsibility of the authors and do not necessarily represent the official views of the Centers for Disease Control and Prevention or the Department of Health and Human Services; f. Acknowledgment of Federal Support When issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with this Grant, Subgrantee shall clearly state: • Percentage of the total costs of the program or project which will be financed with this Grant; • Dollar amount of this Grant for the project or program; and • Percentage and dollar amount of the total costs of the project or program that will be financed by non- governmental sources. g. Copyright Interests Provision This provision is intended to ensure that the public has access to the results and accomplishments of public health activities funded by CDC. Pursuant to applicable Grant regulations and CDC's Public Access Policy, Subgrantee agrees, through Subgrantor, to submit into the National Institutes of Health (NIH) Manuscript Submission (NIHMS) system an electronic version of the final, peer - reviewed manuscript of any such work developed under this Grant upon acceptance for publication, to be made publicly available no later than 12 months after the official date of publication. Also at the time of submission, Subgrantee and /or the Subgrantee's submitting author must specify the date the final manuscript will be publicly accessible through PubMed Central (PMC). Subgrantee and /or Subgrantee's submitting author must also post the manuscript through PMC within twelve (12) months of the publisher's official date of final publication; however the author is strongly encouraged to make the subject manuscript available as soon as possible. Subgrantee must obtain prior approval from Subgrantor and CDC for any exception to this provision. The author's final, peer - reviewed manuscript is defined as the final version accepted for journal publication, and includes all modifications from the publishing peer review process, and all graphics and supplemental material associated with the article. PICH Subcontract Page 16 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -18 Subgrantee and its submitting authors working under this Grant are responsible for ensuring that any publishing or copyright agreements concerning submitted articles reserve adequate right to fully comply with this provision and the license reserved by CDC. The manuscript will be hosted in both PMC and the CDC Stacks institutional repository system. In progress reports for this Grant, Subgrantee must identify publications subject to the CDC Public Access Policy by using the applicable NIHMS identification number for up to three (3) months after the publication date and the PubMed Central identification number (PMCID) thereafter; h. Disclaimer for Conference /Meeting /Seminar Materials If a conference /meeting /seminar is funded by this Grant, Subgrantee must include the following statement on conference materials, including promotional materials, agenda, and internet sites: Funding for this conference was made possible (in part) by the Centers for Disease Control and Prevention. The views expressed in written conference materials or publications and by speakers and moderators do not necessarily reflect the official policies of the Department of Health and Human Services, nor does the mention of trade names, commercial practices, or organizations imply endorsement by the U.S. Government; I. Logo use for Conference and Other Materials Neither the Department of Health and Human Services (HHS) nor the CDC logo may be displayed if such display would cause confusion as to the funding source or give false appearance of Government endorsement. Use of the HHS name or logo is governed by U.S.C. Part 1320b -10, which prohibits misuse of the HHS name and emblem in written communication. A non - federal entity is unauthorized to use the HHS name or logo governed by U.S.C.Part 1320b -10. The appropriate use of the HHS logo is subject to review and approval of the HHS Office of the Assistant Secretary for Public Affairs (OASPA). Moreover, the HHS Office of the Inspector General has authority to impose civil monetary penalties for violations (42 CFR- Part 1003). Accordingly, neither the HHS nor the CDC logo can be used by the Subgrantee without the express, written consent of either the CDC Project Officer or the CDC Grants Management Officer. It is the responsibility of the Subgrantee to request consent through Subgrantor for use of the logo in sufficient detail to ensure a complete depiction and disclosure of all uses of the Government PiCH Subcontract Page 17 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DPOO5861 Grant Number: 11-158DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -19 logos. In all cases for utilization of Government logos, Subgrantee - must ensure written consent is received from the Project Officer and /or the Grants Management Officer through Subgrantor; j. American Made products To the greatest extent practicable, all equipment and products purchased with CDC funds should be American -made, CDC defines equipment as tangible non - expendable personal property (including exempt property) charged directly to an award having a useful life of more than one year AND an acquisition cost of $5,000 or more per unit. However, consistent with Subgrantee policy, a lower threshold may be established. Please provide the information to Subgrantor to establish a lower equipment threshold to reflect Subgrantee's organization's policy. Subgrantee may use its own property management standards and procedures, provided it observes provisions of in applicable grant regulations and OMB circulars; k. Federal Information Security Management Act (FISMA) All information systems, electronic or hard copy, that contain federal data must be protected from unauthorized access. This standard also applies to information associated with CDC grants. Congress and the OMB have instituted laws, policies and directives that govern the creation and implementation of federal information security practices that pertain specifically to grants and contracts. The current regulations are pursuant to the Federal Information Security Management Act (FISMA), Title III of the E- Government Act of 2002, PL 107 -347. FISMA applies to Subgrantee only when Subgrantee collects, stores, processes, transmits or uses information on behalf of HHS or any of its component organizations. In all other cases, FISMA is not applicable to recipients of grants, including cooperative agreements. Under FISMA, Subgrantee retains the original data and intellectual property, and is responsible for the security of these data, subject to all applicable laws protecting security, privacy, and research. If/When information collected by a Subgrantee is provided to HHS, responsibility for the protection of the HHS copy of the information is transferred to NHS and it becomes the agency's responsibility to protect that information and any derivative copies as required by FISMA. For the full text of the requirements under Federal PICH Subcontract Page 18 CFDA Number: 93.331 Federal Award identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -20 Information Security Management Act (FISMA), Title III of the E- Government Act of 2002 Pub. L. No. 107 -347, please review the following website: http: / /frwebgate.access.gpo.gov /cqi- bin /getdoc.cgi ?dbname= 107_cong _public _laws &docid =f: pubi347.10 7.pdf; I. Pilot Program for Enhancement of Contractor Employee Whistleblower Protection: i. Subgrantee is hereby given notice that the 48 CFR section 3.908, implementing section 828, entitled "Pilot Program for Enhancement of Contractor Employee Whistleblower Protections," of the National Defense Authorization Act (NOAA) for Fiscal Year (FY) 2013 (Pub. L. 112 -239, enacted January 2, 2013), applies to this Grant. The use of the term "Contract', "contractor," "subcontract," or "subcontractor" for the purpose of this term and condition, should be read as "grant," "grantee," "subgrant," or "subgrantee' ii. This Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112- 239) and FAR 3.908; iii. The Subgrantee shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation; and iv. The Subgrantee shall insert the substance of this clause, including this paragraph (d), in all subcontracts over the simplified acquisition threshold. m. Amendment and Modification i. Formal amendments to this Agreement are required for changes to: the term, total cost or Maximum Amount, scope of work, and /or formal name changes. No amendment to this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or PICH Subcontract Page 19 CFDA Number: 93.331 Federal Award identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -21 Agreement not incorporated in the Agreement is binding on any of the parties; ii. If Subgrantee intends to request a formal amendment to this Agreement, the request must be submitted in writing; and iii. Any increase to out -of -state travel costs or equipment purchases will require a request for modification to the budget. 10. Correspondence Requirements a. All correspondence, including emails and faxes, to Subgrantor must be dated, identified with the Award Number and include name, email address, phone number and fax number of contact person. b. Unless otherwise provided herein, notice given by the parties shall be in writing, delivered personally, by United States certified mail and deemed delivered three (3) days after tendered for delivery, or by overnight delivery service (with confirmation). Certain reporting and other communications may be delivered electronically or as is customary between the parties. c. Address of Subgrantor and point of contact: For Program Correspondence Ann Mino — Program Manager 12666 Hoover Street Garden Grove, CA 92841 Email: amino@capoe.org Telephone: 717 - 406 -2500, ext. 5316 For Contract Correspondence Belinda Ong — Contract Manager 12666 Hoover Street Garden Grove, CA 92841 Email: bon capoc.org Telephone: 714 - 406 -2500, Ext, 5350 d. Address of Subgrantee and point of contact PICH Subcontract Page 20 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -22 City of Santa Ana Attn: Cory Wilkerson 20 Civic Center Plaza Santa Ana, CA 92701 11. Closeout Requirements Subgrantee must submit closeout reports in a timely manner. Unless an extension is granted, Subgrantee must submit all closeout reports within sixty (60) days after the last day of the final budget period. Failure to submit timely and accurate final reports may affect future funding. An original plus two copies of the reports must be mailed to Subgrantor by the due date noted. Ensure the Award and Program Announcement numbers shown above are on the reports. All manuscripts published as a result of the work supported in part or whole by this Grant must be submitted with the progress reports. a. Final Performance Report: At a minimum, the report should include the following: i. Statement of progress made toward the achievement of originally stated aims; ii. Description of results (positive or negative) considered significant; and iii. List of publications resulting from the project, with plans, if any, for further publication. b. Final Financial Report The final financial report should only include those funds authorized and actually expended during the timeframe covered by this report. This report must indicate the exact balance of unobligated funds and may not reflect any unliquidated obligations; c. Equipment Inventory Report An original and two copies of a complete inventory must be submitted for all major equipment acquired or furnished under this Grant with a unit acquisition cost of $5,000 or more. The inventory list must include the description of the item, manufacturer serial and /or identification number, acquisition date and cost, percentage of PICH Subcontract Page 21 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -23 Federal funds used in the acquisition of the item. The Subgrantee should also identify each item of equipment that it wishes to retain for continued use in accordance with 2 CFR Parts 200, 215.37 or 2 CFR Part 215.71. These requirements do apply to equipment purchased with non - federal funds for this Grant. CDC may exercise its rights to require the transfer of equipment purchased under the assistance award: CDC and Subgrantor will notify the Subgrantee if transfer to title will be required and provide disposition instruction on all major equipment. Equipment with a unit acquisition cost of less than $5,000 that is no longer to be used in projects or programs currently or previously sponsored by the Federal Government may be retained, sold, or otherwise disposed of, with no further obligation to the Federal Government. If no equipment was acquired under this award, a negative report is required; and d. Final Invention Statement An original and two copies of a Final Invention Statement are required. Electronic versions of the form can be downloaded by visiting http : / /www.hhs.gov/forms /hhs568.pdf. If no inventions were conceived under this assistance award, a negative report is required. 12. Insurance Requirements a, By execution of this Agreement, Subgrantee agrees that the below - required insurance policies and bond shall be in effect at all times during the term of this Agreement, Commercial General Liability with broad form property damage and contractual liability— minimum $1,000,000 per occurrence and $2,000,000 aggregate Automobile Liability (including coverage for owned, non -owned and hired vehicles) — minimum $1,000,000 per occurrence Worker's Compensation — statutory Employer's Liability — minimum $1,000,000 per occurrence Professional Liability - $1,000,000 per claims made or per occurrence Employee Liability — minimum $750,000 PICH Subcontract Page 22 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DR005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -24 b. Subgrantee shall provide Subgrantor with written notice at least thirty (30) calendar days prior to cancellation or reduction of insurance coverage to an amount less than that required in this Agreement; c, In the event said insurance coverage expires at any time or times during the term of this Agreement, Subgrantee agrees to provide within thirty (30) calendar days prior to said expiration date, a new Certificate of Insurance (ACORD 25) evidencing insurance coverage as provided for herein :for not less than the remainder of the term of this Agreement. The Certificate shall identify and name Subgrantor as the Certificate Holder; d. New Certificates of Insurance will be reviewed for content and form by Subgrantor; e. In the event Subgrantee fails to maintain in effect at ail times the specified insurance and bond coverage as herein provided, Subgrantor may, in addition to any other available remedies it may have, suspend this Agreement; f. With the exception of workers' compensation and fidelity bond, CDC shall be named as additional insured on all Certificates of Insurance required under this Agreement; g. The issuance of other CDC contracts, to include any cash advances and reimbursement payments, to the Subgrantee shall be contingent upon required current insurance coverage being on file at Subgrantor and CDC for this Agreement; and h. Should Subgrantee utilize a sub - subgrantee(s) to provide services under this Agreement, Subgrantee shall indemnify and hold Subgrantor and CDC harmless against any liability incurred by that sub - grantee(s). 13. Codes of Conduct a. Written standards. Subgrantee shall maintain written standards of conduct governing the performance of its employees engaged in the award and administration of contracts or subcontracts. No employee, officer, or agent of the Subgrantee shall participate in the selection, award, or administration of a sub - subcontract supported by federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any PICH Subcontract Page 23 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -25 member of his or her immediate family, his or her partner, or an organization that employs or is about to employ any of the parties indicated herein, has a. financial or other interest in the firm selected for an award. The officers, employees, and agents of the Subgrantee shall neither solicit nor accept gratuities, favors, or anything of monetary value from sub - subgrantees or parties to sub - subagreements. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the recipients. b. Self - dealing prohibited. Subgrantee shall not pay federal funds received from CDC to any entity in which it (or one of its employees, officers, agents, any member of his or her immediate family, his or her partner, or an organization that employs or is about to employ any of the parties indicated herein) has an interest. As ownership constitutes a financial interest, Subgrantee shall not sub - subcontract with a subsidiary. Similarly, Subgrantee shall not sub - subcontract with an entity that employs or is about to employ any person described in 45 CFR Part 92 (for states and local governments) and 45 CFR Part 74 (for nonprofit organizations), and /or OMB Circular .A 110, Section 42, or subsequent amendments to these requirements. c. Subgrantee certifies that its employees and the officers of its governing body shall avoid any actual or potential conflicts of interest and that no officer or employee who performs any functions or responsibilities in connection with this Agreement shall have any personal financial interest or benefit that either directly or indirectly arises from this Agreement. d. Subgrantee shall establish written safeguards to prohibit its employees or its officers from using their positions for a purpose that could result in private gain or that gives the appearance of being motivated for private gain for themselves or others, particularly those with whom they have family, business, or other ties. 14. Procurement Standards a. Maintenance of written procurement procedures. Subgrantee shall administer this Agreement in accordance with all federal rules and regulations pertaining to procurement, including Office of Management and Budget (OMB) Circulars and amendments thereto. Subgrantee PICH Subcontract Page 24 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -26 shall establish, maintain, and follow written procurement procedures consistent with the procurement standards in 45 CFR Part 92 (OMB Circular A -102 for state and local governments) and 45 CFR Part 74 (OMB CircularA -110 for education institutions and nonprofit organizations), or any subsequent amendments to these standards, and all additional provisions in this Agreement, including but not limited to a code of conduct for the award and administration of contracts and a procedure that provides, to the maximum extent practical, open and free competition; b. Eligible bidders. Subgrantee shall not permit any organizational conflicts of interest or noncompetitive practices that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective sub - subgrantee performance and eliminate unfair competitive advantage, individuals, or firms that develop or draft specifications, requirements, statements of work, invitations for bids, and /or requests for proposals shall be excluded from competing for such procurements. Subgrantee shall award any sub - subgrant to the bidder or offeror whose bid or offer is responsive to the solicitation and is most advantageous to Subgrantee when considering price, quality, and other factors. Subgrantee's solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for the bid or offer to be evaluated by the recipient; c. Subgrantee assures that all supplies, materials, vehicles, equipment, or services purchased or leased with funds provided by this Agreement shall be used solely for the activities allowed under this Agreement, unless a fair market value for such use is charged to the benefiting program and credited to this Agreement. d. Subgrantee shall provide for open and free competition and adequate cost analysis in all procurement transactions for each purchase order, lease, or sub - subcontract for any articles, supplies, equipment, or services to be obtained from vendors or sub - subcontractors; e. Non - competitive bid justification. If a service or product is of a unique nature, or more than one vendor /provider cannot reasonably be identified, Subgrantee shall maintain adequate justification for the absence of competitive bidding "Adequate justification" must include, but is not limited to: PICH Subcontract Page 25 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -27 i. Explanation of why the acquisition of goods or services is limited to one vendor or supplier; ii. Description of sole vendor /supplier's unique qualifications to provide the goods or services in question; and iii. Analysis of cost(s) to demonstrate reasonableness. f. Emergency procurements. In cases of bona fide emergency where awarding a sub - subgrant is necessary for the immediate preservation of public health, welfare, or safety, documentation of the emergency will be sufficient in lieu of the three -bid process; g. In all procurements, Subgrantee is solely responsible for maintenance of adequate procurement records demonstrating compliance with Federal and State requirements; and h. Noncompliance with any of the provisions in this section may result in a disallowance of the costs of the procurement transaction. 15. Sub- Subgrant a. Subgrantee may enter into sub - subgrant(s) to perform part or all of the direct services covered under this Agreement. Prior to the commencement of sub- subcgrant services under this Agreement, Subgrantee shall obtain board approval, to include but not be limited to, an assurance that the sub - subgrantee agreement(s) shall comply with all terms, conditions, assurances, and certifications of this Agreement for the nonprofit and local governmental agencies performing services in the area(s) described in ARTICLE 1 -SCOPE OF WORK; b. Notification of sub - subgrant execution. Subgrantee shall provide written notification to Subgrantor within sixty (60) calendar days prior to execution of each sub - subgrant agreement the name of the sub - subgrantee entity, its address, telephone number, contact person, contract amount, and program description of each sub - Subgrantee activity to be performed under this Agreement. This written notification shall also include a certification that, to the best of Subgrantee's knowledge, the sub - Subgrantee is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. For purposes of this certification of sub- subgrantee eligibility, Subgrantee PICH Subcontract Page 26 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -28 may rely on information provided via the Excluded Parties List System (EPLS), available at https: / /www.sam.gov /portal /public /SAM /• c. If Subgrantor determines that Subgrantee has executed a sub - subgrant with an individual or entity listed as debarred, suspended, or otherwise ineligible on EPLS as of the effective start date of the sub - subgrant, costs Subgrantee has incurred under this Agreement may be disallowed; d. Subgrantee is solely responsible for allowable use and allocation of all funds under this Agreement. Subgrantee shall maintain control and accounting procedures capable of tracing funds paid to any sub - subgrantee to a level of expenditure sufficient to establish that such funds have been used in accordance with the terms of this Agreement and applicable laws. Any sub- subgrants under this Agreement shall provide for adequate controls and substantiation of expenditures. Such controls may include requiring sub - subgrantees to provide detailed invoices, periodic monitoring of sub - subgrantee's program activities and fiscal accountability, retaining a right of reasonable access to the sub - subgrantee's books and records, or any other method(s) by which Subgrantee can fulfill its responsibility to substantiate costs as required by OMB Circulars A -87, 122, and 133 and /or applicable amendments to these provisions; e. Subgrantee is solely responsible for performance of the terms, conditions, assurances, and certifications of this Agreement, without recourse to the Federal government, the State and Subgrantor; regarding the settlement and satisfaction of all contractual and administrative issues arising out of sub - subgrant agreement(s) entered into in support of this Agreement, including disputes, claims, or other matters of a contractual nature as well as civil liability arising out of negligence or intentional misconduct of the sub - subgrantee(s); f. Nothing contained in this Agreement shall create any contractual relation between Subgrantor and any sub - subgrantees, and no sub - subgrant shall relieve the Subgrantee of its responsibilities and obligations hereunder. Subgrantee shall be liable for any acts and omissions of its sub - subgrantees or of persons either directly or indirectly employed by sub - subgrantees in violation of this Agreement. Subgrantee's obligation to pay sub- subgrantee(s) is independent from CDC and Subgrantoe's obligation to make payments to Subgrantee. PICH Subcontract Page 27 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -29 As a result, CDC and Subgrantor shall have no obligation to pay or to enforce payment of any moneys to any sub - subgrantee; and g. In the event CDC and /or Subgrantor suspends, terminates, and/or makes changes to the services to be performed under this Agreement, Subgrantee shall notify all of its sub- subgrantees in writing within five (5) days of receipt of notice of such action. 16. Federal and State Policy Provisions a. Certifications — Subgrantee's signature affixed hereon shall constitute a certification that to the best of its ability and knowledge it will comply with the provisions set forth in the following: I. Drug Free Workplace Requirements Contract Certification Clause (CCC 307); ii. National Labor Relations Board Certification (CCC 307); iii. Expatriate Corporations (CCC 307); iv. Domestic Partners (CCC 307); v. Amendment for Change of Agency Name (CCC 307); vi. Resolution (CCC 307); vii. Air and Water Pollution Violation (CCC -307); viii, Information Integrity and Security (Department of Finance, Budget Letter 04 -35); and ix. Safeguarding Against and Responding to a Breach of Security Involving Personal Information (Department of General Services, Management Memo 08 -11) The above documents are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto; b. Federal Certification Regarding Debarment, Suspension and Related Matters - Contractor hereby certifies to the best of its knowledge that it, any of its officers, or any sub- subgrantee(s): i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; ii. Have not within a three (3) year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a PICH Subcontract Page 28 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DPOO5861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -30 public transaction; violation of federal or State antitrust statutes; commission of embezzlement, theft, forgery, or bribery; falsification or destruction of records; making false statements; or receiving stolen property; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph b of this certification; iv. Have not, within a three (3) year period preceding this Agreement, had one or more public (federal, state, or local) transactions terminated for cause or default; v. If any of the above conditions are true for the Subgrantee, any of its officers, or any sub - subgrantee(s), Subgrantee shall describe such condition(s) in writing and submit this information to Subgrantor with the other forms Subgrantee must complete and return prior to Subgrantor's execution of this Agreement. Based on the description, Subgrantor in its discretion may decline to execute this Agreement, or set further conditions of this Agreement. In the event any of the above conditions are true and not disclosed by Subgrantee, it shall be deemed a material breach of this Agreement, and Subgrantor may terminate this Agreement for cause immediately pursuant to the termination provisions of State and federal law governing the this Agreement; and vi. As provided in this Agreement, Subgrantee must certify in writing to the best of its knowledge that any sub - subgrantee(s) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. c. Affirmative Action Compliance i. Each Subgrantee or sub - Subgrantee with 50 or more employees and an agreement of $50,000 or more shall be required to develop a written Affirmative Action Compliance Program; ii, The written program shall follow the guidelines set forth in Title 41 CFR Section 60 1.40, Sections 60 2.10 through 60 2.32, Sections 60 250.1 through 60 250.33, and Sections 60 741.4 through 60 741.32; and PICH Subcontract Page 29 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DPODS861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -31 iii. Each Subgrantee or sub- subgrantee with less than 50 employees shall comply with Section 202 of Part II of Executive Order 11246, as amended by Executive Order 11375. Subgranee shall ensure that sub - subgrantees falling within the scope of this provision shall comply in full with the requirements thereof. d. Nondiscrimination Compliance i. Subgrantee's signature affixed hereon shall constitute a certification that to the best of its ability and knowledge will, unless exempted, comply with the nondiscrimination program requirements set forth in this section; ii. Subgrantee hereby certifies compliance with the following: a) Federal Executive Order 11246, as amended by Executive Order 11375, relating to equal employment opportunity; b) Title VI and Title VI I of the Civil Rights Act of 1964, as amended; c) Rehabilitation Act of 1973, as amended; d) Vietnam Era Veterans Readjustment Assistance Act of 1972, as amended; e) Title 41, Code of Federal Regulations (CFR), Chapter 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, as amended; and f) Public Law 101 336, Americans with Disabilities Act of 1990, as amended. e. Transparency Act Reporting - In accordance with requirements of the Federal Funding Accountability and Transparency Act (FFATA), Subgrantee that 1) are not required by the IRS to annually file a Form 990 federal return, 2) receive at least 80% of their annual gross revenues from federal sources (excluding any ARRA funds), and 3) have annual gross revenues totaling $25,000,000.00 or more from federal grants, contracts, or other federal sources (excluding any ARRA funds), shall provide to Subgrantor a current list of names and total compensation of Subgrantee's top five (5) highly compensated officials /employees. The list shall be provided with the executed copy of the Agreement returned to Subgrantor. This requirement applies PICH Subcontract Page 30 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -32 only to Subgrantee that falls within all three categories set forth in this paragraph; f. Specific Assurances i. Pro - Children Act of 1994 a) This Agreement incorporates by reference all provisions set forth in Public Law 103 -227, Part C - Environmental Tobacco Smoke, also known as the Pro - Children Act of 1994 (Act); b) Subgrantee further agrees that the above language will be included in any sub - subgrants that contain provisions for children's services and that all sub - subgrantees shall certify compliance accordingly. For detailed explanation, see http: / /providers.csd.ca.gov /; c) This Agreement incorporates by reference all provisions set forth in the Child Support Services and Referrals (Section 678 (b) 1998 CSBG Reauthorization Act)." For detailed explanation, see http: / /providers.osd.ca,gov /. ii. Federal and State Occupational Safety and Health Statues. Subgrantee assures that it shall be in compliance with the provisions as set forth in Federal and State Occupational Safety and Health Statutes; the California Safe Drinking Water and Toxic Enforcement Act of 1986; Universal Waste Rule (Hazardous Waste Management System: Modification of the Hazardous Waste Recycling Regulatory Program); Final Rule; and Workers' Compensation laws; iii. Political Activities a) Subgrantee shall refrain from all political activities if such activities involve the use of any funds that are the subject of this Agreement; and b) Subgrantee is prohibited from any activity that is designed to provide voters or prospective voters with transportation to the polls or to provide similar assistance in connection with an election if such activities involve the use of any funds that are subject to this Agreement. iv. Lobbying Activities a) Subgrantee shall refrain from all lobbying activities if such activities involve the use of any funds that are the subject P1CH Subcontract Page 31 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: SU58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -33 of this Agreement or any other fund, programs, projects, or activities that flow from this Agreement; and b) If Subgrantee engages in lobbying activities, Subgrantee shall complete, sign and date the CERTIFICATION REGARDING LOBBYING /DISCLOSURE OF LOBBYING ACTIVITIES, Attachment as required by the U.S. Department of Health and Human Services under 45 CFR Part 93. v. Data Universal Numbering System (DUNS) Requirements Subgrantee shall provide to Subgrantor proof of an active nine- digit Data Universal Numbering System (DUNS) number as a prerequisite to execution of this Agreement. To obtain authentication of the DUNS number, print and submit verification from the Systems for Award Management website at https: / /www.sam.gov /portal /public /SAM /. 17. General Terms and Conditions a. Approval: This Agreement is of no force or effect until signed by both parties and approved by the CDC, if required. Subgrantee may not commence performance until such approval has been obtained; b. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties; c. Assignment: This Agreement is not assignable by Subgrantee, either in whole or in part, without the consent of Subgrantor in the form of a formal written amendment; Audit: Subgrantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Subgrahtee agrees to include a similar right of the awarding agency and Subgrantor to audit records and interview staff in any sub - subgrantees related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 at seq., CCR Title 2, Section 1896); e. Indemnification: Subgrantee agrees to indemnify, defend and save harmless CDC and Subgrantor, their officers, agents and employees PICH Subcontract Page 32 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA =DP14 -1417 20A -34 from any and all claims and losses accruing or resulting to any and all subgrantee, sub - subgrantees, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Subgrantee in the performance of this Agreement; f. Disputes: Subgrantee shall continue with the responsibilities under this Agreement during any dispute; g. Termination for Cause: Subgrantor may terminate this Agreement and be relieved of any payments should the Subgrantee fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination Subgrantor may proceed with the work in any manner deemed proper by Subgrantor. All costs to Subgrantor shall be deducted from any sum due Subgrantee under this Agreement and the balance, if any, shall be paid to the Subgrantor upon demand; h. Independent Contractor: Subgrantee, and the agents and employees of Subgrantee, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of Subgrantor; - I. Non - Discrimination Clause: During the performance of this Agreement, Subgrantee and its sub - subgrantees shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Subgrantee and its sub - subgrantees shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Subgrantee and its sub - subgrantees) shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a -f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.), The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 PICH Subcontract Page 33 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -35 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Subgrantee and its sub - subgrantees shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Subgrantee shall include the nondiscrimination and compliance provisions of this clause in all sub- subgrant to perform work under this Agreement; j. Timeliness: Time is of the essence in this Agreement; k. Governing Law: This Agreement is governed -by and shall be interpreted in accordance with the laws of the State of California; I. Antitrust Claims: The Subgrantee by signing this Agreement hereby certifies that if services or goods are obtained by means of a competitive bid, the Subgrantee shall comply with the requirements of the federal and state laws; m. Child Support Compliance Act: If this Agreement is in excess of $100,000, the Subgrantee acknowledges in accordance with Public Contract Code 7110, that: I. The Subgrantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and ii. The Subgrantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. Unenforceable Provision: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby; Texting while driving: Subgrantee and sub - subgrantees of this Agreement are prohibited from texting while driving a Government owned vehicle or when using Government furnished electronic equipment while driving any vehicle. Texting means reading from or P1CH Subcontract Page 34 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -36 entering data into any handheld or other electronic devicg, including SMS texting, e- mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. Driving means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary due to traffic, a traffic light, stop sign or otherwise. It does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary. Subgrantee and sub- subgrantees are responsible for ensuring their employees are aware of this prohibition and adhere to this prohibition. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year last signed. Subgranter Community Action Partnership Of Orange County, a California non- profit corporation __ Name: Clarence W. Ray Title: Executive Director Date: APPRO'V'ED AS TO FORM i LISA E. STORCK Assistant City Attorney Subgrantee City of Santa Ana a municipal corporation By: _.. Name: Title: Date: PICH Subcontract Page 35 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DPOO5861 Grant Number: 1U58D13005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -37 Exhibit A Scope of Work PiCH Subcontract Page 36 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 1U58DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -38 City of Santa Ana 12014 -201 -5 Scope of Work October 1, 2014 to September 29, 2015 Partnerships to Improve Community Health (PICH) use evidence and practice -based strategies to create or strengthen healthy environments that make it easier for people to make healthy choices and take charge of their health. PICH maximizes public health impact in a sustainable way by creating, updating and implementing Policy, Systems and Environmental (PSE) changes within the targeted communities. OC -PICH, which includes 11 funded agencies, will focus on 3 targeted strategies; increase access and consumption of healthy foods and beverages, increase access to safe places to be active, and media /communications as it related to CDC approved activities /strategies to community residents (safe biking/walking campaign, increase water consumption campaign, etc.). All strategies will have an evaluation component, which all subgrantees will provide their evaluation information (surveys, results, etc.), as it related to OC -PICH /CDC funded projects, to CAPOC and to the program evaluation subgrantees,. The project is required to reach 75% or 623,757 residents in the cities of Anaheim, Garden Grove and Santa Ana by September 2017. Project Period Objective (PPO) — Nutrition Increase the number of K -12 schools with improved school local procurement policies and practices: Farm to Institution -- The Coalition will expand farm -to- institutions programs in Anaheim, Garden Grove and Santa Ana. Implementing Farm to School with the programs jurisdiction will create access to healthy, local food options for community residents and priority population. The City's activities for this strategy include: • Support OCFAC and other coalition partners. Increases the number of jurisdictions with strategies to incorporate land /vendor use agreements to improve access to fresh, local produce and strategies to incorporate free /low -cost beverage options, specifically water to community residents: Community Garden - Year 1, the Coalition will focus on community gardens. The achievement of our activities will create land use policies that will allow community members access to healthy foods. The City's activities for this strategy include: • Advocate updating, amending or establishing new zoning or land policies to accommodate community gardens. Deliverable - calendar of events; and • Identify opportunities to implement new community gardens. Page 1 of 4 20A -39 City of Santa Ana 1 2014 -2015 Water Access - Discourage consumption of sugar - sweetened beverages /encourage consumption of water, specifically tap water in public spaces. AHOC's activities for this strategy include; Encourage residents to consume water /support CAPOC's water campaign; and Develop a balanced offering policy plan that will increase personal choice in vending machines in public venues. Project Period Objective (PPO) — Physical Activity Increase the number of K -12 schools insuring students receive moderate to vigorous state required physical activity minutes. Physical Activity Opportunities — Supports the CA State law that mandates every student needs to receive 200 minutes of Physical Education every 10 school days in elementary schools and 400 minutes every 10 school days in secondary schools. AHOC will support the development and implementation of physical activity policies in the targeted school districts. The Coalition will focus on one school district, while still providing technical assistance to the other districts. The City's activities for this strategy include: • Support OCDE and other coalition partners. Increase the number of jurisdiction with improved policies and physical environment related to active transportation. Active Transportation — Includes enhancing and supporting infrastructure for bicycle and pedestrian plans, enhance traffic safety in areas where persons are physical activity. The City's activities for this strategy include: • Provide and 'encourage physical activity opportunities for residents; • Install 5 waste receptacles along walking corridors to support safe and healthy environments, Deliverable — installation of waste receptacles; • Install 25 tree guards along sidewalks to increase walkable surface area of sidewalks. Deliverable — installation of tree guards; • Install 4 benches around the city of people to take breaks while engaging in physical activity. Deliverable — installation of benches; • Install 30 bike racks around the city. Deliverable — installation of bike racks; • Install 4 intersection enhancements to encourage safe and attractive physical activity. Deliverable — installation of enhancements; Page 2 of 4 20A -40 City of Santa Ana 2014 -2015 • Organize and host an Open Streets Event. Deliverable - Event; • Support safe, healthy environments; Deliverable — program /progress report and • Support and assist, as needed, UCI and SSG evaluation efforts. Deliverable — program /progress report. Project Period Objective (PPO) — Media and Communications Increase the number of jurisdictions with media and communications supporting community health activities. Media /Communications - communicate our partnerships and PSE strategies to the public. The overall communication plan will utilize mixed communication methods to target all areas of OC -PICH jurisdiction in communication our health campaigns. CAPOC will house the communications at their site. If any technical assistance is needed regarding communications for OC -PICH please submit a request. • Provide support for the development of asocial media campaigns, as well as, other mixed communication methods. Deliverable- Calendar of events and implementation of media campaigns. The City's program progress and performance will be monitored by the Program Manager. The Contract Manager will ensure The City of Santa Ana is contract compliant. The following will be required of Subgrantee; • Required attendance to monthly OC -PICH planning meetings; • Provide a monthly activity/event calendar to the Program Manager. The calendar will include activities completed with CDC funds, as well as supporting un- funded activities; • Quarterly program /progress reports due to Program Manager (including; meetings, activities, PSE efforts, etc.); • All payroll related support materials for personnel working on the OC PICH program will be submitted to Contract Manager monthly; • Submit bidding process, following CDC & CAPOC policies and procedures, to Contracts Manager, as needed; • All budget and /or program modifications need to have prior approval by PI; • Monthly billing reports (including all invoices related to OC PICH funding) due to Contract Manager; • CAPOC will complete site visits at a minimum two times per contract year, as funding allows; and Page 3 of 4 20A -41 City of Santa Ana 2014 -2015 Use OC -PICH logo, slogan and materials, once created and approved by the Coalition, for all OC -PICH related materials. CAPOC will house the Communications for this project. If any materials or more information is needed regarding media /communications please submit a request. Page 4 of 4 20A -42 Exhibit B Notice of Award P[CH Subcontract Page 37 CFDA Number: 93.331 Federal Award Identification Number (FAIN): U58DP005861 Grant Number: 11-158DP005861 -01 Funding Opportunity Announcement Number: CDC- RFA -DP14 -1417 20A -43 The first page of the NOA is intentionally left blank Page 1 of 16 20A -44 SECTION I -AWARD DATA - 1tIS8Dp008881.01 ws al la D Salarfes and Wages Fringe Benefits $183,489 Personnel Costs (Subtotal) $60,221 Supplies $243,710 Travel Costs $5,100 Other Costs $5,906 Consortlum/Contractual Cost $240,750 $889,783 Federal Direct costs Approved Budget $1,385,251 Federal Share $1,$86,261 TOTAL FEDERAL AWARD AMOUNT $1,385,251 $1,385,251 AMOUNT OF THIS ACTION (FEDERAL SHARE[ $1,385,251 Recommended future year total cost support, Progress of the project, subJec4 to the availability of funds and satisfactory 02 $1,365,251 03 $1,385,251 Fiseal Information° CFDA Number: 93.331 ON: 1952452787A1 Document Number: 0058610P14 Recommended future year total cost support, subject to the availability of funds and satisfactory Progress of the project CDC Administrative Data: PCC: / OC: 4161 / Processed: ERAAPPS 09,12012014 SECTION II - PAYMENTIHOTLINE INFORMATION - 1u68DP005861-01 For payment information see Payment information section in Additional Terms and Conditions INSPECTOR GENERAL: The HHS Office Inspector General (OIG) maintains a toll -free number (1- 800 -HHS -TIPS [1 -600- 447 - 13477]) for receiving information concerning fraud, waste or abuse under grants and cooperative agreements. Information also may be submitted by e-mail to hhsfips @oig.hhs.gov or by mail to Offee of the Inspector General, Department of Health and Human Services, Attn: HOTLINE, 330 independence Ave., SW, Washington DC 20201. Such reports are treated as sensitive material and submitters may decline to give their names if they choose to remain anonymous. This note replaces the Inspector General contact Information cited in previous notice of award. SECTION III - TERMS AND CONDITIONS -1 U58DP005861 -01 Page 2 of 16 20A -45 tilThis award is led project and ins subject topthe terms submitted dmconditions P Incorporated either directly or by reference in the following: a. The grant program legislation and program regulation cited in this Notice of Award. b. The restrictions on the expenditure of federal funds in appropriations acts to the extent those restrictions are pertinent to the award. c. 45 CFR Part 74 or 45 CFR Part 92 a$ applicable. d. The HS Grants Policy Statement, including addenda in effect as of the beginning data aF the budget period, e. This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW. This award has been assigned the Federal Award Identification Number (FAIN) 1,168Dpoo58e1, Recipients must document the assigned FAIN on each consortiumisubaward issued under this award. Treatment of Program Income: Additional Costs SECTION IV— DP Special Terms and Conditions — 1US8DPD05661 -01 Funding Opportunity Announcement (FOA) Number: CDC- RFA- DP144417 Award Number: 1U68DP005861 -1 Community Action Partnership of orange County Award Type; Cooperative Agreement Applicable Cost Principles: 2 CFR Part 230 Cost Principles Non -Profit Organizations (OMB Circular A -122) Incorporation: The Centers for Disease Control and Prevention (CDC) hereby incorporates Funding Opportunity Announcement number CDC- RFA- DP144417, entitled Partnerships to Improve Community Health (P1CN), and application dated SELECT DATE, as may be amended, which are hereby made a part of this Non - Research award hereinafter referred to as the Notice of Award (NoA). The Department of Health and Human Services (HHS) grant nd terms and conditions contained nedtin applicable HMS Grants Policy tStatements aundnrgequir requirements imposed by program applicable; statutes and regulations and HHS grant administration regulations, as term grant! as well as any requirements or limitations in any applicable appropriations acts. The s used throughout this notice and includes cooperative agreements. CLARIFICATION: The Statutory Authority of 42 USC 24142 CFR 62 cited on the first page of this Notice of Award is incorrect The correct Statutory authorized nder Sections 3117 (k)(2) of the Public Health CServlce Act 42 U.S program ee 247b(k)(2), Approved Funding: Funding in the amount of 61,385,261 is approved for the Year 01 budget period, which is September 80, 2014 through September 20, 2016. Ail future year funding will be based on satisfactory programmatic progress and the availability of funds. Note: Refer to the Payment Information section for draw down and Payment Management System (PMS) subaccount information. Award Funding: Not funded by the Prevention and Public Health Fund objective Review statement Response Requirement: The review comments on the strengths and weaknesses of the proposal are provided as part of this award. A response to the weaknesses in these statements must be submitted to and approved, in writing, by the Grants Management Specialist/Grants Management Officer (GMS /GMO) noted in the Staff Contacts section of this NoA, no later than 30 days from the budget period start date. Failure to submit the required information by the due date, October 30, 2014, will cause delay in programmatic progress and will adversely affect the future funding of this project. Page 3 of 16 ,.,, 20A -46 Budget Revision Requirement: By October so, 2014 the grantee must submit a revised budget with a narrative Justification and work plan. Failure to submit the required Informabon In a timely manner may adversely affect the future funding of this project. If the information cannot be Provided by the due date, you are required to contact the GMS /GMO identified In the Staff Contacts section of this notice before the due date. Program Income: Any program income generated under this grant or cooperative agreement will be used in accordanoe with the Addition alternative. Funding Opportunity Announcement (FQA) Restrictions: Restrictions that must be considered while planning the programs and writing the budget are: • Awardeas may riot use funds for research. • Awardees may not use funds for clinical care. • Awardeea may use funds only for reasonable travel, supplles, and services, program purposes, Including personnel, • Generally, awardess may not use funds to purchase furniture or equipment. Any such Proposed spending must be clearly identified in the budget. • Reimbursement of pre -award costs IS not allowed. • Other than for normal and recognized executive - legislative relationships, no funds may be used for: publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before any legislative body. • See Additional Requirement (AR) 12 for detailed guidance on this prohibition and additional guidance on lobbying for CDC awardses. • The direct and primary recipient In a cooperative Agree program must perform a substantial role in carrying cut project outcomes and not merely serve as a conduit for On award to another party ar provider who is ineligible. Indirect Costs: indirect costs are not approved for this award, because an approved Indirect Cost Rate Agreement has not been established. The costs identified as Indirect Costs have been moved to Direct Costs, Other category. To have indirect costs approved for this grant, submit an approved indirect cost rate agreement to the grants management specialist no later than 30 days of receipt of this Notice of Award. Cost Limitations as Stated In the Consolidated Appropriations Act, 2014, (items A through G) A. Cap on Salaries (Div. H, Title 11, Sec. 203): None of the funds appropriated in this true shall be used to pay the salary of an individual, through a grant or other extramural mechanism, at a rate In excess of Executive Level II, Note; The Salary rate limitation does not restrict the salary that an organization may pay an individual working under an HHS contract or order, it merely limits the Portion of that salary that may be paid with Federal funds, B. Gun Control P, It Merely (Div. H, Title li, Sec. 217): None of the funds made available in this title may be used, in whole o In part, , advocate or promote gun control. C. Proper Use of Appropriations - Publicity and Propaganda (LOBBYING) FY2012 (Div. H, Title V, Sec, 503); • 503(a): No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111 -148 shall be used, other than for normal and recognized executive - legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use ofany hit,.pamphlef, bcoklel, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any State or local legislature or legislative body, except in presentation of the Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government itself. • 503 (b): No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111 -148 shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity Page of 16 "" " 20A -47 designed to influence the enectrrent of legislation, apprapriations, regulation, administrative action, or Executive order proposed or pending before the Congress or any State government, State legislature or local legislature or legislative body, other than normal and recognized executive legislative relationships or participation by an agency cr officer of an State, local or tribal government in policymaking and administrative processes within the executive branch of that government. 503(c): The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its $ale of marketing, including but not limited to the advocacy or promotion of gun control. For additional information, see Additional Requirement 12 at J CDC lad itio 1 r ,s in and Anti Lobbying Restrictions for Grantees at jet)? odo.ggvlcd /nnolf -n ri o / ^r nt nt - t abhv_ ino Res rl ions for Cyr rani @es Juary �QlU� D. Needle Exchange (Div. H, Title V, C. 522): Notwithstanding any other provision of this Act, no funds appropriated in this Act shall be used to carry out any program of distributing sterile needles or syringes for the hypodermic injection of any illegal drug. E. Restricts dealings with corporations with recent felonies (Div. E, Title Vl, Sec. 623); None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation that was convicted (or had an officer or agent of such corporation acting on behalf of the corporation convicted) of a felony criminal violation under any Federal or State taw within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation, or such officer or agent, and made a determination that this further action is not necessary to protect the interests of the Government. F. Restricts dealings with corporations with unpaid federal tax liability (Div. E, Title VI, Sec, 622, Div. H, Title V, Sec. 518); None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation that any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid In a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government. G, Blocking access to pornography (Div, H, Title V, Sec. 528): (a) None of the funds made available in this Act may be used to maintain or establish a Computer network unless such network blocks the viewing, downloading, and exchanging of pornography; (b) Nothing in subsection (a) shall limit the use of funds necessary for any Federal, State, tribal,.or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. Rent or Space Costs: Grantees are responsible for ensuring that all costs Included in this proposal to establish billing or final indirect cost rates are allowable in accordance with the requirements of the Federal award($) to which they apply, including 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; 2 CFR Part 225, Cost Principles for State, Local, and Indian Tribal Governments (OMB Circular A- 87); and 2 CFR Part 230, Cost Principles for Non - Profit Organizations (OMB Circular A -122), The grantee also has a responsibility to ensure sub - recipients expend funds in compliance with applicable federal laws and regulations. Furthermore, it is the responsibility of the grantee to ensure rent is a legitimate direct cost line item, which the grantee has supported in current and/or prior projects and these same costs have been treated as indirect costs that have not been claimed as direct costs. If rent is claimed as direct cost, the grantee must provide a narrative justification, which describes their prescribed policy to include the effective date to the assigned Grants Management Specialist (GMS) identified in the CDC Contacts for this award. Trafficking in Persons: This award is subject to the requirements of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. Part 7104(g)). For the full text of the award terms Page 5 of 16 "" 20A -48 and conditions, ns.shtm Cancel Year: 31 U.S.C, Part 1552(a) Procedure for Appropriation Accounts Available for Definite Periods states the following, On September 30th of the 51h fiscal year after the period of availability for obligation of a fixed appropriation account ends, the ace sea shall after closed and any remaining balances (whether obligated or unobligated) in the account shall be canceled and thereafter shall not be available for obligation or expenditure for any purpose. An example is provided below: Fiscal Year (FY) 2014 funds WIN expire September 30, 2017- All FY 2014 funds should be drawn down and reported to Payment Management Services (PMS) prior to September 30, 2017. After this date, corrections or cash requests will not be permitted. Annual Federal Financial Report (FFR, SF -425); The Annual Federal Financial Report (FFR) SF425 Is required and must be submitted through eRA Commons no later than 90 days after the end of the calendar quarter in which the budget period ends, The FFR for this budget period is due to the GMSIGMO by December 29, 201;, Reporting timeframe is September 30, 2014 through September 29, 2015. The FFR should only include those funds authorized and disbursed during the timeframe covered by the report, The final FFR must indicate the exact balance of unobligated funds and may not reflect any uniiquidated obligations. There must be no discrepancies between the final FFR expenditure data and the Payment Management System's (PMS) cash transaction data. All Federal reporting in PMS is unchanged. Failure to submit the required Information in a timely manner may adversely affect the future funding of this protect. If the information cannot be provided by the due date, the grantee is required to contact the Grants Officer listed in the contacts section of this notice before the due date. FFR (SF -425) instructions for CDC Grantees are available at htt • r ts. 'h. ov! r tsNo tm. For further Information, contact Grantsln nih.gov. Additional resources concerting the eFSRlFFR system, including a User Guide and an on -line demonstration, can be found on the -MA Commons Support Page: htto: /lwww cd ooylod /naoHi�nrttnr r .ani leramairi,,shtn , Performance Reporting: The Annual Performance Report is due no later than 120 days prior to the end of the budget period, May 29, 2015, and serves as the continuing application, Thi report should include the information specified in the FOA. s Audit Requirement : Domestic Organizations: An organization that expends $500,000 or more in a fiscal year in Federal awards shall have a single or program -specific is audit conducted for that year In accordance with the provisions of OMB Circular A -133. The audit period is an organization's fiscal year, The audit must be completed along with a data collection form (SF- SAC), and the reporting package shall be submitted within the earlier of 30 days after receipt of the auditor's report(s), or nine (9) months after the end of the audit period. The audit report most be sent to: Federal Audit Clearing House Internet Data Entry System AND Procurement & Grants Office, Risk Management & Compliance Activity Electronic COIN to: PGO Audis Resolutionrg do aov After receipt of the audit report, the National External Audit Review Center wit] provide audit resolution instructions. CDC wilt resolve findings by issuing Final Determination Letters. Page 6 of 10 20A -49 Audit r -a �Iramenis for 5ubraciolents: The grantee must ensure that the subreciplents receiving CDC funds also meet these requirements. The grantee must also ensure to take appropriate corrective action within six months after receipt of the subreciplent audit report in instances of noncompilance with applicable Federal law and regulations (2 CFR 200 Subpart F and HHS Grants Policy Statement). The grantee may consider whether subrecipient audits necessitate adjustment of the grantee's own accounting records. If a subrecipient is not required t0 have a program- speolfic audit, ft grantee is still required to perform adequate monitoring of subrecipient activities. The grantee shall require each subrecipient to permit the independent auditor access to the subrecipient's records and financial statements. The grantee must include this requirement in all subrecipient contracts. Noce: The standards set forth in 2 CFR Part 200 Subpart F will apply to audits of fiscal years beginning on or after Decamber26, 2014. Federal Funding Accountability and Transparency Act (FFATA): FFATA appil®s to new awards that have been Made and noncompeting continuations that ware issued es new awards on or after October 1, 2010. In accordance with 2 CFR Chapter 1, part 170 Reporling Sub - Award And Executive Compensation information, Prlme,gwardees awarded a federal grant are required to file a FFA TA sub -award the month In which !h report by the and of thB month than ; 2533, 0At), a prime awardee awards any sub -grant equal to or greater Pursuant to A -133 (see Section—.205(h) and Section_ 205(i)), a grant sub -award includes the Provision of any commodities (food and non -food) to the sub - recipient where the sub - recipient is required to abide by terms and conditions regarding the use or future administration of those goods. if the sub- awardee merely consumes or utilizes the goods, the commodities are not in and of themselves considered sub- awards. 2 CFR Part 170: FFATA: www.fsrs.gov, in 9f Firs4 -liar Sub awg�rd AMoebAity: Unless you are exempt (gross Income from all sources reported in last tax return is under $340,000), you must report each action that obligates $25,000 or more in Federal funds that dogs not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, pub. L. 111-5) for a sub -award to an entity. Reporting: Report each obligating action of this award term to htto:/ /wfflw.fsrs aov. For sub -award information, report no later than the end of the month following the month in which the obligation was made. (For example, it the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010), You must report the information about each obligating action that the submission instructions posted at h(t ;1P Iwww fsrs oovspeeify. Total CAmnangation of �waoient Executives: You most report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, ff: • The total Federal funding authorized to date under this award is $26,000 Or more; • In the preceding fiscal year, you received- - 0 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR Part 170.320 (and sub - awards); and o $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR Part 170.320 (and sub - awards); and o The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Part 78m(a), 780(4)) or section 6104_ of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at htto / /www sec aov/answers/execomp. him), Page 7 of 16 20A -50 Report executive total compensation as part of your registration profile at hip: /Avww�sam o ®v. Reports should be made at the end Of the month following the month In which this award is made and annually thereafter. Total Comoensation of ub-reciaienl ExeCUklyeS sources reported in Iasi fax return is under $300,0Unless you are exempt (gross Income from all 00), for each first-tier sub - recipient under this award, you must report the names and total compensation of each of the sub-recipient's five most highly compensated executives for the sub- recipient's preceding completed fiscal year, if: • In the sub - recipient's preceding fiscal year, the sub - recipient received - 0 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR Part 170.320 (and sub - awards); and o $26,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and sub - awards); and o The public does not have access to information about the compensation of the executives through periodic reports flied under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U,S,C. Part 78m(a), 78o(d)) or section 8104 of the Intenmal Revenue Code of 1988. (To determine if the public has access to the compensation Information, see the U.S. Security and Exchange Commission total compensation filings at hftp:l lwww .sec.gov /answersloxecomp.htm), You must report sub - recipient executive total compensation to the grantee by the end of the month following the month during which you make the sub - award. For example, if a sub -award is obligated on any date during the month of October of a given year (i.e., between October 1st and 31st), You must report any required compensation information of the sub - recipient by November 30th of that year. Definitions: • Entity means all of the following, as defined in 2 CFR Part 25 (Appendix A, Paragraph(C)(3)); • Governmental organization, which is a State, local government, or Indian tribe; • Foreign public entity; • Domestic or foreign non - profit organization; • Domestic or foreign for - profit organization; • Federal agency, but Only as a sub - recipient under an award or sub•award to a non - Federal entity. • Executive means officers, managing partners, or any other employees in management positions. • Sub - award: a legal instrument to provide support to an eligible sub - recipient for the performance of any portion of the substantive project or program for which the grantee received this award. The term does not include the grantees procurement of property and services needed to carry out the project or program (for further explanation, see Sec, 210 of the attachment to OMB Circular A -133, Audits of States, Local Governments, and Non -Profit Organizations). A sub -award may be provided through any legal agreement, including an agreement that the grantee or a sub - recipient considers a contract. • Sub - recipient means an entity that receives a sub -award from you (the grantee) under this award; and is accountable to the grantee for the use of the Federal funds provided by the sub - award. • Total compensation means the cash and non -cash dollar value eamed by the executive during the grantee's or sub - recipient's preceding fiscal year and includes the following (for more information see 17 CFR Part 229.402(c)(2)); • Salary and bonus • Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 1238), Shared Based Payments. • Earnings for services under non - equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. Page 8 Of 18 20A -51 o Change In pension value. This is the change in present value of defined benefit and actuarial pension plans. o Above - market earnings on deferred compensation which Is not tax- qualltfed. o Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. Travel Cost: In accordance with HHS Grants Policy Statement, travel costs are only allowable Where such travel will provide direct benefit to the project or program. There must be a direct benefit imparted on behalf of the traveler as It applies to the approved activities of the NoA. To prevent disallowance of cost, the grantee is responsible for ensuring that only allowable travel reimbursements are applied in socordance with their organization's established travel policies and procedures. Grantees approved policies must meet the requirements of 2 CFR Parts 200, 225 and 230, as applicable and 45 CFR Parts 74 and 92, as applicable. Food and Meals: Costs associated with food or meals are allowable when consistent with OMB Circulars and guidance, HHS Federal regulations, Program Regulations, HHS policies and guidance. In addition, costs must be proposed In accordance with grantee approved policies and a determination of reasonableness has been performed by the grantees. Grantee approved Policies must meet the requirements of 2 CFR Parts 200, 225 and 230, as applicable and 45 CFR Parts 74 and 92, as applicable. Prior Approval: All requests, which require prior approval, must bear the signature of an authorized official of the business office of the grantee organization as well as the principal investigator or program or project director named on this NoA. The grantee must submit these requests by May 29, 2015 or no later than 120 days prior to this budget period's end date. Any requests received that reflect only one signature will be returned to the grantee unprocessed. Additionally, any requests involving funding issues must include an itemized budget and a narrative justification of the request. The following types of requests require prior approval, • Use of unobligated funds from prior budget period (Carryover)' • Lift funding restriction, withholding, or disallowance • Redirection of funds • Change in scope • Implement a new activity or enter into a sub -award that Is not specified in the most recently approved budget • Apply for supplemental funds • Response to the ObjectivelTechnical Review Statement • Change in key personnel • Extensions • Conferences or meetings that exceed cost threshold Note: Awardees may request up to 7s percent of their estimated unobligated funds to be carried forward into the next budget period. Templates for prior approval requests can be found at: )ittR,;(W" cdc onvQ,Ct/pq ndinalarantgiaranj gu�� a_sbjm Correspondence: ALL correspondence (including emails and faxes) regarding this award must be dated. Ideotifig AM Ift AWARI? U ER, and include a point of contact (name, phone, fax, and email). All correspondence should be addressed to the Grants Management Specialist listed below and submitted with an original plus two copies. Cynthia Atkins - Woods, Grants Management Specialist Centers for Disease Control, PGO, Chronic and Birth Defects Services Branch 2920 Brandywine Road, Mail Stop IE-09 Atlanta, GA 30341.4146 Telephone: /77 ®3488 -3181 Page 9 of 15 `' 20A -52 Email: vf' cdo Ov Key Personnel: In accordance WM 2 CFR Parts 200,308 and 215.25(c)(2) & (3), CDC grantees must obtain prior approval from CDC for (1) change in the project directodprincipal Investigator, business official, authorized organizational representative or other key persons specified in the FDA, application or award document; and (2) the disengagement from the project for more than three months, or a 25 percent reduction in time devoted to the project, by the approved project director or principal investigator. Inventions: Acceptance of grant funds obligates grantees to comply with the standard patent rights clause in 37 CFR Part 407.14. Publications: Publications, journal articles, etc, produced under a CDC grant support project must bear an acknowledgment and disclaimer, as appropriate, for example: This publication (journal article, etc,) was supported by the Grant or Cooperative Agreement Number, 1 U68 DP 00601 -1 funded by the Centers for Disease Control and Prevention, its contents are solely the respon5iliility of the authors and do not necessarily represent the official views of the Centers for Disease Control and Prevention or the Department of Health and Human Services. Acknowledgment Of Federal Support. When issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money, all awardees receiving Federal funds, including and not limited to State and local governments and grantees of Federal research grants, shall clearly state: • percentage of the total costs of the program or project which will be financed with Federal money • dollar amount of Federal funds for the project or program, and • percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources. Copyright interests Provision: This provision is intended to ensure that the public has access to the results and accomplishments of public health ectivities funded by CDC. Pursuant to applicable grant regulations and CDC's Pubffc Access Policy, Recipient agrees to submit into the National Institutes of Health (NIH) Manuscript Submission (NiHMS) system an electronic version of the final, poor - reviewed manuscript of any such work developed under this award upon acceptance for publication, to be made publicly available no later than 12 months after the official date of publication. Also at the time of submission, Recipient and/or the Recipient's submitting author must specify the date the final manuscript will be publicly accessible through PubMed Central (PMC), Recipient andlor Recipient's submitting author must also post the manuscript through PMC within twelve (12) months of the publisher's official date of final publication; however the author is strongly encouraged to make the subject manuscript available as soon as possible. The recipient must obtain prior approval from the CDC for any exception to this provision. The authors final, peer - reviewed manuscript is defined as the final version accepted for journal Publication. and includes ail modifications from the publishing peer review process, and all graphics and supplemental material associated with the article. Recipient and its submitting authors working under this sward are responsible for ensuring that any publishing or copyright agreements concerning submitted articles reserve adequate right to icily comply with this Provision and the license reserved by CDC_ The manuscript will be hosted in both PMC and the CDC Stacks institutional repository system. In progress reports for this award, recipient must identify publications subject to the CDC Public Access Policy by using the applicable NIHMS identification number for up to three (3) months after the publication date and the PubMed Central Identification number (PMC1D) thereafter. Disclaimer for Conference /MeetinglSemfnar Materials: Disclaimers for eanterences /meetings, etc. and/or publications: If a conference /meeting /seminar is funded by a grant, cooperative agreement, sub -grant and /or a contract the grantee must include the following statement on conference materials, including promotional materials, agenda, and internet sites: Page 10 of 16 -1.%, 20A -53 Funding for this conference was made possible (in part) by the Centers for Disease Control and Prevention. The views expressed in written conference materials or publications and by speakers and moderators do not necessarily reflect the official policies of the Department of Health and Human services, nor does the mention of trade names, commercial practices, or organizations imply endorsement by the U.S. Government, Logo Use for conference and Otter Materials: Neither the Department of Health and Human Ssrvices (HHS) nor the CDC logo may be displayed if such display would cause confusion as to the funding source or give false appearance of Government endorsement Use of the HHS name or logo is governed by U.S.C. Part 1320b -10, which prohibits misuse of the HHS name and emblem in written communication. A non- faderai entity is unauthorized to use the HHS name or logo governed by U.S.C, Part 1320b -1p, The appropriate use of the HHS logo is subject to review and approval of the HHS Office of the Asslatent Secretary for Public Affairs (OASPA). Moreover, the HHS Office of the Inspector General has authority to impose cavil monetary penalties for violations (42 CFR Part 1003). Accordingly, neither the HHS nor the CDC logo can be used by the grantee without the express, written consent of either the CDC Project Officer or the CDC Grants Management Officer. It is the responsibility of the grantee to request consent for use of the logo in sufficient detail to ensure a complete depiction and disclosure of all uses of the Gavemment logos. In all cases far utfflzatiort of Government logos, the grantee must ensure written consent is received from the Project Officer and /or the Grants Management Officer. Equipment and Product's: To the greatest extent practicable, all equipment and products Purchased with CDC funds should be American -made. CDC defines equipment as tangible non- expendable personal property (including exempt property) charged directly to an award having a useful life of more than one year AND an acquisition cost of $5,000 or more per unit. However, consistent with grantee policy, a lower threshold may be established. Please provide the information to the Grants Management Officer to establish a lower equipment threshold to reflect Your organization's policy. The grantee may use Its own property management standards and procedures, provided it observes provisions of in applicable grant regulations and OMS circulars. Federal Information security Management Act (FISMA): All Information systems, electronic or hard copy, that contain federal data must be protected from unauthorized access. This standard also applies to information associated with CDC grants, Congress and the OMB have instituted laws, policies and directives that govern the creation and implementation of federal information security practices that pertain specifically tb grants and contracts, The current regulations are pursuant to the Federal Information Security Management Act (FISMA), "fifty III of the E- Government Act of 2002, PL 107 -347. FISMA applies to CDC grantees only when grantees collect, store, process, transmit or use information on behalf of HHS or any of its component organizations. In all other cases, FISMA is not applicable to recipients of grants, including cooperative agreements. Under FISMA, the grantee retains the original data and intellectual property, and is responsible for the security of these data, subject to all applicable laws protecting security, privacy, and research. If/When information collected by a grantee is provided.to HHS, responsibility for the protection of the HHS copy of the information is transferred to HHS and it becomes the agency's responsibility to protect that information and any derivative copies as required by FISMA. For the full text of the requirements under Federal Information Security Management Act (FISMA), Tme iiI of the E- Government Act of 2002 Pub. L. No. 107 -347, please review the following website: iitt6l /rrvvahnnfa �nnmee ...... �.�..�__� Pilot Program for Enhancement of Contractor Employee Whistieblower Protections: Grantees are hereby given notice that the 48 CFR section 19081 Implementing section 828, entitled "Pilot Program for Enhancement of Contractor Employee Whistiebiower protections," of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub, L. 112.239, enacted January 2, 2013), applies to this award. Federal Acquisition Peaulations As promulgated in the Federal Register, the relevant portions of 46 CFR section 3.908 read as follows (note that use of the term "contract," - contractor," "subcontract," or °subcontractor' for the page 11 of 16 20A -54 Purpose of this term and condition, should be read as "grant," "grantee," "subgrant," or "subgrantee" ): 31908 Pilot program for enhancement of contractor employes whistieblower protections 3.908 -1 Scope of section. (a) This section implements Al U.S.C. 4712. (b) This section does not apply to- (1) DOD, NASA, and the Coast Guard; or (2) Any element of the intelligence community, as defined in section 3(4) of the National Security Act of 1947 (60 U,S,C. 3003(4)). This section does not apply to any discosure made by an employee of a contractor or subcontractor of an element of the intelligence community if such disclosure. Relates to an discovered during ng contract or subcontract) sere services provided or element of the intelligence community, 3.908 -2 Definitions. As used in this section- "Abuse of authority" means an arbitrary and capricious exercise of authority that is Inconsistent With the mission of the executive agency concerned or the successful performance of a contract of such agency. "Inspector General" means an Inspector General appointed under the Inspector General Act of 1978 and any Inspector General that receives funding from, or has oversight over contracts awarded for, or on behalf of, the executive agency concerned. 3.908 -3 Policy, (a) Contractors and subcontractors are prohibited from discharging, demoting, or otherwise discriminating against an employee as a reprisal for disclosing, to any of the entities listed at paragraph (b) of this subsection, Information that the employee reasonably believes is evidence of gross mismanagement of a Federal contract, a gross waste of Federal funds, an abuse of authority relating to a Federal contract, a substantial and specific danger tc public health or sefety, or a violation of law, rule, or regulation related to a Federal contract (including the competition for or negotiation of a contract). A reprisal is prohibited even if it is undertaken at the request of an executive branch official, unless the request takes the form of a no dertare n at th directive and Is within the authority of the executive branch official making the request. (b) Entities to whore disclosure may be made, (1) A Member of Congress or a representative of a committee of Congress. (2) An Inspector General (3) The Government Accountability Office, (4) A Federal employee responsible for contract oversight or management at the relevant agency. (6) An authorized official of the Department of Justice or other law enforcement agency. (6) A court or grand jury. (7) A management official or other employee of the contractor or subcontractor who has the responsibility to investigate, discover, or address misconduct. (c) An employee who initiates or provides evidence of contractor or subcontractor misconduct in any judicial or administrative proceeding relating to waste, fraud, or abuse on a Federal contract shall be deemed to have made a disclosure. 3.908.9 Contract clause. Contractor Employee Whistleblower Rights and Requirement to Inform employees of Whistleblower Rights (Sept. 2013) (a) This contract and employees working on this contract will be subject to the whistieblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U S C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112 -239) and FAR 3 .908. Page 12 of 16 „ 20A -55 (b) The Contractor shall inform its employees in writing, In the predominant language of the workforce, of employee whlatleblower rights and protections under 41 U.S.C. 4712, as described In section 3= of the Federal Acquisition Regulation. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simpiified acquisition threshold. Automatic Drawdown (Ditect/Advanoe Payments): Payment under this award will be made available through the Department of Health and Human Services (HHS) Payment Management System (PMS), PMS WIN forward instructions for obtaining payments. S coCipsoongignoe fled Louch.Me U.S. Postal Serv, be d of s• Director, Division of payment Management P.C. Box 6021 Rockvfile, MD 20852 Phone Number: (877) 614.5533_ Email: PMSSUpport @psc.gov Webs)W ov h x Note: To obtain the contact information of PMS staff within respective Payment Branches refer to the links listed below: University and Non -Profit Payment Branch: htto: / /www.dom oso aovlcontactsldnm cantact iist/univ nonprofit asox ?exotorPer event �r ue • Governments! and Tribal Payment Branch: • Cross Servicing Payment Branch: htt // .d c. to d coot ct list/ r ss se icon . x • International Payment Branch; Bhavin Patel (301) 443 -9188_ U.S. Department of Health and Human Services Division of Payment Management 7700 Wisconsin Avenue, Suite 920 Bethesda, MD 20814 To expedite your first payment from this award, attach a copy of the Notice of Grant/Cooperative Agreement to your payment request form. The grant document number and subaccount title (below) must be known in order to draw down funds from this P Account, Grant Document Number. 005861DP14 SubaccountTitle: DP141417PARTIMPICH14 Acceptance of the Terms of an Award: By drawing or otherwise obtaining funds from the grant Payment Management Services, the grantee acknowledges acceptance of the terms and conditions of the award and is obligated to perform in accordance with the Page 13 of 16 20A -56 requirements of the award. If the recipient cannot accept the terms, the recipient should notffy the Grants Management Officer within thirty (30) days of receipt of this award notice. Certification Statement; By drawing down funds, the grantee certifies that proper financial management controls and accounting systems, to include personnel policies and procedures, have been established to adequately administer Federal awards and funds drawn down. Recipients must Comply with all terms and conditions outlined in their NOA, including grant Policy terms and conditions contained in applicable HHS Grant Policy Statements, and requirements imposed by program statutes and regulations and HHS grants administration regulations, as applicable; as well as any regulations or limitations in any applicable appropriations acts. Grantees must submit closeout reports in a timely manner. Unless the Grants Management SpecialistlGrents Management Officer (GMSIGMO) approves a deadline extension the grantee must submit all closeout reports within 90 days after the last day of the final budget period, Reporting timeframe is September 30, 2014 through September 29, 2017. Failure to submit timely and accurate final reports may affect future funding to the organization or awards under the direction of the same project Direclor/Principal Investigator (PD /PI). Alt manuscripts published as a resuh of the work supported in part or whole by the cooperative grant must be submitted with the progress reports. An original plus two copies of the reports must be marled to the GMS for approval by the GMO by the due date noted. Ensure the Award and Program Announcement numbers shown above are on the reports. The final and other programmatic reports required by the terms and conditions of the NoA are the following. Final Performance Report: An original and two copies are required. At a minimum, the report should Include the following: • Statement of progress made toward the achievement of originally stated aims. • Description Of results (positive or negative) considered significant. • list of publications resulting from the project, with plans, if any, for further publication, Final Federal Financial Report (FFR, SF -425). The FFR should only include those funds authorized and actually expended during the timeframe covered by the report. The Final FFR, SF-425 is required and must be submitted through eRA Commons no later than 90 days after the end of the project period. This report must indicate the exact balance of unobligated funds and may not reflect any unliquidated obligations. Should the amount not match with the final expenditures reported to the Department of Health and Human Services' Payment Management Services (PMS), you will be required to update your reports to PMS accordingly. Remaining unobligated funds will be de-obligated and returned to the U,$. Treasury. If the final reports (FFR and Final Progress Report) cannot be submitted within 90 days after the end of the project period, In accordance with 2 CFR Parts 200.343 (Closeout), 225 and 230, the grantee must submit a letter requesting an extension that includes the justification for the delay and state the expected date the CDC Procurement and Grants Office will receive the reports. All required documents must be mailed to the business contact identified in Staff Contacts. Equipment Inventory Report; An original and two copies Of a complete inventory must be submitted for all major equipment acquired or furnished under this project with a unit acquisition cost of 35,000 or more. The Inventory list must include the description of the item, manufacturer serial and/or Identification number, acquisition date and cost, percentage of Federal funds used in the acquisition of the item. The grantee should also identify each item of equipment that It wishes to retain for continued use in accordance with 2 CFR Parts 200. 215.37 or 2 CFR Part 215.71. These requirements do apply to equipment purchased with non - federal funds for this program. The awarding agency may exercise its rights to require the transfer of equipment purchased under the assistance award referenced in the cover letter. CDC will notify, the grantee if transfer to Page 14 of 16 20A -57 title will he required and provide disposition instruction on all major equipment. Equipment with a unit acquisition cost of less than $5,000 that Is no longer to be used in projects or programs currently or previously sponsored by the Federal Government may be retained, sold, or otherwise disposed of, with no further obligation to the Federal Government If no equipment was acquired under this award, a negative report is required. Final Invention Statement An original and two copies of a Final Invention Statement are required. Electronic versions of the form can be downloaded by visiting tit JJxvM- hhs oov/forms/hhgW 8 odf. If no inventions were conceived under this assistance award, a negative report is required. This statement may be included in a cover letter, Rotes and ResponsiblUties: Grants Management Specialists/Officers (GMOIGMS) and Program /Project Officers (PO) work together to award and manage CDC grants and cooperative agreements. From the pre- planning stage to closeout of an award, grants management and program staff have specific roles and responsibilities for each phase of the grant cycle, The GMSIGMO Is responsible for the business management and administrative functions. The PO is responsible for the programmatic, scientific, andfor technicai aspects. The purpose of this factshaet Is to distinguish between the roles and responsibilities of the GMOIGMS and the PO to provide a description of their respective duties. Grants Management Officer: The GMO is the federal official responsible for the business and other non - programmatic aspects of grant awards including: • Determining the appropriate award instrument, i.e.; grant or cooperative agreement • Determining if an application meets the requirements of the FOA • Ensuring objective reviews are conducted in an above- the -board manner and according to guidelines set With in grants policy • Ensuring grantee compliance with applicable laws, regulations, and policies • Negotiating awards, including budgets • Responding to grantee inquiries regarding the business and administrative aspects of an award • Providing grantees with guidance on the closeout process and adrrdnistering the closeout of grants • Receiving and processing reports and prior approval requests such as changes in funding, carryover, budget redirection, or changes to the terms and conditions of an award • Maintaining the official grant file and program book The GMO is the only official authorized to obligate federal funds and is responsible for signing the NOA, including revisions to the NoA that change the terms and conditions. The GMO serves as the counterpart to the business officer of the recipient organization. GMO Contact: See Staff Contacts Mow for the assigned GMO Grants Management Specialist: The GMS is the federal staff member responsible for the day - to-day management of grants and cooperative agreements, The GMS is the primary contact of recipients for business and administrative matters pertinent to grant awards. Many of the functions described above are performed by the GMS on behalf of the GMO. GMS Contact: See Staff Contacts below for the assigned GMS Programf elect Officer: The PO is the federal official responsible for the programmatic, scientific, and /or technical aspects of grants and cooperative agreements including: • The development of programs and FOAs to meet the CDC's mission • Providing technical assistance to applicants in developing their applications e,g. explanation Of programmatic requirements, regulations, evaluation criteria, and guidance to applicants on possible linkages with other resources • Providing technical assistance to grantees in the performance of their project Page 15 of 16 20A -58 • Post -award monitoring of grantee performance such as review of progress reports, review of prior approval requests; conducting site visits, and other activities complementary to those of the GMO /GMs Programmatic Contact: Project Officer, Audrey Williams Centers for Disease Control Telephone: 770. 488 -5941 Email: agw2 @odc.gov STAFF CONTACTS 2GM1 is Management Specialist: Cynthia M Atkins -woods 2920 Brandywine Road Ms K-69 Atiants, GA 30341 Email: vfi4 @cdc.gov Phone: 770. 488 -3181 Fax: 770- 488 -2870 Grants Management Officer: Vivian F. Walker Centers for Disease Control and Prevention Procurement and Grants Office Koger Center, Colgate Building 2920 Brandywine Road, Mail stop E-09 Atlanta, GA 30341 Email: vew4 @cdc.gov Phone: 770.488 -2077 SPREADSHEET SUMMARY GRANT NUMBER: I U58DPOO5861 -01 INSTITUTION: COMMUNITY ACTION PARTNERSHIP /ORANGE CNTY Page 18 of 16 20A -59 20A -60 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: CONTRACT AWARD TO AMTECH ELEVATOR SERVICES FOR ELEVATOR MAINTENANCE AND REPAIR SERVICES (SPEC. NO. 13 -070) (ST R GI /, CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 16tReading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to Amtech Elevator Services for elevator maintenance and repair services on the elevators at the Police Department, for a two -year period in an annual amount of $61,000 not to exceed the amount of $122,000 with provisions for two one -year renewals exercisable by the City Manager, subject to non - substantive changes approved by the City Manager and City Attorney. The Finance and Management Services Building Maintenance Division (Building Maintenance) is responsible for maintaining approximately 30 elevators in City buildings. In order to comply with regulations from the State of California Department of Industrial Relations, Division of Occupational Safety and Health (Cal- OSHA), regular preventive maintenance and periodic testing is required. Upon successful inspection by a Certified Conveyance Technician, a conveyance permit for each piece of equipment is issued. Council awarded the elevator maintenance contract to Excelsior Elevator Services on January 21, 2014, (Spec. No. 13 -070). The Building Maintenance Division entered into a three -year contract with two one -year options with Excelsior Elevator Services (Excelsior) who offered the best pricing. Over the past year, the Police Department (PD) experienced elevator failure and excessive down time. Building Maintenance and PD staff actively worked with Excelsior Elevator to improve the elevator maintenance services being provided at PD facilities, and service continued to be unsatisfactory. One of the Holding Facilities freight elevator 4H has been inoperable since March 2014, and is now having the drive replaced. To augment the City's evaluation of Excelsior's contract performance, the City contracted with HKA Elevator (HKA), a third party consultant to assess possible causes for PD elevators being out of service for an excessive period of time, which impacted PD Holding operations. The findings by HKA disclosed various deficiencies and discrepancies, specifically Excelsior's failure to satisfactorily maintain the Police Department's elevators as operational. 22A -1 Contract Award for Elevator Maintenance and Repair May 19, 2015 Page 2 The City provided Excelsior Elevator with a corrections demand letter dated January 9, 2015, outlining Excelsior's continued lack of performance in meeting the terms outlined in the contract. Furthermore, correspondence was also prepared by the City Attorney's Office to Excelsior on March 24, 2015, terminating the City's contract with the firm for servicing PD elevators. The contract executed between the City and Excelsior allowed for the termination of the contract by each respective party, where the service standards as outlined in the agreement were not being met. Building Maintenance contacted the next highest ranked firm, Otis Elevator Company; however they declined to honor their 2014 proposal pricing. Subsequently Building Maintenance staff met with the next highest ranked firm, Amtech Elevator Services and they agreed to honor their pricing of $4,250 per month for the PD and Detention facility elevator maintenance and repair services, as outlined in their 2014 proposal. Amtech is a recognized leader in elevator maintenance and has agreed to the service standards as outlined in the City's RFP. In order to address any future emergency needs, a $10,000 contingency has been added to the agreement for an annual contract amount of $61,000, or $122,000 for the full two -year term. 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 Police Department Building & Facility Contract Services account (no. 01114403 - 62300) for the following fiscal years: FY 2014 -15 - $4,250; FY 2015 -16 - $61,000; FY 2016 -17 - $56,750. Carlos Rojas Chief of Police Police Department LE /RC /ds /ja APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services AgencYA_ 11 22A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: CONTRACT AWARD FOR AN ELECTRONIC QUEUING SYSTEM AT THE DEVELOPMENT SERVICES PUBLIC COUNTERS WITH Q -MATIC CORPORATION (SPEC. NO. 14 -078) {STRATEGIC PLAY NO. 3,3A) �,OP- G/7, CITY MANAGER 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 Award a contract to Q -Matic Corporation for the purchase of an electronic queuing system and associated software for the Development Services public counters (Planning, Building, Public Works, Code Enforcement), in an amount not to exceed $53,140, subject to non - substantive changes approved by the City Manager and City Attorney. Finance, Economic Development and Technology Council Committee At its regular meeting on January 12, 2015, City staff presented a project update to the Finance, Economic Development and Technology Committee. The Committee was supportive of the project with a recommendation to ensure that the selected system was customer friendly and simple enough to be utilized by all customers visiting the Development Services counters. The recommended system will offer instructions in both English and Spanish and will include an option to allow a customer to sign -in even if they are not sure who they need to speak to. Staff will also be available to provide assistance to customers as needed. DISCUSSION The Development Services counter area includes the Planning Division, Building Safety Division, Public Works Agency and Community Preservation (Code Enforcement) Division. These counters serve residents, business owners and developers wishing to obtain permits or zoning information. In addition, services provided include, reviewing plans and applications for compliance with the Zoning Code, issuing construction, grading and street improvement permits, as well as coordinating the plan review and inspection process. Additionally, the Code Enforcement counter is available for customers to submit complaints or to meet with a Code Enforcement Inspector to review notices and /or citations they have received and discuss options for compliance. The counters are open from 8:00 a.m. to 4:00 p.m. daily and serve approximately 3,000 customers per month. 2213-1 Contract Award for Electronic Queuing System May 19, 2015 Page 2 In recent years, the Planning and Building Agency has pursued opportunities to improve the customer experience in the Development Services lobby. To date lobby improvements include: updated furniture and paint, Wi -Fi, charging stations and improved lighting and signage throughout the lobby. With the goal to improve customer wait time and provide a more efficient automated process to better serve the public, an electronic customer flow management system is recommended. The system will automate the current manual customer sign -in process at the Planning, Building, Public Works and Community Preservation counters. This automated system will create an organized and comprehensive method for managing customers as they move through the permitting process at the counter. In addition, the system will provide real -time performance data as well as reporting to agency management and the public regarding wait and processing times at the public counters. On October 30, 2014 the City issued a Request For Proposals (RFP) for an electronic queuing system. Five proposals were received and reviewed by staff consisting of representatives from the Administrative Services Division, Planning Division, Building Division and Public Works Agency, and scored as follows: Firm Average Score Q -Matic 82.7 Q- Less 79.7 ACF 78.0 Nemo -Q 77.1 Lavi Industries 47.1 Based on these scores and additional follow -up research, the recommended vendor to provide the customer flow management system is Q- Matic. Q -Matic is a global market leader in customer flow management solutions with 30 -years of experience and over 58,000 systems worldwide. Q- Matic is used in several local Planning and Building Departments including the Cities of Long Beach, Huntington Beach, Irvine, Santa Monica and Glendale. The proposed system will initially service only the Development Services counters (Planning, Building, Public Works, Code Enforcement), but is designed to be expandable to allow for the addition of other first floor services in the future (i.e. Business Licensing and Utilities). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 3 (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy A (Continue to develop and promote online services such as e- permits, inspections and plan review to increase flexibility and access to City Hall customers). 228 -2 Contract Award for Electronic Queuing System May 19, 2015 Page 3 FISCAL IMPACT Funds for this project are available in the Planning and Building Agency Contractual Services account (no. 01116510 - 62300). Vince Fregoso AICP Interim Executiv D' ector Planning & Building Agency MF /EG: mkeportslElectronic Queuing System RFCA APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency�- 22B -3 22B -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: CONTRACTS AWARD FOR INMATE SUPPLIES (SPEC. NO. 15 -011) {STRATEGIC PLAN NO. 1, 4} C ty, CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance onI "Reading ❑ Ordinance on 2ndReading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Reject the bid from Tronex International, Inc. as nonresponsive to the specification. 2. Award contracts for the purchase of inmate clothes, shoes, linens and personal care items for a two -year period in annual aggregate amount not to exceed $70,000, with provisions for three one -year renewals exercisable by the City Manager, subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor: Categories: Amercare Products, Inc. Personal Care Items Bob Barker Co, Inc. True Uniform DISCUSSION Undergarments & Shoes Uniforms & Linens F.1% TIM $30,000 $15,000 $25,000 The City of Santa Ana maintains a 512 -bed holding facility which houses inmates during the arraignment and hearing process. The State of California Title 15 provides standard local detention facility guidelines which mandate all inmates must be supplied with a clean shirt, pants, undergarments, shoes, linens and basic necessary hygiene items. Upon intake, inmates are provided two full sets of clothing, including undergarments and one set of shoes. Personal care items and linens such as towels, sheets, soap, toothbrush /paste, shampoo, and deodorant are also issued. The contract is designed to facilitate daily operations by providing clothes, shoes, personal care items on an as- needed basis at a significant cost savings based on quantity pricing. 22C -1 Contracts Awards for Inmate Supplies May 19, 2015 Page 2 The notice inviting bids was advertised on February 10, 2015 on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 35 Vendors were notified 12 Vendors downloaded the bid packet 0 Received from Santa Ana vendors 7 Bids received The bids were received and opened on February 23, 2015 and evaluated (Exhibit 1). The bids received from Amercare Products, Bob Barker Co, Inc., and True Uniform are all responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Objective #4 (Ensure a sound fiscal model for jail operations through coordinated efforts with personnel from the City Manager's Office, Police Department, City Attorney's Office, Finance, and Personnel). FISCAL IMPACT Funds are available in the Jail Operations - Miscellaneous Operating Expenses account (no.01114475- 63001). Carlos Rojas Chief of Police Police Department EG Exhibit: Bid Abstract APPROVED AS TO FUNDS AND ACCOUNTS: AWySSC4 ",t a s ev Francisco Gutierrez Executive Director Finance and Management Services Agency/_, U 22C -2 Contracts Awards for Inmate Supplies May 19, 2015 Page 3 IFB 15 -011 Inmate Supplies BID OPENED 2 -23 -15 Amercare Uniforms True American Bob Products Charm -Tex Mfg. Uniform Tex -Chem Barker Co CAT -1 UNIFORMS uniforms -pant * 78.54/dz 73.00 /dz 70.20 /dz * 81.00 /dz uniforms -shirt * 70.90 /dz 58.20 /dz 57.00 /dz * 64.80/dz uniforms -t- shirts * 33.90/dz 24.72/dz 33.00 /dz * 33.60/dz uniforms - coverall * 49.90/cs 85.68 /cs 35.00 /cs * 55.00 /cs Total $233.24 $241.60 $195.20 N/A $234.40 CAT -2 UNDERGARMENTS undergarments- briefs * 13.90/dz 18.16/dz 15.95/dz * 13.00 /dz undergarments -panty * 7.90 /dz 10.28/dz 9.40 /dz * 7.00 /dz undergarments -bra * 23.90/dz 24.20/dz 25.95/dz * 20.50 /dz undergarments -socks * 7.36 /dz 7.25 /dz 6.95/dz * 6.00 /dz Total $53.06 $59.89 $58.25 N/A $46.50 CAT -3 SHOES shoes -deck * * 4.66/pr 3.50 /pr * 3.30 /pr shoes - sandals * * 5.75/pr 4.95/pr * 3.00 /pr shoes - shower shoes * * 2.67/pr 2.50 /pr * 1.78 /pr Total N/A $13.08 $10.95 N/A $8.08 CAT -4 LINENS linens- bath towels * 13.90/dz * 13.50/dz * 14.50 /dz linens -flat sheet * 39.90/dz * 38.75/dz * 49.00 /dz linens - pillowcases * 11.90/dz * 11.75/dz * 16.00 /dz linens - blankets * 83.54/dz * 84.00/dz * 84.00 /dz Total $149.24 N/A $148.00 N/A $163.50 CAT - 5 PERSONAL CARE various items Total $29,391.10 * * * $31,499.30 $38,626.37 Tronex International, Inc Non- Responsive (did not bid all items in any one given category). *no bid or did not respond to all items in that category to be considered. Exhibit 1 22C -3 22C -4 REQUEST FOR COUNCIL ACTION' CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: AGREEMENT WITH OCCU -MED, LTD. FOR COMPREHENSIVE MEDICAL SERVICES REVIEW PROGRAM {STRATEGIC PLA NO, 1, 5E} r-nC CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0210001--:4-11k 0 As Recommended ® As Amended El Ordinance on 1 *� Reading L7 Ordinance on 2'a Reading [� Impiementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Occu -Med, Ltd., subject to non- substantive changes approved by the City Manager and City Attorney, to provide a comprehensive medical services review program for a three -year period expiring on June 30, 2018 In an amount not to exceed $75,000 per Fiscal Year, for total compensation not to exceed $225,000 over the three -year period. r • It has been several years since the City has reviewed its current processes regarding employee medical examinations, Staff issued a Request for Proposals (RFP) in January 2016. The scope of work outlined in that RFP Includes the following: Effectively coordinate, schedule and evaluate the results of a variety of medical examinations for City employees, including; o pre - employment medical examinations and screenings; o post - exposure medical examinations and screenings; o fitness for duty examinations; o Department of Motor Vehicles (DMV) Driver's License physical examinations; o certain Department of Transportation (DOT)- related drug and alcohol examinations and screenings; and o California OSHA (Occupational Safety and Health Act) occupational testing such as periodic evaluation of respiratory, audio and chest functions, as well as Hepatitis vaccinations and boosters, as needed. 25A -1 Agreement with Occu -Med, Ltd. May 19, 2015 Page 2 of 3 Additionally, as part of effective medical services review program management, the Consultant shall: « Maintain a network of qualified and trained medical providers and medical specialists for necessary exams; * Orient City staff in the legal /medical /risk management and human resources aspects of Consultant services; • Communicate directly with applicants to obtain confidential medical Information that is needed for clearance for a particular job; • Conduct further investigation of medical conditions as identified during these exams; « Schedule, coordinate and maintain immunization records for current employees; « Provide written reports for each review undertaken for each applicant; • Facilitate additional reviews for applicants with medical or physical conditions requiring further testing or submission of additional information; « Manage all bill review functions for the medical exams performed by clinics; and, • Provide City staff access to Consultant's tracking system. A team of four City staff was organized to review the proposals. The following criteria were established for review of proposals: • Qualifications and Experience 25% • Understanding the Scope of Work 25% • Demonstrated Knowledge of Health and Safety Related Work 25% • Staff Availability 10/0 • Cost competitiveness 10 %; and • Responsiveness of the Proposing Firms and Fee Schedules 5% Qccu -Med, Ltd. was the selected respondent to the RFP. Approval of this recommended action will allow the City's Personnel Services Department to Implement a comprehensive medical services review program that will streamline and expedite the various medical processes required of our employees. STR6TEG19 PLAN A IGNMENT Approval of this item supports the City's efforts to meet Goal ##7 Team Santa Ana, QMjective ##6 (Create a culture of Innovation and efficiency within the organization), Strategy E (Identify best practices and opportunities for process improvement and automation across City departments in order to provide effective and efficient delivery of City services to the community). 25A -2 Agreement with May 19, 2015 Page 3 of 3 Occu -Med, Ltd. FISCAL IMPACT Funds are budgeted in fiscal year 2015 -16 Liability and Property Insurance account (60% account no. 08009051 - 62300), Workers' Compensation account (20% account no. 08209054 - 62300), and Personnel Services account (20% account no. 01109050- 62300). Edward S. Raya Executive Director Personnel Services APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency �✓ Exhibit: Agreement between the City and Occu -Med 25A -3 25A -4 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 19`h day of May, 2015 by and between Occu -Med, Ltd., a professional 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 medical consultant having special skill, knowledge and expertise in the field of medical services to provide a fully comprehensive and legally - defensible medical services review program as an essential part of the City's objective to provide and maintain a qualified work force. 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 organize, schedule, manage, and /or evaluate a comprehensive range of medical services and examinations, as set forth in its Proposal dated February 9, 2015 attached hereto and incorporated herein by reference ( "Exhibit A "), including but not limited to: a) For prospective and current City employees to perform the duties of the position for which they are being considered (pre - employment assessments), using pre- determined medical protocols for each job classification; such protocols may be modified by the physician, in consultation with the City's Executive Director of the Personnel Services Department, or his /her designee, as is necessary to make a determination as to suitability for employment; b) For current City employees being considered for employment in Department of Transportation (DOT) and non -DOT positions requiring pre - placement or pre - assignment drug screens; c) Fitness for Duty examinations (Industrial and non - industrial), and provide reports and recommendations regarding the suitability of current employees to continue to perform their duties; d) Urine and breath specimen collection, laboratory analysis and Medical Review Officer (MRO) responsibilities; e) Department of Motor Vehicles (DMV) Driver's License physical examinations; f) DOT - mandated drug and alcohol testing of employees considered 'safety sensitive' as defined under DOT regulations and City policy. Consultant shall ensure all such testing complies with DOT testing procedures as per 49 CFR, Part 40; such testing to include pre - employment and pre - assignment. 25A -5 City shall be responsible for the organization, scheduling, and management of DOT and non - DOT "reasonable suspicion" drug and alcohol testing, and DOT "random" and "post- accident" drug and alcohol testing. Consultant shall facilitate evaluation of the results of said testing by qualified personnel, in accordance with the provisions of the Agreement and relevant laws and regulations. Consultant shall ensure that clinics used for DOT- related drug and alcohol testing maintain a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA)- certified laboratory. Consultant shall ensure turn - around time from specimen collection to obtained test results shall be a maximum of three (3) working days for a negative test, and a maximum of five (5) working days for a positive test. Consultant shall comply with all state and federal laws including but not limited to the Health Insurance Portability and Accountability Act of 1996 and the Genetic Information Nondiscrimination Act of 2008. As part of the medical services review program, Consultant shall: 1) Analyze current job classification specifications and make recommendations for the City's use in the medical examination and drug testing process. 2) Provide training to City Personnel Services staff in administration procedures of Consultant's medical services review process. 3) Communicate with City Personnel Services staff regarding applicants' or employees' progress throughout the medical services review process. 4) Communicate directly with applicants and City Personnel Services staff throughout the pre - employment or pre - assignment process in regard to results and medical conditions as ascertained through the medical or physical examinations. 5) Provide an electronic final report in a format established by City Personnel Services staff at its sole discretion, outlining each candidate's pre - employment placement medical evaluation and results. 6) Provide quarterly electronic activity reports, in a format established by Personnel Services in its sole discretion, on the nature and number of examinations conducted, including but not limited to results and final dispositions. 7) Provide a detailed quarterly explanation and summary of charges incurred. 8) Provide all quarterly and annual summaries as required under the DOT; 9) Provide consultation as needed to Personnel Services staff regarding medical services provided and outlined in the Agreement. 10)Consultant solely shall review all pre - employment /pre- placement medical evaluation services and maintain records, pursuant to the Agreement, in accordance with State and Federal laws, or as otherwise reasonably required by the City, and to the fullest extent permitted by law. 11)Consultant agrees to permit duly - authorized agents and employees of the City to review such records. 12)Consultant shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the fees paid under this Agreement. Consultant will make materials available at their offices at reasonable times and notice, during the period of the Agreement and for three (3) years after date of final payment under the Agreement for inspection by the City or by any other governmental entity or Department participating in the funding of the Agreement, or any authorized agents thereof. 13) Consultant's documents shall not be used, duplicated, or disclosed to any other third party without written permission, unless such disclosure is required by law. Consultant shall not be required to create or maintain books and records not required 25A -6 in the ordinary course of Consultant's business operations, nor will the Consultant be required to disclose any information, including but not limited to product cost or pricing data, which Consultant considers confidential or proprietary. 14)Any Agreement changes which are mutually agreed upon by and between the parties shall be incorporated in written amendments to the Agreement. 15) if the circumstances on a particular hearing and /or court proceeding warrant the presence of a competent and knowledgeable representative of the Consultant, in the sole discretion of the City, City will request and Consultant shall provide such representative, at no additional cost to City. Additionally, as part of the medical services review program, Consultant shall: • Maintain a network of qualified and trained medical providers and medical specialists for necessary exams; • Orient City staff in the legal /medicallrisk management and human resources aspects of Consultant services; • Communicate directly with applicants to obtain the confidential medical information that is needed for clearance for a particular job; • Manage all bill review functions for the medical exams performed by clinics; and, • Provide access for City staff to Consultant's tracking system. Depending on job classification, pre - employment and pre- assignment medical examination processes may include: job profile review; review of medical history; check vital signs; detailed vision exam, including check of near /far /peripheral vision, Ishihara 14 and primary color; audiogram (if classification has specific occupational noise exposure or critical hearing demands); chest x -ray; EKG or treadmill stress EKG; Spirometry; chem panel 20; CBC w /diff; dipstick UA, or UA w /Micro (to lab); venipuncture & collection. Individual medical exams, such as post exposure, fit for duty, or other examinations, as needed, may include one or more of the following: • Audiogram • Back X -ray • Blood Lead Level ZZP • Blood screens — 7 panel drug screen • Blood screens -- 9 panel drug screen • Blood chemistry profile (SMA 24 or equivalent) • Complete blood count (CBC w /diff) • Chest X -ray • DMV Physicals • Electrocardiogram • Hepatitis "A" blood screen • Hepatitis "B" blood screen • Hepatitis "B" booster • Hepatitis "B" titer • Hepatitis "B" Vaccine • Hepatitis "A" Vaccine • Hepatitis "C" blood screen • HIV blood screen • Pulmonary function test • Respirator Fit test 25A -7 • Respirator Physical • Respirator Questionnaire if PX is not required with clearance • TB test • Urinalysis: • Urinalysis with microscopy (UA w /micro) • Urinalysis with dipstick (Dipstick UA) 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in its Proposal ( "Exhibit X). The total annual sum to be expended under this Agreement shall not exceed $75,000.00, with total compensation over the three year term not to exceed $225,000.00. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. ter: %r This Agreement shall be for a term of three (3) years, commencing on July 1, 2015 and terminating on June 30, 2018, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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: 25A -8 a. Commercial General Liability Insurance. i. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees 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. ii. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. Errors and Omissions. Consultant shall maintain professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal 25A -9 injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the 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. 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. CONFIDENTIALITY Consultant shall conform to all Health Insurance Portability and Accountability Act (HIPAA) requirements regarding examinations performed by Consultants. 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. 8, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25A -10 To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 P.O. Box 1988 Santa Ana, CA 92702 -1988 Facsimile: (714) 647 -6956 With courtesy copies to: Executive Director of the Personnel Services Department City of Santa Ana 20 Civic Center Plaza, M -24 P.O. Box 1988 Santa Ana, California 92701 -1988 Facsimile: (714) 647 -6930 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: Occu -Med 2121 West Bullard Avenue Fresno, CA 93711 Facsimile: (559) 435 -7200 Phone: (559- 435 -2800 (x207) Attn: Christopher St. George A party may change its address by giving notice in writing to the other party, Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address, If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25A -11 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, that terms and conditions hereof, shall not bind or obligate Consultant nor the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex (including gender identity and gender expression), marital status, sexual orientation and genetic characteristics (including genetic tests of the individual or the individual's family, and manifestation of a disease or disorder in the individual's family members, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 25A -12 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25A -13 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: mac_ " t Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Edward S. Raya Executive Director of the Personnel Services Department CITY OF SANTA ANA: DAVID CAVAZOS City Manager CONSULTANT: Christopher St. George, Director, Global Business Federal ID Number: 52 -23335 io 25A -14 Exhibit A Scope of Services /Proposal 25A -15 1 1 1 ► City of Santa Ana 1 Response to Request for Proposal (RFP) Medical Services Re%iew 1 E - _ T 1- 1 1 A #r ! 1 ! ! Proposal Submitted b); 1 ! ! OCCU -MED ! F'chruan 9. 20 15 ! Corporate HQ - 2 12 1 West Bullard Avenue, Fresno, CA 93711 ! 'FAX 1[):522333519 ! 559.435.7200 - Faz Contact: Chris St. George 559.-435.2300 x207 - Telephone cstgeorte(a occu- med.com � �cw��,occu- med.com ! y a P. =� °6 Occu -ME® I FcbrUarb 9, 201 S Mary Kelley Project Manager City of'Santa Ana 20 Civic Center Plaza, M -24 Santa Ana, CA 92702 -1988 1 RE: Request for Proposal of Medical Services Review Cover Letter u Dear Ms-. Kellett: I CAllt'� �.,t�r�i rl.i alt Occu -Med has over a 35 -year history of providing our quality- driven, customer - service oriented Pre- Placement & Periodic Medical Evaluation Program to hundreds of cities and counties throughout California, forming close working relationships with human resources and risk management staff members with virtually every municipality we work H ith. Our consulting services allow our clients to continually access a turnkey system for completing medically appropriate and legally defensible pre - placement and periodic medical evaluations. Occu -Med's methodology for providing medical eva]uation services will consider the City of Santa Ana's need for an end -to-end solution in managing what is oftentimes one of the most challenging aspects of the on- boarding process. In addition to providing our core medical exam review service called EXANI,CQA, Occu -Med's services include the scheduling and tracking of the entire evaluation process and we ensure that results are furnished to Occu -Med for review in as timely a manner as possible. Occu -Med has been proud to continue to serve many cities in Southern California providing this exact same service to dozens of cities including some of your neighbors: the City of Anaheim, the City of Costa Mesa and the City of Fullerton's Police Department. Regardless of how simple or dynamic an evaluation might be we ahvays furnish a clear and legally defensible medical recommendation as to whether or not each applicant is able to safely perform the essential functions of the job with or without reasonable accommodation. As ue continue to perform our service for our hundreds of clients in California, nationwide and around the world, we are pleased to present our proposal for your review, and we uroWld be honored to begin providing out- services to the Citp of Santa Ana. t OCCn -Merl appreciates this opportunity and xsc look I'orrvard for hearing from you. t Sincerely, Christopher St. George Director, Global Business Services 212114 cni BuI III Id -'O 0n ❑e. Fresno. Cali kmiia 93711 - ) 0) 181111 1-m: 5i9.43i.7211n 1 ,�,cw,occwmcd.ann 25A -17 City of Santa Ana Response to RequesL for Proposal (RFP) Medical Serx ices Rex iex Table of Contents Page Number (\'mpuo�|dkntiDmtinn COVER PAGE Organizational and Credentials } lmp|emonmboo/Wxty1un 8 DUUns/Re iog, is (19'sExhihiu Appendices z�Uo*Med ���� ��� ��U 8 1 City of Santa Ana Response to Request for Proposal (RFP) Medical Son ices Review 1 219/15 1. Organizational and Credentials OCCLI -Med'S founder (now President and C E'0 of' the coin pan)) directed it project (which evuntuall) ec)ended more than `62 million in cash and in -kind contributions) funded b) the United Suites Civil Service Commission in 1976 "to develop and implement nn improved system of physical and medical standards and procedures for employment" The goals ol'this project were: a) to ensure workers were able to safely perform the essential function of theirjobs, b) reduce the costs associated with worker injuries, and c) protecting the rights of the disabled b) developing a medically appropriate and legally deronsible methodology for determining what medical conditions, injuries or illnesses allowed for reasonable accommodation. 'The Director ol'this project, Jim .Johnson, having spent his previous two years at the Connt) Supervisors' Association of California ("CS AC-) as, among other assignments, staff to the statewide association of District Personnel Administrators, obtained a secondary grant to expand this project to include the entire state of California and to form an Advisory Group of representatives from more than thirty Counties, several Citics and various state and federal agencies enforcing the newl} enacted legislation protecting the employment rights of the handicapped. Based on the original research conducted then, Oceu -Med's methodolog) for managing employment medical evaluations was born. Occu -Med has gained a thorough understanding of employ ment laws and regulations over its 35 years of providing these services, and we know the importance of having a complete Understanding of the physical 1 and environmental factors that the employee will face in the workplace before a placement recommendation is made. Oceu -Med has both legal and medical staff, and, because awe thoroughly understand medicine, the law and the requirements of he job in question. Nie are able to confidently permit placement of applicants and employees n\ ho Lire able to safely perform the essential duties of the ,job with or without reasonable accommodation and are able to recommend (just as confidend }) the disqualification of individuals who are Unable to sarcl) perform the essential cluties of the job (again, Mt It or without reasonable accommodation). For example. as part of our scn ices NA track. monitor and opine on updates to the Occupational Health and Safety Administration (OSHA) and the Americans with Disabilities Act Amendments Act or 2ow (ADAAA). Health Insurance Portahiliq and Accountahilit) Act (HIPAA), the California hair Employment and Housing Act (FEHA). Peace Officer Standards and Training (POST) Guidelines and National Fire Protection Associated Guidelines (NFPA) 1582 o -hich sometimes go unnoticed b) Risk Managers and ESH &S personnel, 3 o it, is the employer who will be left to pa) the bill should an applicant be tested inappropriateh during a pre- placunent medical exann. And just as importanti) awe ensure the quality of each clinic, proN ider, and lahorator) in our medical network including: ,Joint Commission, State Medical Board and SAMHSA accreditation. We believe it is- ? Occu -Med 25A -19 City of Santa Ana Response to Request for Proposal (UP) Medical Sen ices 12ca iew 12/9/1" incumbent upon Occu -Med to remain an authority in the relevant legal changes within which such emp]oytnent clecisions must be macle. We hate received numerous testimonies fiom our clieais regarding the quality or our SCII iCe. Some of Occu- Nled's client references are included as Exhibit D. Oeeu -Mad is open Monday- Friday 7am -6pm PI'. OCCn -Med maintains multiple offices throughout the United States including one in Dem er, CO and another in Fort Worth.l'X. Between the three (3) offices we maintain an average staff ol'approximately 50 employees. Correspondence regarding our proposal or any negotiations can be directed to Christopher St. George at either address listed on our cm er pave or by phone at: 559.435.2800 x207. Qualifications and Experience of Key Personnel /Staffing Occu -Med's Medical Director is Deconna M. Kaji M.D. Dr. Kaji gtatduated Magna Cum Laude from the University of California, Berkeley and the University of Hawaii, John A. Burns School of Medicine. She received her surgery training at the University of Southern California and is a Board Certified Urologist. She has served as Professor of Urology and Assistant Chief of the Department of Urology at the Children's Hospital of Los Angeles, the University of Southern California and the University of Colorado. Dr. Kaji has served on Occu -Med's Board of Directors and managed its Medical Adcisop Board for more than 30 years, and she has been the Company's Medical Director for more than 20 years. She has participated in all of the Company's medical research, having met with the medical specialists and sub - specialists representing 12 separate body systems who initial]v formulated Occu -Med's Compendium of Medical Standards. She has continued to supervise and participate in every medical research meeting addressing the continued efi'cctiveness and appropriateness of this Compendium of what is now termed Medical Guidelines, Dr. Kaji supervises all medical specialists currency on retainer to Occu -Med. Further, as Medical Director, Dr. Kaji oversees all medical aspects of the Company's EXAMQA program. LiCenSUre documents for Dr. Kaji & our Laborator) enclosed as (APPENDIX A). 25A -20 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Review Occu- Nicd's project manager for at least the first Near of this contract %till be Scan Edin, PTA (Pictured right). Mr, Edin is a certified physical therapist assistant and has performed hundreds of job analysis sessions and thousands of craluutions for Occu -Mod clients throughout the United States. These aspects of hisjob alloss him to see many different job classifications enhancing his consulting abilities, and coordination in medical appropriateness with I:h. Kajl and legally defensibilit) with Jim Johnson, J.D. (More inf n-matiat regarding Mr. Johnson can be founrd on Page 3 gfour Propos(O. Whether thejob class is it Librarian or Police Officer, Mr. Edin is able to synthesize the critical data in a job in order to ensure quality and continuity in our client employer's occupational medicine Program. Mr. Edin currently oversees multiple other Occu -Med clients throughout California focusing on Cities, Counties and Special Districts. It. Scope of Services (Technical Proposal) 2/9/15 Occu -Med contracts with multiple medical presiders throughout the Orange County area which will allow the City's applicants and employees to ahamIs attend an appointment close to his or her current job or home, This service extends be) 'ond the Cith's immediate geographical area, as Occu -Med has over 5,000 medical prof iders nationwide, so no matter where the Cit) is recruiting from rest - assured Oceu -Mcd will have a clinic nearby (qualifications enclosed as part of Appendix A). C'urrentl} OCCU -Med's primary network of clinics for the City of Santa Ana will consist of: Gateway Medical Associates Hoag Clinic USHealthcvorks Anaheim, CA 'hustin, CA Santa Ana. CA 5 1 Occu -Med 25A -21 r, r r r r r r r 1 1 1 1 1 1 1 1 1 1 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Review 12/9/15 Legally Defensible Job Analysis Evcry medical exam performed by Occu -Med is done so in order to comply +vith a legal requirements surrounding what is permissible for pre- placement and periodic medical evaluations tinder the ADAAA, FEHA and GINA. Put simply, we do notjust ask the applicant or employee if he or she is able to "do the job" or `return to work ", rather, our approach provides a quantifiable vsay to make such a determination for each appiicantand/or employee as part of an individualized assessment. The cornerstone of creating legal defensibility in Occu -Med's EXAMQA Occupational Medicine Program begins with the administration of Job Analysis, i.e. initially validating all medical testing performed through a statistically validated method. Job Profiles (see APPENDIX R) are prepared for use in evaluating pre - placement. Fitness- for -duty and return -to -work medical e- xaminations by conducting- on- sitejob analysis sessions. The procedure utilized during thejoh analysis sessions is the same one that we have used for more than 3,000 other agencies: Physical Abilities Analysis, Physical Abilities Analysis is a structured group process that involves interviewing job Incumbents from thejjob being analyzed. Lt preparation for thesejob analysis sessions Occu -Med works with the City to determine statistically valid sample sizes (number of job incumbents) for thejob classes and schedule the sessions. During the job analysis sessions, Incumbents are asked to identify the most demanding essential ,job tasks for 19 physical ability categories, and then they are instructed to rate those tasks on a 7- point, behaviorally - anchored scale. The incumbents are also asked to complete a questionnaire that addresses the environmental factors that the) may be exposed to in their job. Overall, each session requires about one and one -half hours to complete. Data collected will then be qualitatively and statistically anal) zed to develop Job Profiles and Medical Examination Component Profiles For cach,job class studied. The .lob Profile accurately and fully the most demanding essential ,job tasks of thejobs studied, and the Medical Fswuinmion Component Profile (see APPENDIX C') details the specific medial tests that are job- related and consistent with business necessity and therefore recommended to find or diagnose the medical or physical conditions that mould be of concern for that,joh. 6 ; Occu -Med 25A -22 City of Santa Ana Response to Request for Proposal (RI-13) Medical Services Review 1 2/5/13 Additionally, as part of our job analysis I OCCn -Med can include a review of the City's 1 PHYSICAL AHILtTtE$ current testing protocols and procedures to 1 determine if any additional CAL /OSHA 1 99u 4anW N .j I specific Costing could be included as part of the pre- placement medical exam. Or, the City'sF,. 1 desire to review its tiro b testing policy in light NF{SIAO Y j G {. Vr °VnC CQAaq ¶ - V[Gn1ANn *tlA a of the Lanier Case. 1 I eu . »A ) s s i t � srnna anisAarn Oceu -Med projects that it can accomplish an _ '»UMN A7 CN 1 `% pYNM1N4I'.CYIXi4T/ anslasis of all required City Job classes in no x 1 mole than one weeks tnYle. This presurnes that nnN.x ^ 1 + [s[exr xseunrL. *• I s.ram.a°[ 7 the City can schedule the I -2 hour sessions 4wfe 3vtlY ' efficiently tvi[h at Mast 4-5 job classes c..4a.,.Aw. ^rear„ s' ,T represented per session and an adequate � Orvnn°gv j 'v •'i NenNe4 Pe[aXnlir Lme Naveacni ..! amount of incumbents in each job class. t iJ r The City could expect Co pay $ I ,000 a day nnXranr � (.. � For each day of onsite work performed and ' o,AN »rG rlien9 +N another $1,000 for any offsite work performed. Occu -Med estimates we could complete all necessary analysis in I -weeks time (with another eek needed to wrap -up off -sire work). With the completion of Job Analysis and approved Medical Exam Component Profile the Cite can be confident that all medical testing is job related and consistent with business necessity. After our initial job analysis is coin pleted Occu -Med can on an annual basis refresh the City's Job Profiles to reflect changes to the physical demands of the position. This gill also be performed for the City's Medical Exam Component Profiles in order to stay compliant with changes to applicable laws, like the Lanier case, or ulxlafes to Guidelines like POST or NFPA. OCCa -Med is prepared to begin vt'ork for the City on March 3, 2015, or sooner, in order to ramp -up. NOTE: If the City elects not to purchase this service Occu -Med can work from the City's existing ,Job Descriptions and Medical Examination Protocols, Our,job analysis service can always be performer) at a later date. ' Occu -Med 25A -23 City of Santa Ana Response to RCgUe51 for Proposal (RFP) Medical serf ices Re%ioN 2/9/15 As an additional value tojuh analysis. this Program will provide the Cite an effective method of n'ranaging the pussihlC retut'n [o cork of employees who require a medical lent e of absence clue to injut'y or medical conditions, as Nrcll as tm Americans With Disabilities (ADA) and the ADAAA /FEHA compliant reasonable accommodation forum for cngaWing such empIoN ees. Occu -Med's FFDAR fW Program is currently in use by hundreds of employers nationwide. OCCU -Med is uniquely positioned to assist the City with the human resources matters ho oh ing complex medical cases that require a prompt and discerning assessment of the medical factors that m¢q constitute a contraindication to an employee's performing one or more of the essential functions of the his /herjoh. Implementation /Work Plan A. Pre - Placement Medical Evaluations PREAMBLE QA' is the name g're'en to Occu -Med's end -to -end solution for the scheduling and on -going review of all medical examinations for applicants or employees for Jobs with the Cif; . When applicable the same methodology outlined in this section for scheduline, tracking and reporting the result of the medical exam kill he applied Nehen schedulin.o annual, stu-+eillancc and Fitness- for -dut) exams as Neell. This service includes Occu -Med's revie%r of exams, the further im osti,ation of medical conditions identified during these exams (through the °RDQA" service- -see description). the preparation of letters to applicants or employees who are determined to be Medicall) Disqualified for thejoh for Nvhich the) applied or currently Ncork -in, an analysis of Reasonable Accommodation for each individual Medicall} Disqualified, and the preparation of periodic (dailk . when useful) production / performance / status reports. Scheduline Schedulim_ pre - placement. or periodic medical exams through OCCa -Med could not be easier. A City representative contacts Occu -Med's Exam Scheduling hotline or submits an Occu -Med Exam Requisition Form vin e -mail (see APPENDIX D), and the necessary medical exam is scheduled the same day as the referral. OCCLINCLI Ncithin two (2) hours of receipt of your referral NN ill contact y our applicant or employee in order to arrange a medical appointment NN ith him or her. Upon completion of scheduling. NOUr representalh C Neill immediately re ek c cmail confirmation of [lie appointment time and date, Nv hich will he scheduled to occur within 2 business da) s of the refcrrul Foras directed b) the ('ity ). NormallN, the exam Neill he scheduled at: one of the local medical prW ideci identified xm ov er. NN ith Nour permission, exams could be scheduled at an alterMitike nearby clinic if the preferred clinic is hooked out i- Occu- Med.,.... .... .. 25A -24 ► ► 1 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Re%iew 1 215/15 beyond acceptable time periods or if the applicant lives closer to an alternative clinic. Upon scheduling the medical exam the applicant is pros ided in advance all the necessary paperwork in order to complete the exam successfully. This includes a copy= or OCCU -Med's GINA compliant medical history forms (see APPENDIX E) avhich are used in place of the local medical providers forms. We do this to ensure no inappropriate medical history questions are solicited as often times, clinic specific forms lack compliance as they are used for various other types of` medical eva] uations. Having scheduled the medical exam, and with knowledge of the length of time required to obtain results from the medical testing included in the exam (i.e., PPD test for tuberculosis takes 48 to 72 hours for results), Occu -Med contacts the medical provider to request, or "hareest," tlae exam at the absolute 1 earliest time that it should be ready for review. This service has cut exam turnaround time for our clients 1 in half in almost every case. Thus, eliminating a clinic from "holding" an exam until they hire staff that I can fax or email the results. Occu -Med commits to submitting a Medical Exam Summary Report to the I City on the same day the complete medical exam is received (provided it is received before 4:OOPM II EXAMQA When reviewing an exam Occu -Med combines; a) a thorough knowledge of the essential physical and environmental components of'the, jobs in question; b) the medical expertise to gather all necessary and appropriate medical information upon ra -hich to base safe placement, return -to -work and fitness -for -duty recommendations; and, c) extensive knowledge of the legal constraints e ithin «hich such hiring decisions must be made. This aspect of our services means that Occu -Med and its medical revieav staff review all completed medical exams aid it is Occu -Med's recommendation that is made to the City regarding an applicant or employces safe placement. This process ensures that pertinent aspects regarding a placement decision are considered and not ,just those in the examining physician's pun iew. For Conditional Qualifications WQ). an Employment Agreement accompanies each such report, For Recommended Delaycd for Qualification (RDQ), RDQA is initiated ra ith the applicant, and the City is simply notified that the process has begun. phis eliminates the possibility of disclosure of protected personal medical information that may be undesirable for the City to have received. For each Disqualification (DQ), an appropriate medical -legal report is submitted documenting the specific.jt1Aifications for the disqualification and hilorrning the City of the requirement of a consideration of Reasonable Accommodation In process in which we encourage l 1 Octu -Med 25A -25 1 1 1 1 1 1 1 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Review 12/9/15 the Cit) to involve us). Periodic performance reports,addressing both clinic turnaround statistics and EXAMQA results. area vailable upon request. Details regarding Occu -Med's qualification recommendations are -its follows; Occu -Me&s Qualification Recommendations and Reports Medically Qualified — Applicant is an immediate safe ph cement. Condition all) Qualified - Applicant may be placed immediatcl but has work restrictions or accommodation as outlined on the medical restrictions and /or reasonable accommodations page of the report. The specific restrictions or accommodations are alwa) s included as part of the Conditionally Qualified Medical E.eum Summary Report, Recommendation Delayed for Qualification — Applicant kill be required to submit further information regarding one or more medical conditions before being olgged.. 'I`his process is facilitated hp Occu -Med via RDQA. The applicant is contacted on the da) that he /she becomes delayed and informed that he or she has 10 business days to complete the request for additional medical information (extensions of the timeframe can be granted at the City's discretion). Medicaly Disqualified —AM llicant has been teemed mudicetl y unsorted for -this job clLiss�jijd ,\� ill not be placed. Occu Med's report outlining relevant issues will be attached the Cite must consider Reasonable Accommodation For this Medical Disqualification and must determine whether such an accommodation is feasible. r Recommendation Delayed for Qualification — RDQA 1 I The RDQA process is one of the most elegant and sophisticated S011 fees associated frith the OCCLI -Mecl I Program. 1 t When the OCCLINed recommendation is that a decision be delayed until certain medical information can r be further explored (that is, when the applicant is classified as "Recoinmendation Delayed for Qualification " —or "RDQ" —under Occu -Med terminology), OCCLI -Med will submit that report its well as an additional report when the requested additional information is received and Occu -Med is ahle to offer a conc Lis! %e placement recommendation. Since the law permits making "further medical inquiry" into medical conditions that could pose a direct threat of injury from the performance of the Job's essential duties, it is naccssar) to notif) the applicant of the specific findings as well as the information that will be ncoessarN to submit in order to be cleared for the job. Since <'itp s 1PY may not hat c the time or the Occu -Med ......___.... i 25A -26 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Review 1 2/9/15 c medical expertise to contact each or these applicants to describe in detail the medical findings and to L answer their questions about the medical information needed for clearance to be approved, Occu -Med staff communicates directly with these applicants. Further, there is also a growing fear by employers that they may to receiving medical information about,job applicants from medical examinations in violation of state and federal laws relating to such information (specifically, when the medical condition being investigated more fully pursuant to an "RDQ" designation is found to be benign in relation to the , job's essential duties). For these reasons OCCU -Med has developed —and will institute as part or this Contract- -a service designated as "RDQA." Under RDQA Occu -Med corresponds directly with job applicants to discuss the medical findings, to answer any questions about the medical condition or the process being employed, and to describe any medical records or documentation required for clearance. Applicants u111 have five (3) clays to respond to Occu -Med and ten (1 t) days to provide further information unless the City dictates the application of different time requirements. The City's staff %A ill simply be notified that such a review has been initiated, and the City o ill be informed on a periodic basis (as directed) on the j status of each RDQ. Then, when the requested information is submitted, Occu -Med will prepare the 1 appropriate clearance report. Occu- Portal At the request of the City results will also be made available vin an online hveb -based portal known as the Occu- Portal. Occu -Med will provide personnel, designated as authorized by the City. with access to the Occu -Med Portal. This web -based tool i\ ill permit designated the City's personnel to access real -time statuses of individuals referred to OCen -Med for evaluation. Additional tutorial information regarding utilizing Occu -Med's vendor portal will also be made available online shouI(I ne +% users need training on the site. OCCU -Med will also provide to the Cit) . at its convenience, a telephonic or face -to -face walk- through of our portal features so that the Citx can customize which fields it hvishes to have appear on the portal. Occu -Med will create vendor logins for six (6) City personnel . and more can he added at the City's convenience. Login access will be emailed by OCCLI -Med to the designated City representatives. It will be incumbent upon the City to notify Occu -Med should a represenualk c change or no longer require access. Occu -Med's web -based portal utilizes individualized logins for each client contact and protects data transmission by Uliliziog a I28 -bit SSL security certificate. If the City desires to utilize this service a nominal monthly charge per user \i ill be applied (see Exhibit C). It ( Occu -Med 25A -27 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Review 12/9/15 As part of Occu -Med's sen ices Occu -Med serves as the custodian of records for all medical records for our clients. Occu -Med maintains this information in it HIPAA compliant softcopc that is available to the City with a one (I )- business day request. B. DOT MANDATED ALCOHOL AND DRUG TESTING SERVICES Drug screening at mane clinics is "hit or miss." Additionally, if a Medical Review Officer (MRO) is ever required, that service is subject to a separate fee. And, finally, many issues that arise are beyond the experience of the clinic to address (i.e., dilute negative tests and shy bladder). Occu -[vied has developed it national program that manages all such drug screening issues for its clients, including assisting in the development of drug screening programs and procedures, pursuant to CFR Title 49 Part 40, Further, due to our national purchasing power, v are able to offor attractive pricing kith no add -on charges for MRO sen ices. Further, the are readily available to address any issues in this area that arise this service will be substituted for the clinic's typical program, ensuring compliance for the DOT drug screen program. Licenses for Occu -Med's SANIHSA & CLIA accredited lab are enclosed (see APPENDIX A), Urine Collections OCCU -Med along with selected medical clinics on our network are able to provide the City a comprehensive solution for collecting DOT urine drug screens and BAT in compliance with CFR Titio -49. PART 40. Collection sites where the DOT collections can be performed are located in Oecu -Med clinic nettcork and available throughout (tic Cite and Orange County, and more sill be added based on where the City identifies the need to hate locations for post- accident and after -hours testing. Only Certified Specimen Collectors having received the CFR Title 49, PART40.213 Training will be used for these collections. All urine results will be sent to MED'TOX Laboratories foreonfinnation. Metim is SAMHSA certified (Federal Rcgiswr/Vol. 79, No. 27 /Monday, February 10, 2014lNotices), and is able to conduct confirmatory tests using the split - specimen regulations and MP.O confirmation. 'These results are t) pically available within 48 -72 hours. with up to 72 additional hours needed if MRO confirmation is 12 1 occu -Med 1 25A -28 City of Santa Ana Response to Request for Proposal (Rf-'P) Medical Services Review 1 2(9115 required pursuant to a DOT requirements for a positive finding using GCMS confirmation. When MRO confirmation is required the City will be notified of the delay. 1 Breath Alcohol Collections 1 For BAT confirmation only FBI's on the NHTSA CPl.for evidential devices that meet the requirements 1 of CFR -title 49, PART §=40.231 (b) will be used to conduct alcohol confirmation. These results will be 1 immediately available to the City. C. COMERCIAL DRIVER PHYSICAL EXAMINATIONS t Pursuant to 49 CFR § 391.41 Department of fransportation Physical Qualifications and Examination of Drivers Motor Carrier Safety Regulations, a DMV medical exam will be administered. A Department of Motor Vehicles Medical Examiners Certificate per 49 CFR 391.41 -49 will be prepared by the examining medical provider and will be given to the employee with a copy emailed by OCCU -Med to the City's Human Resources Department. Pursuant to the May 19, 2014 revisions to the Federal Motor Carrier t Safety Regulations Occu -Med will ensure all medical providers conducting DOT exams are certified on the National Registry. As required, Occu -Med will also schedule ancillary required commercial driver components including but not limited to: DMV DL 51 Medical Examination Report requirements and Audiometric baseline per CCR Title 8 § 5097 (audiogram an to assess hearing between 500hz: 6000hz). Information will be recorded in accorda nce with CCR Title 8 § 5097. D, FITNESS- FOR -DUTY EXAMS Intensive Return -To -Work Program (IRTW) Occu -Med, through its Fitness -For -Duty (FFD) and Intensive RCtUrn -To -Work (IRTW) Programs. focuses on delivering employer- oriented analysis regarding injured or disabled employees. Occu -tiled has been an industry leader in employee health solutions for over 36 years, and, through its IRTW diaision, its medical and legal expertise is concentrated to provide employers with a valuable perspective on evaluating whether or not an employee, as a result of an injury or medical condition, can continue to perform the essential functions- of a,job with or without reasonable accommodation. 13 1 Occu -Med 25A -29 1 4 1 4 City of Santa Ana Response to kequest for Proposal (RFP) Medical Sei%ices Re%ielN � 2/9/15 Occu -Med's IRTW Program +till pro%ide the City an effe'ctire method of managing the possible return to %vork of enaplo%ces %v ho require a medical lea%e of absence due to injury or medical conditions, as well as an Americans With Disabilities (ADA) and Fair Employment and Housing Act (FEHA)- compliant reasonahle accommodation forum For engaging such emplo)ces.Occu -Mud's IR "f W Program is currently in use by hundreds of municipalities, mater agencies and fire districts. Occu -Med is tin iquely positioned to assist the Cit) kkith human resources matters inkoh ine complex medical cases that require a prompt and discerning assessment of the medical factors that ma) constitute a contraindication to an emplo)ee's performing one or more of the essential functions of the his /herjob. Occu -Med's ecpert staff guarantees the quality and timeliness of its reports. Our experts range from phcsicians, nurses, and physical Therapists to legal and human resource professionals. It is through our expert staff that a quality and consistent service is rendered. Occu - Mud's staff and consulting ph) Sicitms as well as other medical providers represent a considerable breadth in Carious medical fields including: Cardiolog) , Internal Medicine, Occupational Medicine, Family Practice, urology, Optometry, Orthopaedic. Rheumatolog), Gastroenterology, Neurology. To.eicology, Pathology, Psychiatry and Ps) chologr, as %cell as a consulting audiologist, Our staff and consulting medical providers ensure that our recommendations are medicall) appropriate and employer oriented. Additionally, by maintaining legal staff, our clients can be confident that our recommendations are also legall) defensible. Occu -Med's IRTW Program is ready to be implemented immediately as a turnkey model to the City -. The program is designed to provide the cl ient kith the information necessary to make an informed decision regarding anti employee's ability to safely perform the essential Functions of his or herjob by means of a legally defensible recommendation. The IRTW Program strategically applies Occu -Med's medical and legal expertise in order to render medical anal)sis and recommendations regarding the facts of an evaluation "hi Ic considering the applicable hoes and regulations. Thus, we also render legally defensible recommendations throughout the reasonable accommodation process. The evaluation begins %kith an assessment of the factors causing the need I'or the evaluation. This process is formally started by the submission of the requisition Form (APPENDIX F).'fhe requisition farm requests the employee's contact information, ajob description (if a Job Profile has not already been dereloped), and other peripheral information pertinent to the emplo)ce's situation. The goals are toreduce risk through obtaining specific medical information to determine %khether or not a pertinent medical condition, injury ,or medication being prescrihed will affect the employee's ability- to safely perform one [I I Occu -Med 25A -30 City of Santa Ana Response to Request for Proposal (RFII) Medical Services Revic�r 1 2/9/15 or more of the essential functions of the job and to save time by eliminating costly delays. Obtain Medical Information Nest, Occu -Med selects the appropriate physician to pro% -ide the needed medical information (this can be the treating physician or an independent specialist). Occu -Med contacts the employee b) issuing an Individualized Assessment' /Reasonable Accommodation Letter. The Individualized Assessment /Reasonable Accommodation Letter will introduce Occu -Med to the employee as the City's healthcare and human resources consultant and will explain that the IRTW Evaluation is an ADA /FEHA compliant reasonable accommodation process. Additional[), the letter will inrorm the employec of the necessary steps and information required to complete the IRT'W Evaluation. The letter, to be made available to the appropriate physician or physicians designated, requests the specific, appropriate medical 1 information that will be necessary to determine uahcther the employee continues to be an appropriate 1 placement in the job, with or without restrictions. When such medical information is submitted, our 1 medical stuff evaluates it in conjunction with the essential functions of the employee's job to determine 1 whether a contraindication to,job performance exists. 1 Recommendation Occu -Med delivers a recommendation to the City through verbal communication rollowed by a lcgally defensible written report outlining the specific process that occurred and how the recommendation �%as determined (all u%hile protecting the confidentiality of all medical information that is not job related nor consistent with business necessity). The recommendation specificallc advises the client or whether Occu -Med recommends that an employee should be returned to work or not returned to c ork. Occu -Med's recommendation is outlined in each report and is determined by the evaltlation of the medical information submitted in conjunction with the review of the essential functions or the job class. The aforementioned qualifications are explained in each report along with the specifics or the case, For example, sometimes the recommendation is that the employ ee be retained in or returned to the job o ih work accommodations or restrictions. In this case, Occu -Med will provide the requested restrictions or accommodations to the client, and the client must then identify the neeessar) ac ommodal!ons or restrictions that are reasonable, if am)'. Thus, the City's obligation to reasonablc accommodation or the employee is met. .lob assessment is completed and the employee can be returned to pork in the same Job it the recommended accommodations are indeed reasonable. In he event that the restrictions or accommodations aren't reasonahle, the client must then determine if an _.,.., Occu Med 25A -31 3 [] City of Santa Ann Response to Request for Proposal (RFP) Medical Scrvices Review 1 2/9/15 alternate job, for which the emp]o)ee is otherwise qualified (retains the necessar) knowledge, ski IIsand abilities), exists and is presently eacant, allowing, the err plo)ec to return to work with the City under a news ,job title. If alternalk ejob placement is not available, the client now has legally defensible documentation tojustif) that the proposed accommodations are unreasonable. Occu -Med's report (Mcd- Lcgal Anal)sis) integrates the functional limitations of the empim cc and the legal and practical ramifications regarding the agency's ability to accommodate the employee's restrictions or the egall) appropriate path for terminating the employee. Occu -Med considers all the relevant factors or the case before rendering a Inedlcall) appropriate and legally defenslble)ob sultablht) recommendation. In cases where the employee is unresponsive to Oceu -Med's correspondence a report documenting the attempts to contact the employee and the uvploycc s failure to engage in the reasonable accommodation process will be provided to the Cit) . With the City's apprm at, a Notification of Medical Disqualification (Failure to Engage in the Reasonable Accommodation Process) letter M I I be sent to explain to the employee that his or her lack Of response to the Individualized Assessment /Reasonable Accommodation 1 invimtion constitutes his or her failure to engage in the reasonable accommodation process. This letter 1 ma) also be used in the case that the employee's medical condition is a contraindication to job placement and no reasonable accommodation could be made. Occu -Med's IRTW Report and recommendation will allow the Cit) to make an informed, legally defensible decision as to whether or not an employee should 1 be returned to work. I E. Ocea °VAX Occu -VAX is the scheduling and coordination, immunization record management and the on -going management of all immunization and chemoprophylasis treatments for applicants and employees forjobs. This service. includes an individualized evaluation of each applicant / employee to assess the appropriateness and necessity for administering the immunization and chemoprophylaeis treatments outlined in the specific Occu -VAX Profile prior to and, when appropriate, during employment. Schp(lujima.lci Coordil)atioltl: Upon completion of the medical evaluation orconcurrentl) by requirement or request from a designated City employee, Occu -Med Mil promptly contact applicants/ employees to: a,) assess the appropriateness and necessity for receiving inimuniaition and chemoproph)inxis treatments, and b) schedule and coordinate [lie administration of those iinnuuiization and chonioproph) la -xis treatments deemed appropriate and necessary prior to and during employ tnent. to i Occu -Med 25A -32 City of Santa Ana Response to Request for Proposal (RFP) Medical Services Renew 1 219115 fmmunization Recir d N um 2ement: Applicants and employees will be given till immunization record (documentation of hmnunization histor) ) upon completion of: a) initial administration of immunization and chemoprophyiaxis treatments; or b) an assessment concluding that no immunization or chemoprophylasis treatments are necessary. Immunization records for all applicants and employees evaluated will be maintained electronical ly by Occu -Med. In the event an applicant for emplopec declines an immunization Occu -Mad Will obtain the appropriate declination from the individual. 013, -Going Immunization Mani 2 ement: All immunization and chenoprophylasis treatments recommended by NFPA, POST or the CDC a °ill be managed by OCCLI -Mad. This service includes tracking to assure Compliance With the CDC %in addition to other applicable guidelines; notification of employees and designated supervisory personnel ofall periodic follow-ups associated with immunization and chemoprophyla.eis treatments; and, upon request, preparation and provision of customized tracking reports documenting an\ aspect of the immunization and chemoprophylazis treatment program. Occu -VAX is a dynamic service that any employer can access, from including a Hepatitis B Titer as part of a pre - placement evaluation so that Hepatitis immunity can be immediately documented, or providing on -site flu immunizations during the flu season. Should the City elect to incorporate Occu -VAX a medical records management fee Would be applied. OSHA Respirator Medical Evaluation Questionnaire rei iecc pursuant to CCR Title 8 § 5144. OCCU -Med will administer OSHA Respirator Medical Evaluation Questionnaire pursuant to CCR Title 8 5144 to the applicant once the referral is received. Occu -Med can either use the City's form, or the Ca]/OSHA fornn, These forms will be provided to the applicant electronically. Once returned to OCCU -Mad the OSHA Respirator Medical Evaluation Questionnaire is reviewed by one of our physicians or other licensed health care professional(Pf.HCP). When necessary, the applicant or employee \x undergo a Pulmonary Function 'rest Occu -Med requires that three (3) blows be taken with the best result becoming the medical record. t Additional Annual Physicals 1 1 Based on coordination �v ith the City Occu -Med is able to prop ide those physical and associated medical 1 csam components as well: l'hese physicals would be scheduled and coordinated much the same way as 1 described in the Pre - Employment Physical Exam section of the document. OCCU -Med and the City WMild t need to coordinate on the appropriate reporting channel for results in order to ensure only information that 1 r 17 1 oecu Med r 25A -33 City of Santa Ana Response to Request for Proposal (UP) Medical Services Reviexv 1 2/9/13 is,job related and is consistent with business necessity will be shared kith the City. OCCa -MCCI is prepared to expertly advise the City on the matter. F. MILLING AND REPORTING Occu -Med maintains a database of all exams that we rea ien', Occu -Med NN ill provide the City with a quarterly report documenting the results of our work, if requested. Clinic performance reports documenting accuracy and turnaround times for exams Lire also available to our clients upon request. OCCU -Med will work with the City to establish [fiat speeiCie information the City- wishes to receive in each report (see APPENDIX C]). OCCU -Med has completed the City's Price Schedule and it is included in Occu -Med's proposal in the appropriate location as directed by the City's REP. We have also included a supplemental page with itemized fees associated with the requested services by the City. i EXAMQA Report Pee I Our EXAMQA services Consists Of our customary review fee which includes the f'ollotving: a • Scheduling- of each medical exam • Tracking each medical exam for applicant/employee attendance • Harvesting all medical exam results from the clinic • OCCa -Med Medical Network allowing City applicants to be seen anywhere in the United States • ReN ievN and evaluation of completed medical examinations with results sent to you on the same day that the exam is received • Written reports for each review undertaken for each applicant • Employ ment Agreements for an) employees placed with accommodations • Additional reviews for applicants with medical or physical conditions requiring further testing or submission of additional information • Explanation (by telephone and by letter) to prospectiN c employees of additional medical information necessary forjobelcurance • Submission of ]",all) defensible hiring recommendations • Assistance iN °ith reasonable accommodation recommendations • Consultation relative to pre - placement, return -to -work, and fimess- For -duu issues RDQA services t3 i Occu•Med 25A -34 I I City of Santa Ana Response to Request for Proposal (RFP) Medical Sen ices Review 2/9/15 r r Assurance of excelIcut clinic performance issues, as needed Periodic reports documenting the results of Occu -Med's [cork QA' fees that the City would pay directly to the medical clinic, but Without all the hassle of dealing with "MEDICAL BILLING INVOICES" OCCU -Mcd began its Clinic Bill Review service in 2006 as part of its service to ITT, a company charged With deploying employees to Iraq, Kuwait, Qatar and Afghanistan for carious major federal projects in that region. We have evaluated more over 100,000 clinic invoices for pre - placement exams over this span of time and have been absolutely appalled at our findines: a) more than 92% of these clinic invoices were initially submitted with inaccuracies (wrong charges for tests not performed, charges for unnecessary testing performed, duplicate billings): and b) much worse is the fact that nearly all of the incorrect im oices were inaccurate in favor of the clinic, Occu -Med requires the submission of an accurate invoice for paN Trial. Which point we immediately submit payment to the clinic. We submit our invoice to the City as a single fee (as negotiated) for an exam — as the City's request our my oice will also include it list of itemized charges, however, the charges will always add up to the pre - agreed negotiated fee, Clients have informed as that this "bill review" service alone has literally saved days of staff time. Another client, upon learning of this billing trend, audited the previous year's invoices and was able to obtain a refund or more than $3,000 for exams performed. On the first day ofeach month, OCCU -Med will submit an invoice to the City for the prior month's medical services and examinations, Our invoices will be itemized by the date of service, name of person examined, type of physical pert'ornted, itemized charges for each type of physical (if applicable), a subtotal for each person examined, and a total ofcharges for the month being billed. Our knowledge of the precise medical exam components that are of value for each specificjob class (eliminating useless, improper and overly expensive medical tests),out- ability to negotiate lair and reasonable charges from providers for medical exams. our national buying poorer for laborautr) services (blood chemistry panels and wine drug screens), and our careful auditing or clinic and laboratory charges allow us to offer a vastly expanded array of services to Our Clients for fees typically charged fly their medical provider far just the medical examination and laboratory charges. OCCU -Med Will in -tit be able to su bin it clear Lind strauigh I forwa rd month invoices to the Cit) (see APPENDIX B). This stands in contrast to the amorphous and Often incorrect invoices ty pica lly submitted T-IK 19 t Occu -Med 25A -35 City of Santa Ana Response to 12uluCSt for Proposal ( RFP) Medical Services Review i 2/9)15 b) clinics. Occu -Med has completed the City's "Exhib—it C PROPOSERS CERTIFICATION and PROPOSAL. ITEM PRICING ". Pursuant to the City's respoosCS to questions posed dated .lanuary 23, 2014 Occu -Med is Providing an additional sheet as part of our fee schudulo with individual fine item fees for each medical exam services requested. INSURANCE Oceu -Med agrees to provide the necessary insurance infcnmation to the City upon award oi'the Contact in accordance with SECTION 5 on page 18 of the City's RF'P. Thank }'ou For the opporumity to Participate in the Cit} of Santa Ana's RFP. we look forward to hearing from \011. ly Submitted By: Director, Global Business ScrN ices Occu- Med - _. .. .. 25A -36 EXHIBIT C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM 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 the services performed, for services described in Exhibit A. Fee must be Inclusive of all costs, Including but not limited to, direct and indirect costs for labor, overhead, Incidental supplies, travel, mileage, and fuel. Attach additional pages as needed. ESTIMATED I COST PER I ESTIMATED 1i See Attached Exhibit C Supplemental Fee Schedule Occu -vied Ltd. 559,435.2800 Fax: 559.435.7200 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 2121 West Bullard Avenue Fresno, CA 93711 BUSINESS ADDRESS 52- 2333519 FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Medical Services Review — January 12, 2015 Page 23 25A -37 a. 25A-38 V. pt 25A-38 ra. ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (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 Date: Countersigned by Authorized Representative of Insurer Or Insurance Agent 12 25A -39 25A -40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE; MAY 19, 2016 TITLE; RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 99 7-m W- A ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°t Reading ❑ Ordinance on 2 n Reading ❑ implementing Resolution ❑ Set Public Hearing For! CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the Waste Disposal Agreement with the County of Orange, subject to nonsubstantive changes approved by the City Manager and City Attorney, to extend the terms of the Waste Disposal Agreement through June 30, 2025, to allow for the continued Importation of waste at the County's three landfills, and secure a portion of future net importation revenues to support solid waste and recycling program implementation. The disposal of solid waste at the Orange County landfills is governed by a 2009 Waste Disposal Agreement (WDA). in this agreement, Orange County cities agreed to deposit their solid waste at the three County landfill facilities in return for low, stable disposal rates. The agreement also set parameters for the importation of waste from outside the County into these landfills. The term of the current WDA began on July 1, 2010, and runs through June 30, 2020, with importation of waste from outside the County set to expire on June 30, 2016, The WDA is a fine example of the County and cities working in collaboration and strategically leveraging a countywide asset. Solid waste revenues are utilized by the County to maintain the landfill system, preserve funds for landfill closure costs, address post - closure maintenance, and mitigate long -term risk and environmental liabilities. The cities in the County benefit from additional services provided by the County, including permanent household hazardous waste collection facilities, green waste acceptance at no charge to cities to assist with compliance with state recycling mandates, and support of city programs to meet state diversion requirements. With the success of waste diversion and recycling in recent years combined with slow recovery from the Great Recession, in- County waste generation has dramatically decreased which, in turn, has created a reduction in revenues. A committee of City Managers representing Orange County cities participated with the County in preparing a framework to address the reduction In revenues and to ensure rate stabilization for local residents and businesses, The proposed Amendment to the WDA offsets revenue reductions by extending importation past the June 30, 2016, expiration date and establishing a fair -share allocation of net importation revenues to cities through June 30, 2025. A review of County resources concluded that the amount of Imported waste combined with in- County waste will remain below total disposal tonnage 2513-1 Amendment to the Waste Disposal Agreement With the County of Orange May 19, 2015 Page 2 projections contemplated in the current WDA. The proposed extension of the WDA will provide additional stability to the system, in light of more stringent legislative and regulatory requirements and recycling targets. It is recommended that the City Council approve the Amendment to the WDA to provide stable rates for residents and businesses, preserve continued service levels, ensure long -term capacity, maintain long- term partnerships between the City and County, and share net importation revenues with cities. Upon approvals by the Orange County cities, the proposed Amendment will be considered by the Orange County Board of Supervisors at their earliest available meeting. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The City's allocation of net importation revenues is scheduled to be received and budgeted in the Public Works Agency Refuse Collection Enterprise Budget (06917002 - 57010) as follows: Allocation (fiscal year) Received and Budgeted (fiscal year) Estimated Amount FY 2015 -16 September 30, 2016 (FY 2016 -17). $572,184 FY 2016 -17 September 30, 2017 (FY 2017 -18). $689,322 FY 2017 -18 September 30, 2018 (FY 2018 -19). $961,057 FY 2018 -19 September 30, 2019 (FY 2019 -20). $962,169 Executive Director Public Works Agency FM /CK Exhibits: 1. Amendment APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez 4 Executive Director Finance & Management Services Agency 25B -2 AMENDMENT TO WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA and the CITY OF CITY OF SANTA ANA County Amendment Authorization Date: _, 2015 County Notice Address; Director OC, Waste and Recycling 300 N. Flower, Suite 400 Santa Ana, CA 92703 With courtesy copies: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, CA 92702 FAX 714 -647 -6515 20B Amendment to Wasto Disposal Agreemom ,2015 City Amendment Authorization Date: May 19, 2015 City Notice Address Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 FAX 714- 647 -6956 City of Santa Ana Public Works Agency 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, CA 92702 FAX 714 - 647.5622 Exhibit 25B -3 AMENDMENT TO WASTE :DISPOSAL AGREEMENT THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT (the "Amendment') is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County "), and the City designated on the cover page of this Amendment, a general law or charter city and political subdivision of the State of California (the i<Clty„). RECITALS The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System "). The Disposal System includes three active landfills and four regional household hazardous waste collection centers. The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the "Act'). The County has entered into waste disposal agreements in 2009 (the "Original Waste Disposal Agreements ") with all of the cities in the County, including the City, as well as certain sanitary districts located in the County (the "Participating Cities "), pursuant to which the County agreed to provide disposal capacity for waste generated in or under the control of the Participating Cities, and the Participating Cities agreed to deliver or cause the delivery of waste generated in or under the control of the Participating Cities to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of, the Original Waste Disposal Agreements. The City has determined that the execution of this Amendment by the City is in the best interest of the City and will serve the public health, safety and welfare by providing greater disposal rate stability, more predictable and reliable long -term disposal service, and sound environmental management. The County has determined that the execution by the County of this Amendment will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan, manage, operate and finance improvements to the Disposal System oil a more prudent and sound long tern, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof. It is, therefore, agreed as follows: 2015 Amendment to Waste Disposal Agreement 25B -4 Section 1. Amendment to Original Waste Disposal Agreement (a) Sections 3.6(C) and 3,6(E) of the Original Waste Disposal Agreement are deleted and replaced in their entirety, as set forth below: "(C) Reeeint of Imported Acceptable Waste on a Contract Basis, Throughout the Term hereof, the County shall have the right to enter into a contract or other agreement with any municipal or private non - County entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof, " "(E) Application anti Use of Revenues From Other Users. (1) Throughout the term hereof, all revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal System (including amounts received by the County as a result of the failure of contract counterparties to deliver minimum required amounts of Imported Acceptable Waste) , shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System. Pursuant to tine County's Plan of Adjustment, the County is entitled to receive net revenues (after payment Of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ( "Net Import Revenues ") from the disposal of Imported Acceptable Waste by the Disposal System. Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postclosure reserves, City host fees (if applicable), oporating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a pro rata share of capital project costs. Net Import Revenues shall be used for the payment of bankruptcy related obligations until payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment, It is estimated that payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment will occur by the end of Fiscal Year 2017 -18, (2) Until the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in fill, Net Import Revenues shall be calculated as provided in Section (3.6)(E)(1). For any period after the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as follows: (I) in Fiscal Year 2017 -18, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $17.57 per ton: (ii) in Fiscal Year 2018 -19, Net Import Revenues for each ton of Imported. Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported 2015 Amendinent to wastm Disposal Agrees❑ a 25B -5 Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $ 18.01 per ton; (iii) in Fiscal Year 2019 -20, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess in excess of $18,4 6 per ton; and (iv) thereafter, Net Import Revenues shall be equal to 30% of the revenues received by the County from the disposal of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located). (3) After the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full (i) 50% of any Net Import Revenues (as calculated pursuant to Section 3.6(E)(2)) shall be paid to the County General Fund; and (ii) 50% of such Net hnport Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 5 for use for any purpose by the Participating City, including but not limited to state mandated solid waste programs. Payments of such amounts to the County General Fund and the Participating Cities shall be made by the County within 90 days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 5. (4) The percentages set forth in Appendix 5 with respeetto each Participating City will be adjusted at the end of Fiscal Year 2019 -20 to reflect the percentage of actual deliveries of Acceptable Waste from each Participating City as compared to the total amount of actual deliveries from all of the Participating Cities during Fiscal Years 2017 -18, 2018 -19, and 2019 -20. The County shall notify each Participating City of the revised percentages in Appendix 5 within 120 days after the end of Fiscal Year 2019 -20. The revised percentages will be used for the allocation of Net Import Revenues generated during Fiscal Year 2020 -21 and thereafter. (b) Section 4,2(A)(z) is added to the Original Waste Disposal Agreement (immediately following Section 4.2(A)(y)) as follows: "(z) decrease the amount of Net Import Revenues otherwise payable to the County General Fund and the Participating Cities pursuant to Section 3.6(E)(2) and Section 3.6(L)(3) and use the amount of such decrease to pay costs of the Disposal System." (c) Section 6.1(A) and Section 6.1(13) of the Original Waste Disposal Agreement are deleted and replaced in their entirety with the following: 2015 Amendment to Waste Disposal Agxoment r "SECTION 6.1 EFFECTIVE DATE AND TERM (.A) Initial Term. `Phis Agreement shall continue in full force and effect until June 30, 2025, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew, This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Term ") on the same terms and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2022. If the parties do not renew this Agreement by June 30, 2023, the Agreement shall expire on June 30, 2025." ((t) The first sentence of Section 6,1 (C,) of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following: "hr connection with the parties' right to renew this Agreement for an additional ten -year term pursuant to Section 6.I(E), the parties shall, on or before June 30, 2023, negotiate an applicable change in the Contract Rate for such renewal term." (e) Appendix 2 of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the form attached hereto. (f) Appendix 5 shall be added to the Original Waste Disposal Agreement as a now appendix, in the form attached hereto. (g) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect. Section 2. Initial Payment. As consideration for the execution of this Amendment by all of the Participating Cities, and subject to the occurrence of the Amendment Effective Date pursuant to Section 3, the County agrees to pay, from the County OC Waste & Recycling Enterprise Fund, the Amendment Payment to the Participating Cities listed in Appendix 5. The aggregate Amendment Payment shall be $5,400,000, and shall be distributed to the individual Participating Cities (including the City) in the percentages set forth in Appendix 5 by September 30, 2016. Section 3. Effectiveness of Amendment. The provisions of this Amendment shall not become effective unless and until the Amendment has been executed by the County and all of the Participating Cities. The date on which all of the Participating Cities have executed the Amendment shall be the "Amendment Effective Date." The County shall give written notice of the Amendment Effective Date to the City. In the event that the Amendment Effective Date does not occur by June 30, 2015. this Amendment shall be automatically terminated and the County shall have no obligation to make the Amendment Payment; provided, however that the County Board of Sttpervisois may extend such automatic termination date to a date no later than September 30, 2015. 2015 Antendincra to `Uaste Disposal A�ieemcnt 25B -7 Section 4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the panties to this Amendment represent and warrant that it is apolitical subdivision of the State of California validly existing tinder the Constitution and laws of the State and (ii) it has duly authorized the execution and delivery of this Amendment. and has duly executed and delivered the Amendment. All other terms and conditions ofthe 2009 Original Waste Disposal Agreement not specifically changed by this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, COUNTY and CITY have caused this Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE Director, OC Waste & Recycling ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARV City Attopaey\ / 2015 Amendment to Waste Disposal Agreement r - Date APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY. CALIFORNIA By Date CITY OF SANTA ANA DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency APPENDIX 2 Coonty Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(b) Fiscal Year Tonnage FY 2015 -16 2,724,250 FY 2016-17 2,681,153 FY 2017 -18 2,638,746 FY 2018 -19 2,597,017 FY 2019 -20 2,558,522 FY 2020 -21 2,520,605 FY 2021 -22 2,483,256 FY 2022 -23 2,483,256 FY 2023 -24 2,483,256 FY 2024 -25 2,483,256 2015 Atnendrnent st Wnste Uisposnl Agreement 25B -9 Cumulative 2,724,250 5,405,403 8,044,149 10,641,166 13,199,688 15,720,293 18,203,549 20,686,805 23,170,061 25,653,317 APPENIaIX PARTICIPATING CITY_ ALLOCATION PURSUANT TO SECTION 3.6 2015 Amendment to W90 Disposal Agreement 25B -10 Allocation Percentage for Allocation of C Purposes of Section 3.6 Initial Payment Anaheim 13.18% $71.1,509 Aliso Viejo 0.67 36,416 Buena Park 234 126,275 Brea 2.28 123,085 Costa Mesa 2.18 117,936 Costa Mesa Sanitary District 1.48 79,976 Cypress 2.56 138,115 Dana Point 0.99 53,278 Fullerton 4.10 221,271 Fountain Valley 1.76 95,217 Garden Grove/ GG Sanitary District 7.17 387,197 Huntington Beach 6.13 330,807 Irvine 8.22 444,036 Laguna Beach 1.14 61,796 Laguna Hills 0.74 40,098 Laguna Niguel 1.36 73,341 Laguna Woods 0.41 22,274 La Habra 1.69 91,431 Lake Forest 2.45 132,214 La Palma 0.32 17,325 Los Alamitos U8 31,362 Mission Viejo 2.42 130,902 Newport Beach 3.68 198,946 Grange 4.90 264,468 Placentia 1.58 85,116 Rancho Santa Margarita 1..11 60,009 Santa Ana 10.60 572,184 San Clemente 1.40 75,728 San Juan Capistrano 1.23 66,420 Seal Beach 0.82 44,292 Stanton 1.62 87,28'? Tustin 1.42 76,648 Villa Park 0.21 11,081 Midway City Sanitary District (Westminster) 2.13 114,893 Yorba Linda 1.78 96,344 County Unincorporated 3.35 180,723 - Tntala 100 % $5.400.000 2015 Amendment to W90 Disposal Agreement 25B -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL_ MEETING DATE: MAY 18, 2015 TITLE: CITY MANAGER RECOMMENCED ACTION COUNCIL CLERK OF ONLY- 0 As Recommended ❑ As Amended ® Ordinance on Vt Reeding �] Ordinance on 2nd Reading ® Implementing Resolution El Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with United Storm Water, Inc., subject to nonsubstantive changes by the City Manager and City Attorney, for the procurement and installation of catch basin screens for the term expiring June 30, 2016, with provision for one one -year extension exercisable by the City Manager and City Attorney, in the total amount not to exceed $201,600. Approval of this recommended action will allow for completion of the Residential Catch Basin Connector Pipe Screen (CPS) Installation Project, This citywide project will retrofit 547 catch basins on residential streets with connector pipe screens, to prevent transportation - related pollutants from entering the storm drain system. On April 28, 2014, the City Council approved a Funding Resolution (No, 2014 -018) authorizing staff to nominate wafter quality improvement projects with a transportation pollution nexus for consideration by the (Orange County Transportation Authority (t'OCTA) for Measure M2 Environmental Cleanup Program (ECP) funding. On November 5, 2014, tOCTA awarded a $200,000 grant to the City under the ECR The funding agreement specifies that OCTA will provide $200,000 toward construction; the City will provide $311,200 in in -kind costs including design, construction administration, inspection, and 10 years of ongoing operations and maintenance, for a total estimated project cost of $511,200. The in -kind services pledged for this project are already part of the City's responsibilities under National Pollutant Discharge Elimination System (NPDES) permit program regulations, Under the existing NPDES permit, the City is required, at a minimum, to clean the City's catch basins semi - annually. The screens installed under this project will make the catch 25C -1 Agreement with United Storm Water, Inc. May 19, 2015 Page 2 basin clean -up effort easier and will help the City comply with upcoming NPIDES permit requirements to keep trash from entering open channels, The grant guidelines specify the use of pre - qualified contractors and devices. OCTA, In coordination with the County of Orange, pre - qualified contractors to purchase and Install specific devices, Including automatic retractable screens, connector pipe screen full- capture systems, and catch basin inserts, The five OCTA pre - qualified contractor /vendors are: ontractorN ndor Location Coanda Inc. Irvine CA G2 Construction Garden Grove, CA Revel Environmental Manufacturing, Inc. Concord, CA TRC Solutions Inc, Irvine, CA United Storm Water, Inc. City of Industry, CA Two of the contractor /vendors offer the City- specified devices. The contractor /vendor, device, and corresponding price are shown In the table below: No. _ontractorNendcr Construction Administration Device PP i� ca/�id 1 United Storm Water, Inc. Connector Pipe Screen $3613.31 $611,200 an size 2 02 Tech Connector Pipe Screen $475,00 to $575.00 de ondln on size Based on costs and experience, staff recommends selecting United Storm Water, Inc., to install 547 Connector Pipe Screens at a contract cost not to exceed $201,600. The estimated total project cost is $511,200 (see Project Expenditure Summary below). EXPEN Design $20,160 Construction Administration $30,240 Inspection $57,600 Maintenance $201600 Total Project cost $611,200 On February 17, 2015, the City Council approved an amendment to the Fiscal Year 2014/15 Seven -Year Capital Improvement Program (CIP) to add the Residential Catch Basin CPS Installation Project and recognize $200,000 In Measure M2 grant funds, The City will assume ownership of the system after the proposed project Is completed, which Is anticipated by mid - 2015, 25C -2 Agreement with United Storm Water, Inc. May 19, 2015 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is exempt from further review. Categorical Exemptions Environmental Review No. 2014 -47 (Project 14- 6844) was filed for this project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). I yI 614cl Council action on February 17, 2015, approved the deposit of $200,000 in ECP grant funds into the Measure M Street Construction Fund - Competitive revenue account (No. 03217002 - 52332) and appropriation in the Measure M2 Competitive- Street Construction expenditure account (No. 03217663 - 66220). The City cash match of $1,600 is available in Public Works Federal Clean Water Protection Enterprise account (05717640- 62300). The remaining City in -kind match of $309,600 for inspection, maintenance, and engineering support will be budgeted over a 10 -year period. In -kind engineering support services performed by various Public Works Design Engineering and Construction Engineering staff will be budgeted in the Public Works Engineering Services internal service funds (Accounting Units 08617612 and 08617611). Inspection services will be performed by City staff and contracted services, and will be budgeted in Public Works Federal Clean Water Protection Enterprise (Accounting Unit 05717640). FredlMousavipour Exe utive Director Public Works Agency FM/TC/TL Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25C -3 25C -4 AGREEMENT WITH UNITED STORM WATER INC. FOR PROVISION AND INSTALLATION OF CATCH BASIN SCREENS THIS AGREEMENT, made and entered into this 196i day of May, 2015, by and between United Storm Water, Inc., a California corporation (hereinafter referred to as "Contractor" ) and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter referred to as ( "City "). RECITALS: A. City desires to enter into a contract for the provision and installation of "Connector Pipe Screens" (hereinafter referred to as "Catch Basin Screens ") for the Residential Catch Basin Connector Pipe Screen Installation Project ("the Project ") located in the City of Santa Ana. B. Orange County Transportation Authority has awarded funding for the Project through its Measure M2 Environmental Clean Up - Tier 1 Water Quality Grant Funding (ECPF) Program for the installation of Catch Basin Screens the Project. C. The County of Orange, entered into Agreement MA- 080 - 15011198 attached hereto as Exhibit A, by which Contractor has agreed to assume all responsibilities and obligations inherent with the procurement and installation of Catch Basin Screens through the ECPF Program. D. Contractor has agreed to procure and install Catch Basin Screens for the Project in conformance with the terms and conditions set forth in Orange County Agreement MA -OSO- 15011198, and as further agreed herein. WHEREFORE, for and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: 1. SCOPE OF WORK Contractor agrees to provide all supervision, technical personnel, labor, materials, machinery, tools, equipment, traffic control and services, security measures to protect its equipment and materials, as well as necessary permits to procure and install United Storm Water's Connector Pipe Screens, as set forth in Exhibit B, attached hereto. Said Catch Basin Screens will be installed for the Project, as shown on the project map attached hereto as in Exhibit B -1. All attachments to this Agreement are hereby incorporated by reference. The Contractor shall execute the work in accordance with the safety provisions of applicable laws and the building construction codes. Contractor shall keep the Property clean, safe and orderly during the course of the work and remove all debris upon completion of the work. The Contractor shall be responsible for any damages to property and/or injuries to persons (on or off -site) as a result of their execution of the work required by this Agreement. 2. REPRESENTATIVES AND NOTICE For the purposes of implementing this Agreement, the representative of the City shall be the Executive Director of the Public Works Agency or his designated representative. The representative of 25C -5 the Contractor shall be Eduardo Perry, Jr. Except as may be otherwise stated, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. Any notice or instrument required to be given or delivered to either party to this Agreement may be remitted by personal delivery or by depositing the same in the United States mail, postage prepaid, addressed to: If to the CITY: City of Santa Ana Public Works Agency — Construction Engineering P.O. Box 1988, M -22 Santa Ana, CA 92702 -1988 If to the CONTRACTOR: United Storm Water, Inc. 1400 E. Valley Blvd. City of Industry, CA 91746 Any notice of a change of address shall be delivered in the same manner as any other notice provided herein. Notice by mail shall be effective three days after mailing by the above - described procedure. 3. COMPENSATION A. City agrees to pay, and Contractor agrees to accept as total payment for any and all services under this Agreement, the rates and charges attached hereto as Exhibit C. The total amount to be paid for procurement and installation of all Catch Basin Screens shall not exceed Two Hundred One Thousand Six Hundred Dollars ($201,600). B. Payment due Contractor for completed and accepted work shall be paid within thirty (30) calendar days after the City's acceptance of the work, receipt of Contractor's invoice and satisfactory releases of liens or claims for liens by Contractor, subcontractors, laborers, and material suppliers for completed work or installed materials. C. Payments may be withheld on account of defective work not remedied, claims filed, failure of Contractor to make payments properly to subcontractors or for labor, materials, or equipment, damages by another Contractor, or unsatisfactory prosecution of the work by Contractor, as determined by the City. 4. STANDARD OF PERFORMANCE In undertaking the performance of this Agreement, Contractor represents that it is proficient in the field of storm water catch basin installation. Work performed by the Contractor under this Agreement will be accomplished in compliance with such standards as may reasonably be expected from a contracting firm in that field or trade. Contractor shall perform the work in a professional manner with quality workmanship. 5. CORRECTION AND DEFECTS Contractor shall correct any work that fails to conform to the requirements of this Agreement or any documents pursuant hereto, where said failure to conform appears during the progress of the work. Contractor shall remedy any defects due to faulty materials, equipment or workmanship which appear within a period of one (1) year from the date of recording of the Notice of Completion by the City, or within such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by this Agreement or any document pursuant thereto. 2 25C -6 6. GUARANTEE Contractor guarantees the work performed for a period of one (1) year from the date of final acceptance of all the work required by this Agreement. Contractor guarantees all materials to be as specified and all work to be completed in a professional manner according to standard practice. Unless otherwise specified, all materials shall be new. Contractor shall leave the work in a finished condition as determined by acceptable building standards and to the satisfaction of the City. 7. TIME FOR COMPLETION/ TERM OF AGREEMENT Contractor shall commence work on the Project upon City's Notice to Proceed, and shall complete the project in a timely manner. The Term of this Agreement shall be from the date first stated above through June 30, 2016. The Tenn of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 8. COMPLIANCE WITH ENVIRONMENTAL LAWS. Contractor agrees to comply 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 all applicable federal, state, and local agencies. 9. INSPECTIONS City shall have the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and /or local requirements and this Agreement. Contractor agrees that all work found by such inspections not to conform to the applicable requirements shall be corrected by Contractor, and City shall have the right to withhold payment to Contractor until it is so corrected. S I I ! /J ; _ Ca ] \ M I [ I ] M] 1 I f T., Any changes or deviations from Bid/Proposal, Specification, and approved Project Drawings, or the terms of this Agreement shall be effective only upon written consent of City and the Contractor. All change orders will specifically describe the work and /or changes, the new agreement price and time for completion. 11. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless the City of Santa Ana, its officers, agents and employees from and against any and all loss or damage to property and from all injuries or death of any person or persons in the performance of the work under this Agreement. Contractor agrees to indemnify, defend and hold harnless the City of Santa Ana, its officers, agents and employees from and against any and all suits, actions or proceedings of any kind or nature arising out of the acts or omissions of employees or agents of Contractor or its subcontractors. 25C -7 12. INSURANCE With respect to performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors to maintain insurance as described below: (1) Workers' compensation insurance with statutory limits, and employer's liability insurance with limits of not less than $1,000,000 per accident. (2) Commercial general liability insurance or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall name Orange County and the City of Santa Ana and their officers, agents and employees as Additional Insured. (3) 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. All insurance coverages required pursuant to this section shall be primary and not contributory with respect to insurance or self - insurance programs maintained by Orange County and /or City; contain standard separation of insured provisions and provide waiver of subrogation clauses. Contractor shall furnish properly executed certificates of insurance and Additional Insured Endorsements to City prior to the commencement of work under this Agreement. Such certificates shall clearly evidence all coverage required above and provide that such insurance shall not be materially changed or terminated except on thirty (30) days prior written notice to City. Contractor shall maintain such insurance from the time work first commences until completion of the work under this Agreement, and replace such certificates for policies expiring prior to completion of work under this Agreement. 13. ASSIGNMENT Contractor shall not assign any rights under this Agreement except upon prior written authorization of City provided that claims or money due or to become due from City under this Agreement may be assigned to a bank, trust company, financial institution or to a trustee in bankruptcy without such approval. Notice of any such assignment or transfer shall be promptly furnished to City. Contractor shall not subcontract any of the services required by this Agreement without written approval of City. Contractor shall not delegate any authority or responsibility that would in any way purport to relieve it of any obligation imposed by this Agreement. 14. CONFLICT OF INTEREST Contractor covenants that it is an independent contractor and not an employee of the City and that its personnel, employees and subcontractors are not employees of the City. Contractor presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the work tinder this Agreement. 15. UNAVOIDABLE DELAYS AND DEFAULTS The time of completion of this Agreement shall be extended by the nurnber of calendar days which Contractor is prevented from performing work as a result of: inclement weather, acts of City not contemplated by this Agreement, the unavailability of workers or materials due to strikes, accident, acts of God, fire, unusual delays in transportation, unavoidable casualties, causes beyond Contractor's control, or any cause which the City may determine justifies the delay. The Contractor shall not be entitled to an extension in the number of calendar days for completion, unless, within five (5) days from the beginning of such delay, it notifies the City in writing of the causes of the delay, which causes must be acceptable to the City. 25C -8 16. 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. 17. ATTORNEY'S FEES Should any litigation be commenced between the parties to this Agreement concerning the work which is the subject of this Agreement, any provision of this Agreement, or the rights and obligations of either in relation thereto, each party shall be responsible for its own attorney's fees and costs. 18. TIME OF ESSENCE Time is of the essence in performance of this Agreement. 19. EXCLUSIVITY OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to hiring of Contractor by City, and contains all the covenants and conditions between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement, acknowledges that no representations, inducements, promises, or agreement, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement or amendment to this Agreement shall be effective only if executed in writing and signed by City and Contractor. 21. 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. 25C -9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. ATTEST: MARIA D. IIUIZAR Clerk of the Council APPROVED AS TO FORM: Assistant City CITY OF SANTA ANA DAVID CAVAZOS City Manager UNITED STORM WATER, INC. EDUARDO PERRY, President 25C -10 EXHIBIT A — COUNTY OF ORANGE AGREEMENT County oj'Oeange, ncPwlra Woms MA�080.FS011199 001W Lavin Warar, INC. CONTRACTMA- 000.15011199 VOR TRASH AND D92918 CAnURB DRVICE5 THM Counsel MA -080- 15011198 to provide Trash and Debris Capture Devlaes, (hmainatioe referred to as "Cantraot'� is ratio by and between the County of Orange, a potAdoal subdlvlaton of dro State of Callfomia, (hcrei:raftCt' xefarrad to as Wanly") and United Stour Watar, Ina., with a place of laugh teas at 140001& Valley Blvd., City of Industry, CA 91746 (boreloattm ro£airad to as "Contractor "j, with County and Contractor sometimes tudividuully re&trad to as ( "Pauy ") or collectively railroad to as ("Pardes "). WHERIW, County and Coftoulor are entering into this Cot hater, for Trash and Debris Capture Devices under a Usage Common; cud, W 'HLR % County solicited Txash and Debris Capture Dev3cae us get Tomb heroin, and Contractor has reintegrated that it Is 4twliRed to provide Trash amt Debris Capture Devices to the County as further pot forth herein; and, WHEREAS, Contractor agrees m provide Trash and Debris Capture Devices to the County as further set forth in tha Scope of Work, attached hemm as Attachment A and hourporated homin; and, WHMAS, County agrees to pay Commuter the fees at further got forth in Conhaclor'o pricing, attoclred lacwto as Attachment D and huncI toted hersite NOW T'UMOVORR, the pardea manually agree as follows: ARMOTIFS I. Station of Contrast! This Cenatatt, Including attachlewt(nj, specifies the contractual tarns and conditions by which the Contractor will provide Trash sad Debris Capture Dovloos, on an "as headed" balls under a usage Contract, as sat forth in.the Scepo of Work hiemirwd as Attachment A to We Contract. 2. Tormr The tam of this Contract shall W ofhodvo Marsh f0, 2015 and shall continuo for five yearn, fmm that date, unless othe wlae taaninated as provided herein. 3. Contingoucy, of Funds: Coattaotor acknowledges that fimdiug or pardons of Heading for chit Contract may be ocuffngant upon stake budget spproval; receipt of loads from, and/or ohligudon of funds by, the state of Calr`foutia to County; and inclusion of sudiclent footling for the sorvicaa horaHander ht the budget approved by County's Board of Supervisors for each fiscal year Corona! by this Contract. If suah approval, funding or appropriations are nor toenhcoming, or art otherwise limited, County may immediately fcuuinato or modify this Contract without penalty. 4. Conflict of )utoreatt The Converter 811411, nxerotae roasopabto Otto and diligence to prevent any nations or conditions that could result in a conflict with the best Intemgts Of the County. This Obligation Shall apply to the Contractor; the Corltraator's employees, agents, and relativea; aub,tior Consultants; and third patties MOCiated with atcomplishing work and Services hereunder. The Connector's ofrods shall Include, but not be limited to cstabhshlag pmoautious to prevent its P98019 page I of 10 25C -11 County ofOradgrt, OCpublic works MA.tl80- [StlYlY48 Unthrat'y ore Wireye„fne. emploYeea or agsols from makln$, receiving, providing or offodng g£fba, emsellaimmom, payments, £pans or other oonaideradons which could be deemed to appear to imiluenan Individuals to act acalraty to the boot hdoirena of the County. S. Child Support h"rtforeur at Rogrdrommats: Centmotor Is required to comply with the oh£Id support onforos ment raquiramanes of the County. pagan of the Commamr to comply with an tented, state, and local reporting, roquircmeufs tier Claud support anrowelaent or to reapply with all lawfully sawed Wage and Burnirtgs Assignment Orders and Notice a of Assignment elsell constitute a nennulal blame of the Conhuct. Fa££um mature such browch with rt 60 calendar days of a ld o firm the County shalt reevaluate grounds for tamtnatioa of dm Contract. 5. pnbticatiow No copies of sketches, eahodulas, written documents, computer based dam, pimtofpnplts, maps or graph$, Including graphic of work, resulting Prom parfomtatua or praparwl in connection with this Conhuot, am to be taloned by Contractor and/or migraine eating nmdce the supervision of Clean order to any larger, partnership, company, corporation, or agency, without prior written approval by tlm County and Disney except as necessary par ilia performance of ilia aerv£cea of Oda Contract. All prosy comods, Including graphic display fnfbrmmion to be published in nowspapars, magazinna, eta„ are to be odmihisterrd only after County approval. 7. Newollufmrrnadon Atlanta: The Contractor agrees tat It will not issue any news tableaus or make any comtaok with the media In economical with either the award of this Contrasd or say subsequent amcndmew o£ or sifart aud%* this Credited, Contractors must first obtain review and approval of sald news media contact fl am the County through the County's project Manager= Any requaais for Interviews or information nocived by the media should be rmfcrrod directly to die County. Contractors am not authorized to serve as a media spokespersons Yoe County projects without first obtaining permission fimm the County project Manger,. S. Breach of Contract: The failure of ilea Contractor to comply with buy of dye provisions, covenants or caudidms of this Contract, $ball conadtum a material breach of this Contract, In auah ewont the County may, mid in addition to any other remedies available at law, in erielty, or otherwise $paolliod in this Contract: a, Afford the Costumier written notice of the breach and fen calendar days or such shorter time that may be specified in this Comtraat within which to ouzo the breach; b. DlsoonUmte payment to ilia Contractor for and during the period £n wldoh the Contractor Is In breach and offsat against may monies billed by the Contractor but yet rmpxid by the County those manihis disallowed pursuant to the above. a. Terminate the Contract hi m slinally without penalty. 9. Contract Disputes: The parties shall dent In good faith and attempt to reaolva potential diaputoa sufaamolly, if Ufa dispute cauaetniug a question of fact origin$ under the terms of this Cotdruot is ram disposed of In a ra rmnablo period of time by the Contractor's Supervisor and the County's project manager as specified im Article 12. "Nollaos" by way of the following process. such matter shall be brought to the attention of that County DPA by way of the following process: a. The Contractor shall submit to the Cnimly DPA a written dommrd lit a ftual doelglon rugardhtg ilia disposition of any dispute between the Parties arising under, mlowd to, ar involving this Contract, tudesn the County, on Its owe £nhiati've, has Wmady rendered such a final dee£gion, 1,98019 page 7 V20 25C -12 County ajOmage, 00Fabiin Works MA•08415011198 Vocked Storm Warrrr lac Is. The Contractor's writes demand shall be fully supported by faatusl information, and, If such demand involves a coat adjustment to the Contrast, the Contractor Shall include with the demand a written statement signed by a senior official Indicating that the demand is made in good Milk, shat the supporting data are reasons and complete, and that the nmount requMst of accurately reflect$ the Contrast adjustment far which the Contractor bolieves the County is liablo. c. Pending the final resolution of any dispute arising tinder, related to, Or tnvotvinp this Contract, the MAIrMOror agrees to diligently proceed with the performance of this Contract, including the delivery of goods Mud /or provision Of services. The Contrsonees failure to diligently proceed $boll be considered a material broach of this Contract. Any float decision of tho County shall be expressly idsnHGed an Such, shall be in writing, and shall be signed by the County DPA or his designeo. If the County fells to tender a daeisiou within 94 days attar receipt Of the Contractor's demand, It shall be deemed a final derision adverse to the f.'nntmaIPT's contcmtons. The County's that decision shell 6o conclusive and binding regarding the dispute "age the Contractor commenaas action in A court Of competent juriadfOHon to contest such decision within 90 days following the date of the County's lino' decision or one year following the awmal of the cause of action, wbicbewris later, 10. Orderly Termination: Upon termination or other expiration of this Contract, each party shall promptly return to the other Party all papers, materials, and other properties of the otherheld by each furpurpmos of execudon of the Contact. In addf0on, each Party will cssiat tbo otlawpody in orderly Imagination of this Contract and the transfer ofall assets, tangible and intangible, as may be moutoury rot the orderly, non•disrupdva business continuation of each Party. 11. Errors and flagisslona; All reports, files and atber documents prepasedamf submitted by Contractor shall be complete acid shall be Carefully shacked by the profesdisnal(s) Identll ad by Connector as Project Munger and Contractor personnel attached hereto, prior to submission to ire County. Contractor ogres that Countyfevlcw Is discretionary and Cloatmatershatinot assume that the County will discover errors and/or omiseisns. if the County dfacovem any cours or amisstonu prior to Approving Conttsatoa's reports, filar and other written documents, the reports, flies o, documents wilt be returned to Contractor for correction, should the County Orations discoverorrsm or omissions in the reports, titan or other written documents submitted by Contractor after County approval theroo$ County approval of Commences reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor. and the reports, files or doemnants will be retained to Contractor for correction. 12. Notlmn Any and all outlets, requeata demands and other communications contemplated, called for, pormltted, Or required to be given hereunder shall ba in writing, except through the course of the paurbe, project monageo' routino exchange of h ilarmadon and cooperation timing the terms of the work and sorvims, Any written aommunicaHus shall ha deemed to have ham duty given upon actual in poraon delivery, if delivery Is by direct hand, or upon delivery on the actual day of receipt or fm greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage propels, wit iohovm occurs Gut. The data Of mailing shall counter the Brat day. All communications shall be addressed to the appropriate party At Ilia address stated herein or south Other address as the parties hereto tnsy designate by written notice from fine to time in the manner aforesaid, County: OC Public WmI(s/OC )3ngineming Ater: Charles liuselinger P08019 page s o120 25C -13 Coun*' of OrAnge OC Public WOrkr AM-0844$01Y I94 Oarredstona Warar, Ina. 2361 N. Cllassetl St, Orange, CA 92865 Phone; 714455A614 Email; ehsrlos .busstfngarf{�oupw:ocgov,cnm ce: OC Poblio Workrl zracuramont Services Ann: SddisPorklas, County 4PA 300' N. Plower Street Suits 818 Sane Ana, CA 92703 Phone: 714 - 667-9615 +tall: eddto.pmrkdns(r6ocpw.aogov,cmu Contractor: United storm Water, lea, Amt: Lydia Party 14000 E. Valley Blvd. City ofkdusby, CA 91746 Phone; 626 - 8904078 Eft IydlaC�tmitedatonnwatotcrtm 11, Governing Law and Veneer This Contract has been negollated and executed in the Shua of Colifornla and shag be goveracd by and construed under the laws of the State of Callperaw. In the event of any legal action to enforce at interpret this Contract, the seta and exclusive venue shall be a court afnompnteatjndsdicdon located In Orongo County, California, and thefarlim hereto agtoo to and do hereby mocalt M the jurisdiction of such court, notwithstanding Code of Civil Pmeedure section 394. Purthrammo, the Parties Specifically agree to waive any and all rights to request that an action be traasforred for trial to another County. 14. Entire Contract: This Contract, lactudiug atta lu mod which are attached berets and ineorporated herein by this reference, when accepted by the Contractor either in writing or by the ahipmoor of soy article or other commencement of perlber anoe hereunder, contains ilia entire Contract between the Parties whir rosyaot to the msftam herein and there ate no restrictions, promises, warranties or undertakings other than thoxe set :larch beroin or refeaed to hero9a. No exceptions, alternatives, substitutes or revisions am valid or binding on County unless authorized by County in writing. Electronic acoap come of any addlfional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited M installers of software, shag not be vafxt or binding an County unless nocopled in writing County's Purchasing Agent or his designee. 15, Amendmontxi No alteration or variation of the team of this Contract shall be valid unlasa made In writing and signed by the Parties; nn oral ora ersta ldtng or agr moat net incorporated herein shall be Wading on eiihei of the Parties; and no exceptiono, altemadves, au6stitutes or ravtoions are valid of binding un County unless authorized by County 19 writing. 16. Texas: Unless otherwiso provided hcraln or by law, priae quoted does not Include California state sales or use tax. 17. Oellveryi Time of delivery of goods or onion is of the essersca In this Conhaol, County rosarvus the right to refuse any goods oz aurvices and to cancel all or any part of the goods not conforming to applicable spaoificatione; drawings, samples or description, or services that do not conform to tha presodbed Scope of Work. Acceptance of any part of the order for goods shall not bind County to accept fusee shipmr»os, nor deprive it of die right to totem goods already accepted, at Contruche'a expense. Overshipmeale and undamhipmama of goods shalt be only as agreed M in writing by IWOI$? Page 4n /2d to 25C -14 County of/hange, OCPubxto Worhr Jk1,9.08a.19tr17148 tratted 54orm Wafer Yuc County Delivery shall not he doomed to be complete until all goods, ar services, have actually ban" received and coupled in writing by County. is, AaaeptancglPdymant: Unless Otherwise agreed to in writing by Cmrnty, 1) acceptance, shall not be deemed cornploto unless in willing and until all the goada/serviaos hew actually bun received, Impacted, and tested to the satisfaction of County, and 2) payment shall be made in wears, 19, Warranty; Coutreti Opressly warrants that the goods(servicas covered by this Contract axo 1) has of lines or enoumbtancce. 2) menchantubl0 and good for tlto ordinary purposes for wbiclr they are nand, and 3) 81! Ibx the particular purpose for which they am Intended. Aocoponce, ofthia Order shall constitute an agreanent upon Contractor's part to fndeumffy, defend and hold County and its Innuendo do as Identified to Artiele 1146" below, and as more fully described in Article "46 ", hmtrdgss here hab[llty.loco, damage and exp insa, tnctudingreesomblo aoumal fwa, incurred ors late by County by aaA9oh of fha ffi[luxe of dui gands/eesvieea to nanform to sadh warranties, &nifty We* Minnesota, nogiigrmt or unlawful acts, and non- complinatn with any applivablo Into or fedami codes, Ordinances, orders, or statutes, including the COoupntioual Satbty and Health Act COMM) and the Calif0tan Industrial Safety Apt Such remodim shall be in addition to any other renechm provided kv law. 20. Patcnt/Copyright NfntarfalslProprlafney IufhGrgamentt Unlace otherwise expressly provided in thin Contract, Contractor shall be solely responsible for clearing the right 0 use any palmist or eepydghtad materlata In the purgation of this Contract. Conintee" warrants that guy software as n060011 tihbugh snevlces Provided hereunder will not Infringe upon or violate any patent, prepri alary Tight, Or trade secret right of any third party. Continuator Agrees that, in accordance With the team specific requirement contained to Article "46"below, it shall Indemnify, dekbnd and hold. County and CountY Indemnities hurmlend fkam any and all such claims and be responaiblo far 1praymant of nil costs, damages, penalties and capering related to or arising from suoh claba(s), including; but not bound, to, soaraw'S fees, casts and outman. 21. Assignment or Subanatraeting: The terms, covenants, and conditions Contained herein shell apply to and bind the hairs, intention, Lion, executors, adminlstratnrs and assigns of the parties, pg, rye, neither the performance of this Contract nor anyportiort fharcof may be assigned or subcontracted by COnnactnr without the express Written Martin of County. Any attempt by Contractor In amogo or suth,000 Ot the patformnnao or any portion thereof of Oils Contract without the exprom written consent ofCouuiy shall be Invalid and shall mine ituta abrench of this Cenhact. 22. Non•Dfs"Imish rlotu In thgparformanna of this Contract, Coatnamr agrees that Bwill comply with the requirnmorus Of Section 1775 of the CaW mia Labor Code and not engage nor permit Asti subcontractors to engage in diaatrmnatimt in employmant of porsons hecanse of the men, religious exact, color, federal angle, mmestry, physical disability, mantel dfsabihty, medical rundltloa, mmi:lal status, Or sat of suoh parsons. CgntraOlnr Acknowledges shut aviOlauan of obis prevision ehal{ m1111ect Contractor to all the penalties impm04 for a violation of Anti- nisarimhw#an TAW or rngulatfen, including but not lirnhad to, Section 1720 MM, of the California Labor Code. 23. 'ferminatlqur In addition to any other eamedles Or rights it may have by law and those set fOrdi in this tkmtxaet, County bag the right to termimte this Contract without penalty immediately with cause Or otter 30 fts' written "often without aauan, unless otherwise speciflad. Cause shall bu defend as any breach of Contract, any misrepresentation or good on the part of line Contactor. Morofso by County of its right to terminate the Contract Shall0ROVO County of all further obligations. p0801P 7aga S gp20 I 25C -15 County of orange, pC p0nd tforks JW- 68845011198 UnUudSldYnt lyaur ,fee. 24, Consont to Breach Not Waiver: No lama or provision of thtx Contract shall be daonad wnivad and no hecaah excused, vales Ruth waiver or consent shall be in wtiOng and signed by the party claimed to have waived or corasontcd, Any consent by any Party to, or waiver of, a broach by the other, whather express or Implied, shall not constitute consort m, waiver of, or excuse for any other dI££erantor subaagnont broach. 23. Remedios Not Axalualvc: The remedies for breach set forth in oils Contraot ate oumuiativ0 OR to ono another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in ibis Contract does not prea[utle resort by either Pady to any other rnmedtoe provided by law, 26, ladepondant Contraatnri Connector slot be owak red an Independent Contractor and neither the. Contractor, its employees, nor aayand working for Contractor under this Contract shall be considered an agent or an orapleyee of County, Naltbar the Contractor; employees nor 4ayme, working Oct the Cpunuottr ander this Contact ahall qualify far workers' compensation or otherfimbo, bonmiits o£any kind through Comary, 27. Purfarmanea: Contractor $boll perform all work under this Contract, tubing noeessary steps and precautions to perform the work to County's satiafaation. Contractor shall be mopereibio for the profesaiorol quality, technical assurance, timely nomptaton and coordination of all documentation and othergoods /setvieca tlmhsbad by ibe Contractor under this Contract. Contractor shall perform Ali work. diligently, carefully, and in a good and workefta*1*0 mvmer, shalt Perish all labor. Roparvisioa, machinery, equipment, matarlala, and supptles nooessary therefore; $hall at its 0010 expense obtain and maintain all permits and Ifiteases mgnzred by public authorities, Including these of County required in its gown nrennd capacity, in commotian with parfomrarca of the work and, If Permitted to subcontract, shall ba fl allyivaponsible for all workparformcd byeuboorhRatOm. 28, lasurance Provisions: Prior to the provisions o£seivieea under this Contract, the Contractor a8mos to purchase elk required insurance at Contractor's expose and to deposit udlh the County Certificates of humans, Inotudinq all endorsements required herein, necessary to so"8 y that Country that the Insurance provisions of this Contract have beta compiled with and to keep such insurance coverage and the certificates Ouvotare on deposit with the County during the came term of this Contract, in addition, allsribcontmeasro performing work on behalf of Contractor pursuant to two Contract shaft olam a insurance subject to tbo sairio tents and actin aces an act forth herein for Contractor, All selRicatmod Autonlons (Stns) and doductibina shall be clearly stated on Ste Ceriihouto of Insurance, if no SIRS or deductibles apply, indicate this on the Conificate of hisurance, with a 0 by the. appropriate ttuo of coverage. Any sol£•lustired rotdution (STIa or dedundlte I❑ nn amouti bt excess of 43,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Won (CEO) /R£ilae ofRisk Managoment. If the Contractor iota to maintain Insurance acceptable to the County for Its Sol term of this Contract, the county may terminate this Contract. Qgpll08 pnsuretx Mholinum imummeo company ratings as determined by Ire most ar trant edition of rte EeaCS X qx Rating Oulda/PrmsArtY Casualty /Uo9Sdr ft&2 or Qat 4 shall be A. ($eame A.M. best's Rating) and Vfli (Financial She Category), The potleyorpolicies of insurance mast be issued by an Insurer licensed to do business in the state of California (California Admittod Corder), If trio carrier is a rwn•admitlyd carrier in the state of Cniffbmia and does not moot or exeoed an A.M. best rating of A•/VII, CEO /OAieo of Risk POW Pogo 6gzd 12 25C -16 Couurl, of Orange, OC publie Works U4490.15011198 Varfed %PM Water 1aa Management rewhts the right to approve or meat carrier after a review of We company's pdrfonnance and financial mahlP. If the 00"dmined carrier moota or exceeds the minimum A.M, Haut rating of A,lVlll', the agency eon accept rho Insurance. This policy or policies of insurance maintained by the Contreetor shall provide the minimum limits and coverage as sat forth below; 94M H Vialralm Limits Commercial (lateral Liability $1,000,000 per occurrence $2,000,0004ggrogate Automobile Liability Including coverage 81,000,000 par occurreneo for awned, non-awned and hired vehicles Workers' Compensation Statutory Employeze' Liability Insurance $1,000,000paoasc mnxl Mofasdoual1,M1lttyTnsumnoo B1,O00,000peroklmsmade erper occurranco �4IMY,�rcRY@2�0. eras The Cc mmorcial Counted Liability coverage shall to written on TnsulAWA Services office (140) khan CC 00 01, or substitute form providing liability coverage at least no broad, The Business Auto Liability coverage shall be written oa ISO farm CA 00 01, CA 00 08, CA 0012, CA 00 20, or a sabsdmtu form providing coverage at toast as broad. keeuiretl Xndorsentmrts The Commenvial Coneral Liability policy shall contain the following endorsamants, which shall socanpany, the C.crtifieate of Insurance: 1) An Additional Insured endorsement Ming ISO form CG 2010 or C ©2033 or a farm at but as broad naming the county of Orange, Ito clectad and appointed ofclals, officerc, employees, agents as Additional Insureds, 2) Aprimaty 000.00atribuiing endorsement evidencing that the contractor's insurance is primary and any Inauranao or selfdmuratcemaintained by Ito County of Orange shall be excess and ❑on•conMbaUng. All insurance policies required by this contract shall waive all rights of subrogation Assiut the County of Orange and mombars of the Board of Supervisors, its clooted and appointed otk5aiais, oftioors, agars and nmpbyaes when acting within the scope ofdnalr apllainhnant or employment. The Workers' Compensation policy shall contain a waiver of aubrogation endorsement waiving all' rights of subrogulon against the County of Orange, and members of the Board of Supervigma, its elected and appointed offlolals, effcers, agents and employeeg. P08019 Page 70 p0 13 25C -17 Cauaty oforla, ochbifu WgFkB ibfA- d$d «ISR72d98 Unked,Aderm Water Cam All Insurance poliaios required by this contract shall give the County of Orange 30 days notice in the event o£eanealladon and 10 days for non paymmrt of premium. This shall be evidenced by policy provisions crap ondomement separatarMm dre C'orligoate oflnsmm�ne. If, Comractneg Professional Liability policy is a "Mains made" policy, Contraoor shall agree to malatnln professional liability rrovaragofor two yours ihllawing camplotiou of contract. The Commercial general Liability policy shall nonmin a &everability of intone is Alamo also known as a "separation otinourods" clause (standard in the ISO CU 0001 policy). Insurance aottifivates should be forwarded for County of Orange, OC public Walks procurement Services 300 N. plower, Suite 838 Santa Ann, CA 92703 if the Contractor falls to provide dra nsuraneo oortifitedes and endorsamonts within saran days or notification by OC Pubfia Works procurement Division, award may be made to the next qualified vendor. County expressly retains thatight to require Contractor w increase or docreaso insurance of any of om above insurance types throughout the lam of this Contract Any incraso or decrease In immune will be as deemed by CountyofOxangoRisk Manager as appropriate W adequately protect County. County shall notify Contractor in wridng of changes in the insurance requirements. If Contractor does not doiresit copies of acceptable eerdfiowas of insurance and endorsements with County incorporating such rhongos within thirty days of reaelpt of such notice„ rids Cnnna u may be inbowe without further notion to Contractor, and County shall be entitled to Ali legal remedies. The procuring of such required pnl3cy or policies of lasumuce shall not be oanstsued to flush C•onunowes liability hereunder nor to fulfill the indemnification provisions and rogufxomoata of U Contract nor act in any way to reduce the policy coverage sad limits available stem the lnanme. 29, 11111.9 and Llano: Contractor shall pay promptly all indebtedness for labor, materials and equipment used ih per£ormarwre of the work. Contmotorsball not parmit any Gen or charge fo outset to the work or the premises, but if any does so attach, Contractor shall promptly income its retanne and, In oceardmrce with the mqufremanta of Article 40' below, indemoff7, defend, and hold. County barealoss and be mspanaible fir payment of all wale, damagon, penalties and expenses related to or arlaing from orrolated thetem. X Changes: Contractor shall make no changes in the work or perform any Additional work widmutthe Comity'& opccific written approval, 31, Change of Ownexshlps Contractor agrees that if them Is a change or transfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required umlor tetras of solo or other ttanstr to assume Contractor's duties and obligadans committed In this Contract and complete them to the eaddfaotban of County,. N. Votes Majeure: Contractor shall not to assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Creme P48019 page d af20 14 25C -18 Countynf4rmngu, Orpubfta wades Al". N0 -IMIM Unlrad 5'taara water far. Caused by any act of (rod, war, civil disorder, cmpioymeut strike or other cause beyond its reasonable bCiatraY, provided Canfractor gives vnittan nnfiCe of the cause of the delay to County with ill 3ti hours of the start of the delay end Cbntracroravatla Irfmsgifpf any available remedles. 33. ConOdanttafhy: ConrmaWr Aguas to midanAln the Contidaatiality of all County and County and County- ralated racotds and htformition panatela to all statutory, laws relating to privacy and con8dendalit that currently oxlst nr exist at any dip during the torn of this Contract All each records add safer matlan abet! be Considered cooldeudal and kept confidential by Contractor and Conbnctor's staff, agents And amploycas. 34. Compliance with Lawn: Contractor represents and warrants that services to be provided trader this Cantmet std MY namely, At Ctmahartaa'd oxliense, with all stentlards, laws, atalutm mstriodoas, ortlivancos, requirements, and tegolationa (oolteotivoly "taws'), inoludin& but not Redid to these Logged by County in its govearmental oapaoily and all other laws applicable to the services at the than servioom too provided to and accepted by County. Contmotax acknowledges that C.otmty is rotying on Contractor m onata, such compliance, and pursuant to the requirements of Axtielo "46" below, Contractor agrees that it shall defend, Indemnify and hold County and County lAdetnuitacs harmless from all liability, damages, Coats And expenses Arising from or related to avioludon ofsuch laws. 35. Freight (F,C',B, BoWntation): Contractor asRemas fill nspea3ibility for all transportation, transportation scheduling, pecking, handling, IdswAstoo, And other services Associated with delivery of all products deemed necessary under this Connect 36. Pricing; The Contract price, As wort fully act forth in Almshmont B, stud( inoludc tall Compensation for providing all required goods to necardanoo with required specifications, or SCM4ea A9 eppae fled hombre er wheu dppltaablc, to the Contractual prhChtg attached to this Contract, W4 AO additional CompCnagtian will be Allowed therefore, mmkes otherwise provided for ht this Contract. 37. Waiver of Jury Trial: Bach Patty acknowledges that it is aware of end has bad the opportunity to Reek advise of Counsel Of i% Choice with Migeot to its rights W trial by jury, and each party, for itself and ita wagusora, creditors, and Assigns, loos hereby txpmssly And knowhigly waive and rains, all such rights to too[ by jury in any ulion, i moeodhng or counterclaim kanitat by any Party berate, against the athar (And/or Against its Offtce", dire toxg, (Wployees, agents, or subsidiary or afflllated "tides) OA ar With regard to Any matters whatsoever arising art of or in any way Connected with this Contract andfor any other Claim ofinjury ordamega. 33. Torres And Conditions: Contractor Aokhowtedit a that it has road And agrees W all terms And Conditions Included In this Cpmmot 39, Ueadingar The varlouslttadinas and numbers herald, the grouping ofprovisloas ofthds Contract into separate chosen and paragraphs, And the organization hereof are for the purpose of wnwoionm only ,nut shall eat limk or otherwise afthotiho moardng homoS 40. $avarabi0tyr If any term, Covonnnt condition or provision of title Cethgat Is held by a court of competent jurisdiction to be Invalid. void or,nandernablo, the ramaindar of the provisions hereof shall ramahn In fall force and offhat and shall in no way be affeated, irnpabed a invalidated thereby. 41. Calendar Days: Any rofemnce to the wand "day" ac'%YA" hesoln shall mace calendar day or calendar days, respectively, unless otherwise expressly providod. 42. Attorneys Foes: In any action or proceedhng to garbage or intorpmt guy provision of this Contract, or M019 AoCppa 9 ofr0 rs 25C -19 County of Orange, OCPaGRa Works MA•OB0.75011148 IlaiMdS'rarNS Ware, M4 whom any provision hssuof Is validly asserted as a defense, each Party shall bear its own utetuey'a fl as, costs and expenses. 43. tnrerptatatsan: This Contract has been negodowd at arm's length andhetween persons sophisticated and knoveledgeable in the mallets dealt with be ilia Contact, In addition, each Party has teen aeprasamed by exporionced and )mowledgeabla independent legal eotmml of their awn of eoahtg, or bas loaowingly declined to seek sucb counsel despite being encouraged and given tbo Opportunity to do an. Fuh Party further nokoowledycs that they bayonet born Influenced to any exteusf whatsaavnr in executing this Contract by any other Party berelo ar by any parson representing them, or bath. ,Accordingly, say rule of law (Including California Civil Conde Section 4654) or legal decision that would require interpretation of any Ambiguities in this Contract against the Party that has drafted it is not appiieablo and is waived, The provisions of thts Contract shall be What mtad in it rarsouabla manner to atfeot de purpose of the Parties and thla Contract. 44. Authority; The Parties to this Contract represent and warrant that this Contract bas been duly Authorized and exeautedand constitutes the legally binding obligatlon of their respective organization or entity, enforceable in anonrdanaewith its terms. 45. ImiplayaeEligibility Varlf nfloar The Coatmetor wm'ranm that It fhgy complies with all Federal and state statutes and regulations regarding the employment of citrus mid others and the all its employees performing wad, under this Contract moat the eidzenship or Allen status requirement set forth in Federal somas and wicuaklons. Thu Contractor shalt obtain, from all employees perforating work hemunda, all verification and other dommenratlon of employment eligibility slams regaled by Fedntid or Stara statutes and rophadow Including, but not limited m, the Immigration Reform And Control Act of 1986, 8 Il.S.O. §1324 at seq, as [hay currently exist and as they may be hereafter amended. The Contmobur shall retain all Bach dicumentadan fe all coveted employeea for the period presnrl6ed by the law. The Contractor shall Indemnify, defend with counsel Approved in writing by County, and hold harmless, the County, its agents, ofAcem, and employees firm employe sanctions and any Other liability which may be ououed agamot the Contractor or the County or both la aonraedon with any alleged violation of soy, Pedaml or State statutes or reaulations pertaining to the aligindity for employment of Any persons performing work under this Contrast 46, fudtmutitaatlon: Contractor milmos to hadrmnlly, dofond with couruel approved in writing by County, and hold County, Its elected and appointed officials, officarn, employees, agents sad these Venial districts Ind agencies wbiab Comedy's farad of Supervises ache as the governing Hoard (" Cawdy hatemnttoes") harmless Anna any claims, demands or liability of any kind or nature, Including but not limited to personal Iriiury or property damage, arising from at mitred to the servhA4 products or other performance provided by Contractor pursuant to this Conimot if judgmont in entered agafnat Contractor and County by a court of competent jorisdiotian because of the concurrent active neal)genee of County or County Indemeltees, Contractor anti County agree that liability will be apportioned As determined by the Ann& Neither party shall regmst a Jury appnrtlnwAtut 47. U sage: No guarantee is given by the Cormty to the Contractor regarding usAge of this Conh'act. Usage figume, if provided, are approximate, bused upon the lawt usage. The Contractor agrees to supply services and /or commodldoa requested, as needed by the County, at prices listed in the Contract, regardlese of quenthy requested. Orders may be placed against this contract at the 000vnn{snce of live using ngeacy /dopertmeat 48. Audits7fnspundoaa: Contractor agrees to permit the County's Auditor - Controller or the Auditor - Controller's Authorized representative (including auditors from a private auditing firm Wood by the POOO19 Page r00po 10 25C -20 CounryafOmego, OCpabtln Works MA400.15011198 U440481arm Ware, lea County) access during normal working hours to all books, accounts, records, reports, fifes, financial records, supporting documentation, including payroll and necounts payablehecehrablo records, and other papers or property of Comnator for the purpose of auditing or inspecting any appeal of parfbrmatco under Iles Contract, The inspection and/or audit will be confined to those matters oommetatl with the perlvrmamce of the Contract including, but not limited to, the costs of administaring the Contract, The County will provide raasonehla notice of such an audit or Inspection, The County mserves the right to audit and vanity the Contractor's records before final payment Is made. Contractor agrees to maintain such records for possfble audit for a minimum of three years offer final payment, nnlepfi a longer period of records retention Is alipulatcd under this Contract or by law. CeilhaetOr agrees to allow interviews Of any emplayaos or others who might reasonably have inibrnation minted to such records. Further, contractor agrees to Include, a similar right to the County to au litraccrds and Interview staff of my subcontmotorrelowd to Performance of this Contract. Should the Contractor aeaso to ";at as a legal anticyy, the contractor's records pomainhng to this agreement shall be forwarded to the surviving entity to a merger or acquisition or, in the event of liquidation, tothe County's projeothdaungor. 49. prevailing Wage (Labor Coda 1773)1 pmanmtt to tho provisions of Section 1773 of the Labor Code of the state of California, the Contractor shall comply with the gemat prevailing wage ratty of per Ahem wages and the general prevailing rates fir holiday and overtime wages in this locality for each craft, classification, or type of worker needed to one= this contract. Tina rotas "a available from the Director of the Department of industrial Relations at the following "bolo, httm /fwww.diras prQ /d farlb The Contractor shall post a copy of arch wage rates at the job site and shall pay the adopted pravalling wage rates, The Contractor shall comply with the provisions of Sections 1775 and 1813 of the Labor Cade, 50, Cooperative Agreements The provisions and pricing of this Contract will he extended to other Califomia local urstaw governmental entities. Governments[ amides wishing to use this Coatmel Will be responsible for issulog their own pumbass donumenta/priee agreements, providing for their awn acceptance, and making say subsequent payments. Contractor shall be required to Include in any wormer enhered into with another ageaoy or audty that is entered into w an exmnsion of this Contract a contract clause that will hold harmless the County of Orange from ail claim, demands, actions or causes of actions of every kind resulting directly or indireedy, arising out of, or in any way connected with the use of this Contract,. Failure to do so will be considered a material branch of this Contract and grounds for immedinte Contract termination The cooperative entities are responsible for oluabdug all certificates of Insurance and bonds required, The Contractor is responsible for providing enolt cooperative entity a copy of the Contract upon request by file cooperative entity, Tho Coumiy of Orange makes no guarantee of usage by other users of this Contract, The Contraororshall be required to maintain a list of the cooperative coffer using this Contract, The list shall report dollar volumes spear annually and shalt be provided on an normal basis to the County, atthe County's request. P08019 Page !74170 17 25C -21 Caanfy of Om g4 OCPaeRe IPmas MA -MYS0 11198 UmW S;;e.Wore , lac IN W"08 WHEREOF, the Parties harem have executed this Contract on the date first shave written. UNITED STORM WATER, INC.* a state of Cabibards canpomtion Ey_ i -� 44— Print f! Name EduaNa Perry Jr. Till c Prosidern Corporate Oifoer �✓ Date _. 2./ l2+ t l COUNTY OF ORANGE a political subdivision of the State of California , By Print Nazne ( ht= Title Deputy Purchasing Agent Date Ih ((T_,r � - Dyz:a Print Nome Rohart Plna Title aoaretacliff1 um Corporate Officer If the contracting party is a corporation, (2) two signatures ere required: one (1) signature by the Chairman of the Board, the President or soy Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the ChiefPinancial Offieerorany Assistant Tressurer. The signature of one person alone is sufficient to bind a corporation, as long as lie or she holds corporate offers in each oftho two categories described above. For County purposes, proofofaueh dual office holding will be satisfied by having the individual sign the inenwneat mice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a Corporate resolution demonstrating the legal authority of the signator to bind the corporation. P08019 Pose 12 af2o 18 25C -22 Count,gfOreage, 00 Public Wmkr AfA480.1$0Il;98 Unlaad&arm Water, lna ATPAcHasENTA SLOP$ OP WORK BACKOROdNn Tho Orange Comity Transportation Authority's (OCTA) Environmental Cleanup Program (ECP) provides area porcant allocation of annual grass Maasam M2 (M2) ,avenues to Improve owmll wstar quality in Crauge, County from tramponation-eatated pollution. The ECP competitive funds can be end to Implmmeat water qualify Improvement projects addressing pollutants originating from or conveyed through transportation systems. Those tlmda will assist Orange County cities and the County of orange In meoting federal Clean Water Act standards for urban mnofPthrough the in roluue and installation of maognived shuctuml beat management prsedxs (BMPa), Third parties such as public water and wastewater agencies, environmental advocacy argaalzatlem, and Iwm 0amM associations may also seminars projects through a municipality that is willing and able to tako responsibility for marrying out slid maintaining the project. The ECP's Tier I Grant Program fonds the purchase and installation of most to medium scale BMPs that capture and/or treatpollwantn. Water qual ity projects, mganflcss of the type o£mclumlogy implemented, ate eligible for Tier 1 funding provided they have a verifiable benefit to water quality end fall within the maximum per project programming cap, The Tier I Grant Program Is designed to supplement, not supplant existing hangponation related water quality programs. Funds will be awarded to the most oast. effective projects that improve water quality. The complete Tier I grading guidelines can be viewed online at hltg;% /wgyl acts naf>tU[e@gptgyyj Nrcag lg tr-rhmlitvlOvervi t. A total of up to S193 million is available for the Tian 1 program over a mven-yaw window of gecal your 2011.12 through, fiscal year 2017 -18 with appmximardy $2.8 million available for each ref. Three tags for projects have been field W date for Tier 1. OCTA will mamma the rah for project$ cycle and funds available following the completion of fiscal year 2017.18. Ile DESCRIPTIONOF PROJECT In conned with, the M2 ()rant Program, this Scope of Work is designed to emeralds a panel of Contractors to achieve economies of scale on a list of fixed unit prices for the purchase and installation ufequipment and devices designed to remove fitter, debris, and other water quality pollutants, krolo raft"d to as "Stonnwater Treatment Devices." Selected Contractors will be part of a Motor Agreement between the County of Orange and OCTA that will allow municipalities to select focal a feting of Contractors to provide, supply, fabricate, construct, deliver, and instal Shomwater Treatment Revises. Agencies wishing to use the Master Agreement may purchase BMN with M2 grant monies or any other grading source, Accordingly, the goal of this RFP is to establish a Master Agreement that achieves strategic savings that would benefit the County and OCTA to act 03 the purchasing and contract administrators for M2 grant. allgible ontitim. Proposals that do not provide a discounted price that offer economlov grsoale fart are more than standard hulk pricinglinstallation, dtsllog will nor be considered. Proposals will not be accepted solely 'far equipment purchases or installations. Awarded BCP entitles are not obligated to utilize the selected Connecters. Rather, this process Is Intended to provide amachenism Introduced rafts for equipment mid Its Installation far Orange County municipalities, Including those, implutnenting projects with M2 funding. to addition, if a local agency is a party to this Maker Agreement, a separate agreement, city entmef resolution, nr other protocol may be naomeary with the selected Contractor(e). The eligible qualifications am discussed below, P08019 Page 13 oJ20 19 25C -23 CounanlOrar��nr t2Clrrebfte Wurha Nf.AA80,XSOXXi4a UaltrASnaria linter %�. inch selected Contractor will be under contract with the County at Orange's GO public Works Department and DCTA, but wilt take primary direction flrsm local agency. Contractor's will directly invoke and bePAld by the local agettoy. Ili UU0111MOVQOAI.IBICA'CIONd Stormwator 'treatment Devices must be capable o€ haudiing flows tinm a design stoau of o,2, inaltosAour. The hydrologic method to be road to ealculme the flew aagaolafsd with LID and water quality design storm £IoW is: F.,o,a=C k 19 Where prrareal - plow anpaolty (cubic lroNaea); C - runoff Coefficient (venom from 0 to 1); 0,2 Inches/hour, and A =tributary area (gems), TrEohnent devices should also be able to operate In a hydraulic sauohorge, condition (definAd as a condition that exceeds the design discharge) without releasing stared pollutants to the receiving water, Stormwater Treatment NO= which meet this definition and would be eliffIbbo for consideration one A, Jlydrodynumie Separation and Gross Solids Immoral Devices Hydrodynamic separators am flow - through Structures With a solding at sepanHon unit to remove sediments and other pollutants and are widely used in stonnwnter smgmaant, Na outside paws, source is required, because the energy of the flowing water allows the augments to efficiently separate. Depending an the type of milt, this separation may be by mesas of centrifugal torso or ladireat flirtation, Oroes Solids Remmal Devices (either linear radial or inclined screoa) are shuohuut beat management pmetlses designed to remove Hush, vegetattvC material, and other parMes of relatively targa, goes size from stormwater,nmoff B. Catch Basin Inserts Catch basin Inserts am designed to remove oil and groaso, loah, debris, and sediment and improve the of blency, of catch boeins. Roma Imetrs are designed to drop directly Into existing catch Lades, white others may rognim retrofit cansuvrdon. Sevand varieties of catch basin insorts exist for filtering ruuoll. C. AutommNc RetraMolale Screens Automatic retractable Orleans Are mounted inside a storm dome mint and are designed to remain closed to capture debris during the dry mosom Doing storm events, the sonams; mhaat, allowing heavy flows to eater ties atone drain. D. CartridgaBlltaz type Control Devices Cartridge tutor -typo controls typically consist of a sorks of vertical filters contained in n vault or catch basin that provide treatment through fltmtion and sedimentation. POWs page 1nof20 20 25C -24 County efOmnsq UCPablla Dierks MA480- ISO£II98 Unlral64arm Blame, Inn E. Dlological Treatment Dovlees Bioreteation devices include rainganlans, awales, and filter strips; all use plants and substrate to detain and filler stormwater to reduce excessive runoff from made and paved surfaces, and provide opportuhitice Ibr enhancing natural Isndsoapa and biodivamity elements in the urban environment. V. Wine Trash and Debris Capture Devices (Trash Rumors and Trash Nets) Trash booms and nets am designed to assist in the caatml containment and meovery offlesting trash, debris, timber, urban waste or aquatic plants. Typically built as floating structures, these devices arc designed to coutmi pollutionalong the t urface ofthe water. IV. REQUIREWNTS • The devices shall be reedy fbr shipment, delivery and/or installation within two months of receipt of ordem, • Warranty on pans and labor shall be for a minimum of 10years. V. EQtmPMENTDESIGN AMSPECIp1CATirhm R8IbRT All proposals shall include lnfotmadun pertabling to the proposed storvnwater Instrument clavier, including, but not limited tie product description, design, coginemire siting, operation, and manrlWUnce. The following InAmmatioa should be aummmtzad in an Equipment Design and Specificatimn Report (liepert) for each proposed device in the given order as listed below. .4 submittal that does not address all aspaers of the following nucleation celtesia and/or cannot be rvadi(y located wrdtM The Report will be deemed Incomplete. Plaa.•eprovtdeabe_.rr for all maroomedValues, A. Descriptien/DesigNEnglnear(ng Describe haw the equipment meets the intent of the CCTA Tier I Eavironmental Cleanup Program. A detailed description of the equipment and design elements, inclusive of sizing and geometry (include diagrams or CAD files). • Material$ used to construct the equipment (l,e., stainless steel, grade, plastic, etc.), • Flow or range of flows for which equipment is rated (in cubic feet per second). Estimated design life oftha equipment. D. Performance Erfectivcness Performance effectiveness in reducing Gash, litter, debris and other transportation mla tut pollutants (pment reduction) and associates; transportation related water quality impacts (include Independentanslysea If any). Trash capture ("at* the definition of "full capture systodl and storage capacity of the equipment (;£applicable). P08019 Page 15 of10 21 25C -25 Cowgp gronosge, OOPubtle {Narks MJ4- ps0- T.SOIXIpB United Storm Macon Jar.. • Overflow or bypass flow capacity edits equipment when fits of trash and overnowlag (ie., storage capacity of the equipment whoa the ono-year, one hour storm is no longue fully Missed) (if applicable). Maximum overflow or bypass now capardty of tho device (Lo., 10y4ar storm event) (i£ applicable), < Device performaaca anbutivanass in tons of pounds of trash removed per total prefect cast (sec seetumv„ pJ C. $lung, Operation, and Maintenance Description of Coatmttor'x installation process Including co rialmmin and review, of device locations with munleipal start, fmftio control during installation, and estimated time required to fnshtll eaclr device. Dasoripllon of the site-apsoiile raaatimementa good other information a municipality must provide the Coubwaor for determiiring ilia appropriate size and configuration of the davits for that lacadmi (,.a. Nigible ondilas will need to determine how to select the right device for their dashed lactates). A discussion of my regulatory pamita that may be required for installation. Maintenance requlr m onto (desocibo In detoll how the device must be maintained end the appric lmala umoing of time required for cleaning cr malaranance.. In addition, discuss whether the device has design capabilities for easy removal for cleaning ormainienaace). - Rialmawd life cycle costs for militiaman, • Durability against external factors, such as straet swceping, car parking, do. • Availability ofreplacamvntpart% and life etpuateooy, Worrmuy coverage and duration Aesthetics and raft. - Any key lactots that makes tine deviva unique among other products. Coutractor's Installation ltnekgroand Ability of Contractor to have staff and/or cuhconuacter(a) to manufacture device and provide I nstallation to eligible endties within Orange County.. - L6eparienca, background, training, mid number of staff and/or suboonitwtor(e) who will f1swcato and/or install device. 19. Oparaling Loaauons, B¢fersncsx, and Certifications - A mhtimum of three locations, inclusive of address or rwarest intorseaticn, and pintos of device in operation within southern Califomio, preferably Orange county. Continuations ubbdned from public agcuoies and /or Itogto ial Water Quality Control. Boards. POMP Page X6gf.V 22 25C -26 County a %prongs, OCpabllc Narks d,{�.pgp,,ISpI�{gg {rMllednorm Winum kMn VI, t"nOaseT&fANAORM9NT, COOOLITATION,AND AItMIMMMTIO)4 A kick c+ff meeting with sela4Vod Cou4notow and the County and OCTA shall be hold to diecnse the oontmetmal mans of the blaster Aliteoment This wilt antabllett managemom, coordination, and admlmiatrauhm protocols, and address other fam oa, as necessary, to ensure that the contaotust forma am mat `rho Coataomr's pro]ent Mmmger slmlt aommanioste mid c wrdinmm Ina timely wanner all work and prat aisowlth the county's pnmbaning and C.ontrnct $1erviewMamagmt and OCTA'a" Manager. A monthly progrosa mpart dIIIAMA; the amremaril r treatment dcvioo pumbasea and luetellatian per local agertey shall be Imputed by the Contractor's Pmjaet bisnagor and sehrahted to the County's puroinumo and Contract Services Mmragaraad CCTA's WJ Mamagor, progroas reports shalt Include the ougohrg statue of work, 518nk5osat nacompludectI M problems ancouatmmd and anticipated with potential sel000ns, and wmk planned for the text month (hy tunic and responsible porsonl. In addition, the Contractor will be responsible fur developing a Tier I program apmsdsheatto aspmm inkbrmatPnn from awarded LtCp ant ides. Thcdatsbase will contain the following; - Noma ofHndty CantalmName •- CosaafPhbne Nnmlzcr •: Contact&mwil Addreas Dam of Installation Device inventory nwnber, name, end type - Siaelaapstity afdevica Locadnn tfinamlladona Uot estimate of oamboomer aron Anticipated camber of installatlame within the next menib The monthly progress report shall be received no later than tit tenth (loth) calcied" day of The month, P48419 page 17of1m 23 25C -27 Conab4%Orma84 OCPublic Warka AfA•Od0.I50t7198 Erniced5mrm Wcur, fne. ATTACHMENTS CONTRACTOR'S PRICING 1. COMPENSATION: This is a usage Contract between the County and Contractor for Trash and Debris Capture Devices, as act forth in Attachment A, " Scopc of Work'. The Contractor agrees to accept the specified oompettiation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing, labor, insurance requirements and !Rtes required, for any reasonably unforeseen difficulties which may arise or be encountered In the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its dudes and obligations hereunder. The Contramot shall only be compensated as set forth herein Wow for work performed in accordance with die Scope of Work. The County shall have no obligation to PAY any sum In excess of the fixed prices spedfled heroin unless authorized by amendment In accordance with Articles n15a and 1130' of the County Contract 'firma and Conditions. lf. P niciNC: Payment shall be made in accordance with the provisions of this Contract. Payment shall be as follows: hDANnircas¢s coma mNaMa sane 4 anw: eexrattoe Os- aaaaaw wwtm artuune4 rouamv . asnr.1 Option 1: AS OnIv Wag -Gate ARS 1 24'•60' 3°•14• 4224.54 163.38 $462.06 60.110 82.06 Wing -Gate ARS 1 6P•10' 31-14' _A4922 W.42 $013,89 1$410 5647.80 50.00 947.80 _ Wing-ants ARS 1 10.11.16' 3° -14' $67,86 5116340 5287.00 1 498,58 jW00 $1,490.38 Win9•Gate, ARS 1 1611'•21' 3'•14" _ 583.12 144LW 12.20 1 L32 $00D 1097.32 Wi g Gala ARS 1 21.1'•28' 3' -14' 122.6 $1.790.401 $432.20, 2,344.65 40.00 1 $,1.344.65 Wing -Gate ARS 1 20.1'; 35' 3'_14' _ 82.13 X2,078.60 N42b1 $2 . 4 50,06 $2323.54 6ptle42: CPS On Canmad9r Pipe 8cmen 1 28` 18' 17A4 X1„45.75 5295.12 W.31 S1 x00 3.31 Connector Pipe Scram 1 28.1' -47 18.P•ST _397A4 94575 _ §205.12 5386.31 515.00 5383.31 CanradorPlpe Screen 1 42.1" -8P 30.1'•57 577.44 $145.75 $205.12 .9f ;15.00 $383.31 Cplton3: ARS &CPS AR6&CPS 1 24 °•30" 466.86 70.7J .42 785,37 1500 .37 ARS&CPS 1 61' -id EBB.80 5759.83 342482 ;V 485.91 1440.91 ARS &CPS 1 10.1'•16' A$15.00 47532 1290.35 3.02 1921.00 515.00 51930,69 S&CPS 1 l8'.P -21' 10066 51.587.75 17.32 2 ,69 1500 E2 0[1.63 ARS & CP3 1 21.1' • 26' 19849 1 .16 6517.32 X190 516.90 70996 ARS&CPS 1 28.1' -36' 79.57 52764.55 5590.12 52934.24 51500 52949.24 P09019 Page 18 oJ20 24 25C -28 Conn(p of Orange, OCPnblk Owitt MA- tl8bP8g1P/98 tln&edS70rm Water, Ina Optical 41. Fifterinaert only OmtoPeo, curb trial 1 24'•47 12. 17.90 $207A6 94,16 ,j409,53 1540 $424.53 WalnPac, Curb trial 7 43'-60' 17 $17,90 $U9.73 0.15 116.00 $468.78 Dra4rPae, Curb Inlet 1 $1,.I Y 17 17.90 $737.94 11103.17 4939.01 M00 $954.01 Owes; Curb Just 1 10.1'•16' IT 11.00 8.20 $289.04 $15Ai4 15.00 9268.14 Dralnpac, Curb Idat 1 iB.P-21' 17 �_. 517,80 _ $1012n 9.04 - d10.. 0 $1434.64 OrrePae, Curb INet 1 21.1'-20' 17 517.90 51296.1 .14 318MIS 16.00 41821.16 Dra6Paa, Curb Inlet 1 28.1' -30' 17 $17,90 $1,621.12 JMSM $2,426.08 $16.00 $2,440M D TmPac Dmp Inlet 1 12102' 17 _ $17.80 184.92 59275 $274.77 515.00 $289.77 DminPae, Omp Inlet 1 10'x14' 17 7, 214.12 $92.76 5324.77 915.00 f33A.77 DmtnPrq DM Inlet 1 24 °x24" Jr $274.10 $02.75 $M4,76 $10.00 $399.75 DmfnPan,Orop � Inlet 1 _36'x36' it W00 90.44 92.75 51.09 16.00 6609 UrelePac, Drop Inlet 1 48'x48" 12' 517.90 5537.10 492.75 847.Bd ... $16,__00 _ 82.04 1eWacute.Ca -hmry onm • RaYa RdarMANepwaigna4e. •Rabealwxnpglde rgllazmakdde, blgn eM puFmentneeeeifamerwremu x leMmWr, rd NeiRabnd Mrbl Yadtllrkar. -Rain *.erebmahshG Us, we Ix ewtnre cWt We dauAis end OwaW Xab 4an*Um •nvberhoan dead FWrdr Prr:e9ddaflWWewNrybMeakhba4a. •Mkexxrbn deal6xdW anAniki batNfBNIq ARrinblNlbrr. ^ Teat EeiNWed Cad: •Tha idMal al or+atlom RAb4brourncal°dnwnlsb rerearcearynMdep2tsdbupPainnbeMbau aaedanYgdhiaNkddbMc •nMROW EsiNobdoal'daan hfartmmsamb aMdoyddf rirastWNcWaddeWramdPte Me'EUarrtal0pdepsa aMaNtvana CVt. III. PRiC& INCReA95gJl7mus98: No price increaser will be permitted during the fast period of the Contract. All price decreases will automatically be extended W the County. The County requires bona tide proof of cost incomes on Contracts prior to any price adjustment. A minimum of One - hundred eighty (ISO) days advance notice in writing is required to secure such adjustment No acrUtective price adjustments will be considered. The County may enforce, adjust, ucgadate, at cancel escalating peke Contracts or take any oiler action it deems appropriate, as it sees fit 71c net dollar amount Afprofit will remain firm during the period of the Contract. Adjustments Increasing the Contractor's profit will not be allowed. IV. FIRM DISCOUNT AND PRICING STRUCTURm Contractor guarantees that prices quoted am equal to or less than prices quoted to any other local, State or Federal government entity for servlaes or equal or lesser scope. Contractor agrees that no price Increases shall be passed along to the County during the term of this Conceal not otherwise specified and provided for within this Contract. V. ComItAmia's ExtENSR: The Contractor will be, responsible for All costa related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. P09019 Page 19of2o 25 25C -29 Conn(y ofOrartgew 00PrrAlk markr iti'�t.dgb•15071r48 X/xitaASrarxr Water, Xnu, W. PAVhtCN r TBRM: Invoices Stu to be submitted In omara, after aervteos boo Woo oomplated, to the address specified below. Payment will be not 30 days after receipt of an invoice in a format accopublo to the County of Orange. Invoices shall be verlAcd and approved by the County and subject to mutine pmoossing rnqulremcata, The responsibility for providing an acceptable Invoice to the County for payment mate With the Connaetor, Incomplete or hummot invoices am not acooptablo and will be rumored to the Contractor foroorrection, Wiling Shell never services andror goods not previously invoiced, The Contractor shalt reladimoo the County of Ornugo for my monies paid to the Canmracwr for goods or services not provided or when goods dr sarvfooa do not meat the contract mqutrammts. Payments made by the County shall not preclude the right of the County untie thereafter disputing any items or services involved or Wiled under this contract and sball not be construed as aoceptmoe of any part of the goods or services. VU, VgVOICWG INSI'tiUM01 Ht The Connector will provide rm invoke or the Contractor's letterhead. Each invoioo will have A, unique number And will include tike following infar ation: A. Contractor's eama And address B. Contractor's romittaneo address, if dWore r: [rem (A), above C. Name of County agmayldepactment U, llelivery /sorvicr address id, contwuctngrnber P. sarvica Rain (3, 1)Oacription OfSm -VIC" H, Total 1. Taxpayer 117 number Invoices and support documentation am to be Rewarded an OC Publto Works Procurement servivas Ann: - AOMOMA Payable 900 N. lsiowa a, sub Pt, Santa Ana, CA 92703 Coobnamr has the option of receiving payment dbemly to their bank account via m lIloolronia Farad Transfer(6PT) process In lieu of a check payment Paymenst madovla UT wilt otso reOeivo Hla4bmdo Remitmuca Advice with the payment details viaomaiL An mail address wilt need to be providod to the County via an En AusmrlsscUon Poem To request a form, please contact the im. PORO19 Page 20#f2O 26 25C -30 EXHIBIT a -CONNECTOR PIPE s RE EN � a| ) g JF, / i /E - -- � - -� ;,mow . , r ƒ ! \ \� � •»�� � �� � B « wt ! ! 3 25C-31 / � < 25C-32 , ! < !� # y � ! \�! � W. � | |!( , ! < !� # y � ! \�! � W. } �)& W) / K \2 % -!�E %z /�$! �� \ \ / ) � m \ � ) _\ —) ~ I-- ! ,f) s » R } s ; ; r ! ,f) s » R } \(, \ \z a 25C-33 \}; ° +$ \\ J� s ; ; r a 25C-33 \}; ° +$ \\ J� 30 13 0 M B \- - - ® xL.§ : _J X (COO 2 00 0 rL z LL z £ _ � ` \ gig IV 9M 25C-34 13 0 M B \- - - ® xL.§ : _J X (COO 2 00 0 rL z LL z £ _ � ` \ gig IV 9M 25C-34 25C-35 \ � - _ . : )� Iva \ )§ I {� �\ j / a ,- \�J r4� Fm Hlo 31 \ � - _ . : )� Iva \ )§ I {� �\ j / a ,- \�J r4� Fm Hlo 31 EXHIBIT BI — PROJECT MAP 32 25C -36 City of Santa Ana t - • • t.. bN4W�'< �t +K r" , •9 •yi • er wl 1 �: • , i s •, t .. ,•.. V T. L�»y .' • � i� x a •...= Z .4 S �� -- •M l • M� fl •` WINNE== Miles NW Count= 146 Municipal Catch Basins on NE Count= 163 Minor Streets SE Count =182 SW Count= 394 • Proposed catch basin with CPS 32 25C -36 EXHIBIT C - PRICING count, gf0 tinge, OCPublic Works MA- 888.18011198 t/nifedscorM Iasnc rue. ATPACRAS&R 0 COMfRAGTOR'9 PRIC9R0 1. Compars8ATiow This is a wage Connect between the County and Contractor for Trash and Debris Capture Devices, as act forth in Attachment A, "Seopc of work The Contractor agrees to accept the specified compensation as set forth in two Cmnmct as full remuneration for performing all services and furnishing all staffing, labor, imurance requirements and taxes required, for any reasonably unforeseen difficulties which may Orion or be encountered in the execution of the services until acceptance, for risks connected with the services, and for porfomrance by the Contractor of all its duties and obligations hereunder. The Contactor shall only be compensated as set forth herein belay for work performed in accordance with the Scope or Work, The County $hall have no obligation to pay any sum in excess of the axed prices specified herein unless authorized by amendment In accordance with Articles "15" and "30" of the County Contract Term and Conditions. 11. PRiC1MG: Payment shall be made in accordance with the provisions of this Contract. Payment shall be as follows: ,_ nuumtvasoa !_ . 'rBlaxl maaara MYir ,. 'm�YarMt� boveaTBE W M anl®W naaeanar samaras mrsana ``L Opttanl.• ARS yang -Galo ARS 1 241 0" 3" -14' $2 4.64 14330 4 62.08 50.00 $462.06 Nang. to ARS T -14" 49.42 13.88 184.50 798 0.00 847.80 ARS 1 tad' -i8' 3' -14' $57.88 61163.60 528790. 9499.38 0.00 1480,38 N71n9.0a19 ARS 1 181.1" -21' 31•14" - ._5&7.12,. $1442.0 Y1220 - 1&97.32 $000 $lM7,32 W* Is ARS 1 21.4.28' 3" -14' V2205 $1,M.40 $432.20 2344:68 $O.OD 2. .65 Wing -Gote ARS 1 28.1'-36' 3' -14' $162.13 $201830 42b1 823;54 $0.00 52623.54 Opflon2: CPS Only GonreWm Pipe Scr4en 4 28" 98' 17.44 145,_76 5205.12 8.31 $1500 .31 Connectorpips Screen 1 28.1' -42' 18.1 ° -38' 517.44 145.75 205.12 $386.31 116.00 $383.31 Connaft Pipe Screen 1 42.1" -60' 36.4.52' $17.44 $145.75 $205.12 4368.31 15.00 -' _$963.91 Opllon3: ARS &CPS .. �- -- -" ARS &CPS _ 1 _ 24' -8g" .... �6,g8 .° _.1370.p_ 34802 705,37 $15.00 80037 Afi58CPS 1 61_ -1F 588.60 $769.&4 $422.62 $15.00 515.00 1440.81 $1138.89 ARS&CPS 1 10.1'-16' .v. „___ 16.32 1 89.35 $493.02 _$1426.99 1821:69 ARSBCPS i 16'.1 " -21' _ _., $100.86 51587.75 5697.32 23&7.83 15.00 408.63 ARS 1 27.1'•26' 5138,49 1 38.16 $517.32 894.96 $16.00 2709.96 CCPS AR68 CPS 1 28.1'- 5178.87 2164.55 6500.12 $2,934.28 15,011$2,589.24_ P08019 Page 8of20 33 25C -37 County ofOrnngd, OCPUblk Works MA- 080. 13011198 t/nuedsror. Wore, Ina OPtbn 4: FlNarinsed On _ Dralaft, Curb Inlet 1 24'•42 IT 1 $17M 1297.48 _97.16 ,5400 & $15.00 $424.63 Dmlapae, Curb ' Wet t 43' -60' IT _ 17.90 339.73 4.16 51,78 15.00 88.78 Dralnliac, Curb Inlet 1 611-10' 12" 1750 5737.04 $183.17 - $936.01 516.00 $954.0f DminPaa, Curb Hot t 10.1' -18' t2' $17.91 $946.20 28914 $125334 $15.00 $1289.14 Dmhpao,Curb (Not 1 18.1' -21' 12' $17.90 51012.70 5369.04 $ t 41).6M1 $15.00 04 DraNPeo, Curb � .. Inlet 1 2f.1' -28' 12' $17.90 $11108.12 1492,14 1806,16 16.00 5182i.18 DrelnPea,Cwh Inlet 1 20.1' -36' tY 17.90 1821.12 $686.86 $2.426.88 15.00 2440.86 DrahPac, Drop Inlet 1 12'x12' - IT -- 984.12 92.75 1Z 15.00 5289.77 DMIRPao, Drop INet 1 18'x18' 12" $17,90 $214.12 $92.76 $324.77 1 x,18.00 5339.77 DmInNo, Drop Wet t 24'x24' 12' 511.90 74.90 19 2.75 3384.76 $15.00 90.75 DrafnPag Drop Inlet 1 28,x36' 12' 11.90 M44 $92.76 61.09 16.00 5486.09 DreloPec, Drop Inlet .A 48'x48' 12' $17.00 $637.90 $92.75 164714 15,00 $882164 Pabl aadu CU6 -Anump tlonu: . Ralw 81bA'n A6We Wrvaaro wapd. •n9o-atlPlR'fl lnrxldaWHNra�Ortll& Wta. eM48Nta�afllRP4 0d18r,HP061NLY ®,M. rdxm9ii.YMt'f,1'Ire6Nm MMIWMi Rain F.. dood Wekde Us, rea tWwo Rm with aaedeak9sd dirpesal * b keea41e1r1. . hksah mrct4Wv *ft dltlaeeamew" Isom We,. Rena fic>tn do rot Wattle IM .1 kr.Ww4q ARE 6uWtlbe. " TaNIEadmaNd CUM: • 11n'EdreW 0viol d& Ftideimra Cnr,fi m is badauaw Mr and dWkW a a evrdae% wdWM rune dwAV or IM Nwffitd M•s. .Th, -DW&t aW Co0 6 mbtot ru. a Uly wed d.&I,M.Wad WNrad dwka enlMu sa lAhreled creek. B Abtremu W. M. FP10E WREASES/DECREASEBI No price increases will be permitted during the first period of the Contract, All price decreases will automatically be extended to the County. The County requires bona fide proof of cost increases on Contracts prior to any price adjustment. A minimum of Ono - hundred eighty (180) days advance notice in writing is required to secure such Adjustment. No retroactive price adjustments will be eonsidercd. The County may enforce, adjust, negotiate, or cancel escalating price Contracts or take any other action it deans Appropriate, As it seta fit. The net dollar amount of profit will remain firm during the period of the Contract. Adjustments increasing the Contractor's profit will not be allowed. M FIRM DISCOUNT AND PRICING STRUCTURE: Contractor guarantees that prices quoted are equal to or teas than prices quoted to any oiler local, State or Federal government entity for somicas or equal or lesser scope. Contractor agrees that no price Increases shall be passed along to de County during the term of this Contract not mhorwise specified and provided for within this Contract, V. CONTRACTOR'S EXPENSE: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Conlin ct P08019 page 190 20 34 25C -38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: AGREEMENT WITH CALIFORNIA PROFESSIONAL ENGINEERING FOR LED STREETLIGHT IMPROVEMENTS (STRATEGIC PLAN NO. 6, 1C) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 ®t Reading ❑ Ordinance on 2M 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 California Professional Engineering, Inc., expiring on June 30, 2016, to rewire existing high - voltage streetlights and install LED post top fixtures in an amount not to exceed $498,020, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The recommended action will allow the City to continue and complete the work awarded in 2014 to California Professional Engineering, Inc., (CPE) for rewiring the last remaining high - voltage streetlight circuit in the City located in the North Park and North Residential circuits. The rewiring will modernize the system and upgrade the streetlights to energy efficient light- emitting diode (LED) lamps in existing historic streetlight posts. On June 17, 2014, the City Council awarded this same contract to California Professional Engineering, Inc., the lowest bidder, in the amount of $512,450 (Exhibit 1). The City Council also approved two other related actions. One was an agreement to purchase streetlight lamps from Powerlux in the amount of $78,506, and the other was an agreement with Southern California Edison (SCE) for financing of up to $202,349 toward project construction (Exhibit 2). All three agreements were intended to run concurrently and be completed by March 31, 2015. This streetlight improvement project has two distinct phases. In the first phase, SCE is required to approve project plans after they are designed by CPE, and they must also energize the cabinets following installation of the new service points. The second phase is the actual rewiring of the circuits and installation of the streetlight lamps. Because SCE approvals took nearly 9 months, the contractor could only complete the service cabinet installations. SCE has since energized the cabinets; however, the contract expired before CPE could perform the re- wiring and streetlight lamp installation. 2513-1 Agreement with California Professional Engineering for LED Streetlight Improvements May 19, 2015 Page 2 Moving ahead with the second phase of project at this time is critical. The only remaining manufacturer of the incandescent lamps used in these historic streetlights has stopped production and there are already a few burnt -out lamps in the area. The City no longer has inventory in stock and there are no replacement lamps available anywhere. Adding to this problem is the very nature of high - voltage systems of this age. Installed in the early 1920s, these circuits are obsolete, making frequent lamp burn -outs a common occurrence. The high - voltage system is also susceptible to surges which could burn out all lights in a circuit. If such a surge were to occur, without replacement lamps, the City would be unable to restore streetlight service to the entire area. The contractor had already completed the first phase of the project and began conduit installation when the original contract expired. Proceeding with a new contract will allow for the immediate resumption of this project, ensuring continuous nighttime streetlights in this area of the City. Staff recommends awarding a replacement agreement to CPE in the amount of $478,020 for the balance of the work, with an expiration date of June 30, 2016, sufficient to guarantee completion of the project and allow for a maintenance and warranty period before contract termination. (See Exhibit 3.) Modernizing high - voltage circuits is complex and costly. Funding for the entire project is the same as originally approved by City Council. Preliminary SCE funding approval includes $183,919 in On -Bill Financing (OBF) and $18,430 in energy efficiency cash incentives; $408,607 is budgeted in the City's General Fund Street Lighting account, for an estimated total project cost of $610,956 (see Exhibit 4). The total project value delivered to date is $112,396. Using energy- efficient LED streetlights as planned will reduce the City's estimated annual energy consumption by over 67,000 kWh. At the end of the OBF payback period, this project is estimated to reduce General Fund energy costs by approximately $10,590 annually. 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 A Categorical Exemption (ER- 2014 -26) has been filed for this project. 2501-2 Agreement with California Professional Engineering for LED Streetlight Improvements May 19, 2015 Page 3 FISCAL IMPACT As approved by Council action on June 17, 2014, loan proceeds received through the SCE On -Bill Financing Program will be deposited into the SCE Energy Efficient Street Lighting revenue account (16217002 - 57384) and appropriated into the SCE Energy Efficient Street Lighting expenditure account (16217630- 62300). Loan repayments are available in Account 01117630 - 62000. Funds for the balance of the project are available in Account 01117630-66220 ($408,607 Approved FY 13 -14). 1 is: Executive Director Public Works Agency FM:KW APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement with California Professional Engineering 2. RFCA Agreement with CPE /Powerlux/SCE 06/17/14 3. Agreement with California Professional Engineering 4. Cost /Funding Analysis 25D -3 06/17/14 05/19/15 Exhibit 1 Agreement with California Professional Engineering 06/17/14 25D -4 INSURANCE ON ME WORK MAY PROCEED t NTIL INSURANCE PI Er' s CLERK CCOUNCIL. k DATE—] '�() ._+1� AGREEMENT FOR PROVISION OF ELECTRICAL CONTRACTING SERVICES A- 2094-936 THIS AGREEMENT, made and entered into this 17'" day of June, 2014, by California Professional Engineering, Inc., a California corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "), RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of street tight repair and installation. B, Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field, NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall rewire the existing street light system and install new City supplied fixtures on the existing street light poles on North Park Circuit (hereinafter "Project "), as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. COMPENSATION I . The Contractor agrees to accept as total payment for its services, a fixed price of $512,450, The City has allocated an additional $20,000 contingency amount, to be expended only at the written direction of the Executive Director of Public Works or his designee for additional services required due to unforeseen circumstances. The total Burn to be expended under this Agreement shall not exceed $532,450 during the terns of this Agreement. b. Payment to Contractor for the City paid portion of the contract shall be made after completion and City acceptance of the Project. Contactor shall submit a detailed report of work performed and materials used in the Project. Within sixty (60) days after receipt of such report, City shall pay Contractor, subject to City accounting procodmes. 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 March 31, 2015. However, contractor shall perform all work items required by this Agreement within a period of ten (10) weeks from Agreement commencement unless terminated earlier in accordance with Section 13, 4. OWNERSHIP OF REPORTS AND DOCUMENTS Exhibit 1 RFCA 05/19115 LED streetlights 25D -5 The originals of all maps, drawings, plans, graphs, letters, documents, reports and other products and data produced under this Agreement shall be delivexed to, and become the property of City. Copies may be made for Contractor's records but shall not be flunished to others without written authorization' from City. Such doliverables shall be deemed works made for hire and all rights in copyright therein shall be retained by City. 5, INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship or ajoint venture relationship; however, the services to be provided by,Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below; a. Commercial General Liability Insurance, Contractor shall maintain cotmnercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. 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 One Million Dollars ($1,000,000.00) per occurrence. Such insmanoe shall include coverage for owned, hired and non -owned automobiles. c. Workers Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for Workers Compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000.00) per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per claim. section; e. The following requirements apply to the insurance to be provided by Contractor pursuant to this (i) Contractor shall maintain all insurance required above in felt 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. 25D -6 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f, If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement, Such termination shall not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination, Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 7. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability; 1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this section or by reason of the terms of, or effects, arising from this Agreement, The Contractor further agrees to indonmify, hold harmless, and pay all cost 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, effects arising from this Agreement. City may make all reasonable decisions with respect to its representative in any legal proceeding, 8. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall include, all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The 'foregoing obligations of nonuse and nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially; 4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTERS, ST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance if 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 doemed to be properly given if delivered in person or mailed by first class or certified mail, postage 25D -7 prepaid, or sent by facsimile or other telegraphic communication in the mamrer provided in this section, to the following persons: To City: Cleric of the City Council City of Santa Ana P.O. Box 1988 M -30 Santa Ana, CA 92702 -1988 Fax: 714- 647 -6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P,O. Box 1988 M -21 Santa Ana, CA 92702 Fax: 714- 647 -5069 and: City Attorney City of Santa Ana P,O, Box 1988 M -29 Santa Ana, CA 92702 Fax: 714- 647 -6515 To Contractor: California Professional Engineering 929 Otterbein Avenue, Unit E La Puente, CA 91748 Fax: 626-810-1322 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the tone set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without 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 25D -8 services which are the subject to this Agreement performed by the City personnel or by other Contractor retained by City, 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive, and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b, Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations, 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, sbal.l 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 Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exonrptions, Said inability shall be cause for termination of this Agreement. 17, RESPONSIBILITY FOR DAMAGES The Contractor shall, be responsible for all damages to persons and /or property that occur as a result of the fault or negligence of said Contractor or its subcontractors, agents, employees, or other persons acting on their behalf in connection with the performance of this Agreement. I& FAILURE TO PERFORM SATISFACTORILY R, Contractor aek nowledges and agrees that if the Contractor fails to perform the work as specified herein, the Director, 1) will pay only for the amount of service received as determined by the Director with an appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge the cost thereof to the Contractor. 25D -9 Such adjustments will be the estimated cost for performance by City forces plus City overhead and will include overtime pay as required to complete work. b. If Contractor performs the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals five percent (5 %) of the total contract price, the City shall notify the Contractor of such noncompliance. If the Contractor continues to perform the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals ten percent (10 %) of the total contract price, this Agreement may be terminated at the City's option. In the event of termination for unsatisfactory performance, the original Contractor shall reimburse the City for damage accrued due to changing contractors. 19. SAFETY REQUIREMENTS All work performed under this contract shall be performed in such a manner as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL -OSHA. The Director reserves the right to issue restraint or oease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. 20. HAZARDOUS CONDITIONS The Contractor shall maintain all work sites free of hazards to persons and /or property resulting from its operations. Any hazardous condition noted by the Contractor, which is not a result of its operations, shall be inumediately reported to the Public Works Agency. 21, ACCESS TO PRIVATE PROPERTY Prior to the commencement of any work that will restrict access to private property the Contractor shall notify each affected property owner or responsible person, informing him or her of the nature of and the approximate duration of the restriction. 22, PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS The Contractor shall be responsible for the protection of all improvements adjacent to the work, such as sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, wall, sidewalks, street paving, etc., located on either public or private property. If any improvements are damaged they shall be replaced in kind at the Contractor's expense. 23. TRAFFIC CONTROL The Contractor shall conduct all work in a manner that will insure continuous traffic flow on the street at all times. In situations where it is necessary to restrict traffic flow pet WATCH, the Contractor will contact the Director for approval. 24. MISCELLANEOUS TRAFFIC DEVICES Contractor shall provide all traffic control and miscellaneous traffic devices which may be required for routine and/or extraordinary maintenance pursuant to this Agreement. 25D -10 Signs used for handling traffic during the course of this contract shall be in accordance with the WATCH published by Building News, Inc., and made a part of these special provisions, The method in which signs, barriers and other miscellaneous traffic devices are used during construction and /or repair shall be in accordance with the publication mentioned. A copy of said publication is on file in the Santa Ana Public Works Agency — Administration Division. All signs shall be illuminated or reflectorized when they are used during hours of darkness, All cones, pylons, barricades, or posts used in the diversion of traffic shall be provided with flashers, or other satisfactory illumination if in place during hours of darlmess. 25. WORT{ BY CITY FORCES BECAUSE OF NONCONFORMANCE TO CONTRACT Should the Contractor fail to correct deficiencies or public nuisances that have been created because of its operation, then such deficiency or public nuisance will be considered to be of an emergency nature and cause the City to malte corrective work. Such work will be done on a force account basis with an additional callout charge of Two Hundred Dollars ($200.00) for each callout. 26. APPRENTICESHIP STANDARDS Where required under law, Contractor shall assurne full responsibility for compliance with apprenticeship standards as established by Section 1777,5 of the California State Labor Code. 27. SUBCONTRACTORS The Contractor shall not, without the written consent of the City; a, Substitute any person or firm as subcontractor in place of the subcontractor designated in the original proposal. b. Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. c. Subcontract any portion of the work after bid is submitted if the cost thereof exceeds one -half (1/2) of one (1) percent of the total proposal and a subcontractor was not designated for the work in the original proposal. 28. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this agreement. // 25D -11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: --)9/1 44,ZA MARIA D. II[JI7AR Clerk of the Council APPROVED AS TO FORM: Sonia R, Carvalho City Attorney ry os e, z Straka ssistant City Attorney RECOMMENDED ROVAL: Edwin "William" `at , P.E. Interim Executive Director, Public Works Agency 25D -12 CITY OF SANTA ANA David Ca azos City Manager Tonal Corporate Secrotary Tax ID# EXHIBIT A SCOPE OF WORK PART I — SCOPE. OF WORK The North Park Circuit is designated on the attached map. The North Park Circuit has approximately 22,000 LF of wire and 101 poles, Approximately 18 of the poles are double kings with 2 fixtures each The North Residential Circuit is designated on the attached map. The North Residential Circuit has approximately 30,000 LF of wire and 112 poles, The conduit locations shown on the maps are approximate. It is the Proposer's responsibility to ascertain the quantities of fixtures, wire, pullboxes etc, All proposed locations shall be shown on the final plans designed by the Proposer and approved by the Agency. The Contractor shall provide at its own risk and cost all labor, materials, tools, equipment, and traffic control per the Work Area Traffic Control Handbook ( "WATCH "). This Request for Proposal calls for the removal and replacement of the existing street light cable in the Floral Park Neighborhood which is bordered by Broadway and Flower Street, between 17th Street and the Santiago Creek. This project will require replacing all the cable in the entire system with three new #8 THW wires. The existing poles are required to be rewired with new 912 THW wire, the existing fixtures removed and salvaged, replaced with new PowerLux fixtures and globes. The new fixtures may need minor modifications to fit existing pole configurations. Costs for modification shall be included in the lump sum proposal amount. New service pedestals will be furnished and installed by the Proposer. Proposer shall determine the number of new service points necessary to adequately provide power for the system, using the minimum number of service points possible and shall coordinate with SCE to determine the new service points. All SCE engineering costs will be paid by the City. The SCE planner for this project is Isaac Dominguez 714- 285 -4339 Proposer will locate and intercept existing conduit adjacent to service pedestal and install conduits and pull box adjacent to pedestal. All costs for conduit work, including hardscape replacement, to connect to service pedestal shall be included in lump sum costs. New wire shall be placed into and connected properly in service pedestal. All work, equipment, labor and materials necessary to provide complete functioning system shall be included in the Proposal pricing. Existing globes shall be cleaned, salvaged and delivered to the City yard. The existing streetlight systems were installed in the early 1920's. The exact condition and location of the underground conduit is unknown although the existing cable was installed 5 years ago. The City expects the existing cable to be used to pull in the new wire. Pre - lubrication of the conduits may be necessary. The City does not anticipate that much of the existing conduit will need to be repaired. Similar projects in the area have encountered less than 15% of condult needing repair. Proposer shall include 15% conduit repair in the proposal. Costs for conduit repair including materials and labor will 25D -13 be Included In the lump sum costs proposed. The Proposer may need to excavate to access and disconnect the existing conduit sweeps at the pole foundations to properly pull the new wire. All costs for excavation, including hardscape replacement and conduit disconnect/reconnect shall be included in the lump sum price. Scope of work includes the following: Install new service pedestals per specifications. Remove existing cable from conduit. Intercept existing conduit and install new conduit and pull boxes to connect to new service points, Re -wire system using existing conduit. Replace any deteriorated conduit only if it is impossible to pull the new wire through. Remove and salvage existing fixtures. Rewire poles and install new fuses and fixtures, etc. per City Standard #1126 -F. Material List: Fixtures: Powerlux PLEDMR /DV/B/9/4000/7401120- 277/SA Wire; THW red, black, green Conduit: 2" Schedule 80 PVC Fuses: 240V 10A with holder per City Standard #1126 -F two (2) per pole Service Pedestals: Milbank MILCP3B1 11 15A22SP33 120/240V w/ GFI duplex receptacles; base MILCP16PDMNTCALT PART II SPECIAL PROVISIONS I. EXCAVATING AND BACKFILLING Excavating and backfilling shall conform to Section 86.2.01, "Excavating and Backfilling" of the California State Specifications (CSS) and these Special Provisions. The following paragraph shall be added to Section 86 -2,01: All excavated material in roadway shall be removed from the site and backfilled with compacted crushed aggregate base material topped with temporary asphalt concrete on the same working day as removed. A temporary alternative to backfllling; with permission of the Agency, shall be the placement of steel plates with temporary asphalt concrete ramping at edges of the steel plates. Such plating shall not be allowed for more than five (5) working days, after which backfill shall be required. 25D -14 Slurry baokfill: Use of a half-sack cement and sand slurry provided by a commercial ready -mix concrete vendor may be permitted except in parkway areas, The slurry shall be placed monolithic from the bottom of the excavation to the bottom of the existing structural section or sidewalk; or as directed by the Agency. II, CONDUIT Roadway lighting conduit shall conform to the provisions In Section 86 2.05, "Conduit ", of CSS and these Special Provisions. Roadway lighting conduit shall be schedule 80 PVC unless shown otherwise on the plans. Insulated bonding bushings will be required, All conduits, excluding SCE service conduits, shall be installed at the depth not less than 36" below finished grade In pavement areas 24" In sidewalk and parkway areas. Only when conduits are to be installed between adjacent pull boxes, from street light pole to pull box or pull box to cabinet where the in- between distance is too short to meet the 42" depth and the 45- degree sweep requirements, the conduit may be installed at shallower depth but not less than 18" below finished grade. After conductors have been installed, the ends of conduits shall be sealed with industry grade sealing compound. Replace sidewalk and pavement in -kind to match existing material, color, and pattern, from score mark to score mark after pull boxes and conduit have been Installed. Payment for replacement of sidewalk, pavement, hardscape and landscaping shall be included in lump sum price. All costs for potholing, trenching, boring etc. shall be included in lump sum price. PULL BOXES Pull boxes shall conform to the provisions In Section 86 2.06, "Pull Boxes" of CSS, CSP ES -8 and these Special Provisions. Notes 4(a) (5) and 4(b) (10) on CSP ES -8 shall not apply, Pull box size shall be Number 5 except where shown otherwise on the plan or as directed by the Agency. Bottoms shall be bedded in crushed rock. Pull boxes shall not be grouted. Pull boxes shall be polymer concrete reinforced with heavy -weave fiberglass. Pull box covers shall be lightweight (BES lite non - concrete, or approved equal). Pull box lids shall be stamped "LIGHTING'. 24" of wiring shall looped in every pull box. New pull boxes shall not be installed within any curb access ramp, IV. CONDUCTORS Conductors shall conform to the provisions in Section 86 2.08, "Conductors" of CSS and these Special Provisions, Wire shall be THW. V. WIRING Wiring shall conform to Section 86 2.09, "Wiring ", of CSS and these Special Provisions. No. 8 AWG or larger conductors shall be spliced by the use of "C' shaped compression connectors and properly insulated. No splices will be allowed in conduit or in poles above handhole. 2501-15 Compression -type terminals (spade or eyelet) shall not be permitted for termination on solid conductors. ST 61b FLOWER @T 19l .. .L....... "- -,lax 11 A _ sav wxe PUI AI'19 " W'19 a1i{1 M�fl .,..._._ .'..—. ..._.. soar � �e _— IM k41M1 ]dill 14T? — p Rrli BROADWAY 25D -16 Exhibit 2 RFCA Agreement with CPE /Powerlux /SCE 06/17/14 25D -17 25D -18 REQUEST FOR COUNCIL ACTIONa CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JUNE 17, 2014 TITLE APPROVED AGREEMENTS WITH POWERLUX CORPORATION, CALIFORNIA PROFESSIONAL ENGINEERING, AND SOUTHERN CALIFORNIA EDISON FOR LED STREETLIGHT IMPROVEMENTS � :4 4=z MANAGER RECOMMENDED ACTION ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney: a) Amend the Agreement with Powerlux Corporation to provide an additional 231 LED Post Top streetlights for an amount not to exceed $78,506. b) Execute an agreement with California Professional Engineering, Inc., to rewire existing high - voltage streetlight system and install LED post top fixtures for an amount not to exceed $512,450. c) Execute an agreement with Southern California Edison to provide funding through on -bill financing for the LED streetlights. 2. Approve an appropriation adjustment recognizing up to $230,000 in funding from .Southern California Edison into the SCE Energy Efficient Street Lighting revenue account, and appropriating the same amount to SCE Energy Efficient Street Lighting expenditure account for the installation of LED streetlights. To advance the City's energy efficiency goals, a program was implemented to replace all City - owned streetlights with energy - saving light - emitting diode (LED) lamps. In August 2011, City Council approved a pilot program that installed 253 LED streetlights on Main Street and Edinger Avenue. In January 2012, City Council awarded a follow -up project that replaced 1,123 lamps at signalized intersections citywide. Funding for these projects was supplemented through the Southern California Edison (SCE) On -Bill Financing (OBF) Program. This program provides zero - percent- interest financing for eligible energy- reduction projects, and arranges for repayment using energy bill savings. Ernm l' 20B -1 il5 /16 }'U; Pt, A LI-D srn,4t1!gnts 2501-19 Agreements with Powerlux Corporation, for LED Streetlight Improvements June 17, 2014 Page 2 There are areas in the City's street lighting network, however, where upgrading to energy - efficient standards requires additional work. Installed in the early 1920s, these high - voltage circuits and low amperage systems are obsolete and have been a constant source of maintenance problems. Additionally, the unique incandescent lamps used in the historic post top streetlights (Exhibit 1) are not energy efficient and have a very short life, requiring annual replacement. In 2010, Philips Corporation - -the only remaining manufacturer of these incandescent lamps- - stopped production, leaving the City with a depleted inventory of replacement lamps and no supplier. In 2011, staff began using conversion kits that reduced the high voltage to conventional levels at each streetlight. However, that manufacturer went out of business, forcing the City to accelerate upgrading the streetlight system. In 2013, staff identified a twofold project to replace the historic streetlights and rewire the high - voltage system. First, a Request for Proposals (RFP) was issued in March 2013 seeking qualified vendors to provide the specialty post top LED lamps. Through the contract awarded to Powerlux Corporation, the City is able to purchase the lamps directly from the manufacturer at a 30 percent savings. The contract also provides the option to purchase additional streetlights at the reduced rate as funding becomes available for future projects. For the second part of the project, in June 2013, City Council authorized the Public Works Agency to prepare an RFP for the design and construction of streetlight upgrades at various locations, including the North Park and North Residential high - voltage circuits. These are the last of the high - voltage systems in the city. The scope of work includes rewiring to a modern 240 -volt system, installing LED lamps in the historic streetlight posts, and establishing new SCE service connection points. The RFP was posted on the City's website on April 24, 2014, with the following results: Proposals received Proposals received from Santa Ana vendors* * LED streetlights are a specialized industry. There are no qualified firms in Santa Ana producing or installing LED streetlights. The proposal evaluations were based on four factors: the proposer's experience, ability to perform, past performance on similar projects, and the proposal base price. The final ranking is as follows: Proposer Proposal Amount Rank California Professional Engineering, Inc. $512,450 1 Aegis ITS $540,770 2 2501-20 Agreements with Powerlux Corporation, for LED Streetlight Improvements June 17, 2014 Page 3 Staff recommends awarding the contract to design and construct the street lighting upgrades to California Professional Engineering, Inc., the lowest bidder, in an amount not to exceed $512,450. Staff is also recommending purchasing the 231 post top LED streetlights needed for this project directly from Powerlux Corporation, at a 30 percent savings, through an amendment to the existing agreement in the amount of $78,506. The estimated total project cost is $610,956, which includes a $20,000 contingency (Exhibit 2). Modernizing these high - voltage circuits is a complex and costly undertaking. To supplement and leverage City funds, staff has applied for the OBF financing successfully used in previous LED replacement projects. Because of its energy efficiency components, this project is eligible and has received preliminary SCE approval for funding totaling $202,349: $183,919 in OBF financing; and $18,430 in energy efficiency cash incentives, a benefit of the City's participation in the SCE Energy Leader Partnership. Due to the high cost of rewiring the North Park circuit, a ten -year payback period is projected for the OBF- financed portion of the project cost. All SCE funding amounts are preliminary estimates. Final SCE funding will be based on actual energy savings measured after the project is completed. In anticipation of greater energy savings than expected, staff is recommending recognizing up to $230,000 in SCE funding. Funding for the remaining $408,607 is budgeted in the General Fund Street Lighting account (Exhibit 2). Replacement of the incandescent lamps with energy - efficient LED streetlights will reduce the City's estimated annual energy consumption by over 67,000 kWh. At the end of the OBF payback period, this project is estimated to reduce General Fund energy costs by approximately $10,590 annually. ENVIRONMENTAL IMPACT A Categorical Exemption (ER- 2014 -26) has been filed for this project, FISCAL IMPACT Loan proceeds received through the SCE On -Bill Financing Program will be deposited into the SCE Energy Efficient Street Lighting revenue account (16217002 - 57384) and appropriated into the SCE Energy Efficient Street Lighting expenditure account (16217630- 62300). Funds for the balance of the project are available in Account 01117630- 66220. Loan repayments are available in Account 01117630- 62000. � a_d2 Edwin "William" 'G vez, P.E. Interim Executive Director Public Works Agency EWG /KW APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency - 2501-21 Agreements with Powerlux Corporation, for LED Streetlight Improvements June 17, 2014 Page 4 Exhibits: 1. Photo — Typical Post Top Streetlight 2. Cost/Funding Analysis 3. Agreement Amendment with Powerlux Corporation 3A. First Amendment with Powerlux Corporation, A -2014 -057 3B. Powerlux Corporation, A -2013 -137 4, Agreement with California Professional Engineering, Inc. 5. Sample On -Bill Financing Agreement with Southern California Edison 1 25D -22 ��t'. 1' 25D -24 COST /FUNDING ANALYSIS PROJECT COSTS California Professional Engineering, Inc. Contract Base Price $ 512,450 LED Lighting provided by the City 78,506 Contingency 20,000 TOTAL ESTIMATED PROJECT COST $ 610,956 PROJECT FUNDING CITY FUNDS (General Fund) 408,607 SOUTHERN CALIFORNIA EDISON OBF Financing $ 183,919 Partnership Incentive 18,430 Subtotal SCE Estimated Funding $ 202,349 " TOTAL PROJECT FUNDING $ 610,956 Final SCE funding is based on actual energy savings measured after project is completed. Council Action provides for up to $230,000. 25D -25 25D -26 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT is entered into on June t7,2014 by and between Powerlux, a California corporation ( "Contractor ") and the City of Santa Ana, a charter city and municipal corporation organized and existing Lmder the Constitution and laws of the State of California ( "City"). RECITALS: A. The parties entered into Agreement A- 2013 -137, dated September 3, 2013, (hereinafter "said Agreement ") by which Contractor has provided energy efficient LED streetlight luminaries. B. By Amendment dated February 18, 2014, the City and the parties extended the term of said Agreement, C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services to include additional streetlights that will be replaced with LED streetlight luminaries and to increase compensation to pay for the additional luminaries provided. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section I, SCOPE OF SERVICES, shall be amended to increase the nunber of streetlights purchased by a total of 231. The section shall read in full as follows: "Vendor shall furnish and deliver to the Santa Ana City Yard; 215 S. Center St., Santa Ana, California, 645 new LED post top retrofit streetlights which conform to the specifications set forth in Vendor's Proposal dated May 6, 2013, attached to said Agreement as Exhibit A. After City installation of said streetlights, Vendor shall test for photometric conformance and power consumption. In addition., Vendor shall provide a five (5) year warranty for any and all materials, supplies, labor and equipment provided pursuant to this Agreement. If additional funding is secured, City retains the option to purchase additional streetlights at the unit price set forth in Vendor's Proposal." 2. Section ILA., COMPENSATION, shall be deleted in its entirety and replaced with the following: "The City agrees to pay, and Vendor agrees to accept as total payment for said streetlights, the unit cost, as set forth in Exhibit A, for the number and type of streetlight delivered and successfully tested. The total sum to be expended under this Agreement shall not exceed $225,506 during the term of this Agreement." 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. Exhibit 3 25D -27 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: MARIA D, I-IUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVAT I-I0 City Attorney By, I ph Sri* ca ssistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P,E. Interim Executive Director - P WA CITY OF SANTA ANA DAVID CAVAZOS City Manager POWERLUX KENNETH LAU President ' H 25D -28 Proposal for City of'Santa Ana .Request for Proposals for LED Post -Top Retrofit Streetlights Project #I3 -009 Submitted by: PowerLux`r Corporation Kenneth Lou, I.,C Factory Address: 1260 Liberty Ray, Suite E Vista, CA 92081 Mailing Address: 2588 -F El Camino Real, Suite 333 Carlsbad, CA 92010 Phone: (760) 727 -2360 Fax: (760) 434 -4766 Project Manager: Kenneth Lau, President Cell Phone: (760) 458 -8930 Email,: k1powerlux Cagmail,com I ant legally authorized to bind this proposal. I acknowl'ed'ge receipt of all addendums. Included in this RFP is cashier's check 40230011720 for $7,700.00 for deposit bond. Kenn hi Lau 5577 Date Exhibit A 20B -11 25D -29 Vows )LuxOCm-porafRots The Drightest Way to Save! T" 1260 Liberty Way, ,Sake C Vista, CA 92081 (760)727.2360 May 6,20 13 City of Santa Ana Kurt Wiemann, Public Wales Agency 3rd Floor, Ross Annex 20 Civic Center Plaza Santa Ana, CA 92702 Subject: PCcject #13.0096 Request for Proposals for LED Post -Top Retrofit Streetlights Dear Mr. Wiemann: PowerLu, Corporation is pleased to submit this RFP for LED Post -Top Retrofit Streetlight foe the City of Santa Ana, PowerLuko Corporation, a California certified Small Business (SBE) is based in Vista, California. We are a mauufaeturer of sustainable and heat sensitive energy efficient lighting products since 1994. The Company is the manufacturer of the patented PowerLux°" line of electronic ballasts, adaptors and luminaires for Compaot Fluorescont Lamps ( "CFLs' ), Electrodeless induction Lamps ( "Induction ") and LEDs. PowerLux'IV uses its unique and intimate knowledge of electronics in designing luminaires with sustainabil Ity. We also specialize In custom designing and retrofitting luminaires for other customers including retrofitting historical street lamps in the City of Orange and City of Riverside. Conversions have led to high energy savings while maintaining the distinct image of each locale. PowerLux" has also completed projects for Bay Area Rapid Transit (B'AR'T'), City of Los Angeles, University of California Los Angeles, Camp Pendleton, Wait Disney World, Macy`s, Pearl Harbor, and Fashion Island Shopping Center in Newport Beach. As President of Powet'Lox", 1 will be the primary project manager for this project. t pride myself in developing sustainable and quality lighting poduch that have and will stand the test of time. We look forward to Cho Opportunity of establishing a. relationship with the City or Santa Ana, Please Peel free to contact me if you require additional information or have any questions regarding this submittal, 5ineerely, Ken LC President PowerLux "9 Corporation 20B -12 25D -30 PovverLaae Corporation The Brightest Way 10 Savel TM 1260. Liberty Way, Suite Vista, CA 92081 (760) 727 -2360 May 6, 2013 City of Santa Ana Kur(Wiemann, Public Works Agency 3rd Floor, Ross Annex 20 Civic Center Plaza Santa Ana, CA 92702 Subject: Exceptions and Deviations Project 413 -009 Dear City of Santa Ana: PowerLux pioneered thermal management for electronic lighting products for over 19 years. Our Power Rimo, which we received Department of Energy grant money, was first introduced in 1994. Power Rime is a success story of DOE's invention and innovation program. As a company policy, Philips offers across the board 5 -year warranty on all LED modules. Philips is being a conservative and financially responsible 100 year old company. They are the largest foremost leader of lighting in the world. Philips is a leader in Power LED for lighting and own majority of LED patents. Based on PowerLux thermal test results on the Fortimo HBM module and the maximum temperature in Santa Ana, our findings is the Post -Top Retrofit we are offering the City of Santa Ana could have a 2 -4 times rated life. This is based on every 10 °C reduction in operating temperature; the electronics life will be doubled. The RFP asked for color temperature of 2700 — 4000K. At this time, Philips does not have stock on the 54W/740 — 4000K module, PowerLux installed a 54W/757 -5000K module for sample purpose. if we are awarded the bid, Philips will have the correct, color temperature available for us to install in the retrofit. For your information, based on scotopic visual performance, 50001E will give you more depths of field and S/P ratio of 1.96 over 4000K S/P ratio of L61, a 22% Increase in visual performance. Our alternative bid DorarM LED Refractor can boost downward light by 60% due to unique Lid and prism controlled optics. This Lid can also limit the uplight and meet Dark Sky ordinance while perforated version can give decorative glow of the globe and see tree leaves too. DoraTM is a Made in USA product. City of San Marcos upscale San Elijo Town Center has The DoraT^I installed. Submitted samples do not include surge protectors. However, they are included in the final products. Sincerely, - Ken L7nt, LC President PowerLu%" Corporation 411--A591 1 25D -31 ALTERNATE PROPOSALL lh �a�0 ��OSNGi C �i7\1R. LINE DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENDED TOTAL PRICE 1 70W EQUIVALENT - Provide Only For Concrete Pales 140 EA ..? +� ^B 4J 0 o f V 2 150W EOWVALENT•Provlda Only Par Concrete poles 120 EA y^� � i,,�V \-\C) ��\ �� 0c) 3 15OW EQUIVALENT - Provide Only For Steel Poles 94 EA '7�11Q n� t 2)\Iq+o yV tir� ice \c � 0 t)C7 7otzl8xtentled Cast - W %Iten x. `10 1EJ1170 0. 1190 C7 r\x 1ua r ciAS C� 'cx a 3 u a s �c� V, QA-1— h�a ncS v a c\ Ow)-»`i -Q,31 LEGAL. NAME OF COMPANY •�� Pp NE AND FAX NUMBERS A v. A 0 �-N Cx- -')"'a1 C\ NAME OF AUTHORIZED AGENT OF AUTHORIZED AGENT FEDERAL ID NUMBER (IF APPLICABLE) PROPOSALS THAT DO TITLE ADDRESS CONTRACTOR LICENSE NUMBER (IF APPLICABLE) NONRESPONSIVE, RFP FOR LED COBRAHEAD STREETLIGHTS 25D -32 C00A ALTERNATE PROPOSAL Gr. LINE DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENDED -TOTAL PRICE 1 7OW EQUIVALENT�Vrovlde Only For Conoroto POW W eA , Aoo\, Do /� 'J / /a(qo bo i 1 BOW EQUIVALENT - Provide Only For Conoreto Pole3 120 rA 1 L �$T -��� I L�U6 e0!\ 9 750W EQ vide Only For810 For Stool e 84 EA C" �C'�,J.l� �,�� Tolol Extantl2d Cost- Writken `fax rd,5'i� I'1'� l�1LpI , (05 0 ^off) Ovtia. PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT t n E -MAIL FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR RFP FOR LED COBRAHEAD STREETLIGHTS reTI 25D -33 , as c( c, NUMBER (IF APPLICABLE) EXHIBIT C CITY OF SANTA ANA REC.tUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS 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 proposel specifications. Attach additional pages if required. The City reserves the right to oontaci each or the references listed for additional Information regarding yourfirm's qualifications. Reference (�' �C �����":�����. Customer Name��` ` ,¢.S Contact lndlviduac �.ocs,YNt�Aetc`lAS'e`.- Address: c 1Zj Phone Number: a\3) G11 rac' � _111tC_A�M%cemlleNumber; Contract Amount: x;500, 000 Year: Description of supplies, equipment, or services provided: �lc`zrCl6l.r_^�,��s'�,c�s^��' r�.v�c�.c•.�� ��a h �n0.�C� {; Reference Customer Name:V� 'G Addross: r�;_,t ta—Ltj�=C� (x7QC� ConiractAmount: tson -acts Descrlptlon of supplies, equipment, or services provided: Gontactlndividualz ��ana�.� Phone Number: Facsimile Number: Year: Reference Customer Namer, Address: \� \ c„ Gontactlndividual '�G>•.N.c�r.�5 Phone Number:, Contract Amount; ;� CG(r) P") Description of supplies, equipment, or services provided: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE Pl1UFU6AL, PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. sawn-P— s«!"Yro.:±LLmt - RFP FOR LED POST TOP RETROFIT STREETLIGHTS Page 118 20B -16 25D -34 EXHIBIT D CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS PROPOSER'SSTATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and Its execution, and when it or an exact copy of It has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain: otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal Is required for the entire work, that the estimated quantities set forth In the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance cerliflcates are to be incorporated by reference Into this agreement and are made specifically as part of this RFP, \ (r Firm Signed - and ,Printed Name: Title Data t =aZ� -- —. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL, PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP FOR LED POST TOP RETROFIT STREETLIGHTS Page 119 20B -17 25D -35 EXHIBIT F CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS RESPONSIBLE PROPOSER — SUPPLEMENTAL QUESTIONNAIRE ma nvfin- orkmLt t. How many years has your organization been in business in California as a sokilraetor under your present, business name and license number? \os!�N `A, — If you performed same business under a different business name with same ownership and operation management and changed name due to, but not limited to, bankruptcy, loss, or license, please complete an additional and separate questionnaire. 2. What is ycurfirm's average gross revenue for the last three years? 3. Is your firm currently the debtor in a bankruptcy case? [ ] Yes No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was Bled, tie i � Case Number Bankruptcy Court Date Filed 4, Woe your firm in bankruptcy any time during the last five years? (rhis question refers only to a bankruptcy action that was not described in answer to Question 2, above,) ❑ Yes No If "yes," Indicate the case number, bankruptcy court, and the data on which the petition was filed. 1�:AI A �A>� Case Bankruptcy Court Date Filed 5. Has any California State License Board license held by your firm or its responsible managing em loves or responsible managing officer been suspended wlthin the last five years? ❑Yes No S. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a project, under a services contract with either a public or private owner? ❑ Yes 19 No 7. Has your firm ever defaulted on a contract? ❑ Yes X No If "yes," explain on a separate page. 8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed, or otherwise prevented from bicldin on, or cemplefing, any government agency project for any reason? E] Yes No If "yes," explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action. 9. In the past five years, has any claim against your firm concerning your firm's work on a project, been _filed in court or arbitration? El Yes X No If "yes," on a separate page identify the clalm(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, If resolved, a brief description of the resolution.) RFP FOR LED POST TOP RETROFIT STREETLIGHTS Page 22 20B -18 25D -36 10. In the past five years, has your firm mad e. any claim against a project owner concerning work on projeact or payment for a contract, and flied that claim in court or arbitration? ❑ Yes No If "yes," on a separate page identify the elatm(s) by providing the project name, date of the olalm, name of the claimant, the name of the entity the claim was flied against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, If resolved, a brief description of the resolution,) 11. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond Is on your firm's behalf In connection with a project, either public or private? ❑ a Yes No 12. In the last five years, has any insurance carrier, for any farm of insurance, refused to renew the Ill policyfor your firm? ❑ Yes K No 13. Has your firm or any of its owners, officers, or partners ever been liable In a civil suit, or found gulity in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ❑ Yes No 14, Has ycurfirm or any of Its owners, officers or partners ever been convicted of a federal or state critne,Of fraud, theft, or any other act of dishonesty? ❑ Yes No If "yes," Identify on a separate page, the person or parsons convicted, the court case and number, the Mmes and the year convicted. 15. If your firm was required to pay a premium of mare than one percent fora performance and payment bond on any project(s) on which your firm worked at any time during the last three years, state the percentage that your firm was required to pay. You may provide an explanation for a percentage rate higher than one percent, If you wish to do so. �0 'I6. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond In place during a project when one was required? ❑ Yes No 17, Has Cal -OSHA cited and assessed penalties against the contractor or its associates for any "serf us," "willful" or "repeat" violations of Its safety or health regulations In the past five years? ❑ Yes X No (Nota: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Beard has not yet rulers on your appeal, you need not include Information about It.) If "yes," on a separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was Issued, owner of the project, and the amount of penalty paid, If any. State the case number and the date of any OSHAIB decision, 18. Has the Federal Occupational Safety and Health Administration cited and assessed penalties againet the contractor or its associates in the past five years? ❑ Yes 5l No (Note; If an appeal of the citation has been filed and the Appeals Board has riot yet ruled, or there is a court appeal pending, you need not include information about the citation.) If "yes," on a separate page describe the citation, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid. If any. State the case number and date of any decision, 19. During the last five years, has there been more than one occasion in which the General contractor or Its !.w„y.,� .. ._ ._ F+�!- �R�9!. %':.E_4T "•••_PY :ifLP9f8@IYQMi RFP FOR LED POST TOP RETROFIT STREETLIrhITS Pogo 123 20B -19 25D -37 associates have been penalized or required to pay back wages for failure to comply with the federal Davis -Bacon prevailing wage requirements? 0 Yes x No If "yes," on a separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which It was constructed, the number of employees who were Initially underpaid and the amount of back wages and penaltles that were assessed. �wa�nu�i,iran MWOUMMMx _ RFP FOR LEI) POST TOP RETROFIT STREETLIGHTS Pape 124 20B -20 25D -38 05/92/2618 14:15 17607279332 PCWERLUX CCRPCP,ATSCH PAGE 01/01 EXII G CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED POST TOP RETROPIT STREETLIGHTS NONCOLLUSION AFFIDAVIT NON- CQLLUSION AFFIDAVIT (Title 23 United States Code Saotlon 112 and Public Contract Code Section 7166) Ta the CITY,OF BANTA ANA In accordance with Title 23 United Sates Code Section 112 and Public Contract Coda 7166 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 oorporatlon; that the proposal Is genuine and not collusive or sham; that the proposer has not directly or Indirectly Induced or solicited any other proposerto put In a false or sham proposal, and has not directly or indirectly coliWded, 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 clamant of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone Interested In the proposed contract; that all statements contained in the proposal era hua; and, further, that the proposer has not, directly or Indlrectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged Information or data rolativo 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 s0poluaia a collusive or sham proposal, Note: The above noncollusion affidavit is pert of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this noncollusion affidavit. Proposers ere cautioned that making a faloe oonihcadon may subject the conifiar to criminal prosecution. State of California, County of:A ! t 5 bsuribed a9d sworn to (or affirmed) before me on this, `i ✓• day — M�, m 20,�i , by 04 h �f, 4 �1 • , proved to me an the basis of sadsfaotary eviden to be the parsons) who appeared before me, \AV-14 � L Notary Public Si ature X0 @ WU Cernmisslon # 1985329 Notary PUNIC • California '•� I: C6 AnddlOd County SS Notary Public Seal THIS FORM LIST HE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROP08AL8 TOO NOT CONTAIN THIS FORM WILL Ur CONSIDERED NONRESPONSIVE. RFP FOR LED POST TOP RETROPIT STREETLIGHTS Page 125 25D -39 CITY OF SARTA ANA REQUEST FOR PROPWALS FOR LED POST TOP RETRDFIT STRE157LIGHTS AODITI,ONAL Ineu ranrtH Curnraany _____._.= „�L°i...� ✓J' ✓�V F' C��! �” �. �...._..._.._,..._. � ..��- ,��..j.— .,- :..m.- �.` -.�... This ondaraement madlfle , such Insurance as Is afforded by the provisions of Ptllloy ## rSc 41A ralatPnq to thetollowlno t. G, v tl pt Flrd( lUlIdf ayerr od ttOM and r01)1`0 n aifvs are ridrn"d88 addcno Ine rs "addionslIwPura. wllh regard to liability and dottinso of suits arieing from the operatlontr and usaa performed by or on behalf of the rimmed innured. 2, with respect to claims arcs ln2 out Of the operatlrho and uses perfarmod by or on behaEi of the nAmed Insured, such insurance as is afforded by this police/ is pi9.rnaiyr and is not additlonal to or arnttrlbutlog with any other Insurance carried by or for the borlonll Of the xadditlOnel htnurgds. 3. This Insurance apptles separately to each Insured against whom cluirn is made or suit is brought a %dept vjIll not aaffooi arry fightwhiichtsruch pelrsonlor organzation would have as a Or f ti at so included, d d. cpv1arrags, ac rtlimitis o�cept after thirty thit n noticenhas been olvmil,to the nCity of Santa fins, 26 Civic Coniar Plaits, Sonia Ana, 00forhia 92701 . poregletlon of the following, inrl ding countersignature, is reeulrod to make this endorwrilent effaotive,) Cffootiva, . r "�� �y- '� - -•.� . -_ this oncirarar7mcnttarm as s part of r ollo #1 _µry tesued to__ Coumersignod lay pm,�,,,5:�xarirmram �'a,9e 2G R1' ^PFOa LEt7PCaSTTOPRK;;I "Rt's•IT Ti�3wGTLI�hPT�i+s 25D -40 Section 2: product Checklist Item Description Required Response vW Product manufacturer Yes PowerLux Corporation Product model number Yes PLEDMR/ PRR/ DV /PRL/NR/S/9/4000/740/120.277/SA A,1 How Zang has your company been manufacturing LED rate rflis far decorative street lights? Yes over 5 years A.2 How long has this model /generatlon been produced7 Yes Custom designed for City of Santa Ana A.4 Warranty (In years) Yes 5 years B.3 Lumnalre amblent temperature range Yes -40 (min), 55 (Max) C B.4 ^ How many hours ASTM 5117 testing? Yes � N/A no painted metal surface C.1 LED manufacturer and model number Yes P_hill�s Fortimo LED HBMt 4000 35W/740 (Gen 3) C.3 CCT ( °IQ Yes 4000K G4 CRIm Yes 70 C.5 Projected L701Ife (hours) Yes 80,000 hours D,1 LPW Yes 114.29 (module) 99.26 (system) 0.2 IES Photometric Testing to LM -79 Yes IES LED module photometric on flash drive D3.a Total Luminous Output Yes 4000 1).3.b Photometric Layouts Yes Custom designed for City of Santa Ana (available aftercoptract) E.1 Avallable inputvoltage range(s) Yes 120V -277V E.3 Driver rated life and max case temp Yes 100,000 hours and B0° C E.4 Surge protection level? Yes 10 kA and 10kV F11 NRTL File Number Yes Available from Philips F,2 Is factory 150090017 Yes Yes F.3 Is product RoH5 compliant? Yes Yes F,4 Is product on DLC 4PL7 Yes N /A, custom designed far CIt of Santa Ana G.1 Are all requreel documents Included? Yes Yes 25D -41 Section 2; Product Checklist Item Descrl tlon _mm Required Response Product menufacturer Yes Ptlwerwxco poration Product model number Yes PLED DR /PRR /DV /P R L/N R/5/9/6000/740/120- 277/SA A.1 How long has your company been manufacturing LED retorfitsfor decorative street lights? Yes over 5years A,2 How long has this model /generation been produced? Yes Custom deslgned for City of Santa Ana A.4 Warranty (In years) � Yes 5years R3 Luninalre amble nt temperature range Yes -40 (min), 55 (max) C _ 8.4 How many hours A5TM B117 testing? Yes N/A no painted metal surface C.1 LED manufacturer and model number Yes Philips Fortimo LED HBMt 6000 54W/740 (Gen 3) 3 CCT (°IQ Yes_ 4000K _ C.4 CRI ' Yes 70 C.5 Projected L70 life (hours) Yes 80,000 hours , 01.1 LPW Yes 111,11 (module) 103,49 (system) 0.2 1 i Photometric Testing to LM -79 IES LED module photometric on flash drive D,3.a Total Luminous Output _Yes Yes _ 6000 D.3.b Photometric Layouts Yes Custom designed for City of Santa Ana (avallableaftercontract) E.1 Avallable Input voltage range(q) Yes 120V -277V E3 Driver rated life and max case temp Yes 100,000 hours and 80° C �. E.4 Surge protection level? Yes 10 kA and 10kV F.1 NRTL File Number_ Yes Avallable from Philips F.2 Is factory S009001? �_ Yes Yes F.3 is product RoHS co 11 Yes Yes F.4 Is product on D.LC QPL? Yes N /A, custom designed for Cit of Santa Ana _ G.1 Are all requ red documents Included? Yes YesA 2501-42 d 2 w Z lu O QO o a ZC al �aC zO o CL LLJ w ¢ �m�G�d Uo o a w um a Q O ego u a a � IMM m = °�° _ C, IS m pz s &r� v 43 - E � .vc�mc>yE blP p ens 0o z � w p Me ZE .cva8 D[g'P'Emn 5�n �Ht� Ca'� -CND m � �ICC j•,%yy��,�+C� orb oaf fd O`Qh .n v � Wn � c3° �dE .N SnEj �,'s —yE •gobs` i•5 1OS id� -bE 0 H t " .1Dam,C C4 0 aJOn Ln O,N py 2' NgYI o b.N1 O N.' --�� C. N TJ �w � v GJ 30'� �" � b 8• bis � 9i E y'.^�a`•. }c� „1 �(J�] '°�,l] 1�/ Yy',m oia �'S ar.'�O'I�x7 �W ��xy N.fi J �iWN NbC N�C 1�j�C�� ^'L IC��I VY3J QNN L >C �ryj �-O'_bd v¢im 25D -43 nwir sell , O Santa ,Ana LED Naria"' Castom Retrofit MARIAr DIMENSIONS IES FILE PHOTOMETRIC DATA Available on request PACKING DATA 19 "x10 "x25" Weight 42lbs. Af',_ r Finial niarIFR1NO INFORMATION and SELECTION APPLICATIONS • Custom designed exclusively for City of Santa Are SPECIFICATION FEATURES ksaavoVhen'& rep'sP^ MerlaTm features a traditlonat turn of the century shape • Available in acrylic orpolycarbonale • Type V distribution, optimized for ef(lclent light performance • Designed for pole height between 10 and 20 feet • a "or 9, base dlamete" Overall weight Is reduced for easy installation and maintenance • Finial available In black, gold or custom color • Made in the U.S.A. LED SYSTEM FEATURES • Thermally designed for 60,000 hams operation • Direct downwon) lumen: 4000 or 6000 tarpons • System wattage: 36W (4000) and 54W (6000) • Efficacy: up to 111 -114 IWw • Comfortable supedorquality LED light • Instant ON and Instant restrike with back -to -full brightness Feature • CRI > 70 • Universal voltage 120.277V • 2 -level dlrnmable driver up to 00% power reducer M save energy during Inactive times, Works with 0.10V oonlrol and sonar system. • Philips Fortuna LED Module is a Green product oontaining no mercury • Product reliability and a 5 -year Philips system warronly liwv aj Philips Fortuna LED Pugh Brighbless Module Mattel No, PLEOMRIIOVIRR140000401120.27718A 411Iy,�b Finial City ol'Smlta Ana Prglect413.ON 4000 Output Lumen NfoY ml I "i r PLEOMR ) be Poyearanat(F_ Black(B) it APPLICATIONS • Custom designed exclusively for City of Santa Are SPECIFICATION FEATURES ksaavoVhen'& rep'sP^ MerlaTm features a traditlonat turn of the century shape • Available in acrylic orpolycarbonale • Type V distribution, optimized for ef(lclent light performance • Designed for pole height between 10 and 20 feet • a "or 9, base dlamete" Overall weight Is reduced for easy installation and maintenance • Finial available In black, gold or custom color • Made in the U.S.A. LED SYSTEM FEATURES • Thermally designed for 60,000 hams operation • Direct downwon) lumen: 4000 or 6000 tarpons • System wattage: 36W (4000) and 54W (6000) • Efficacy: up to 111 -114 IWw • Comfortable supedorquality LED light • Instant ON and Instant restrike with back -to -full brightness Feature • CRI > 70 • Universal voltage 120.277V • 2 -level dlrnmable driver up to 00% power reducer M save energy during Inactive times, Works with 0.10V oonlrol and sonar system. • Philips Fortuna LED Module is a Green product oontaining no mercury • Product reliability and a 5 -year Philips system warronly liwv aj Philips Fortuna LED Pugh Brighbless Module Mattel No, Refractor (RR) Distribution TYPeta) Finial Base 4000 Output Lumen 6000 Output Lumen r PLEOMR ) be Poyearanat(F_ Black(B) it I_ 35M740K 54W174K _ Aarylic(A) Gold (GJ B 95WI757K tiffl 57K 35W, 40WK 120-277V iolweiwL :y.'6 Corporatioaa US Manufacturer of Sustainable Energy Efficient Lighting Products 1260 Liberty Way, Sulte E Vista, CA 92081 Phone: 760.727.2360 Fax: 760- 434-4766 Wabsite: wwwpowerlux.com E -mall; klpowerlux @gmall.com 2, 42v,,F;_ w Products '-lave 5400d fhe Test of Imel 25D -44 ,WW6 NoM""fto spd#.Ibnsau61sa1 fo ol,BtlgB WIII)OU1pXmnp(kB ® 2010 Uy PpIFnYWx'Calptlrellpn, AIIIgAIs reep,Yptl Z 0 LL �a 4 yQ O"a� U X� UA L'i �U aN �tl T c~is —+ LU A ar AGE �F u p e: U. V0 /ti� Vb ✓ Li /, ryry a Q� O L', N� m a, � � d r4 �€ �Q 60 is g <qa C Ql o �� o a OR - n' HE l� 8 8a. s � mo o ER C G ?. �G o�SUNONNN .DO �6EC0�i'A ��I�CF- OO' ym3 W S � W mac Cvn ,pin =qo c�i0 CL L aOi Q�Sy m� �.�'�N�m rno ory a'tO.o 2 m roR ul R 25D -45 Poerlsug Santa Ana LED Dorans Custom Retrofit �C1 4kl>< qq A 1 ReOectorLid (RL) Neek Pinlaf r 40000utpat 5000 Output Lumen T e 0 Rln DORA'"ASSEMBLY ;.. clamp Band nnv:�+ .a._.._.... SnA• Flnlal (ASeamiy) +-- _ - - - - -- Flama Flnlal(Mcaasory) chat, Prlwnatis Aelyllev II "'-- palyaalfiooate top 4._...,�.._.._J rr ��, rv.,�Verfm'otdoPNon Pe,r,) Rofleclor Lld (Attuanry) a ^ PdYcai a1, pronrte k Acm3u or iES PILE PHOTOMETRIC DATA Available on request PACKING DATA 19 'x19 "x28" Weight 121bs. rinN and CPI Pr rf()Al J.. Ir�1f p- •1.''�a�l 11....1 .. illl 1 1 1b 111:'}:1 City In'sIvan MR projectIn 1 APPLICATIONS Custom designed exclusively for City of Santa Ana SPECIFICATION FEATURES • YnwarLvx(A Doran Refractor and Prismatic Top feature a traditional turn of the century shape and state of the art pholomeulc pedormenco • Avallable In ecryllc orpolycarbonate; Type Id or Type V dlslrtbutlona. Both are optimized for efficiant light performonce • Reflectorlld is on aluminum reflector which file between the Prismatic Top and Refractor • Reflector Al allowslust enough upllght for a pleasing g law — decreases uptight 0040V and Increases downNght by 20=25Yo • Aluminum reflector lid designed for maximum photometric efficiency and opffmurn light distribution which compiles with Oar* Sky Ordinance when used with eitherperforeted or non- perlorated Ad options e Clamp band included for attaching Relmdor and Prismatic Top • Plnlal available In Plsms or Splke(black or custom color) • Designed forpola height between 10 and 20 feet a" or 9" base diameter • Overell Weight is reduced for easy installation and malatenance • Neck nng to protect refracforf rc metal screws • Made In 010 U.S.A. LED SYSTEM FEATURES • Thermally designed for 50,000 hours operation • Direct downward lumen: 4000 or 6000 lumens • System wattage: 35W (4000) and 54W (6000) • Efffcaoy: up to 111- 1141m/w • Comfortable superior quality LED light • Instant ON and Instant re- strike with back -to -full brlgh toads feature • CRI > 70 • Universal voltage 120 -277V • 24evol dimmable driver up to Bo% power reducer to save energy during Inactive times. Works with 040V control and sensor system. • Philips Portlmo LED Module is a Green product containing no mercury • Product reliability and a 3 -year Philips system warranty h3aa1 li In f asp1 � "q 1u �g�Jyyu_Mo�[I {{del Aco�'It l)pliphk: d62Na Dawn1191d'. Maximum Cand sntleld 1448 41 .:,': rd I J pppjI lj > �Sriiiil : DoWnli ht:72 %(raducad 75°_1 Dawnumn Andel r 7fto g Maximum Centlela: 2977 (Tg¢ � yy��)rov_e�Q q 1CA° I Model No. Refractor (RR) Pan Number Example: PLEDDIPRR IDVIPRLINRI8;9MOOa4O)l20- 27718A Desmlptlon: Poaerl.ux Santa Ana LED Dora Custom Refmftt, Polyoarboaate Refruemr, Dlsalbubon V, Perforated Reflector Lid, Nock Ring, Black Flnlal, On Bane, 64W, 4000K I20.27TV PowvorLux* Corporation US Manufacturer of Sustainable Energy Efficient Lighting Products 1260 Liberty Way, Suite E Visia, CA 92081 Phone: 760- 727 -2960 Fax:760- 434 -4766 Webslte: www.powerlux,com E -mail: klpowerlux@gmall.conl § pmveau , Products Have Stood the Test of TWO 1 25D -46 Mason Patents ondhg spedcelronssu67td (o dmnge 011, ut Pno".1W !92010 M1y Pawedux corpnrallstl. AU RAMS reserved Distribution ReOectorLid (RL) Neek Pinlaf aria 40000utpat 5000 Output Lumen T e 0 Rln Lumen_ PLEDOR I Polycadmnate(P III Perforated (P) NR Fleme(F) 8" 35WI740K 54W7740K 11 Acrylic (AJ V Non•Pedoreted NJ Splho S) 9" 35WI757K 54WI757K Pan Number Example: PLEDDIPRR IDVIPRLINRI8;9MOOa4O)l20- 27718A Desmlptlon: Poaerl.ux Santa Ana LED Dora Custom Refmftt, Polyoarboaate Refruemr, Dlsalbubon V, Perforated Reflector Lid, Nock Ring, Black Flnlal, On Bane, 64W, 4000K I20.27TV PowvorLux* Corporation US Manufacturer of Sustainable Energy Efficient Lighting Products 1260 Liberty Way, Suite E Visia, CA 92081 Phone: 760- 727 -2960 Fax:760- 434 -4766 Webslte: www.powerlux,com E -mail: klpowerlux@gmall.conl § pmveau , Products Have Stood the Test of TWO 1 25D -46 Mason Patents ondhg spedcelronssu67td (o dmnge 011, ut Pno".1W !92010 M1y Pawedux corpnrallstl. AU RAMS reserved V_ G N L^ N d' N M Z 6 w al i+C F G Oo � 0 , w o 7� O <,OOjz U P z zy PA 0 Qw �R ¢°��d 99h � cp��u((rn J n �li) "u{pNi E nM OZ 4 �� ahC7a m E E E 8 Ew FO C ry a L^ M N h U M O O N W W O w '4 ' v iqqs „ >>7 0c. w n v v° a E Qo, aEi o"- ui J h S1 ❑ N.� rC 01 J ?$ zr Q ® - 25D -47 �lfu�,gf Vii„ �ry„n x t asY• E .� i q exa 4 i NJ•• ��''Ly••.�yy Y k Hf'odua dAtd Uvvral Charusa Ndi H.nlrg color Operating Position -[Not 6peci0ed] Light 1'euhnic;d Chnrnctrmim3rx Color Code 740 Color Dealgnadon -[Nat SpecAcd] (text') Correlated Color 4000 I< Tesni,vimv e Luminous Flux 4000 Ln Cnitr rendeHng 70 CnI. Calor'remperenire 3905 1( [CCT 39851(7 Ele <vicul f3hnracteriudcs N /a¢nge 35 W r 25D -48 Fortirr o LED high brightness rY od6le r'DI'1inwD LED HnI`#, 4000 35w/740 Phillips For[Imo LED High Brightness Module (HBMt) Is an elegant sdupl on for OEMs looking to Incorporate LEDs into their product portfolio, The compact rectangular light engine with non - Integrated driver enables different light distributions using a metal reflector, The same form factor offers multiple lumen pacl(ages, leveraginga single design Into a full portfolio to better meet and -user needs. The design. In process Is further simplllled with passive thermal management. Fordmo HBNI[ Is truly futur9- proof —the light - emitting area, optical and electrical charac[er sties and mechanical InterfacewIll remain constant, It also offers the best energy efficacy In the market The remark able energy savings and CO2 reductions can be further extended with dimming. Fortlmo LED HBMt Is a Phipps Green Product and contains no mercury. "Prtmpernturn l':haracCerwnre T -case maximum 65 (max) C f'I'ndurt Dma Cider tale Full product code Pull eoduttname Cider product name Pieces per pad, Podting w0guredon Padre per auterbox San code on psak- SAW gar code on auterbox - EAN3 12NC(12NC wde(x)" Net wetgbe per piece 929000695703 929000695703 Fortimo LED VIE Mc 4000 35W/740 r,ui LED FIBMC 4000 35W/740 1 10 10 8713291214069 0713291214076 929000695703 0.031 kg �t a a 1 a� y.... E F9 = sense simplicity f''fodurt dma • Gceneral Qharucterl:dc9 Housing color Oparofing Position -[Not $pee]iledj Usht1'eehnicnl Clione erituii Color Code 740 Color Daslgoadon .(Naa Speclfled] (text) Correlated Color 900010 Ternpernture Lulninouc Flux 6006 Lm Color rendering 70 beer Caiar Tempernmrc 3995 K [CCT 39851(] Finculcal Chiran:enedce Wtttaga 54W FQrldrno LED high brightness rr�cac ul rortinw 1m rinMt moan sawnio Philips Fortlmo LED High Brightness Module (HBMt) Is an elegant solution for OEMs looking to Incorporate LEDs Into their product portfolio. The compact rectangular light engine with non - Integrated driver enables different light distribudons using a metal reflector, The same form factor offers muldple lumen packages, leveraging a single design Into a full portfollo to better meet end•user needs. The deSlgn- In process Is further simplified with passive thermal management Fordmo I-IBMt Is truly future- proof— the Ilgha- emitong area, optical and ¢I¢eerleel characteristics and mechanical Interface will remain constant. It also offers the best energy efflcacy In die mmlrec. The remarkable energy savings and CO2 reductions can be further extended with dimming. Fortbno LED HBMt Is a Philips Green Product and contains no mercury. Temperature Charaacn e, T -case maximmn 65 (max) C IA'c,dun, Gaza Order teen Full product code Full produce name Order product name Pieces per pack Packing cenflg."Won Packs per oumrbox, Far code an pick - EAN1 Bar coda en outerbox - EAN3 Loglsdc codu(sj - 12NC Net weight per piece 25D -49 929W005603 929000695603 Fo1i LED HBMt 6000 54W174( Portlmo LED HBMt 4000 54WI74C i 10 10 911W1214021 8719291214030 929000695603 0.031 kg Oip F 5 4 . x s@o.+n.s ee a1(Lk :ll rdwi plicit 7 ®BSP3 -120 / E3SP3- 208 -240 / BSP3 -277 assigned rtes In conjunction i, SP3 -347 / BSP3 -480 LED fa and eletricfluacen LF.CI privets and electronic FI uorescent en <I Hip ballasts to provide an additional level 3 -Pole LED Driver & @anast Surge Protectors, of protection against powerllnedlatumances Enhanced In Industrial and Commercial applications Featull The BSP3 Series are 3-loaded devices that protect Llme Orm and Neutral- Ground In accordance with IEEE I ANSI 00241 A Protests against surges according to IEEE Ce2.412 C High ( • Surge current ruing = 10,000 Amps using indua" standard Surge Lecatlon Rated Category 03 UL aecognoed Component for the Un [Leo States and Canada gTh Some models Recagnfred to ULI449 (see below) • High temperature, flameproof plastic enclosure, 35aC max aurtece temp rating Thermally Protected Transient Over-voltage Circuit BSP3.120 [a for use on 120V drivers or ballasts BSP3 -2771s foruse on 277V or Universal Voltage drivers or BSP3 -34710 for use on 347V drivers or b0s015 BSPS -480 Is for use on 480V drlvars or ballasts Part Number 1M%Clamplag Wings Burge Rating (2.51 Ull BM -120 — 045 120 Jeulae WS 20e-240 710 190 Joules Groan BBp0�277 040 270 J0Wae LEO ndver BSP 1247 1120 020 Joules BSP3 -000 1$00 990 Joelea l!1Ftl91"1i Vin Bleak LOAD Groan ELM LEO ndver Output to Lamp or eleclraAOb kof -- - - - -3T WI11ta COM GROUND Specifications subject to change without notice. Dinnenslons (Note. — 175•(+- Body: 12" leads, stdpped 0.63" TLeadwlm: AWG #18 stranded 2,111, 2.25' Threaded Nlpplllle: Y:" NPS 'I' mean lelosauh Products, 11548 SvOIL Du- HurlkD' 11. N)l 42, "lt0.47 -548'- 3087,I'4- 8847 -151 S41ul7. Wv WA'Iptml.r:pm 25D -50 121&12 MAYOR CITY MANAGER Miguel A. Pulido Paul M. waltora MAYOR PRO TEM CITYATTORNEY Claudia AlEM S"-" - &only R. Corvalho COlaudia EMBERS CLERK OF THE COUNCIL P. Cavld BenavIdes Marla O. Hulzsr Carlos Bustamante ^wura• Michele C, Martinez Vincent Sarmlanto SalTaajerc CITY OF SANTA ANA Public Works Agency 20 CIVIC Center Plaza . PA, Sex 1008, M•21 Santa Ana, California 82702 March 11, 2012 ADDENDUM NO. QNE SUBJECT: REQUEST FOR PROPOSALS FOR LED COERAHEAD STREETLIGHTS The following clarification has been made to specifications of the subject RFP: Replace page 1 with the attached page 1. All other terms and conditions remain the same. 1` 25D -51 MAYOR Miguel A, Pulido MAYOR PRO TEM Claudle C, Alvarez COLINCII-MEMBERS P. David Bonavdes Canoe sustomante Michele C' Martinez Vincent Sarmlento Sal Tinaloro PROJECT.ff'j_3.009 ADDENDUM NO, TWO H11 y 4i� I Tlr II 1 I rY A 1 -t CITY OF SANTA ANA Public Works Agency 20 Civic Center Plaza . P.O. Sax 1900, M -21 Santa Ana, Callfornla 92702 March 21, 2013 REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS The following clariflcatlon has been made to specifications of the subject RFP: Changes are noted below. All other terms and conditions remain the same. NOTICE INVITING PROPOSALS CITY MANAGER Paul M. Walton CITY ATTORNEY Sonla R. Carvalho CLERK OF THE COUNCIL Made D. Hulzor The sucoessful proposer must possess or obtain a valid California Class S- 27--and C -10 Cont'ractor's license priorto the Scheduled award date of this contract. EXHIBIT J CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGFITS MINIMUM PROPOSER QUALIFICATIONS 4, Proposer staeEi# y4hat- kamiRairesshallconform- to- thecurren444um {netRg- EeNeecRg5ese4y{{E def #41041' * 'fit i a ne y{-00}deg ees ak>eve the lure as FS 1 2501-52 RF'P FOR LED COBRAHEAD STREETLIGHTS page 117 20B -35 25D -53 MAYOR Miguel A. Pardo MAYOR PRO TEM Claudia C. Alvarez COUNCILMEMBERS P. David eanavides Carlos Bualamanla Michele 0. Manlnez Vincent Sarmiento Sal Tlnalare PROJECT #13-00 ADDENDUM NO. THREE .; 4r�.ea4..H r j nil CITY tl OF SANTA ANA Public. Works Agency 20 Civic Center Plaza . P.O. Sox 1088, M -21 Santa Ana. California 92702 March 27, 2013 REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS The following clarification has been made to specifications of the subject RFP: Changes are noted below, All other terms and conditions remain the same, KEY RFP DATES: Issue Date: Proposal Due Date Projected Award Date: INTRODUCTION Tuesday, March 5, 2013 Tuesday, May 7, 2013 @ 2:00 PM. Monday, July 1, 2013 CITY MANAGER Paul M. Welters OITYATTORNSY Sonla R. Carvalho CLERK OF THE COUNCIL Marla D. Hulzar The purpose of this Request for Proposals (RFP) is to obtain a Proposer to enter an agreement with the City to remove and dispose of existing decorative post top street light luminaires, and furnish and Install energy efficient LED post top retrofit streetlight luminaires, The ALTERNATE PROPOSAL is to provide and test only. The Proposer will be required to provide 3'54 LCD post top retrofit street light, luminaires. The City reserves the right to Increase or decrease the quantity of lights at no additional cost per fixture. This project is funded by Southern California Edison's On-Bill Financing Program. Award of the project is subject to both final funding approval by SCE and City Council approval. Payment will be made to the successful proposer after the project Is accepted and funded by SCE. For details pertaining to SCE's OBF go to http.,//1MEAsce.com/husine2s /onb'I /o - bill•fnancin ct.htaL Historically, funds for payment of the project may not be available to the City from SCE for two to four months after completion of the project. Subsequently, final payment may not be made for three to six months from completion of the project. 25D -54 EXHIBIT 8 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED POST TOP RETROFIT STREETLIGHTS PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING Certiflcatlon - I eerfiry that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Servlces (Exhibit A) and am familiar with the scope of work Ioeatlons. 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 discrepaneles to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on a per each, (removed, disposed and Installed) for services described In Exhibit A. Fee must be inclusive of all costs, Including but not limited to, direct and Indirect casts for labor, overhead, Incidental supplies, travel, mileage, and fuel. Fee shall also Include post - Installation testing for photometrlos and power consumption, Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee In writing. Alternate Proposal - Pricing shall be based on a per each, for providing fixtures only. Fee must be inclusive of all costs, including but not limited to, delivery, any direct and Indirect costs for labor, overhead, Incidental supplies, travel, mileage, and fuel, . Fee shall also Include past - Installation testing for photometrics and power consumption. LINE DESCRIPTION QUANTITY UNIT UNIT PRICE EX ENDaD TOTAL PRICE 1 70W 9gQlVALENT- Provide & Install 140 EA For Concrete Poles 2 190W EQUIVALENT Provide & Install 120 EA For Concrete Pales S 160W EQUIVALENT ProvlAa & Install =I- For Stool Polas Total Extaoded Cost — Wrltton RFP FOR LED COSRAHEAD STREETLIGHTS 20B -37 25D -55 ALTERNATE PROPOSAL LINE DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENDED TOTAL PRICE 1 70W EQUIVALENT�Provlde Only 144 EA For Concrete Po lea 2 1BOW EQUIVALENT - Provide Only 120 EA For Concrete Poles 8 16OW EQUWALENT�Provlde Only 94 EA For Steel Poles Total Extended Coal — Written LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E -MAIL ADDRESS ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THAT DO Nb7 CONTAIN THIS PAGE WILL BE CONSIDERED NONRESPONSIVE. RFP FOR LED COBRAHEAD STREETLIGHTS 25D -56 INSURANCE NOT REQUIRED A- 2014.057 WORK MAY PROCEED d CLERK OF COUNCIL DATF MAR 2 A. 2014 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into on February 18, 2014, by and between Powerlux, a California corporation ( "Contractor ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS: A. The parties entered into Agreement A -2013 -137, dated September 3, 2013, (hereinafter "said Agreement ") by which Contractor has provided energy efficient LED streetlight luminaries. B. [n accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services to include additional streetlights that will be replaced with LED streetlight luminaries and to increase compensation to pay for the additional luminaries provided. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section I, SCOPE OF SERVICES, shall be amended to increase the number of streetlights purchased by a total of 60. The section shall read in full as follows: "Vendor shall furnish and deliver to the Santa Ana City Yard, 215 S. Center St., Santa Ana, California, 414 new LED post top retrofit streetlights which conform to the specifications set forth in Vendor's Proposal dated May 6, 2013, attached to said Agreement as Exhibit A. After City installation of said streetlights, Vendor shall test for photometric conformance and power consumption. In addition, Vendor shall provide a five (5) year warranty for any and all materials, supplies, labor and equipment provided pursuant to this Agreement. If additional funding is secured, City retains the option to purchase additional streetlights at the unit price set forth in Vendor's Proposal." 2. Section II.A., COMPENSATION, shall be deleted in its entirety and replaced with the following: "The City agrees to pay, and Vendor agrees to accept as total payment for said streetlights, the unit cost, as set forth in Exhibit A, for the number and type of streetlight delivered and successfully tested. The total sum to be expended under this Agreement shall not exceed $147,000 during the term of this Agreement." 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. n Exhibit 3 B 2501-57 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID ZOS Clerkofthe Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO POWERLUX City Attorney Laura Sheedy KENNETH LAU Assistant City Attorney President RECOMMENDED R A PROVAL: EDWIN "WILLIAM" OALVEZ, P.E. Interim Executive Director - P WA 2501-58 lNVJRf NCENOTREQUIRED A- 2013.137 WORK MAY PROCEED t CLERK OF COUNCIL AGREEMENT TO MANUFACTURE AND ( PROVIDE LED STREETLIGHTS cL / THIS AGREEMENT, made and entered Into this 316 day of September, 2013 by Powerlux, (hereinafter "Vendor "), and the City of Santa Ana, a charter city and municipal ri corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City ). RECITALS A. The City Issued RFP 13.009 • "LED Post Top Retrofit Streetlights" to procure a vendor to manufacture and provide energy efficient LED street light luminaries, B. Vendor submitted a proposal to provide such LED luminaries and was determined to provide the best quality material at minimum cost to the City, C. In undertaking the performance of this Agreement, Vendor represents that It is knowledgeable in its field and that any materials, supplies, labor and equipment provided by Vendor under this Agreement will be provided In compliance with the specifications set forth In Vendor's Proposal, NOW THEREFORE, In consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I,SCOPE OF SERVICES Vendor shall furnish and deliver to the Santa Ana City Yard, 215 S. Center St., Santa Ana, California, 354 new LED post top retrofit streetlights which conform to the specifications set forth in Vendor's Proposal dated May 6, 2013, attached hereto as Exhibit A and incorporated by reference. After City Installation of said streetlights, Vendor shall test for photometric conformance and power consumption. In addition, Vendor shall provide a five (6) year warranty for any and all materials, supplies, labor and equipment provided pursuant to this Agreement, If additional funding is secured, City retains the option to purchase additional streetlights at the unit price set forth in Vendor's Proposal. ILCOMPENSATION A. The City agrees to pay, and Vendor agrees to accept as total payment for said streetlights, the unit cost, as set forth in Exhibit A, for the number and type of streetlight delivered and successfully tested. The total sum to be expanded under this Agreement shall not exceed $125,000 during the term of this Agreement. B. Vendor shall submit one invoke to the City upon completion of the Project, Said Invoice shall be submitted in a format approved by City, and shall include the following Information: Vendor's invoice number Beginning and ending dates for services Exhibit-3/4 1' 25D -59 Iii. City project number and /or name (if applicable) iv. Delivery site address /location (If applicable) v, Unit cost, subtotals and total for Invoice C. Extra Work. No additional work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate Is approved by the City In writing before the work Is commenced. The Vendor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required at City's request. Work performed prior to obtaining written approval of the City shall not be Included within the Scope of Work and may not be paid. D Payment by City shall be made within sixty (60) days following receipt of payment from investor owned utility financing, subject to City accounting procedures. Payment need not be made for work which falls to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. IlI.TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier pursuant to Section XI, below, The Vendor shall deliver all items under this contract within a period of one hundred forty (140) days after City notice to proceed, unless terminated earlier in accordance with Section XII. IV.INDFPENDENT CONTRACTOR Vendor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall be construed to create an employer - employee relationship, a joint venture relationship, or to allow City to exercise discretion or control over the manner in which Vendor performs services. However, the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor shall pay all salaries and wages, employer's Social Security taxes, unemployment Insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. V.INDEMNIFICATION Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability for personal Injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may was from the direct or indirect operations of the Vendor or its subcontractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described In Section 1 of this Agreement. VI.CONFLICT OF INTEREST CLAUSE Vendor covenants that It presently has no interests and shall not have Interests, direct or indirect, which would conflict in any manner with performance if services specified under this Agreement. 25D -60 VILNOTICE 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 mall, postage prepaid, or sent by facsimile or other telegraphic communication to the following parsons: To City: Clerk of the City Council City of Santa Ana P.O. Box 1988 M -3c Santa Ana, CA 92702.1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P.O. Box 1988 M•21 Santa Ana, CA 92702 And: City Attorney City of Santa Ana P.O. Box 1988 M -29 Santa Ana, CA 92702 To Vendor: PowerLux Corporation Mr. Kenneth Lau 2588 -F El Camino Real, Suite 333 Carlsbad, California 92010 Vill. EXC LU SIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments horeto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Vendor. The parties agree that any terms or conditions of any purchase order or other Instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obilgate Vendor nor the City, Each party to this Agreement acknowledges that no representatives, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. IX.ASSIG N M E NT Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may not assign, transfer, delegate, or subcontract any interest herein without 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 the City personnel or by 1: 25D -61 other Vendor retained by City. X,TERMINATION a. The City reserves the right to terminate the contract as follows: In the event Vendor falls or refuses to timely perform any of the provisions of this agreement in the manner required, or if Vendor violates any provision of this agreement, Vendor shall be deemed in default. City shall provide written notice of such default to Vendor's project manager. Vendor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the agreement forthwith by giving written notice to Vendor's project manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Vendor shall be responsible for all costs Incurred by City, including replacement costs of equipment and labor required to provide service during Vendor's default. In the event of such termination for cause, City shall pay Vendor that portion of compensation specified In the Agreement that is earned and unpaid prior to the effective date of termination. Vendor shall not be entitled to any compensation for lost profits It terminated for cause. 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to Vendor either personally or by mall. Upon termination, City shall pay to Vendor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of Vendor's compensation for contract services if, in the judgment of the City project manager, the level of service falls below appropriate standards and /or Vendor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the project manager determines that contract services are performed In conformance with this Agreement. XI, DISC RIMINATION Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations. XII.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 25D -62 action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. XIII.PROPESSIONAL LICENSES Vendor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the, laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies, Vendor shall notify the City Immediately and In writing of their Inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said Inability shall be cause for termination of this Agreement. XIV.RESPONSIBILITY FOR DAMAGES The Vendor shall be responsible for all damages to persons and /or property that occur as a result of the fault or negligence of said Vendor or his employees in connection with the performance of this work. XV.SAFETY REQUIREMENTS All work performed under this contract shall be performed in a manner as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL -OSHA. The Director reserves the right to issue restraint or cease and desist orders to the Vendor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract, XVI.PAYMENT The Vendor will be paid after completion of the project, upon approval and payment to the City by Southern California Edison. Vendor shall submit a detailed report of work performed and materials used In the project. This report shall be accompanied by a billing in accordance with the contract price for the work performed, and shall become basis for payment. XVILAPPRENTICESHIP STANDARDS Where required under law, the contractor on this project shall assume full responsibility for compliance with apprenticeship standards as established by Section 1777.5 of the California State Labor Code, XVIII.SUBCONTRACTORS The successful proposer shall not, without the written consent of the City, A. Substitute any person or firm as subcontractor in place of the subcontractor designated in the original proposal. B, Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. 41 25D -63 C. Subcontract any portion of the work after bid Is submitted if the cast thereof exceeds one -half (112) of one (1) percent of the total proposal and a subcontractor was not designated for the work in the original proposal. XIX.MiSCELLANEOUS PROVISIONS A. Each undersigned represents and warrants that Its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, Including reasonable casts and attorney's fees, for any injuries or damages to City in the event that such authorlty 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 0. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By, ,. /Z ( Laura S eedy dy Assistant City Attorney RECOMMENDED FOR APPROVAL: Edwin "William" Gal P. E. Interim Executive hector Public Works Agency T 25D -64 CITY QFSA TA YNA Carlos Rojas, N Acting City Manager VENDOR KE NETH LAU Presldent AGREEMENT FOR PROVISION OF ELECTRICAL CONTRACTING SERVICES THIS AGREEMENT, made and entered into this 17 °i day of June, 2014, by California Professional Engineering, Inc., a California corporation (hereinafter "Contractor "), and the City of Santa Ana, a chatter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of street light repair and installation. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor tinder this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall rewire the existing street light system and install new City supplied fixtures on the existing street light poles on North Park Circuit (hereinafter "Project "), as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. COMPENSATION a. The Contractor agrees to accept as total payment for its services, a fixed price of $512,450. The City has allocated an additional $20,000 contingency amount, to be expended only at the written direction of the Executive Director of Public Works or his designee for additional services required due to unforeseen circumstances. The total sum to be expended under this Agreement shall not exceed $532,450 during the term of this Agreement. b. Payment to Contractor for the City paid portion of the contract shall be made after completion and City acceptance of the Project. Contractor shall submit a detailed report of work performed and materials used in the Project. Within sixty (60) days after receipt of such report, City shall pay Contractor, 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 March 31, 2015. However, contractor shall perform all work items required by this Agreement within a period of ten (10) weeks from Agreement commencement unless terminated earlier in accordance with Section 13. 4. OWNERSHIP OF IMPORTS AND DOCUMENTS J - I 25D -65 The originals of all maps, drawings, plans, graphs, letters, documents, reports and other products and data produced tinder this Agreement shall be delivered to, and become the property of City. Copies may be made for Contractor's records but shall not be furnished to others without written authorization from City. Such deliverables shall be deemed works made for hire and all rights in copyright therein shall be retained by City. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship or ajoint venture relationship; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, acrd property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000,00) per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Workers Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for Workers Compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000.00) per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per claim, section: e. The following requirements apply to the insurance to be provided by Contractor pursuant to this (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by dris 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. 25D -66 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Stich termination shall not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: 1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all cost 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, effects arising from this Agreement. City may make all reasonable decisions with respect to its representative in any legal proceeding. S. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall inolude 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 nomtse and nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a publicly available source; .3) is in rightful possession of the Contractor without an obligation of confidentially; a) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance if services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement And be in writing aid shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage 25D -67 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 P.O. Box 1988 M -30 Santa Ana, CA 92702 -1988 Fax: 714- 647 -6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P.O. Box 1988 M -21 Santa Ana, CA 92702 Fax: 714.647 -5069 and: City Attorney City of Santa Ana P.O. Box 1988 M -29 Santa Ana, CA 92702 Fax: 714- 647 -6515 1-o Contractor: California Professional Engineering 929 Otterbein Avenue, Unit E La Puente, CA 91748 Fax: 626.810 -1322 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 asset forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without 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 25D -68 services which are the subject to this Agreement performed by the City personnel or by other Contractor retained by City. 13, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive, and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations. 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 Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the. City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. RESPONSIBILITY FOR DAMAGES The Contractor shall be responsible for all damages to persons and/or property that occur as a result of the fault or negligence of said Contractor or its subcontractors, agents, omployees, or other persons acting on their behalf in connection with the performance of this Agreement, 18. FAILURE TO PERFORM SATISFACTORILY a. Contractor acknowledges and agrees that lithe Contractor fails to perform the work as specified herein, the Director, 1) will pay only for the amount of service received as determined by the Director with an appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge the cost thereof to the Contractor. 9117-M 25D -69 Such adjustments will be the estimated cost for performance by City forces plus City overhead and will include overtime pay as required to complete work. b. if Contractor performs the work in such a mintier that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non-completion per schedule totals five percent (5 %) of the total contract price, the City shall notify the Contractor of such noncompliance. If the Contractor continues to perform the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals ten percent (10 " %) of the total contract price, this Agreement may be terminated at the City's option. In the event of termination for unsatisfactory performance, the original Contractor shall reimburse the City for damage accrued due to changing contractors. 19. SAFETY REQUIREMENTS All work performed under this contract shall be performed in such a manor as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL -OSHA. The Director reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. 20. HAZARDOUS CONDITIONS The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from its operations. Any hazardous condition noted by the Contractor, which is not a result of its operations, shall be immediately reported to the Public Works Agency. 21. ACCESS TO PRIVATE PROPERTY Prior to the commencement of any work that will restrict access to private property the Contractor shall notify each affected property owner or responsible person, informing him or her of the nature of and the approximate duration of the restriction. 22. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS The Contractor shall be responsible for the protection of all improvements adjacent to the work, such as sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, wall, sidewalks, street paving, etc., located on either public or private property. If any improvements are damaged they shall be replaced in kind at the Contractor's expense. 23. TRAFFIC CONTROL The Contractor shall conduct all work in a manner that will insure continuous traffic flow on the street at all times. In situations where it is necessary to restrict traffic flow per WATCH, the Contractor will contact the Director for approval. 24. MISCELLANEOUS TRAFFIC DEVICES Contractor shall provide all traffic control and miscellaneous traffic devices which may be required for routine and /or extraordinary maintenance pursuant to this Agreement. 25D -70 Signs used for handling traffic during the course of this contract shall be in accordance with the WATCH published by Building News, inc., and made a part of these special provisions. The method in which signs, barriers and other miscellaneous traffic devices are used during construction and /or repair shall be in accordance with the publication mentioned. A copy of said publication is on file in the Santa Ana Public Works Agency — Administration Division. All signs shall be illuminated or reflectorized when they are used during hours of darkness. All cones, pylons, barricades, or posts used in the diversion of traffic shall be provided with flashers, or other satisfactory illumination if in place during hours of darkness. 25. WORK BY CITY FORCES BECAUSE OF NONCONFORMANCE TO CONTRACT Should the Contractor fail to correct deficiencies or public nuisances that have been created because of its operation, then such deficiency or public nuisance will be considered to be of an emergency nature and cause the City to make corrective work. Such work will be done on a force account basis with an additional callout charge of Two Hundred Dollars ($200.00) for each callout. 26. APPRENTICESHIP STANDARDS Where required under law, Contractor shall assume full responsibility for compliance with apprenticeship standards as established by Section 1777.5 of the California State Labor Code, 27, SUBCONTRACTORS The Contractor shall not, without the written consent of the City: a. Substitute any person or firm as subcontractor in place of the subcontractor designated in the original proposal. b. Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. o. Subcontract any portion of the work after bid is submitted if the cost thereof exceeds one -half (1/2) of one (1) percent of the total proposal and a subcontractor was not designated for the work in the original proposal. 28. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this agreement. 25D -71 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HWZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By. os Straka Assistant City Attorney RECOMMENDED FOR APPROVAL: Elwin "William" Oalvez, P.E. Interim Executive Director, Public Works Agency - Q11 25D -72 CITY OF SANTA ANA David Cavazos City Manager Sieman's Industry, INC. KEVIN MC CARTHY Corporate Secretary Tax ID# EXHIBIT A SCOPE OF WORK PART I — SCOPE OF WORK The North Park Circuit is designated on the attached map. The North Park Circuit has approximately 22,000 LF of wire and 101 poles. Approximately 18 of the poles are double kings with 2 fixtures each. The North Residential Circuit is designated on the attached map. The North Residential Circuit has approximately 30,000 LF of wire and 112 poles. The conduit locations shown on the maps are approximate. It Is the Proposer's responsibility to ascertain the quantities of fixtures, wire, pullboxes etc. All proposed locations shall be shown on the final plans designed by the Proposer and approved by the Agency. The Contractor shall provide at its own risk and cost all labor, materials, tools, equipment, and traffic control per the Work Area Traffic Control Handbook ( "WATCH "). This Request for Proposal calls for the removal and replacement of the existing street light cable in the Floral Park Neighborhood which is bordered by Broadway and Flower Street, between 17th Street and the Santiago Creek. This project will require replacing all the cable in the entire system with three new #8 THW wires. The existing poles are required to be rewired with new #12 THW wire, the existing fixtures removed and salvaged, replaced with new PowerLux fixtures and globes. The new fixtures may need minor modifications to fit existing pole configurations, Costs for modification shall be included in the lump sum proposal amount. New service pedestals will be furnished and installed by the Proposer. Proposer shall determine the number of new service points necessary to adequately provide power for the system, using the minimum number of service points possible and shall coordinate with SCE to determine the new service points. All SCE engineering costs will be paid by the City. The SCE planner for this project is Isaac Dominguez 714 - 285 -4339 Proposer will locate and intercept existing conduit adjacent to service pedestal and install conduits and pull box adjacent to pedestal. All costs for conduit work, Including hardscape replacement, to connect to service pedestal shall be included in lump sum costs. New wire shall be placed into and connected properly in service pedestal. All work, equipment, labor and materials necessary to provide complete functioning system shall be included in the Proposal pricing. Existing globes shall be cleaned, salvaged and delivered to the City yard. The existing streetlight systems were installed in the early 1920's. The exact condition and location of the underground conduit is unknown although the existing cable was installed 5 years ago. The City expects the existing cable to be used to pull In the new wire. Pre - lubrication of the conduits may be necessary. The City does not anticipate that much of the existing conduit will need to be repaired. Similar projects In the area have encountered less than 15% of conduit needing repair. Proposer shall include 15% conduit repair in the proposal. Costs for conduit repair including materials and labor will I! 1 25D -73 be included in the lump sum costs proposed. The Proposer may need to excavate to access and disconnect the existing conduit sweeps at the pole foundations to properly pull the new wire. All costs for excavation, including hardscape replacement and conduit disconnect/reconnect shall be Included in the lump sum price. Scope of work includes the following: Install new service pedestals per specifications. Remove existing cable from conduit. Intercept existing conduit and Install new conduit and pull boxes to connect to new service points. Re -wire system using existing conduit. Replace any deteriorated conduit only if it is impossible to pull the new wire through. Remove and salvage existing fixtures. Rewire poles and install new fuses and fixtures, etc. per City Standard #1126 -F. Material List: Fixtures: Powerlux PLEDMR /DV/B/9/4000/740/120- 277/SA Wire: THW red, black, green Conduit: 2" Schedule 80 PVC Fuses: 240V 10A with holder per City Standard 41126 -F two (2) per pole Service Pedestals: Milbank MILCP3811115A22SP33 120/240V w/ GFI duplex receptacles; base MILCP16PDMNTCALT PART II SPECIAL PROVISIONS L EXCAVATING AND BACKFILLING Excavating and backfilling shall conform to Section 86.2.01, "Excavating and Backfllling" of the California State Specifications (CSS) and these Special Provisions. The following paragraph shall be added to Section 86 -2.01: All excavated material in roadway shall be removed from the site and backfilled with compacted crushed aggregate base material topped with temporary asphalt concrete on the same working day as removed. A temporary alternative to backfilling, with permission of the Agency, shall be the placement of steel plates with temporary asphalt concrete ramping at edges of the steel plates. Such plating shall not be allowed for more than five (6) working days, after which backfill shall be required, K1]--]W- 25D-74 Slurry backflll: Use of a half -sack cement and sand slurry provided by a commercial ready -mix concrete vendor may be permitted except in parkway areas. The slurry shall be placed monolithic from the bottom of the excavation to the bottom of the existing structural section or sidewalk; or as directed by the Agency. II. CONDUIT Roadway lighting conduit shall conform to the provisions in Section 86 2.05, "Conduit', of CSS and these Special Provisions. Roadway lighting conduit shall be schedule 80 PVC unless shown otherwise on the plans, Insulated bonding bushings will be required. All conduits, excluding SCE service conduits, shall be installed at the depth not less than 36" below finished grade in pavement areas 24" in sidewalk and parkway areas. Only when conduits are to be installed between adjacent pull boxes, from street light pole to pull box or pull box to cabinet where the in- between distance is too short to meet the 42" depth and the 45- degree sweep requirements, the conduit may be Installed at shallower depth but not less than 18" below finished grade. After conductors have been installed, the ends of conduits shall be sealed with Industry grade sealing compound. Replace sidewalk and pavement In -kind to match existing material, color, and pattern, from score mark to score mark after pull boxes and conduit have been Installed. Payment for replacement of sidewalk, pavement, hardscape and landscaping shall be included in lump sum price. All costs for potholing, trenching, boring etc. shall be included in lump sum price. PULL BOXES Pull boxes shall conform to the provisions in Section 86 2.06, 'Pull Boxes" of CSS, CSP ES -8 and these Special Provisions. Notes 4(a) (5) and 4(b) (10) on CSP ES -8 shall not apply. Pull box size shall be Number 5 except where shown otherwise on the plan or as directed by the Agency. Bottoms shall be bedded in crushed rock. Pull boxes shall not be grouted. Pull boxes shall be polymer concrete reinforced with heavy -weave fiberglass. Pull box covers shall be lightweight (BES lite non - concrete, or approved equal). Pull box lids shall be stamped "LIGHTING ". 24" of wiring shall looped in every pull box, New pull boxes shall not be installed within any curb access ramp. IV. CONDUCTORS Conductors shall conform to the provisions in Section 86 2.08, "Conductors" of CSS and these Special Provisions. Wire shall be THW. V. WIRING Wiring shall conform to Section 86 2.09, "Wiring ", of CSS and these Special Provlslons, No. 8 AWG or larger conductors shall be spliced by the use of "C" shaped compression connectors and properly insulated. No splices will be allowed in conduit or in poles above handhole, 25D -75 Compression -type terminals (spade or eyelet) shall not be permitted for termination on solid conductors. FLOWERST 818 Pat 63i 526 P01 daa aa� BROADWAY 25D -76 Southern California (Edison On -Bill Financing Agreement sOUTHU N enuronNin Lj EDISON° An NOISON fWaRMA170NAC Cumpa, Southern Californla Edison. Exhibit 55 Form# 14-791 6/2010 20B -159 25D -77 On -Bill Financing Agreement This On -Bill Financing Agreement to ( "OBF Agreement ") Is entered Into on 20_, (the "Effective Date ") by and between the undersigned customer ( "Customer ") and Southern California Edison Company ( "SCE ") (each a "Party," collectively the "Parties "). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about , 20_ and if applicable, the Customized Solutions Agreement (Individually or collectively referred to as "EMS Agreement "), which is /are attached hereto and Incorporated herein by reference 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account with SCE for electric service. Customer has completed Installation of certain energy efficient equipment ( "Equipment ") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order, 3. In Decision 09 -09 -047, the California Public Utilities Commission authorized SCE to provide zero percent interest financing for the Installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill ( "On -Bill Financing "), 4. Customer desires to enter Into this OBF Agreement In order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms ", below) through the Customer's SCE utility bill pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement, Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed "Amount Financed" $ .00 Interest Rate: 0% Fees: 0 Months to Pay: Monthly Payment: $ Service Account to be Billed: Designated Third -Part Payee if any): Address of Designated Third -Part Payee: Southern California Edison 25D -78 Form# 14 -791 6/2010 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly Installments as set forth in the section above (Customer's "Loan Obligation "). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility bill for the Service Account listed above. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE OBF Installment Charge" on the monthly SCE utility bill for Customer's Service Account. Customer may pay the Loan Obligation In the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but prepayments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill for the number of months set forth above, or until the Loan Obligation is paid In full by Customer, whichever occurs first. Customer shell make payments to SCE as directed in the SCE utility bill. Partial Payments; If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and the Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation, Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account, and a default under this OBF Agreement will be treated as a default under the Customer's Service Account. Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is Incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account, or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth In this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to, file a UCC -1 ( "Financing Statement") against the Equipment to secure Customer's obligation to repay the Amount Financed. Customer agrees to execute any and all documents in connection with the Financing Statement in order for SCE to perfect Its security Interest in the Equipment. Customer agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect to file a Financing Statement. Southern California Edison 25D -79 Form# 14-7916/2010 Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's attorneys, upon breach and default by Customer as described In the preceding section, to appear In any state or federal court In Los Angeles County, California, as Customer's attorney -In -fact and confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil Procedure § 1132 at. seq., or by any other appropriate means, for the full amount due plus all costs of collection, Including without limitation court costs and reasonable attorneys' fees. No single exercise of the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as SCE may elect until all amounts owing under this OBF Agreement have been paid in full. Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition Is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue into effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything to the contrary in the Agreement, Customer may not assign its rights or delegate its duties underthe Agreement. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in Its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced In all respects according to, the laws of the State of California. This OBF Agreement may be executed In one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, Illegal or unenforceable In any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. Southern California Edison [Remainder of page intentionally left blank] 20B -62 25D -80 Form# 14 -791 8/2010 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: Southern California Edison Company: Authorized Representative: Title: Signature: Date: Business Address: Telephone No, Fax No. E -Mall Address: r APP VIID AS 4i r osaph Straka Assistant City Attorncy Southern Californla Edison r . 25D -81 Authorized Representative: Title: Signature: Date: Business Address:^ Telephone No, Fax No, E -Mall Address: Form# 14-7916/2010 1 25D -82 Exhibit 3 Agreement with California Professional Engineering 05/19/15 25D -83 25D -84 AGREEMENT FOR PROVISION OF ELECTRICAL CONTRACTING SERVICES THIS AGREEMENT, made and entered into this 19t' day of May, 2015, by California Professional Engineering, Inc., a California corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a Contractor having special skill and lmowledge in the field of street light repair and installation. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall rewire the existing street light system and install now City supplied fixtures on the existing street light poles on Floral Park Neighborhood (hereinafter "Project "), as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. COMPENSATION a. The Contractor agrees to accept as total payment for its services, a fixed price of $478,020. The City has allocated an additional $20,000 contingency amount, to be expended only at the written direction of the Executive Director of Public Works or his designee for additional services required due to unforeseen circumstances. The total sum to be expended under this Agreement shall not exceed $498,020 during the term of this Agreement. b. Payment to Contractor for the City paid portion of the contract shall be made after completion and City acceptance of the Project. Contractor shall submit a detailed report of work performed and materials used in the Project. Within sixty (60) days after receipt of such report, City shall pay Contractor, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2016, unless terminated earlier in accordance with Section 13. 4. OWNERSHIP OF REPORTS AND DOCUMENTS The originals of all maps, drawings, plans, graphs, letters, documents, reports and other products and data produced under this Agreement shall be delivered to, and become the property of City. Copies may be EXHIBIT 3 25D -85 made for Contractor's records but shall not be furnished to others without written authorization from City. Such deliverables shall be deemed works made for hire and all rights in copyright therein shall be retained by City. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship or a joint venture relationship; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. 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 One Million Dollars ($1,000,000.00) per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, c. Workers Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for Workers Compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000.00) per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000,00) per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of Insurance shall be furnished to the City upon execution of this Agreement and shall be, approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 25D -86 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: 1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and. claims for property damage, which may arise from the direct or indirect operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the everts referred to in this section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all cost 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, effects arising from this Agreement. City may make all reasonable decisions with respect to its representative in any legal proceeding. 8. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shah 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 nonuse and nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially; 4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance if 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: 25D -87 To City: Cleric of the City Council City of Santa Ana P,O, Box 1.988 M -30 Santa Ana, CA 92702 -1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P.O. Box 1988 M -21 Santa Ana, CA 92702 Pax: 714 - 647 -5069 and: City Attorney City of Santa Ana P.O. Box 1988 M -29 Santa Ana, CA 92702 Fax: 714 -647 -6515 To Contractor: California Professional Engineering 929 Otterbein Avenue, Unit E La Puente, CA 91748 Fax: 626- 810 -1322 A party may change its address by giving notice hi writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. 1f sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting fi cshnile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or- outer - -- instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without 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 the City personnel or by other Contractor retained by City. r :: 13. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive, and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations. 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 Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately mud 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. RESPONSIBILITY FOR DAMAGES The Contractor shall be responsible for all damages to persons and /or property that occur as a result of the fault or negligence of said Contractor or its subcontractors, agents, employees, or other persons acting on their behalf in connection with the performance o£this Agreement. 18, FAILURE TO PERFORM SATISFACTORILY a. Contractor acknowledges and agrees that if the Contractor fails to perform the work as specified herein, the Director, 1) will pay only for the amount of service received as determined by the Director with in appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge the cost thereof to the Contractor. 25D -89 Such adjustments will be the estimated cost for performance by City forces plus City overhead and will include overtime pay as required to complete work. b. If Contractor performs the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals five percent (5 %) of the total contract price, the City shall notify the Contractor of such noncompliance. If the Contractor continues to perform the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals ten percent (10 %) of the total contract price, this Agreement may be terminated at the City's option. In the event of termination for unsatisfactory performance, the original Contractor shall reimburse the City for damage accrued due to changing contractors. 19. SAFETY REQUIREMENTS All work performed under this contract shall be performed in such a manner as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL -OSHA. The Director reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. 20. HAZARDOUS CONDITIONS The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from its operations. Any hazardous condition noted by the Contractor, which is not a result of its operations, shall be immediately reported to the Public Works Agency. 21. ACCESS TO PRIVATE PROPERTY Prior to the commencement of any work that will restrict access to private property the Contractor shall notify each affected property owner or responsible person, informing him or her of the nature of and the approximate duration of the restriction. 22. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS The Contractor shall be responsible for the protection of all improvements adjacent to the work, such as sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, wall, sidewalks, street paving, etc., located on either public or private property. If any improvements are damaged they shall be replaced in kind at the Contractor's expense. 23. TRAFFIC CONTROL The Contractor shall conduct all work in a manner that will insure continuous traffic flow on the street at all times, In situations where it is necessary to restrict traffic flow per WATCH, the Contractor will contact the Director for approval. 24. MISCELLANEOUS TRAFFIC DEVICES Contractor shall provide all traffic control and miscellaneous traffic devices which may be required for routine and /or extraordinary maintenance pursuant to this Agreement. Signs used for handling traffic during the course of this contract shall be in accordance with the WATCH published by Building News, Inc., and made a part of these special provisions. The method in which signs, barriers and otber miscellaneous traffic devices are used during construction and/or repair shall be in accordance with the publication mentioned. A copy of said publication is on file in the Santa Ana Public Works 25D -90 Agency — Administration Division. All signs shall be illuminated or reflectorized when they are used during hours of darkness. All cones, pylons, barricades, or posts used in the diversion of traffic shall be provided with flashers, or other satisfactory illumination if in place during hours of darkness. 25. WORT{ BY CITY FORCES BECAUSE OF NONCONFORMANCE TO CONTRACT Should the Contractor fail to correct deficiencies or public nuisances that have been created because of its operation, then such deficiency or public nuisance will be considered to be of an emergency nature and cause the City to make corrective work. Such work will be done on a force account basis with an additional callout charge of Two Hundred Dollars ($200.00) for each callout. 26. APPRENTICESHIP STANDARDS Where required under law, Contractor shall assume full responsibility for compliance with apprenticeship standards as established by Section 1777.5 of the California State Labor Code. 27. SUBCONTRACTORS The Contractor shall not, without the written consent of the City: a. Substitute any person or firm as subcontractor in place of the subcontractor designated in the original proposal. b. Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. c. Subcontract any portion of the work after bid is submitted if the cost thereof exceeds one -half (1/2) of one (1) percent of the total proposal and a subcontractor was not designated for the work in the original proposal. 28. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and. attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this agreement. 25D -91 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 By: 3 andoval Ch e Assistant City neq -- RECOMMENDED FOR APPROVAL: CALIFORNIA PROFESSIONAL ENGINFERING FRED MOUSAVIPOUR ! Van Nguyen, President Executive Director Tax ID# Public Works Agency 25D -92 EXHIBIT A SCOPE OF WORK PART I — SCOPE OF WORK The North Park Circuit is designated on the attached map. The North Park Circuit has approximately 22,000 LF of wire and 101 poles. Approximately 18 of the poles are double kings with 2 fixtures each. The North Residential Circuit is designated on the attached map. The North Residential Circuit has approximately 30,000 LF of wire and 112 poles. The conduit locations shown on the maps are approximate. It is the Proposer's responsibility to ascertain the quantities of fixtures, wire, pullboxes etc. All proposed locations shall be shown on the final plans designed by the Proposer and approved by the Agency. The Contractor shall provide at its own risk and cost all labor, materials, tools, equipment, and traffic control per the Work Area Traffic Control Handbook ( "WATCH "). This Request for Proposal calls for the removal and replacement of the existing street light cable in the Floral Park Neighborhood which is bordered by Broadway and Flower Street, between 17th Street and the Santiago Creek. This project will require replacing all the cable in the entire system with three new #8 THW wires. The existing poles are required to be rewired with new #12 THW wire, the existing fixtures removed and salvaged, replaced with new PowerLux fixtures and globes. The new fixtures may need minor modifications to fit existing pole configurations. Costs for modification shall be included in the lump sum proposal amount. New service pedestals will be furnished and installed by the Proposer. Proposer shall determine the number of new service points necessary to adequately provide power for the system, using the minimum number of service points possible and shall coordinate with SCE to determine the new service points. All SCE engineering costs will be paid by the City. The SCE planner for this project is Isaac Dominguez 714- 285 -4339 Proposer will locate and intercept existing conduit adjacent to service pedestal and install conduits and pull box adjacent to pedestal. All costs for conduit work, including hardscape replacement, to connect to service pedestal shall be included in lump sum costs. New wire shall be placed into and connected properly in service pedestal. All work, equipment, labor and materials necessary to provide complete functioning system shall be included in the Proposal pricing. Existing globes shall be cleaned, salvaged and delivered to the City yard. The existing streetlight systems were installed in the early 1920's. The exact condition and location of the underground conduit is unknown although the existing cable was installed 5 years ago. The City expects the existing cable to be used to pull in the new wire. Pre - lubrication of the conduits may be necessary. The City does not anticipate that much of the existing conduit will need to be repaired. Similar projects in the area have encountered less than 15% of conduit needing repair. Proposer shall 2501-93 include 15% conduit repair in the proposal. Costs for conduit repair including materials and labor will be included in the lump sum costs proposed. The Proposer may need to excavate to access and disconnect the existing conduit sweeps at the pole foundations to properly pull the new wire. All costs for excavation, including hardscape replacement and conduit disconnect /reconnect shall be included in the lump sum price. Scope of work includes the following: Install new service pedestals per specifications. Remove existing cable from conduit. Intercept existing conduit and install new conduit and pull boxes to connect to new service points. • Re -wire system using existing conduit. • Replace any deteriorated conduit only if it is impossible to pull the new wire through. • Remove and salvage existing fixtures. • Rewire poles and install new fuses and fixtures, etc. per City Standard #1126 -F. Material List: Fixtures: Powerlux PLEDMR /DV/B19/4000/740/120.277/SA Wire: THW red, black, green Conduit: 2" Schedule 80 PVC Fuses: 240V 10A with holder per City Standard #1126 -F two (2) per pole • Service Pedestals: Milbank MILCP3B1 11 15A22SP33 120/240V w/ GFI duplex receptacles; base MILCP16PDMNTCALT PART II SPECIAL PROVISIONS I. EXCAVATING AND BACKFILLING Excavating and backfilling shall conform to Section 86.2.01, "Excavating and Backfilling" of the California State Specifications (CSS) and these Special Provisions. The following paragraph shall be added to Section 86 -2.01: All excavated material in roadway shall be removed from the site and backfilled with compacted crushed aggregate base material topped with temporary asphalt concrete on the same working day as removed. A temporary alternative to backfilling, with permission of the Agency, shall be the placement of steel plates with temporary asphalt concrete ramping at edges of the steel plates. Such plating shall not be allowed for more than five (5) working days, after which backfill shall be required. Slurry backfill: Use of a half -sack cement and sand slurry provided by a commercial ready -mix concrete vendor may be permitted except in parkway areas. The slurry shall be placed monolithic from the bottom of the excavation to the bottom of the existing structural section or sidewalk; or as directed by the Agency. 25D -94 II. CONDUIT Roadway lighting conduit shall conform to the provisions in Section 86 2.05, "Conduit', of CSS and these Special Provisions. Roadway lighting conduit shall be schedule 80 PVC unless shown otherwise on the plans. Insulated bonding bushings will be required. All conduits, excluding SCE service conduits, shall be installed at the depth not less than 36" below finished grade in pavement areas 24 in sidewalk and parkway areas. Only when conduits are to be installed between adjacent pull boxes, from street light pole to pull box or pull box to cabinet where the in- between distance is too short to meet the 42" depth and the 45- degree sweep requirements, the conduit may be installed at shallower depth but not less than 18" below finished grade. After conductors have been installed, the ends of conduits shall be sealed with industry grade sealing compound. Replace sidewalk and pavement in -kind to match existing material, color, and pattern, from score mark to score mark after pull boxes and conduit have been installed. Payment for replacement of sidewalk, pavement, hardscape and landscaping shall be included in lump sum price. All costs for potholing, trenching, boring etc. shall be included in lump sum price. III. PULL BOXES Pull boxes shall conform to the provisions in Section 86 2.06, "Pull Boxes" of CSS, CSP ES -8 and these Special Provisions. Notes 4(a) (5) and 4(b) (10) on CSP ES -8 shall not apply. Pull box size shall be Number 5 except where shown otherwise on the plan or as directed by the Agency. Bottoms shall be bedded in crushed rock. Pull boxes shall not be grouted. Pull boxes shall be polymer concrete reinforced with heavy -weave fiberglass. Pull box covers shall be lightweight (BES lite non - concrete, or approved equal). Pull box lids shall be stamped "LIGHTING'. 24" of wiring shall looped in every pull box. New pull boxes shall not be installed within any curb access ramp. IV. CONDUCTORS Conductors shall conform to the provisions in Section 86 2.08, "Conductors" of CSS and these Special Provisions. Wire shall be THW. V. WIRING Wiring shall conform to Section 86 2.09, "Wiring ", of CSS and these Special Provisions. No. 8 AWG or larger conductors shall be spliced by the and properly insulated. No splices will be allowed Compression -type terminals (spade or eyelet) shall conductors. 2501-95 use of "C" shaped compression connectors in conduit or in poles above handhole, not be permitted for termination on solid —e 1" 7 41 . W� 1 � �, �", 1� AEAJ In PLOWER ,L' :Ij- FLOWER ST Ell ;,T IT L J J- L6f FARMERS OR FLOWER ST I. HrLJOTRoPE DR 1 24 2" ------ 2414 iry N)-O > L4 BROADWAY 25D-96 -'41 ' _ I 25D -97 ANTACLARA V SANTA CLARA AV i tl e W IIA — Su - TI lI12 r -- r -- [ _ - _� -1 - _ om i xn c " le 1 � p „ mry _ 4 - i I ' � � ' � � 'e 1 1 l �' -� I � I .• III � i ,_� -- �j 1 IBTH ST lu I<L 15TH ST _- N� la, rci,- I W ,n ! � I � rc Iw �Ti_i - ] 1i j- 17TH ST 17TH 5T 25D -97 25D -98 COST /FUNDING ANALYSIS PROJECT COSTS California Professional Engineering, Inc. PROJECT FUNDING Contract Base Price $ 512,450 Powerlux LED Light Fixtures $ 78,506 Contingency $ 20,000 TOTAL PROJECT COST $ 610,956 CITY FUNDS FY 13 -14 $408,607 Total City Funds $ 408,607 SOUTHERN CALIFORNIA EDISON OBF Financing $183,919 Energy Efficiency Incentive $18,430 Total SCE Funding $ 202,349 TOTAL PROJECT FUNDING $ 610,956 EXHIBIT 4 25D -99 25D -100 a 0 • .' E416111111 0 • CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES RELATED TO LEGAL CHALLENGES OF MEASURE BB — MEDICAL MARIJUANA INITIATIVE WITH RICHARDS, WATSON & GERSHON,APC (STRAGIC PLAN NOS. 1, 3, 4, 5) 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 Authorize the City Manager and the Clerk of the Council to execute an agreement with Richards, Watson & Gershon, APC, subject to non - substantive changes approved by the City Manager and City Attorney, for legal services related to legal challenges of Measure BB — Medical Marijuana Initiative at the specified rates, for a three -year term ending May 19, 2018, with provisions for one one -year extension, exercisable by the City Manager and the City Attorney for an amount not to exceed $500,000. DISCUSSION Richards, Watson & Gershon, APC, is well known for providing municipal law services to public entities and has done so since 1954. It represents more than 50 public agencies and serves as City Attorney for more than 25 cities. The firm is headquartered in Los Angeles, but has offices in Brea, Temecula, and San Francisco. The City Attorney's Office prepared a request for proposal for the defense of a series of seven (7) lawsuits filed against the City challenging the constitutionality of the City initiative known as Measure BB, and solicited responses from six law firms with specialty experience in defending these types of matters in state court. Richards, Watson & Gershon, APC was selected based upon its municipal law and trial expertise, reasonable billing rates, and significant experience in handling medical marijuana dispensary and zoning litigation matters at the trial and appellate court levels. The City Attorney recommends an agreement with the firm for a three (3) year term with an optional one (1) year extension for a contract amount not to exceed $500,000. The firm will provide legal services at the following rates: $295/an hour for all attorneys and $145 -$166 for paralegals. 25E -1 Special Legal Counsel Services May 19, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 1 Community Safety, Goal No. 3 Economic Development, Goal No. 4. Government Financial Stability, and Goal No. 5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT Funds are budgeted and available in the other contractual services account for the City Attorney's office for FY 2014 -15 in the amount of $80,000. Additionally, funds will be budgeted in other contractual services account for the City Attorney's office for FY 2015 -16 in the amount of $348,070 and for FY 2016 -17 in the amount of $71,930. APPROVED AS TO FUNDS AND ACCOUNTS: Sonia R. Carvalho Francisco Gutierrez City Attorney Executive Director Finance & Management Services Agency Exhlblt: Agreement 25E -2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this _ day of May, 2015, by and between Richards, Watson & Gershon, a California Professional Corporation ( "Attorneys "), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ( "City "). RECITALS A. City desires to employ Attorneys to assist the in -house attorneys for the City ( "City Attorney") in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation, specifically, marijuana dispensary litigation and zoning regulation defense, and desire to undertake said services. 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. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with a series of lawsuits filed against the City challenging the constitutionality of the City initiative known as Measure BB — City Establishment of Medical Marijuana Collectives and Cooperatives, which are entitled (1) Edinger Marketing Center v. City of Santa Ana, Orange County Superior Court Case No. 30- 2015- 00769605, (2) Orange County Growers Association v. City of Santa Ana, Orange County Superior Court Case No. 30 -2014- 00762130, (3) Terra Collective, Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30 -2014- 00762123, (4) Natures Holistic Alternative Patients Association v. City of Santa Ana, Orange County Superior Court Case No. 30- 201,5- 00782237, (5) Live2Love OC, Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30- 2014 - 00762124, (6) Cream Your Dreams, Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30- 2015 - 00781847, and (7) S.A.P.A. Enterprises, Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30 -2015- 00786325 (collectively, the "Actions "). Said services may also include assisting with any other cases or matters involving Measure BB. Attorneys accept said retention and agree to perfonn, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confmn their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED a. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing Actions, compensation at the rate of $295 an hour for all attorneys and $145 -166 an hour for paralegal work. Time will be billed in 1 /10th of an hour increments. The total amount of this Agreement shall not exceed $500,000. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not limited to, mileage, expert; witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of to cents per page. 25E -3 Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with (lie invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e, receipts, invoices, copy of check, etc). 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain warder, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all ,files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, Director of Personnel, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for suumrnary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate three (3) years from said commencement date, unless teminated earlier pursuant to Section 13 below. The term of this Agreement may be extended for one (1) year at the City's option, upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the light, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 25E -4 10. CONFIDENTIALITY If Attorneys receive from the City information, which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 647 -6956 Courtesy Copy: 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 Attorneys: Patrick Bobko, Esq. T. Peter Pierce, Esq. RICHARDS, WATSON, & GERSHON 355 South Grand Ave, 40th Floor Los Angeles, California 90071 -3101 Facsimile: (213) 626 -0078 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given 25E -5 three (3) days after it has been deposited in the United States mail, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by tele£a.esimile, 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 Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys 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 parties, which are not embodied herein. 14. ASSICrNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigntnent, 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 of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attomeys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (3 0) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined arnd prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities, Attorneys affirm 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 4 25E -6 action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:�.e.a✓J.ar ' Teresa L. Judd Assistant City Attorney CITY OF SANTA ANA David Cavazos City Manager RICHARDS, WATSON & GERSHON By: Name: Title: Partner Tax ID No. 25E -7 25E -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING; DATE: MAY 19, 2015 TITLE: RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /G1T7:�i�l�`7 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 21d Reading ® Implementing Resolution ® Set Public Hearing For CONTINUED TO 1 Receive and file the staff report approving Variance Nos, 2015 -03 as conditioned and 2015 -04 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on April 27, 2015 by a vote of 6:0 (Verino absent), the Planning Commission adopted a resolution approving Variance Nos. 2015-03 and 2015 -04 to allow additional major building identification signs at Tustin Centre located at 1525 and 1551 North Tustin Avenue in the Professional (P) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A), Tustin Centre Is requesting approval of three additional major building identification signs: two on an existing 10 -story office tower and one on an existing four -story office building. Pursuant to SAMC Section 41 -867, each office building is permitted a maximum of two major building Identification signs, which are top -floor signs typically used to identify the primary tenant(s) of an office building. Each building that is the subject of the variance application requires review and approval of an individual variance as the complex is an integrated development site comprised of individual parcels and separate addresses. Full -sized plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, 31A-1 Variance Nos, 2015 -03 and 2015 -04 May 19, 2015 Page 2 Objective No. 2 (create new opportunities for business /Job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal Impact associated with this action. Vince Fregoso, Al Interim Executive cEor Planning & Building Agency AP: kg apU \Reports \Staff Reports for CC \VA16.03&04 Tustin Centre SIgns.ou Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST FOR Planning Commission Action l- 3Rtt. 1�lt�Co3drt7aFSFiF [��Csit�ltfr��if.a R_', APRIL 27, 2015 TITLE. PUBLIC HEARING — FILED BY AUSTIN EVELO FOR VARIANCE NOS. 2015 -03 AND 2015 -04 TO ALLOW ADDITIONAL MAJOR BUILDING IDENTIFICATION SIGNS FOR TUSTIN CENTRE LOCATED AT 1525 AND 1551 NORTH TUSTIN AVENUE (STRATEGIC PLAN NO. 3,2) Prepared by Ali PezeShkpour V Interim Exec6t'tve irector PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing for DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Acting Planning Manager 1. Adopt a resolution approving Variance No. 2015 -03 as conditioned. 2. Adopt a resolution approving Variance No. 2015 -04 as conditioned. Request of the Applicant Austin Evelo, representing Tustin Centre, is requesting approval of two variances from the Santa Ana Municipal Code (SAMC) to allow additional major building identification signs at 1525 and 1551 North Tustin Avenue. Specifically, the applicant is requesting a variance from Section 41 -867 of the SAMC to allow two additional major building identification signs (Variance No. 2015 -03) on an existing 10- story office building at 1551 North Tustin Avenue and a second variance (Variance No. 2015 -04) to allow one additional major building Identification sign on an existing four -story office building at 1525 North Tustin Avenue. Project Location and Site Description Tustin Centre is a mixed -use 3.76 -acre multi -unit office and health club complex located at 1501, 1525, and 1551 North Tustin Avenue. The complex is comprised of four distinct structures: a two - story health club currently operating as LA Fitness with a six -level parking garage, a 10 -story office tower, and a four -story office building. The various structures on the site were constructed between 1990 and 2007. The site is surrounded by commercial (retail and restaurant) uses to the north, office uses to the south, office and commercial (retail and restaurant) uses to the west, and the Costa Mesa (SR -55) Freeway to the east (Exhibits 1, 2 and 3). EXHIBIT A 31A-3 Variance Nos. 2015 -03 & 2015 -04 April 27, 2015 Page 2 Project Descriotion Tustin Centre is requesting approval of three additional major building identification signs: two on an existing 10 -story office tower and one on an existing four -story office building. Pursuant to SAMC Section 41 -867, each office building is permitted a maximum of two major building identification signs, which are top -floor signs typically used to identify the primary tenant(s) of an office building, Each building that is the subject of the variance applications requires review and approval of an individual variance as the complex is an integrated development site comprised of individual parcels and separate addresses. If approved; the first variance (Variance No. 2015 -03) would allow two additional major building identification signs for a total of four major building identification signs on the 10 -story office tower located at 1551 North Tustin Avenue. The signs would be placed on the top (tenth) level facing northeast toward Seventeenth Street and the Costa Mesa Freeway, southeast toward the Costa Mesa Freeway, southwest toward Tustin Avenue and the Costa Mesa Freeway, and northwest toward Seventeenth Street and Tustin Avenue. The second variance (Variance No. 2015 -04) would allow one additional major building identification sign for a total of three major building identification signs on the four -story office building at 1525 North Tustin Avenue. The signs would be placed on the top level facing north toward Seventeenth Street, west toward Tustin Avenue and Seventeenth Street, and south toward Tustin Avenue (Exhibit 4). Project Background Tustin Centre is a mixed -use office and health club complex with a variety of office spaces, an LA Fitness gymnasium, and a multi -level parking structure. The complex contains contemporary architecture. The 10 -story, 149 -foot tall office tower contains multiple facades that results in the structure having two distinct wings. The four -story, 66 -foot tall office building features a traditional rectangular space. The entire complex is highly visible, situated prominently near the Seventeenth Street interchange with the Costa Mesa Freeway, and can also be seen from Tustin Avenue and stretches of the Seventeenth Street corridor through Santa Ana, unincorporated County of Orange areas, and neighboring Tustin. Since 1990, a handful of planned sign programs have been approved at Tustin Centre. These sign programs have established uniform colors, fonts, signage types and styles, and other details for proposed or existing signage at the complex. In 2014, the applicant applied for a new sign program to refresh the existing signage at Tustin Centre. The applicants and staff worked together in the subsequent period to refine the proposed sign program and identified signage that would require approval of a variance. The applicant is requesting approval of a variance to allow additional signage for branding and tenant advertising purposes. During this time, the property owner has also completed site improvements for new disabled- access parking and pathways, landscaping, and hardscaping as part of the upgrading of the project site's aesthetics. 31A-4 Variance Nos. 2015 -03 & 2015 -04 April 27, 2015 Page 3 General Plan and Zonina Consistenc The General Plan land use designation for the site is Professional and Administrative Office (PAO), a designation that applies to those areas where professional and /or administrative offices are predominant, or where such development is being encouraged, The Professional and Administrative Office areas are intended to provide a unique environment for office development in those areas of the City where office uses are the predominant land use. The purpose for maintaining and supporting these areas exclusively for office and office - related uses is to encourage major employment centers at locations which significantly lessen the impact to the City's local street system. The project site is consistent with this General Plan land use designation. The site is located within the Professional (P) zoning district. The Professional zoning district allows for office buildings and related professional uses, making the proposed project consistent with the zoning designation. Project Analysis Variance requests are governed by Section 41 -638 of the SAMC. Variance requests may be granted when it can be shown that the following can be established: • That there exists a special circumstance related to the property, such as size, shape, topography, location or surroundings. • That the granting of the variance is necessary for the preservation and enjoyment of substantial property rights. • That the granting of the variance will not be detrimental to the public or surrounding property. • That the granting of the variance will not adversely affect the General Plan. If these findings can be made, then it is appropriate to grant the variances. Conversely, the inability to make these findings would result in a denial. Using this information, staff has prepared the following analysis, which forms the basis for the recommendation contained in this report. Tustin Centre is a multi - building mixed -use office and health club development. The site contains several structures of varying height that are prominently placed near major arterial corridors that connect Santa Ana and Tustin, Moreover, the buildings on the complex are visible from the Costa Mesa Freeway, a heavily - traveled transportation corridor that draws commuters from central and southern Orange County, as well as the Inland Empire via the Riverside (SR -91) Freeway. 31A-5 Variance Nos. 2015 -03 & 2015 -04 April 27, 2015 Page 4 Section 41 -867 of the SAMC contains provisions for major building identification signs, which are intended to brand major commercial buildings and to identify major tenants within such structures. Pursuant to this SAMC section, each office building at Tustin Centre over two stories in height would each be permitted two major building identification signs. However, special site characteristics and architectural components of the buildings have resulted in a configuration in which strict application of the SAMC would limit the site's exposure for tenant advertising and site branding. These characteristics and components include: the location of the structures in relationship to surrounding arterial corridors, building placement both on and off -site that limit exposure and view, and the design and shape of the buildings that have resulted in multiple elevations beyond traditional square towers. The applicant is requesting approval of Variance No. 2015 -03 to allow two additional major building identification signs on the 10 -story office tower located at 1551 North Tustin Avenue. This tower is prominently situated near the Costa Mesa Freeway but is set back nearly 400 feet from Tustin Avenue. Moreover, the building's architecture, while unique in shape, has resulted in an appearance of two conjoined buildings and seven distinct elevations on which signage could reasonably be installed. The applicant's request for two additional top -floor signs, for a total of four major building identification signs, would create an opportunity to effectively brand and market the building in a manner that is also consistent with the intent of the SAMC to balance signage installation and site aesthetics. In addition, the applicant is requesting approval of Variance No. 2015 -04 to allow one additional major building identification sign on the four -story office building at 1525 North Tustin Avenue. Although situated near Tustin Avenue, visibility of the building is limited by the placement of the health club building. Moreover, the four -story building is over 350 feet south of Seventeenth Street; several structures of varying heights further obscure the building's visibility from this view corridor. The applicant's request for one additional top -floor sign, for a total of three major building identification signs, would create an additional opportunity to brand the building and advertise its tenants to passers -by. Approval of this variance would, like Variance No. 2015 -03, also balance signage installation and site aesthetics. In analyzing the applicant's requests for Variance Nos. 2015 -03 and 2015 -04, staff believes that the following findings of fact warrant approval of the variances: The project site has a special circumstance related to its location and surroundings. As detailed in the analysis above, the location of the existing buildings near major arterial corridors and the Costa Mesa Freeway, the placement of the site's buildings, and the shape of the structures create a situation in which strict application of Section 41 -867 of the SAMC limits branding and marketing opportunities of the structures on the project site. Approval of the variances would create opportunities on the project site to brand and market the buildings while also balancing site aesthetics and avoiding visual clutter. 31A-6 Variance Nos. 2015 -03 & 2015 -04 April 27, 2015 Page 5 The granting of the variances is necessary for the preservation and enjoyment of substantial property rights. Additional major building identification signs would assist with branding and marketing efforts of the buildings, reducing vacancy rates, increasing commercial activity, and allowing the property owner the ability to maximize the existing structures to their fullest potential. The placement of these signs has been carefully analyzed and is intended to reduce visual clutter while also increasing each building's visibility and the overall project site's branding efforts. • The granting of the variances will not be detrimental to the public or surrounding properties. The signs are intended to be visible from heavily - traveled commercial corridors and the adjacent Costa Mesa Freeway. The site location and building placements minimize any possibility of visual intrusion onto surrounding commercial properties. Moreover, the nearest residential communities are located almost 500 feet away to the southwest and the northeast. Finally, the project will not adversely affect the General Plan as the proposed signage is consistent with several goals of the General Plan. Approval of the variances supports Policies 4.3, 4.4, and 4.5 of Goal 4 of the Land Use Element (to protect and enhance development sites that are unique community assets). In addition, approval of the variances is consistent with the intent and purpose of Goals 1, 2, and 3 of the Scenic Corridors Element (to improve and provide identity, form, and public image to the City's linear transportation corridors) and Goals 1 and 2 of the Urban Design Element (to improve the physical appearance of the City through creating a sense of place, positive community image, and quality environment, and to improve the physical appearance of the City through development that is proportional and aesthetically related to its district setting). Public Notification The project site is not located within the boundaries of an established Neighborhood Association. However, staff contacted representatives of the City of Tustin, and the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no correspondence, by phone, written, or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15301. The Class 1 exemption allows the operation, repair, maintenance, permitting, or leasing of existing structures. 31A-7 Variance Nos. 2015 -03 & 2015 -04 April 27, 2015 Page 6 The project consists of two variances to allow three additional top -floor major building identification signs. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. In addition, the structure is already served by municipal services, such as roadways, utilities, and parking in a variety of forms. Categorical Exemption Environmental Review No. 2014 -84 will be filed for this project. Strateaic Plan Allanment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Variance Nos. 2015 -03 and 2015 -04 as conditioned. ,0.3:1- Ali Pezeshkpour Assistant Planner I AP:jm ap\WReports\SlaFf Reports for PCWA'1 5-03804 Tustin Centre Signs.pc Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Architectural Site Plans, Elevations, and Photographs 31A-8 R4,, q 60-Al-7200 cS cS Rai p L IN P, —IL z R4 Al N, 0 r AT ELI Al IGIR". All AT 0 R4 i CS ct F)3 Rl R4 FIT Fill Ai Cl T Q c cs EDE C5 C5 "j'— cs 3 cl 14_ , CIS IT 0 Rl R4 R4-PRD RI 1 PI PR SRE IT R4 _- __ ITT III 17 IT RI 1 L5-1 P II R -,J Ri R1- R1 A R4 Fp tE: J., I ol o AT GINORALAGnICULTURIE CR CDMEAERCIALRESIDENTIAL MANN SMALLI.MSINGLE FAMILY RES, 43 PARKING MODIFICATION cc MVERNMEWCENTER R2 LIMITED MULTIPLE FAMILY III C-SM COMMERCIAL SLUTH MAIN Mi LIGHNINDUSTRIAL 10 MEDIUM DENSITY MULTIPLE CI COMMUNITY COMMERCIAL ME HEAVYINDUITRIAL FAMILY RESIDENTIAL CI-MD COMM. COMMERCIAILEHISLUM CISTRIC r ME) MILIMAY OPERATIONS R4 suaI APARTMENTS C2 GENERAL COMMERCIAL 0 OPENSPACE HE REALESTATE C3 CENTHASTRUSITALSS p PROFESSIONAL SO SPEOPICDEVELOPMENT Cl A CENTRAL RUSINESS-ARTIST VILLAGE FOG PLANNED COMMUNITY DEVELOPMENT SIR 5PECIFIrPLAN C4 PLANNED SHOPPING CENTER PRO PLANNED RESIDENNAL DEVELOPMENT CS ARTERIAL COMMERCIAL RI SINGLE FAMILY RESIDENTIAL VA NOS. 2015-3 & 2015-4 TUSTIN CENTRE BUILDING SIGNAGE 1551 &'1525 NORTH TUSTIN AVENUE 500 FEET 1000 FEET P L A N N I N G A N D 9 J I L D i A G A G C N C Y EXHIBIT I 31A-9 VA NOS. 2015 -3 & 2015 -4 TUSTIN CENTRE BUILDING SIGNAGE 1551 & 1525 NORTH TUSTIN AVENUE P L A N N I N G A N D 8 U I L D I N G A G E N C Y LAND USE MAP EXHIBIT2 31A -10 A A- LM -7 -- W I--- « :m 012 A- i r }/ \ P F K y C i i i R i 0 A cm joI I -. , ;",a 0.9 4 0 i E 13 I41 y ,.E 3 n 4 O 5 4 �k a ¢a wo� a a � a _ o _ g m E m wg o u a a � V�o Ij Z I Ld e r� I � _ c u E q U A, 6 � 'V -5 c w ma, a � ro V! c(ggJ O�Q Odd w_ ILi E �E.o' Ea�e 2of X13 ;",a 0.9 4 0 i E 13 I41 y ,.E 3 n 4 O 5 4 �k a ¢a wo� a a � a _ o _ g m E m wg o u a a � V�o Ij Z I Ld st zm q Page «; 21A.14 00 §) \ � } !(§ { ! )\ } N aM 2 z z z gx . . . . . . . . . . . . [ED 1-1 ED E-31 ED EO a ED D ED F3 ED 1:1 Ell F11 131 131 ED EEO Rl F-T] 131 ED EE ED ED D Pill Ell El El EE ED Ell El EO Ell EB EB EE ED El E31 L=9 E-4 F31 El D H-JJ--± aM 2 z z z gx . . . . . . . . . . . . Ell H D, F11 EJI E-11 Ia-] E]l DM= E-B E 07 D HI F-Il D El ED El E31 L=9 E-4 F31 El D H-JJ--± . ... .. . .... ED Ell El D =1 Ell ED D 01 El Ed E-11 L`110 1410 117JF El E3 FD E31 D, EB EE El El L < Ell El El D1 0, Ell 1:11 � 4 Page 4 of 5 31A-15 D d `o i n 1 I I _, o nE F� om vo`o m . 31A -16 0 F a N +- na aAn n'a 1 L1..`. E O e { 1 S' '4 d d 1 l d d R and `o i U _, o nE F� om vo`o m . 31A -16 vN N +- na aAn n'a i3 o ^ o E O me „o v .0 alb � zE ¢tea° au R and `o i mo _, vo nE F� 2n �? :$ Page 5 of 5 31A -16 0 Q a O x x 0 a I <f — u m o' a LS 4/22/15 RESOLUTION NO. 2015 -15 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VARIANCE NO. 2015 -03 AND VARIANCE NO. 2015 -04, AS CONDITIONED, TO ALLOW THREE ADDITIONAL MAJOR BUILDING IDENTIFICATION SIGNS AT TUSTIN CENTRE ON THE PROPERTY LOCATED AT 1525 AND 1551 NORTH TUSTIN AVENUE BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Variance 2015 -03 and Variance 2015- 04, to allow three (3) additional major building identification signs at Tustin Centre located at 1551 and 1525 North Tustin Avenue. B. Tustin Centre is a mixed -use office and health club complex with a variety of office spaces, an LA Fitness gymnasium, and a multi -level parking structure. It includes a 10 -story office tower and another 4 -story office building and is located within the Professional zoning district. C. Section 41 -867 of the Santa Ana Municipal Code (SAMC) allows two major building identification signs on buildings over two stories and is intended to brand major commercial buildings and to identify major tenants within such structures. D. Variance Nos. 2015 -03 and 2015 -04 came before the Planning Commission on April 27, 2015, for a duly noticed public hearing. Variance 2015 -03 would allow two (2) additional major building identification signs for a total of four major building identification signs on the ten -story office tower at 1551 N. Tustin Avenue. Variance 2015 -04 would allow one (1) additional major building identification sign for a total of three major building identification signs on the four -story office tower at 1525 N. Tustin Avenue, E. The Planning Commission determines that for Variance No. 2015 -03 for the ten story building, the following findings, which must be established pursuant to Santa Ana Municipal Code Section 41 -638 in order to grant a variance from the provisions of the Santa Ana Municipal Code, have been established: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location, or Resolution No. 2015 -15 31A-17 Page 1 of 5 surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site at 1551 North Tustin Avenue has a special circumstance related to its location and surroundings. The location of the existing buildings near major arterial corridors and the Costa Mesa Freeway, the placement of buildings both on and off -site, and the shape of the structures create a situation in which strict application of Section 41 -867 of the SAMC limits branding and marketing opportunities of the structures on the project site. Approval of the variance would create opportunities on the project site to brand and market the buildings while also balancing site aesthetics and avoiding visual clutter. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. Additional major building identification signs would assist with branding and marketing efforts of the buildings, reducing vacancy rates, increasing commercial activity, and allowing the property owner the ability to maximize the existing structures to their fullest potential. The placement of these signs has been carefully analyzed and is intended to reduce visual clutter while also increasing each building's visibility and the overall project site's branding efforts. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. The signs are intended to be visible from heavily - traveled commercial corridors and the adjacent Costa Mesa Freeway. The site location and building placement minimize any possibility of visual intrusion onto surrounding commercial properties. Moreover, the nearest residential communities are located almost 500 feet away to the southwest and the northeast. 4. That the granting of a variance will not adversely affect the General Plan of the City. Resolution No. 2015 -15 31A-18 Page 2 of 5 The project will not adversely affect the General Plan as the proposed signage is consistent with several goals of the General Plan. Approval of the variance supports Policies 4.3, 4.4, and 4.5 of Goal 4 of the Land Use Element (to protect and enhance development sites that are unique community assets). In addition, approval of the variances is consistent with the intent and purpose of Goals 1, 2, and 3 of the Scenic Corridors Element (to improve and provide identity, form, and public image to the City's linear transportation corridors) and Goals 1 and 2 of the Urban Design Element (to improve the physical appearance of the City through creating a sense of place, positive community image, and quality environment, and to improve the physical appearance of the City through development that is proportional and aesthetically related to its district setting). F. The Planning Commission determines that for Variance No. 2015 -04 for the four story building, the following findings, which must be established pursuant to Santa Ana Municipal Code Section 41 -638 in order to grant a variance from the provisions of the Santa Ana Municipal Code, have been established: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location, or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site at 1525 North Tustin Avenue has a special circumstance related to its location and surroundings. The location of the existing buildings near major arterial corridors and the Costa Mesa Freeway, the placement of buildings both on and off -site, and the shape of the structures create a situation in which strict application of Section 41 -867 of the SAMC limits branding and marketing opportunities of the structures on the project site. Approval of the variance would create opportunities on the project site to brand and market the buildings while also balancing site aesthetics and avoiding visual clutter. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. Additional major building identification signs would assist with branding and Resolution No. 2015 -15 31A-19 Page 3 of 5 marketing efforts of the buildings, reducing vacancy rates, increasing commercial activity, and allowing the property owner the ability to maximize the existing structures to their fullest potential. The placement of these signs has been carefully analyzed and is intended to reduce visual clutter while also increasing each building's visibility and the overall project site's branding efforts. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. The signs are intended to be visible from heavily - traveled commercial corridors and the adjacent Costa Mesa Freeway. The site location and building placement minimize any possibility of visual intrusion onto surrounding commercial properties. Moreover, the nearest residential communities are located almost 500 feet away to the southwest and the northeast. 4. That the granting of a variance will not adversely affect the General Plan of the City. The project will not adversely affect the General Plan as the proposed signage is consistent with several goals of the General Plan. Approval of the variance supports Policies 4.3, 4.4, and 4.5 of Goal 4 of the Land Use Element (to protect and enhance development sites that are unique community assets). In addition, approval of the variances is consistent with the intent and purpose of Goals 1, 2, and 3 of the Scenic Corridors Element (to improve and provide identity, form, and public image to the City's linear transportation corridors) and Goals 1 and 2 of the Urban Design Element (to improve the physical appearance of the City through creating a sense of place, positive community image, and quality environment, and to improve the physical appearance of the City through development that is proportional and aesthetically related to its district setting). G. In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant effect on the environment. Categorical Exemption Environmental Review No. 2014 -84 will be filed for this project. Section 2. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Variance No. 2014 -03 for 1551 North Resolution No. 2015 -15 31A-20 Page 4 of 5 Tustin Avenue as conditioned in Exhibit A attached hereto and incorporated herein as though fully set forth. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Staff reports and exhibits attached thereto; and, the public testimony, all of which are incorporated herein by this reference. Section 3. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Variance No. 2014 -04 for 1525 North Tustin Avenue as conditioned in Exhibit B attached hereto and incorporated herein as though fully set forth. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Staff reports and exhibits attached thereto; and, the public testimony, all of which are incorporated herein by this reference. ADOPTED this 27th day of April, 2015, by the following vote: AYES: Commissioners: Alderete, Bacerra, Bauer, Gartner, Mill, Nalle (6) NOES: Commissioners: None (0) ABSENT: Commissioners: Verino (1) ABSTENTIONS: Commissioners: None (0) James Gartner Chairperson APPROVED AS TO FORM: Sonia Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Karen Gerardo, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2015 -15 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on April 27, 2015. Date: Planning Commission Secretary City of Santa Ana Resolution No. 2015 -15 31A-21 Page 5 of 5 EXHIBIT A Conditions of Approval Variance No. 2015 -03 (1551 North Tustin Avenue) is approved subject to compliance, to the reasonable satisfaction of the Planning Commission, 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 rip or to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the variance. Failure to comply with each and every condition may result in the revocation of the variance. A. Planning Division All proposed improvements must conform to the Site Plan Review approval of DP No. 2014 -37 and the staff report exhibits. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. Any amendment to the locations of the proposed top -floor major building identification signs must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the variance must be amended. B. Police Department The existing tenant space and required parking must conform to the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project's lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. 31A-22 EXHIBIT B Conditions of Approval Variance No. 2015 -04 (1525 North Tustin Avenue) is approved subject to compliance, to the reasonable satisfaction of the Planning Commission, 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 variance. The applicant must remain in compliance with all conditions listed below throughout the life of the variance. Failure to comply with each and every condition may result in the revocation of the variance. A. Planning Division All proposed improvements must conform to the Site Plan Review approval of DP No. 2014 -37 and the staff report exhibits. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 1 Any amendment to the locations of the proposed top -floor major building identification signs must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the variance must be amended. B. Police Department The existing tenant space and required parking must conform to the provisions of Chapter 8, Article Il, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project's lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. 31A-23 31A-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: RESOLUTION RELATED TO THE FINANCING OF EQUIPMENT, INSTALLATION AND PARTNERSHIP COSTS FOR THE 800 MHZ COMMUNICATIONS SYSTEM PROJECT {STRATEGI fir(. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager or the Executive Director of Finance to enter into a ten -year agreement with Holman Capital Corporation (Holman) commencing July 15, 2016 for an amount not exceed $1,125,086 for the purpose of financing the Orange County 800 MHz project Partnership Costs for fiscal year 2015 -16 and 2016 -17, contract contingency, installation and programing of equipment, and execute any assurances and /or documents required for said agreement. DISCUSSION 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 and Public Works agencies along with the Fire Services. A Joint Agreement to determine the operations, maintenance and financial management of the CCCS was executed in November 2001, and subsequently 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 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. 55A -1 Resolution Related to 800 MHz System Partnership Costs May 19, 2015 Page 2 On May 5, 2015, the City Council approved an agreement amendment with the County of Orange for the operation, maintenance and financial management of the 800 MHz system, renewing our commitment to the system. In addition, Council approved a lease- purchase agreement with Motorola to fund necessary radio equipment upgrades. Partnership Costs Partnership costs, allocated by the total number of radio's in each agency's inventory as provided to the County, are distributed to all law, fire, public works and lifeguard agencies that utilize the 800 MHz system. The 800 MHz radio infrastructure equipment that is at or near its end of life will be replaced with a newer version. Specifically, 565+ Quantar radio base stations countywide will be replaced with new GTR8000 models that comply with the "Next Generation" radio system. In addition, ancillary equipment at 25 radio sites will be replaced by fiscal year 2016 -17. The City's costs (Partnership Costs), for participating in the Next Generation systems, payable over the following three fiscal years are as follows: FY 2015 -16 - $227,713; FY 2016 -17 - $613,451; and FY 2017 -18 - $1,412,872, totaling $2,254,036. The proposed agreement with Holman Capital will provide the funding necessary to fulfill the City's commitment for the first two years of the 800 MHz backbone upgrade costs. Third -year (FY 2017 -18) Partnership Costs in the amount of $1,412,872 will be funded as part of a future financing agreement in order to minimize long term interest expenses. Financing of Proiect The 800 MHz project consists of equipment and non - equipment items. Equipment related items include Console and Portable Radio equipment along with Hot Red Radio's. These items were funded by a Motorola lease- purchase agreement approved by the City Council on May 5, 2015. Non - equipment items consist of system backbone Partnership Share costs, installation and programing for the above - referenced equipment. Recommendation is made for the City to enter into a finance agreement with Holman, for an amount not to exceed $1,125,086 (principal and interest costs) and a ten year term, for the purpose of financing the non - equipment costs of the project noted on Table A below. Holman has agreed to delay the first payment until July 1, 2016. Payments for this ten year agreement will be spread over nine years, $125,009.48 per year, for a total of $1,125,086. 55A -2 Resolution Related to 800 MHz System Partnership Costs May 19, 2015 Page 3 TABLE A Fiscal Year Principal Interest Total (P &I) FY 2015 -16 Partnership Costs 227,713 40,569 268,282 FY 2016 -17 Partnership Costs 613,451 109,291 722,742 FY 2017 -18 Partnership Costs* 0 0 0 Programming and Installation 93,790 16,709 110,499 Contingency 20,000 3,563 23,563 954,954 1 170,132 1 1,125,086 'Note: -rhe FY 2017 -18 Partnership Costs of $1,412,872 will be funded as part of a separate future financing agreement to minimize long term interest expenses. Proposals related to non - equipment costs were requested from Motorola, Holman and the County of Orange. The County preliminary advised the term of the lease would be for a fixed time period of fifteen years. The time period of the lease would be greater than the useful life of the equipment and would bind the City to higher borrowing costs (interest expense) as result of extending the term farther than the term proposed by Holman. Motorola advised it was unable to provide the City an option to fund non - equipment components of the project. Analysis of Holman's proposal disclosed a flexible and cost - effective option, specifically the first debt service payment would not be due until July 2016 and quarterly payments will become due thereafter. 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 Total agreement amount is $1,125,086. Funds for the balance of the lease beginning in fiscal - year 2016 -17 thru fiscal year 2024 -25, in the amount of $125,009.48 (annual payment which represents four quarterly payments totaling $31,252.37 each) will be budgeted on an annual and allocated basis in the following funds and accounts: • Police Department for the amount of $106,362.35 (account no. 01114465- 67200) Planning and Building Agency for the amount of $6,382.58 (account no. 01116500- 67200) 55A -3 Resolution Related to 800 MHz System Partnership Costs May 19, 2015 Page 4 • Parks Recreation Community Services agency for the amount of $1,877.23 (account no. 01113200 67200) Public Works Agency for the amount of $9,260.99 (account no. 06017640 -67200 for $5,756.83, account no. 06817640 -67200 for $281.58, account no. 06817641 -67200 for $657.03, account no. 06817642 -67200 for $156.44, account no. 06817643 -67200 for $406.73, account no. 01117620 -67200 for $876.04, account no. 08617611 -67200 for $876.04, account no. 10117601 -67200 for $125.15, and account no. 10117605 -67200 for $125.15). • Finance and Management Service Agency for the amount of $1,126.34 (account no 07510100 67200 for $1,001.19, and account no. 02710131 67200 for $125.15). Ci Carlos Rojas Chief of Police Santa Ana Police Department M11 1- Gerarpo Mouet ExecL4ive Director Parks, Recreation and Community Services Agency Fr d JMo Executive Director Public Works Agency SV /RC /TH Exhibit: 1. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Vince C. Fregos AICP Interim Director o e- Planning & Building Agency 2. Agreement with Holman Capital Corp. 55A -4 LAR/05/19/15 RESOLUTION NO. 2015 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR EXECUTIVE DIRECTOR OF FINANCE TO ENTER INTO A TEN YEAR FINANCING AGREEMENT WITH HOLMAN CAPITAL CORPORATION FOR FINANCING OF THE CITY'S PORTION OF THE 800 MHZ COUNTYWIDE COORDINATED COMMUNICATIONS SYSTEM BACKBONE UPGRADE FOR P25 COMPLIANCE, EXECUTE AN ESCROW AGREEMENT, AND 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 and provides 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 1 Resolution No, 2015 -XXX Page 1 of 4 55A -5 E. The City of Santa Ana, in conjunction with the other member agencies of the 800 MHz Countywide Coordinated Communication System, has determined that there is a true and real need for the upgrade of the system backbone 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. F. The City of Santa Ana's share of the backbone and /or system upgrade and cost for purchase of P25 compliant equipment was estimated by the County of Orange (lead agency for the joint powers agreement) to be $8,055,506.00 over the next three years. G. Partnership costs, allocated by the total number of radios in each agency's inventory as provided to the County, are distributed to all law, fire, public works and lifeguard agencies that utilize the 800 MHz system. The 800 MHz radio infrastructure equipment that is at or near its end of life will be replaced with a newer version. Specifically, 565+ Quantar radio base stations countywide will be replaced with new GTR8000 models that comply with the "Next Generation" radio system. In addition, ancillary equipment at 25 radio sites will be replaced by fiscal year 2016 -17. H. The City's costs (Partnership Costs), for participating in the Next Generation systems, payable over the following three fiscal years are as follows: FY 2015 -16 - $227,713; FY 2016 -17 - $613,451; and FY 2017 -18 - $1,412,872, totaling $2,254,036. The financing agreement with Holman Capital Corporation will provide the funding necessary to fulfill the City's commitment for the first two years of the 800 MHz backbone upgrade costs, along with the programming, installation and contract contingency at an amount not to exceed $1,125,086 (principal and interest costs). I. The City of Santa Ana has determined that the financing agreement with Holman Capital Corporation for the City's portion or partnership costs of the 800 MHz Countywide Coordinated Communication System backbone (i.e. "Next Generation" radio system) upgrade 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 Executive Director of Finance to enter into a ten (10) year financing agreement with Holman Capital Corporation for the City's portion of the 800 MHz Countywide Resolution No. 2015 -XXX Page 2 of 4 'P�PM Coordinated Communication System backbone system upgrade along with the programming, installation and contract contingency; enter into an escrow agreement with Holman Capital Corporation as part of the financing agreement through American River Bank, and execute any documents and /or make any assurances that are necessary for the execution 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. 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. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 55A -7 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 that 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 Resolution No. 2015 -XXX Page 4 of 4 y • INDEX TO LECAL DOCUMENTS NON - BANK - QUALIFIED, APPROPRIATION - BASED, ESCROW FUNDED TAX - EXEMPT EQUIPMENT LEASE - PURCHASE AGREEMENT DATED MAY 22, 2015 BY AND BETWEEN HOLtMAN CAPITAL CORPORATION And CITY OF SANTA ANA Lease Documents: Tab 1: Equipment Lease- Purchase Agreement; Tab 2: Exhibit A - Equipment Schedule; Tab 3: Exhibit B — Notice and Acknowledgment of Assignment; Tab 4: Exhibit C -1 -- Insurance Coverage Request; "Cab 5: Exhibit C -2 — Self- Insurance Rider (if applicable); Tab 6: Exhibit D - Essential Use Certificate; Tab 7: Exhibit E - Incumbency Certificate; Tab 8: Exhibit F - Opinion of Lessee's Counsel; Tab 9: Exhibit G - Reserved; Tab 10: Exhibit 11- Post Issuance Tax Compliance Procedures Tab 11: Exhibit I- Escrow Agreement Tab 12: Resolution of Lessee; Tab 13: UCC -1 Financing Statement with attached Schedule A (prepared and filed by Investor); Tab 14: Form 8038 -G; Tab 15: Closing Memorandum(Payment Proceeds Direction; and Tab 16: Equipment Acquisition Contract Assf nment Documents (Lessor and Investor Only): Tab 17: Assignment Agreement with Schedule A thereto. � r HOLMAN CAPITAL CORPORATION City of Santa Ana' Holman Capital Corporation EXiI Iblt 2 Page 0 of I I P,quipmonl Lease- Purchase Agreement May 6, 2015 WCSR 33973592v3 55A -9 EQUIPMENT LEASE - PURCHASE AGREEMENT 1. Agreement. Subject to the terms and conditions contained in this Equipment Lease - Purchase Agreement dated May 22, 2015 (this "Lease Agreement "), HOLMAN CAPITAL CORPORATION, as lessor ( "Lessor"), whose mailing address is 29883 Strata Margarita Parkway, Suite 100, Rancho Santa Margarita, CA 92688, hereby purchases from and agrees to sell, transfer and lease back to the CITY OF SANTA ANA, as lessee ( "Lessee "), whose mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702, and Lessee hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment ") described in Exhibit A attached hereto. 2. Term. The term of this Lease Agreement (the "Lease Term ") begins as of the Commencement Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Paragraph 10, (b) Lessor's election to terminate this Lease Agreement pursuant to Paragraph 16, (c) Lessee's option to terminate this Lease Agreement pursuant to the second paragraph of Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder. 2.5. Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement (an "Escrow Agreement ") dated the Commencement Date, between Lessor, Lessee, and American River Bank, as escrow agent, relating to the escrow fund (an "Escrow Fund ") created thereunder. On the Commencement Date, Lessor shall deposit: $954,954.00 into the Escrow Fetid to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement; for the acquisition of the Equipment ($949,954.00) and for the payment of issuance costs ($5,000.00), which shall be disbursed as provided for in the Closing Memorandum of even date herewith. 3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Tern in the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable hereunder shall be made to Lessor at its above- stated address or as it shall otherwise designate in writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal. Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this Lease Agreement at the end of any fiscal year of Lessee as identified in Exhibit A (a "Fiscal Year ") if sufficient funds are not appropriated by Lessee's Governing Body to pay rental payments and other amounts due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation'). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation. Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally available funds to pay all rental payments hereunder due (if any) during the current Fiscal Year hereunder ending on June 30, 2015; (U) the officer of Lessee responsible for budget preparation will do all things lawfully within his /her power to obtain appropriated funds for the payment of rental payments and other amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term with the understanding that any such appropriation is within the sole discretion of the Lessee's Governing Body; and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Lease Agreement . If an Event of Nonappropriation hereunder shall occur, Lessee agrees to comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination. City orSanta Ana / Holman Capital Corporation Equipment Lauc- Purchase Agieemeni wCSR 33973592v3 55A -10 Page I of I I May 6, 2015 Lessee's obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. 4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to make rental payments for the Lease Term as long as it has sufficient appropriations or, if any /applicable, other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit D. S. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND /OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the Contractor thereof (as such term is defined in Exhibit A hereto). Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease Agreement for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to took solely to the Contractor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis- delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable hereunder, Lessee (or the County or 911 System Upgrade Conunittec of which it is a part) has selected both the Equipment and the Contractor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Contractor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. 6, Delivery and Acceptance; Quiet Enjoyment. Lessee, or its assignee, shall accept the Equipment for which disbursement is requested from the Escrow Fund upon its delivery and authorizes Lessor to insert on Exhibit A any additional description of the items of Equipment so delivered. As evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the beneficial use of said Equipment, subject to the terms of this Lease Agreement. Lessor hereby acknowledges and City of'Santa Arai / Holman Capital Corporation EgttlpnxGV Lease- Purhase Agmcmenl wCSR 334735920 55A -11 page2 of 11 May 6, 2015 consents to the assignment of the Lessee's interest in the Equipment to the County of Orange (the "County" or "Designated Assignee "). Lessor expressly acknowledges that the Designated Assignee shall own and operate the Equipment for the collectively beneficial use of participating agencies, including the Lessee as set forth in the Joint Agreement for Operation, Maintenance, and Financial Management of the 800 MHz Countywide Coordinated Communication System dated November 2004 and all amendments thereto between the County and participating agencies (the "Management Agreement'). Lessor acknowledges that Lessee is solely responsible for the payment of its pro -rata share of the System for use of the Management Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment hocation" stated fit Exhibit A and Lessee shall not remove any of the Equipment therefrom (except as within the Equipment's normal and contemplated use) without Lessor's prior written notice. Lessee, or the Designated Assignee, shall use the Equipment in a careful manner and shall at all times, pursuant to the terms of the Management Agreement with the County of Orange and member agencies, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee, or the Designated Assignee, shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor. Notwithstanding the foregoing, Lessor acknowledges and agrees that the Equipment is the Lessee's pro rata share or portion of a county -wide System (as defined in Exhibit A) upgrade. As such, the parties understand and agree that Lessee's obligations to repair, upgrade, and make any modifications or alterations to the Equipment shall: (1) be solely with respect to the Equipment (i.e. its pro rata Cost Share (as defined in Exhibit A) thereof) , and (2) not be required to the extent that either the entire county -wide system is not modified, or such modifications may interfere with the rights of other participants in the System. 8. Security Interest; Title to Equipment. To secure the performance of all of Lessee's obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest on the beneficial use of the Equipment delivered hereunder and on any attachments, proceeds therefrom. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, financing statements, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation of Lessor's rights hereunder. As further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund and all proceeds (cash and non -cash) thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code. Lessee, at its expense, will protect acid defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons; provided, however, that Lessee shall not be responsible for liens or encumbrances permitted by other participants or users of the System, Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon any premises owned by the Lessee and where the Equipment is located in order to inspect the Equipment. (b) Solely with respect to Equipment that is not comprised of vehicles and during the Lease Term, ownership aril legal title of all of the Equipment and all substitutions, repairs, modifications, and replacements shall be in the Designated Assignee, and Lessee shall request the Designated Assignee to take all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and, by this Lease Agreement, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment, or Lessee's, or the Designated Assignee's use, maintenance, operation, storage, or City ul'Sanla Ana; Holman Capital Corporation Equipnxnl Lease - Purchase Agreement WCSR 339735920 55A -12 Page 3 nP 1i May h, 2a I5 maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreement pursuant to Paragraph 16 hereof or an Event of Nonappropriation occurs hereunder, Section 16(c) of this Lease Agreement shall be applicable. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons; provided, however, Lessee shall not be responsible for claims, liens or encumbrances permitted by other participants or users of the Equipment. (c) As further security therefor, Lessee hereby agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code with respect to any and all Equipment hereunder, except that Lessor will not have the right to dispossess other users and participants in the System or otherwise interfere with the operation of the System. 9. Personal Property. The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty. Lessee covenants that, unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease. At Lessor's request, Lessee shall provide Lessor with a waiver from each landlord and /or mortgagee of the premises in which the Equipment is to be located of which Lessee has control thereof of any rights that such landlord and /or mortgagee may have in respect of any of the Equipment. Lessee will also provide any information as may be reasonably requested by Lessor with respect to any fixture filings that Lessor may deem necessary. 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, and this Lease Agreement shall terminate: (a) upon payment in full of the rental payments and all other payments then due hereunder or (b) on any rental payment date hereunder, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment pursuant to this provision, by paying to Lessor, in addition to the rental payment due on such date, an amount equal to the concluding payment (the "Concluding Payment ") shown for such rental payment date in the rental payment schedule in Exhibit A. Lessee shall not have the option to purchase the Equipment hereunder as provided in the foregoing clause (b) on any rental payment date hereunder for which a Concluding Payment is not stated in the rental payment schedule. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obligation hereunder because of any such occurrence. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self - insurance) to which Lessee in entitled to or condermtation award which Lessee receives to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement ofthe Equipment so affected or (it) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. City or Santa Ana / Holman Capital Corporation Equipment Lease- Purchase Agrcemenl W CS I2 339735920 55A -13 Page 4 or I I May G, 2015 12. Insurance. Lessee is self - insured up to $1,000,000 with respect to equipment such as the Equipment under an actuarially sound self - insurance program that is acceptable to and approved by Lessor, Lessee shall maintain during the Lease Term such actuarially sound self- insurance program and shall provide Lessor a certification in the form of Exhibit C -2 together with evidence of the self - insurance program in form and substance satisfactory to Lessor. 13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (otter than those created hereunder) and encumbrances, and to pay the Lessee's pro -rata share of charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor itmnediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to otherwise effectuate the intent of this Lease Agreement. 14. Indemnification. To the extent authorized by law, Lessee shall indemnify and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs ( "Claims "), arising out of the ordering, purchase, delivery, rejection, non- delivery, ownership, selection, possession, operation, control, use, condition, maintenance, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease Agreement for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven, direct and proximate gross negligence or willful misconduct of Lessor. 15. Assignment; Subleasing. EXCEPT AS OTHERWISE AUTHORIZED HEREIN, LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE 'TRANSFER OR ENCUMBER ANY OF TfS RIGHTS UNDER 'THIS LEASE AGREEMENT, THE ESCROW AGREEMENT (INCLUDING THE ESCROW FUND CREATED THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPI..OYE.ES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Lease Agreement, and the Escrow Agreement (including the Escrow Fund created thereunder), including, but not limited to, Lessor's rights to receive the rental payments hereunder or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however, Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the tern of this Lease Agreement, Lessee shall keep, City of Santa Ana i Holman Capital CmPontion Equipment LeaseTfflal aic Agreement WCSR 33973592v3 55A -14 Page 5 of I I May 6, 2015 or cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code "). Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days after request therefor in the form attached as Exhibit B hereto Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. 16. Events of Default; Remedies. (a) Each of the following events constitutes an "Event of Default" hereunder: (i) Lessee fails to pay in full the rental payment due hereunder on any date upon which such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (iv) any warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on the date trade; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy, seizure or attachment thereof or thereon; or (iv) Lessee defaults in its obligations under any other agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement. (b) Immediately upon the occurrence of an Event of Default hereunder: (i) Lessor may dernand payment of all rental payments and other amounts that may have been appropriated through the end of the then current Fiscal Year and terminate this Lease Agreement or Lessee's rights hereunder; and (it) Upon return (if applicable as per Section 16(c) hereunder), if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (x) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (y) pay to Lessor the reasonable costs of such repair and restoration. (c) Following any Event of Default or Event of Nonappropriation hereunder, Lessor may request and require that Lessee refrain from using the Equipment, return the Equipment (but only that portion of the Equipment, if any, that is used solely by the Lessee and that would not affect the rights of other users and participants in the System), purge any software and programming from its operating systems and destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee will provide Lessor with reasonable certifications as to the foregoing. In the event that any such Equipment is returned to the Lessor, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests arising by, through or under the Lessee to which the Equipment may have become subject. If Lessor is able to (i) recover any Equipment, (ii) sell or otherwise liquidate the Equipment (or any portion thereof) following an Event of Default or an Event of Nonappropriation, and (iii) realize net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Lease Term plus any other amounts Olen due hereunder, Lessor shall immediately pay the amount of any such excess to Lessee. (d) If Lessor terminates this Lease Agreement under this Paragraph 16 or an Event of Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee otherwise refuses to pay rental payments hereunder due during a Fiscal Year for which Lessee's governing body has appropriated sufficient legally available hinds to pay such rental payments due hereunder, Lessor (i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have been made to be immediately due and payable, (it) shall be entitled to bring such action at law or in equity City of Santa Ana , dolman Capital Cmp cation Equipment Lease -PuMme Agreement WCSR 33973592v3 55A -15 Page 6 or I I May 6, 2015 to recover money and other damages attributable to such holdover period for the Equipment, and (iii) will be entitled to recover interest on all such amounts at the Default Rate. (e) Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity, except that Lessor may not recover any Equipment that would interfere with the rights of any other users or participants in the System, or involuntary dispossess any party other than the Lessee of its right to use the System. All rights and remedies of Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses (including attorney's fees) reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available finds. 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within ten (10) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the "Default Rate," which is one percent (1 %) per month, or the maximum amount permitted under applicable law, whichever is less, Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. 18. Rental Payments to Be Unconditional. Except as expressly set forth to the contrary in this Lease Agreement (including Paragraph 3), Lessee agrees that as of the Commencement Date, Lessee's obligations hereunder are absolute and unconditional and shall continue without set -off, deduction, counterclaim, abatement, recoup ri nt, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action which omission would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to (a) execute and deliver to Lessor, upon Lessor's request, a tax certificate and agreement in form and content acceptable to Lessor and Lessee, relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments hereunder for federal income tax purposes; (b) complete and file in a timely manner an information repotting return as required by the Code; and (c) rebate an amount equal to excess earnings on the Escrow Fund to the federal government if required by, and in accordance with, Section 148(0 of the Code, and make the determination and maintain the records required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thercoo to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly rental payments hereunder. Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Fund will not be used in a manner that will cause this Lease Agreement to be classified as an "arbitrage bond" within the meaning of Section 148(a) of the Code. City or Santa Ana/ Helaine Capital Corporation 6gnipment Lease- Pnrohwse Agreement WCSR 339735920 55A -16 Page 7 or I I May G, 2015 If Lessee breaches the covenants contained in this Paragraph 19, the interest component of rental payments hereunder may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each rental payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludability (including without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease Agreement not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lesser; be considered the owner of the Equipment hereunder for federal income tax purposes. 20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a political subdivision of the State of California, within the meaning of Section 103(c) of the Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Lease Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this Lease Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this :Lease Agreement and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true, and correct copy of an incumbency Certificate in substantially the form attached as Exhibit E hereto relating to the authority of the officers who have executed and delivered this Lease Agreement and who will execute and deliver this Lease Agreement and the Escrow Agreement and all documents in connection herewith and therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease Agreement and the Escrow Agreement. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way thrifts, restricts or prevents Lessee from entering into this Lease Agreement and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally, (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease Agreement or the Escrow Agreement, or any other agreement or instrument to which Lessee is a party and that is used or contemplated for use in the consummation of the transactions contemplated by this Lease Agreement or the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Agreement and the Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (f) The payment of the rental payments or any portion thereof hereunder is not (under the terms of this Lease Agreement) directly or indirectly (i) secured by any interest in property used or to be City of Santa Ana / Hohnan Capital Corporation Equipment Lease- Pamhase Agreement WCSR 33973592v3 55A -17 Page 8 of I I May 6, 2015 used in any activity carried on by any person other than a state or local govenmiental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other set-vice contract with respect to the use and operation of the Equipment as previously described. (g) The entering into and performance of this Lease Agreement and the Escrow Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default tinder, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which lessee is a party or by which it or its assets may be bound, except as herein provided. (h) Lessee's name as indicated on the first page of this Lease Agreement is its true, correct, and complete legal name. (i) The useful life of the Equipment will not be less than the Lease Term hereof. 0) Lessee has entered into this Lease Agreement for the purpose of purchasing, acquiring, and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor from the Escrow Fund to the Contractor (or to the Lessee or County as a reimbursement as applicable), and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery hereof, unless a proper reimbursement resolution has been passed and the Lessee has complied with all reimbursement requirements under the Code, including, without limitation, Treasury Reg. 1:150. (k) The application, statements, and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into this Lease Agreement and the Escrow Agreement. (1) During the term of this Lease Agreement, Lessee shall (i) provide Lessor, at or prior to the end of each Fiscal Year (commencing with the current Fiscal Year), with current budgets or other proof of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability to continue the Lease Tenn for the next succeeding Fiscal Year as may be reasonably requested by Lessor and (ii) furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee's auditor. (m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit G hereto. (n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder over the amount deposited by Lessor in the Escrow Fund and interest earnings thereon. (o) Lessee has experienced no material change in its financial condition since June 30, 2014. (p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and City of Santa Anti / Holman Capital Corporation Equipment Lease- Purchase Agreement WCS12 33973592v3 55A -18 Page 9 or 1 I May 6, 2015 obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to this Lease Agreement from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice. 21. Execution in Counterparts; Chattel Paper. This Lease Agreement may be executed in several counterparts, cacti of which shall be an original and all of which shall constitute but one and the same instrument; provided, hovrevcr, that only Counterpart No. 1 hereof shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. 22. Applicable Law. This Lease Agreement shall be construed under the laws of the State of California. 23. Binding Effect; Sevembility; Survival. This Lease Agreement shall not become effective until accepted by Lessor at its herein- described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives, and assigns. No provision of this Lease Agreement that may be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain in full force and effect. 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Lease Agreement and the Escrow Agreement constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes hereof and any assignment hereof. If a court with competent jurisdiction rules that the interest rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. [Remainder of page intentionally !eft blank] City of Santa Ana! Holman Capital Cwporidon Equipment Lease- Purchase Agreement WCSR 339735920 55A -19 Page 10 oft[ May 6, 2015 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT LEASE- PURCHASE AGREEMENT. HOLMAN CAPITAL CORPORATION, Lessor CITY OP SANTA ANA, CA, Lessee By: x Lance S. Holman President & CEO By: x Name: David Cavazos Title: City Manager Counterpart No, ` of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. APPROVED r,� AS�TjO FORM Laura A. Rossini Senior Assistant City Attorney City of Santa Ana 1 I[ohnmt Capital Corporation Equipment Lease - Purchase Agreemeol WCSR 33973592v3 55A -20 Page I I of I I May U, 2015 EXHIBIT A EQUIPMENT SCHEDULE TO EQUIPMENT LEASE - PURCHASE AGREEMENT DATED MAY 22, 2015 DESCRIPTION OF THE EQUIPMENT: The "Equipment" is Lessee's pro rata portion and Cost Share of 800 MHz Countywide Coordinated Communications System (the "System "), as more fully described in that certain Joint Agreement for the Operation, Maintenance and Financial Management of the Orange County 800 Megahertz Countywide Coordinated Communications System dated November 23, 2004, the Lessee, Orange County, CA, and various other parties thereto, the Amendment to the foregoing dated as of May 5, 2015, and a Letter Agreement dated February 20, 2014 between Orange County, CA and the Lessee (collectively, the "Equipment Acquisition Contract "). The term "Contractor shall have it meaning as set forth in the Equipment Acquisition Contract, The Equipment and project to be performed under the Equipment Acquisition Contract will be financed by this Equipment Schedule dated May 22, 2015 to that Equipment Lease - Purchase Agreement dated May 22, 2015 by and between Holman Capital Corporation and the City of Santa Ana, and such Equipment shall, include, without limitation, the following: Equipment Amount Location Equipment DATE TOTAL RENTAL Installation /Programming $ 93,790.00 Various* 911 System Backbone NUMarR DUE completed in FY 1546 $ 227,713.00 Various* 911 System Backbone COMPONENT E PURCHAS OrTION 0 completed in FY 15 -16 $ 613,451.00 Various* Contingences_ $ 15,000.00 Various* _ Total Project Cost: $ 949 954.OU $ Documentation Fee $ 5 U00 00 $ Total Equipment Cost: $ 954,954.00 2 2. EQUIPMENT LOCATION: *The total project will be a county -wide upgrade and installation of a 911 emergency system that will be paid for by each city, municipal corporation, and other bodies corporate and politic in Orange County up to its pro rata share of the System; however, this Lease will only finance Equipment that constitutes the Lessee's pro rata share of the System; however, that specific Equipment and work may be installed at the Lessee's facilities, or such other locations in Orange County. Specific locations for Equipment will be set forth on each Acceptance Certificate and/or Disbursement Request, but will be limited to the foregoing locations, including 20 Civic Center Plaza, Santa Ana, CA 92702. 3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: PAYMENT DATE TOTAL RENTAL INTEREST PRINCIPAL NUMarR DUE PAYMENT DUE. COMPONENT COMPONENT E PURCHAS OrTION 0 5/22/2015 1 7/30/2016 $ 31,234.25 $ 34,630.11 $ (3,395.86) $ 987,100.36 2 10/30/2016 $ 31,234.25 $ 7,187.62 $ 24,046.63 $ 962,332,33 3 1/30/2017 $ 31,234.25 $ 7,007.27 $ 24,226.98 $ 937,378.54 4 4/30/2017 $ 31,234.25 $ 6,825.57 $ 24,408.68 $ 912,237.60 5 7/30/2017 $ 31,234.25 $ 6,642.51 $ 24,591.74 $ 886,908.10 6 10/30/2017 $ 31,234.25 $ 6,458.07 $ 24,776.18 $ 861,388,04 7 1/30/2018 $ 31,234,25 $ 6,272.25 $ 24,902.00 $ 835,677.78 WCSR 339735920 mel 55A -21 8 4/30 /2018 $ 31,234.25 $ 6,085.03 $ 25,149.22 $ 809,774.08 9 7/30/2018 $ 31,234.25 $ 5,896.41 $ 25,337.84 $ 783,676.11 10 10/30/2018 $ 31,234.25 $ 5,706.38 $ 25,527.87 $ 757,382,40 11 1/30/2019 $ 31,234.25 $ 5,514.92 $ 25,71933 $ 730,891.49 12 4/30/2019 $ 31,234,25 $ 5,322.03 $ 25,912.22 $ 704,201.91 13 7/30/2019 .$ 31,234.25 $ 5,127.68 $ 26,106.57 $ 677,312.14 14 10/30/2019 .$ 31,234.25 $ 4,931.88 $ 26,302.37 $ 650,220.70 15 1/30/2020 ,$ 31,234.25 $ 4,734.62 $ 26,499.63 $ 622,926.08 16 4/302020 $ 31,234.25 $ 4,535.87 $ 26,698.38 $ 595,426.75 17 7/30/2020 $ 31,23425 $ 4,335.63 $ 26,898.62 $ 567,721,17 18 10 /30 /2020 $ 31,234.25 $ 4,133.89 $ 27,100.36 $ 539,807.80 19 1/30/2021 $ 31,234.2.5 $ 3,930.64 $ 27,303.61. $ 511,685.08 20 4/302021 $ 31,234.25 $ 3,725.86 $ 27,508.39 $ 483351,44 21 7/30/2021 $ 31,234.25 $ 3,519.55 $ 27,714.70 $ 454,805.30 22 10/30/2021 $ 31,234.25 $ 3,311.69 $ 27,922.56 S 426,045.06 23 1130/2022 $ 31,234.25 $ 3,10227 $ 28,131.98 $ 397,069.12 24 4/30/2022 $ 31,234.25 $ 2,891.28 $ 28,342.97 $ 367,875.86 25 7/30/2022 $ 31,234.25 $ 2,678.71 $ 28,555.34 $ 338,463.65 26 10/30/2022 $ 31,234.25 $ 2,464.54 $ 28,769.71 $ 308,830.85 27 1/30/2023 $ 31,234.25 $ 2,24837 $ 28,985.48 $ 278,975.81 28 4/30/2023 $ 31,234.25 $ 2,031.38 $ 29,202.87 $ 248,896.85 29 7/30/2023 $ 31,234.25 $ 1,81236 $ 29,421.89 $ 218,592.31 30 10/30/2023 $ 31,234.25 $ 1,591.69 $ 29,64156 $ 188,060.47 31 1/302024 $ 31,234.25 $ 1,369.37 $ 29,864.88 $ 157,299.64 32 4/30/2024 $ 31,234.25 $ 1,145.39 $ 30,088.86 $ 126,308.12 33 7/30/2024 $ 31,234.25 $ 919.72 $ 30,314.53 $ 95,084.15 34 10/30/2024 $ 31,234.25 $ 692.36 $ 30,541.89 $ 63,626.00 35 1/30/2025 $ 31,234.25 $ 463.30 $ 30,770.95 $ 31,931.93 36 4/30/2025 $ 31,234.25 $ 232.38 $ 30,001.87 $ - ;rand Totals $ 1,124,433.00 $ 169,479.00 954,954.00 'Assumes that all rental payments and additional rentals due on and prior to that date have been paid. 4. INTEREST RATE: 3.0000 % 5. COMMENCEMENT DATE: May 22, 2015 6. SCHEDULED LEASE TERM: 10 years 7. Lessee's Current Fiscal Year extends from July 1, 2014 to June 30, 2015, 8. The terms and provisions of the Equipment Lease - Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 9. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Equipment Lease - Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds have been appropriated by Lessee for the payment of all rental payments (if any) due under this Schedule during Lessee's Current Fiscal Year, which ends on June 30, 2015. [Remainder gfpage intentionally left blank] A -2 WCSR 339735920 55A -22 10. Interest, if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No, 01. CITY OF SANTA ANA as Lessee By: Name: David Cavazos Title: City Manager HOLMAN CAPITAL CORPORATION, as Lessor By: Name: Lance S. Holman Title: President & CEO Counterpart No. of three manually, executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No, I. WCSR 339735920 [Signature Page to Exhibit A- Equipment Schedule] A -3 55A -23 EXHIBIT B NOTICE AND ACKNOWLEDGEMENT OF SALE, OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT Holman Capital Corporation ('Lessor') and the City of Santa Ana ( "Lessee ") have entered into an Equipment Lease- Purchase Agreement and Equipment Schedule thereto both dated May 22, 2015 (the 'Lease Agreement "), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipmcnt ") described therein. Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement. Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to American River Bank, and /or its affiliates (the "Assignee "), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. By silming this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease Agreement as directed in the invoice without any set -off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set -off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's obligations or duties under the Lease Agreement or made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be trtade to the Lease Agreement without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof. Date: May 22, 2015 CITY OF SANTA ANA, as Lessee By: Name: David Cavazos Title: City Manager B -1 WCSR 339735920 55A -24 Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 EXHIBIT C -2 May 22, 2015 Re: Equipment Lease- Purchase Agreement dated May 22, 2015 In connection with the above- referenced Lease Agreement, City of Santa Ana, as lessee (the `Lessee') certifies that it participates in an actuarially sound self - insurance program for property damage and public liability risks, The following is attached (check all that apply): `/ Letter from risk manager describing self - insurance program ❑ Other evidence of Lessee's participation in self - insurance program Very truly yours, CITY OF SANTA ANA, as Lessee By: _ Name: David Cavazos Title: City Manager C -2 WCSR 339735920 55A -25 MAYOR Miguel A. Pulido MAYOR PRO TEM Sal Tinajoro COUNCILMEMSERS Angelica Amezcua P. David Banavides Michele Martinez Roman Rayne Vincent F. Sarmlanto May 12, 2015 CI I $ VF SAN II ANA 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 WWAeanln 0,QM Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 Re: City of Santa Ana Insurance Program Equipment Lease - Purchase Agreement dated May 22, 2015 To Whom It May Concern: Cl TY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria U. Holzer The City of Santa Ana is a member of Big Independent Cities Excess Pool (BICEP), Current reinsurance and excess municipal liability is insured from $1,000,000 to $27,000,000 and includes auto liability coverage. The City self - insures and funds the first $1,000,000 of claim payments. The City is permissively self - insured for workers' compensation and self - administers this program as well, The City, through BICEP, purchases excess statutory coverage through the California State Association of Counties — Excess Insurance Authority (CSAC -EIA) above $1,000,000. The City funds claim payments under $1,000,000. The City is also a member of the Public Entity Property Insurance Program (PEPIP). At present, membership is over 6,400 entities. Current property insurance is $18 per occurrence for "All Risk" coverage and flood coverage is $82,500,000 or $50,000,000 based on the flood zone where our insured property is located. Inquiries concerning the City of Santa Ana's insurance program should be addressed to the undersigned. Sincerely, T)a 1, dward 5. Raya Executive Director of Personnel Services /Risk Management SANTAANA Crry COUNCIL `dyluel A. Pwirlo 3aline�oro 1; r,Mrt P_ Sarn..drM MaGeb Manna [ Angol'.a \momoa Po""d aannwdea Rona RnYna M." i Mayor No Tem, WPM Ward Ward %rtl3 W &b4 WarUv 01�.JILdYJ�.SA��35�+�a9 i '�Tl91�Q(�4GP1 _.Ce_29 V�1!R4P�o C+?9 13d.fT?3 bll nn94313 @.J3L'Na kr9 AArR9 >e a69eanto mH.19 4r79n @.iflJ14193P1 gD.r3iAN RIx,Y dfCf7Yd!AT3nd.4:2 55A -26 EXHIBIT D ESSENTIAL USE CERTIFICATE Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 May 22, 2015 Re: Equipment Lease- Purchase Agreement dated May 22, 2015 1, David Cavazos, the City Manager of the City of Santa Ana, as lessee (the 'Lessee "), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above - referenced Lease Agreement: IVhat is the specific use of the Equipment? Financing of the Partnership Costs owed to the County of Orange would allow the City and it's recently purchased equipment to access the 800 MHz communication system and improve the reliability of communication related to any public safety incidents within the cotmty or in the event of a natural disaster. Equipment used under the 800 MHz system is used for radio communications by the Police and Fire Agencies for emergency and non- emergency daily operations, special events, and inter - agency communications during mutual aid situations and potentially catastrophic events. It provides the same interoperable capabilities for Public Works and Lifeguard Agencies, as well. The use of the 800 MHz Countywide Coordinated Corrununications System (CCCS) is achieved through a Partnership with Orange County Police, Fire, Public Works and Lifeguard Agencies. 2. Wheat increased capabilities will the Equipment provide? The Orange County 800 MHz CCCS services communications and interoperability, requirements of all County and City Public Safety agencies in Orange County. The existing system is outdated, and to extend the useful service life of the system a systematic replacement of critical infrastructure and electric equipment is required. Replacement and /or upgrades to both hardware and software will be required to maintain a state -of -the -art system and to extend the life of this valuable infrastructure. The system will provide the same quality capabilities with Next Generation technology that helps agencies provide for the safety and well -being of their communities. GVhy is the Equipment essential to your ability to dellvea• governmental services? Financing of the Partnership Costs owed to the County of Orange would allow the City and it's recently purchased equipment to access the 800 MHz communication system and improve the reliability of conmrunication related to any public safety incidents within the county or in the event of a natural disaster. The 800 MHz CCCS provides critical interoperable communication needs for all Police, Fire, Public Works and Lifeguard Agencies during normal operations, and in the event of a natural disaster. Maintaining state -of- the -art radio communication technology is essential to the efforts of community safety. D -1 WCSR 339735920 55A -27 4. Does the Equipment replace existing equipment? (If so, please explain why you are replacing the existing equipment) Yes. Existing infrastructure of the 800 MHz CCCS has reached its end of life after 14 years, and requires a systematic replacement of critical equipment to achieve P25 standards by 2018. 5. Why did you choose this speck Equipment? Financing of the Partnership Costs owed to the County of Orange would allow the City and its recently purchased equipment to access the 800 MHz communication system and improve the reliability of communication related to any public safety incidents within the county or in the event of a natural disaster. 800 MHz CCCS is utilized by all Orange County Police, Fire, Public Works and Lifeguard Agencies. It provides for seamless interoperability experience between all agencies for the purposes of radio communications under both emergency and non - emergency situations. This system is unique to public safety, in that it allows for the use of "red channel" operations. This frequency is a one of a kind feature of the system where police are able to coordinate during countywide emergency situations, such as; pursuits crossing multi jurisdictions, emergency crime broadcasts, and major mutual aid incidents. 6. For how many years do you expect to catilize the Equipment? The expected useful life of this system is ten to fifteen years. Very truly yours, CITY OF SANTA ANA, as Lessee M Name: David Cavazos Title: City Manager [Signature Page to Essential Use Certificate] D- t WCSR 33973592v3 55A -28 EXHIBIT E INCUMBENCY CERTIFICATE I, Maria Huizar, do hereby certify that I am the City Clerk of the City of Santa Ana, a municipal corporation, which is a duly established and validly existing as a political subdivision of the State of California wider the Constitution and laws of the State of Californa, and that I have custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the District holding the offices set forth opposite their respective names. I further certify that: {i) The signatures set opposite their respective names and titles are their true and authentic signatures, and {ii) Such officers have the authority on behalf of such entity to: a. Enter into that certain Equipment Lease - Purchase Agreement and Equipment Schedule both dated May 22, 2015 (the "Lease Agreement'), between the CITY OF SANTA ANA and Holman Capital. Corporation, as lessor, and b. Enter into that certain Escrow dated May 22, 2015 (the ".Escrow Agreement "), between the CITY OF SANTA ANA, American River Bank, as escrow agent, and Holman Capital Corporation, as lessor, and to execute various payment and disbursement request forms, c. Execute Certificates of Acceptance and other certificate, documents, and agreements relating to the Lease Agreement and/or Escrow Agreement. NAME TITLE SIGNATURE David Cavazos City Manager Francisco Gutierrez Executive Director of Finance IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Santa Ana, California. May 22, 2015 WCSR 339735920 E -I 55A -29 Maria Huizar, City Clerk EXHIBIT F OPINION OF LESSEE'S COUNSEL May 22, 2015 Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 Re: Equipment Lease- Purchase Agreement and Equipment Schedule both dated May 22, 2015 Ladies and Gentlemen: As counsel to the CITY OF SANTA ANA (the " Lessee "), I have examined the Equipment Lease - Purchase Agreement and Equipment Schedule both dated May 22, 2015 (collectively, the 'Lease Agreement "), between the Lessee and Holman Capital Corporation, as lessor ("Lessor"), the form of the Escrow Agreement, together the Disbursement Request Form and Certificate of Acceptance (collectively, the "Escrow Agreement "), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement are herein collectively referred to as the "Transaction Documents" Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: I. The Lessee is a municipal corporation, which is a duly established and validly existing as a political subdivision of the State of California under the Constitution and laws of the State of California with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terns, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The beneficial use of the Equipment to be leased pursuant to the Lease Agreement, when subjected to use by the Lessee, will not be a fixture under applicable law. 4. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby, The resolution adopted by the Governing Body of the Lessee authorizing the execution and delivery of the Transaction Documents, the investment of lease proceeds into the Escrow Account and Permitted Investments, and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any wcsR 33973DW F -1 55A -30 way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease Agreement. 'File entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of the Lessee or on the beneficial use of the Equipment (as such term is defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease Agreement. Respectfully submitted, Laura Rossini Senior Assistant City Attorney City of Santa Ana WCS2:33973592v3 F -2 55A -31 RESERVED, WCSR 33973592v3 EXHIBIT G: G 55A -32 EXHIBIT H POST - ISSUANCE TAX COMPLIANCE PROCEDURES Dated: May 22, 2015 The following certificate is delivered in connection with the execution and delivery of the Equipment Lease - Purchase Agreement dated May 22, 2015 (the "Lease Agreement "), entered into between the City of Santa Ana (the "Lessee ") and Holman Capital Corporation (the "Corporation "). Capitalized terms used herein have the meanings defined in the Lease Agreement. Section 1. In General. 11. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply $954,954.00 (the "Principal Amount ") toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by American River Bank, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of May 22, 2015 (the "Escrow Agreement "), by and between Lessor and Escrow Agent, 1.4 Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code "). 1.5 The Lease is NOT a "qualified tax - exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Section 2. Non - Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. H -1 WCSR 339735920 55A -33 2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise 'intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the Contractor or for any financial advisory or closing costs, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to a Contractor under the Equipment Acquisition Contract not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temnoeary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty -five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the internal Revenue Service if required by, slid in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by June 8, 2017, but not later than May 22, 2018. H-2 WCSR 339735920 55A -34 (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(1) of the Code unless (i) the entire Principal. Amount is expended on the Equipment by the date that is the six -month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100°/x) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; and (iii) at least ninety -five percent (95 %) of the Principal Amount is used for the governmental activities of Lessee. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the Contractor of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code "), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an Escrow Fund subject to the Escrow Agreement. Section 6, No Private Use, No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code, Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defned herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. 6.2 In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than live percent (5 %) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment, Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.3, "Private Business Use" means use of bond proceeds or bond financed- property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.4. No pail of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non - governmental entities or to any governmental agencies other than Lessee. IG3 WCSR 339735920 55A -35 Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest carried thereon shall be (i) used in making Loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous, 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in fill under the Financing Documents, 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. 8.4. The Lessee's Tax Identification Number is: 95- 6000785. 8.5. The Lessee has adopted, or will adopt in a reasonable period post- closing, by resolution, separate written procedures regarding ongoing compliance with federal tax requirements necessary to keep, ensure and maintain the interest portions of the Rental Payments under the Lease Agreement as excluded from Lessor's gross income for federal income tax purposes, and will, on an annual basis, conduct an audit of the Lease Agreement to ensure compliance with such procedures IN WITNESS WREREOF, this Post - Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of May 22, 2015. CITY OF SANTA ANA, CALIFORNIA By: Name: Francisco Gutierrez Title: Executive Director of Finance H -4 wCSR 3397359243 55A -36 EXHIBIT I: ESCROW AGREEMENT LESSOR: Holman Capital Corporation 29883 Santa Margarita Parkway Suite 100 Rancho Santa Margarita, CA 92688 LESSEE: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 ESCROW AGENT: American River Bank 3100 Zinfandel Drive, Suite 450 Rancho Cordova, CA 95670 THIS ESCROW AGREEMENT (this "Escrow Agreement ") is made as of May 22, 2015, between Holman Capital Corporation ( "Lessor "), the City of Santa Ana ( "Lessee "), and American River Bank (the "Escrow Agent'). Lessor and Lessee have heretofore entered into that certain Equipment Lease - Purchase Agreement and Equipment Schedule both dated May 22, 2015 (the 'Lease Agreement'). The Lease Agreement contemplates that certain Equipment described therein (the "Equipment ") is to be acquired from Contractors under the Equipment Acquisition Agreement. After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease Agreement. The Lease Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the amount of $949,954.00 (the "Deposit Amount'), for deposit into the escrow fund (the "Escrow fund'), to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fund, together with all interest and additions received with respect thereto, is to be applied from time to time to pay the Contractors for the Equipment its invoice cost or pro rata portion thereof (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee). The Escrow Fund is to be held in Lessee's name for the benefit of Lessee and Lessor, and Lessee has granted to Lessor a first priority and perfected security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement without the need for any additional filings or financing statements. The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto. NOW, THEREFORE, the parties agree as follows: The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit of Lessee and all interest earned with respect to the I -1 WCSR 339735920 55A -37 Escrow Fund shall accrue to the benefit of Lessee and shall be applies( as expressly set forth herein. To the limited extent required to perfect the first, priority security interest hereby granted by Lessee to Lessor in the cash and negotiable instruments from time to time held in the Escrow Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor. 2. On such day as determined to the mutual satisfaction of the parties (the "Commencement Date "), Lessor shalt deposit with the Escrow Agent cash in the amount of the Deposit Amount to be held by the Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept the deposit of the Deposit Amount by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Cash, securities and other negotiable instruments held in the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security interest therein held by Lessor). 4. Lessee hereby directs the Escrow Agent to invest the cash held in the Escrow Fund in an American River Bank interest- bearing demand deposit account (as more particularly described in Schedule B hereto, the "Permitted Investment'), or such other investments as Escrow Agent may from time to time offer and Lessee may from time to time specify in writing, to the extent the same are at the time legal for investment of the funds being invested. Interest (if any) or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposited in and become a part of the Escrow Fund. No investment shall be made that would cause the Lease Agreement to be deemed to be an arbitrage bond within the meaning of Section 148(x) of the Internal Revenue Code of 1986, as amended. 5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect to the Escrow Fund: a. From time to time, the Escrow Agent shall pay the Contractor for the Equipment payments then due and payable, or reimburse Lessee for amounts that it has paid to the Contractor for the Equipment, upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A hereto, (b) the Contractor invoice(s) (or other evidence provided for in the Equipment Acquisition Contract specifying the acquisition price of the I -2 wCSR 339735920 55A -38 Equipment described in the requisition request, and (c) any additional documentation required by Lessor. b. The Escrow Agent will not charge fees for the ordinary services it renders in connection herewith. C. If Lessor provides to the Escrow Agent written notice of the occurrence of an Event of Default or an Event of Nonappropriation by Lessee under the Lease Agreement, the Escrow Agent shall thereupon promptly retnit to Lessor the entire balance of the Escrow Fund. d. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment Request identified as the final such request, the Escrow Agent shall transfer the then remaining balance of the Escrow Fund to Lessee, upon the express condition that Lessee hereby agrees to use such excess amount solely for capital expenditures as shall be approved by Lessee or, at the written direction of Lessee, for application against the interest component of the Lessee's payment obligation under the Lease Agreement, as provided therein, unless otherwise agreed by Lessor. 6. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee and Lessor in connection with this Escrow Agreement that the Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, willfirl misconduct, or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made pursuant to Section 4. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities that it may incur in the exercise and performance of its powers and duties hereunder and that are not due to the Escrow Agent's gross negligence or willful misconduct. No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, willful misconduct, or bad faith by the Escrow Agent, its officers, agents, employees, successors or assigns. 8. The Escrow Agent may at any time resign by giving at least 30 days' prior written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by instrument in writing executed by Lessor and Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such Successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee t -3 WCSR 339735920 55A -39 and the predecessor Escrow Agent. Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee. 9. This Escrow Agreement shall terminate upon receipt by the Escrow Agent of the written notice from Lessor specified in Section 5(c) or Section 5(d) hereof. 10. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by mutually recognized overnight carrier addressed to the other party at its respective address shown on page 1 of this Escrow Agreement or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt. It, This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee. 12, This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification, or change of terms hereof shall bind any party unless in writing signed by all parties. 13. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the advice of counsel, accountants, or other skilled persons. 14. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of California. [Remainder of'page intentionally left blank] 1 -4 WCSR 33973592x3 55A -40 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. LESSOR: HOLMAN CAPITAL LESSEE: CITY OF SANTA CORPORATION 0 Lance S. Holman President &CEO ESCROW AGENT: AMERICAN RIVER BANK am Name: Title: APPROVEDASTO FORM Laura A. Rossini Senior Assistant City Attorney WCSR 339735920 F5 55A -41 David Cavazos City Manager EXHIBIT A TO ESCROW AGREEMENT CERITFICATE OF ACCFPTANCE AND PAYMENT REQUEST The following payment request is directed to American River Bank (the "Escrow Agent' ), as escrow agent under that certain Escrow Agreement dated May 22, 2015 (the "Escrow Agreement'), between the City of Santa Ana ( "Lessee "), Holman Capital Corporation ('Lessor "), and the Escrow Agent. Because Holman Capital Corporation has assigned all of its right, title, and interest in and to the Escrow Agreement to American River Bank, all references herein to "Lessor" shall mean American River Bank. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under the Equipment Acquisition Contract (or has been paid by and not previously reimbursed to Orange County or the Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Equipment Lease- Purchase Agreement and Equipment Schedule both dated May 22, 2015 (the "Lease Agreement "), between. Lessor and Lessee: Description of Equipment: The "Equipment" is Lessee's pro rata portion and Cos] Share of 800 MHz Countywide Coordinated Communications System (the "System "), as more fully described in that certain Joint Agreement for the Operation, Maintenance and Financial Management of the Orange County 800 Megahertz Countywide Coordinated Communications System dated November 23, 2004, the Lessee, Orange County, CA, and various other parties thereto, the Amendment to the foregoing dated as of May 5, 2015, and a Letter Agreement dated February 20, 2014 between Orange County, CA and the Lessee (collectively, the "Equipment Acquisition Contract "). Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease Agreement; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is not less than the term of the Lease Agreement; (v) Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and announts required by the Lease Agreement; (vii) no Event of Default or Event of Nonappropriation, as those terms are defined in the Lease Agreement, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (viii) sufficient fiends have been appropriated by Lessee for the payment of all rental payments due under the Lease Agreement during Lessee's current Fiscal Year. WCSR 339735920 1-6 55A -42 Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the Contractor or Orange County, CA (as reimbursement for payments made to the Contractor) the amounts set forth on the attached invoices or other evidence provided from the Escrow Fund held under the Escrow Agreement in accordance with its terms. The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) or other evidence that payment is due and (b) other documents and evidence that payment is required as Lessor may reasonably request. IF REQUEST IS FINAL REQUEST, CHECK HERE ❑. The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Lease Agreement. By checking the foregoing box, Lessee certifies and confirms that Lessor has performed all of its obligations under the Lease Agreement. Acceptance Date: Approved: AMERICAN RIVER BANK, as Lessor CITY OF SANTA ANA, as Lessee WCSIZ 339735920 I7 55A -43 SCHEDULE A TO ESCROW AGREEMENT: NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Holman Capital Corporation ( "Lessor "), City of Santa Ana ( "Lessee "), and American River Bank ( "Escrow Agent ") have entered into an Escrow Agreement dated May 22, 2015 (the "Escrow Agreement'), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment. Escrow Agent is hereby notified that Lessor has assigned all of its right, title, and interest in and to, but not its obligations under, the Escrow Agreement to American River Bank ( "Assignee "), including, in particular, but without limitation, Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. Date: May 22, 2015 LESSOR: HOLMAN CAPITAL CORPORATION 0 Lance S. Holman President &CEO LESSEE: CITY OF SANTA ANA By: ESCROW AGENT: AMERICAN RIVER BANK Ea Name: Title: 1 -8 wCSR 339735920 55A -44 David Cavazos City Manager SCHEDULE B TO ESCROW AGREEMENT: DISCLOSURE AND AUTHORIZATION FOR PERMITTED INVESTMENT AMERICAN RIVER BANK INTEREST BEARING DEMAND DEPOSIT ACCOUNT Client: City of Santa Ana Lease Issuance: May 22, 2015 DISCLOSURE The American River Bank Interest Bearing Demand Deposit Account (the " Pennitted Investment ") is an interest bearing checking account exclusively for mutual customers of Holman Capital Corporation and American River Bank. The Permitted Investment is not endorsed, collateralized or guaranteed by, and does not constitute obligations of American River Bank or its affiliates; however, the fiords held in this account are considered insured deposits by the FDIC. A copy of all accounts disclosures and /or a prospectus have been provided to the undersigned Lessee. We hereby acknowledge receipt of the foregoing. AUTHORIZATION With respect to the above referenced Lease Issuance of the Lessee, American River Bank is hereby authorized and directed to invest the Lease Proceeds in the Permitted Investment pending additional investment directions and/or distribution instructions from the Lessee and /or Lessor, subject to the express terns contained in the Escrow Agreement. LESSEE CITY OF SANTA ANA By: — Name: David Cavazos Title: City Manager 1 -9 WCSR 339735920 Date: 55A -45 CLOSING MEMORANDUM $954,954.00 LEASE OF 911 SYSTEM UPGRADES AND INSTALLATIONS PURSUANT T'O THAT EQUIPMENT LEASE - PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO DATED MAY 22, 2015 BETWEEN CITY OF SANTA ANA, AS LESSEE, AND HOLMAN CAPITAL CORPORATION, AS LESSOR Pre- Clusine: Pre - Closing will be held at the Lessee's convenience, on or before May 22, 2015. All documents will be executed and three (3) blue ink originals will be overtighted to Edward J. Rojas, Esq., Womble Carlyle Sandridge & Rice, LLP, 150 Fayetteville Street, Suite 2100, Raleigh, North Carolina 27601, for delivery no later than 9:00 am on the morning of May 2$, 2015 and held in trust until such time as the wires and original documents are released by the Parties. Closing: (1) By internal funds transfer and pending receipt of original, executed Lease Documents, on the morning of May 22, 2015, the Investor is authorized by Lessee to transfer via internal credit the Total Equipment Cost (as defined below) to Escrow Agent, pursuant to a general ledger credit to the Escrow Account as follows: Bank Name: American River Bank ABA Number: Account Number: r I Account Name: f 1 FB /O: Attn: [ 1. (2) By internal funds transfer and pending receipt of original, executed Lease Documents, on the morning of May 22, 2015, the investor is authorized by Lessee to transfer via internal credit the Issuance Costs (as defined below) to Lessor, pursuant to a general ledger credit to the Lessor as follows: Bank Name: American River Bank ABA Number: [ I Account Number: j I - Account Name: FIB/O: [ J Attn: f 1. Counsel . for each of the Parties will confirm by c -mail receipt of funds and then the release of all original documents held in trust, when such funds and /or documents are in the possession of each of the Parties. Upon confirmation by Escrow Agent of the Lease Proceeds, Lessee will wire closing costs, legal fees and other amounts to the parties in accordance with the invoices attached hereto. Sources and Uses of Funds: Principal Amount of Lease $ 954,954.00 TOTAL SOURCES $ 954,954.00 Total Equipment Cost: $ 949,954.00 Issuance Costs: $ 5,000.00 TOTAL LEASE PROCEEDS $ 954,954.00 Attest: CITY OF SANTA ANA By: Name: David Cavazos Title: City Manager WCSR 33973592v3 55A -46 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended © As Amended 171 Ordinance on 1" Reading lI Ordinance on 2nd Reading 0 Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER 1. Review the roles and responsibilities recommended by staff of the Environmental and Transportation Advisory Committee. 2. Direct staff to coordinate with the City Attorney's Office the development of appropriate legal codes to ensure the Environmental and Transportation Advisory Committee role is clear and follows the direction provided by the City Council. DISCUSSION The City's Environmental and Transportation Advisory Committee (ETAC) has served the City Council as an advisory body on issues related to trees in the public right -of -way, as well as transportation, solid waste, and water resources. The responsibilities were formed and updated by Council resolutions over the last four decades, Recently, however, the City Attorney's Office informed Public Works staff that a 1999 ordinance limited ETAC duties to acting in an advisory capacity relative to street tree removal and planting only, After informing ETAC on the limitations of their responsibilities, the Public Works Director and City Engineer held meetings in recent months with an ETAC ad -hoc committee to discuss redefining ETAC roles. The ad -hoc committee agreed to send City staff its suggestions (Exhibit 1). The roles suggested by the ad -hoc committee are similar to and a little more expansive than the traditional roles described in Resolution 91 -112, prior to the 1999 Ordinance referenced above. Because some of these issues have become highly regulated and complex, including intricate solid waste, water resources and environmental matters, staff recommends ETAC roles and responsibilities be focused on street tree related matters and major transportation issues. The relatively recent establishment of the City Council committees and their routine and frequent 60A -1 Roles and Responsibilities Environmental and Transportation Advisory Committee May 19, 2015 Page 2 involvement on a wide variety of matters also plays a role In the staff recommendation, since there are now regular and recurrent opportunities for staff to receive feedback from the City Council on policy matters impacting transportation, solid waste, water resources, and the environment. Staff recognizes the benefit of ETAC to staff and to the community, delivering opportunities for the public to be heard on routine street tree matters and parkway landscaping, and to provide comments and input on major transportation projects such as general circulation, complete streets, and Pavement Management Programs. Therefore in order to clarify, simplify, and streamline ETAC input and to avoid duplicating the efforts of the City Council committees, staff recommends consideration be given to ETAC serving in an advisory capacity directly to the Public Works Agency. Staff recommends that ETAC would benefit the Santa Ana community the most by taking on the following roles. 0 City Street Trees — this largely would remain unchanged — Advisory role to approve /deny street tree removals. • Involvement should continue to be city street trees located in the public right -of -way • Review and make recommendations regarding public requests for removal of city street trees by property owners, neighborhood associations, or developers • Make recommendations on designated species for specific streets and neighborhoods • Make recommendations on special tree disposition projects, such as Cabrillo Park Drive Q Major surface transportation programs — Review, general input, and receive / file reports on: • Circulation Element • Bicycle and Pedestrian Master Plans • Citywide Complete Streets (Toolbox and Traffic Calming Plans Overview) • Neighborhood Traffic Management Plans O Evaluate special transportation projects as requested by Council. STRATEGIC PLAN ALIGNMENT Approval of this Item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role In discussing public policy and setting priorities), 60A -2 Roles and Responsibilities Environmental and Transportation Advisory Committee May 19, 2095 Page 3 ENVIRQNMENTA„L IMPACT There is no environmental impact associated with this action, FISCAL IMPACT There is no fiscal impact associated with this action. Pro Mousavlpour Executive Director Public Works Agency FM(EWG Exhibit; I. Suggested ETAC Roles by ETAC Ad -Hoc Committee 60A -3 60A -4 Suggested ETAC Roles By ETAC Ad -Hoc ENVIRONMENTAL AND TRANSPORTATION ADVISORY COMMITTEE BYLAWS ARTICLE I - PURPOSE The Environmental and Transportation Advisory Committee, Herinafter referred to as the Committee, was established by City Council in its resolution 91.112, The duties of the Committee shall consist of acting in an advisory capacity to the City Council in the review and development of systems, facilities, plans, policies, prioritiec,and programs related to all forme of transportation, solid waste, water resources, urban forest, and other environmental issues; receiving input from citizens, businessmen and other groups and interests with the city; and preparing, with the assistance of city staff personnel, recommendations to the city council for approval and implementation. AKI ICLL 11 - POWL''RS AN1) DUTIES The Colmnittee shall have the power and be required to: 1. Consider environmental and transportation matters that may be referred to it by the City Council, the City Manager, the Executive Director of the Public Works Agency, or by Committee members, and render such counsel and advice in regard thereto; 2. Review and develop systems, facilities, plans, policies, priorities and programs related to transportation. solid waste and other environmental issues; and 3. Receive input from citizens, busplesspeople, and other groups and interests with the City; and prepare, with the assistance of city staff, recommendations to the City Council for review and approval. ARTICLE III - OPTICERS 1. The officers shall be a Chair and a Vice - Chair, elected by the members at the January meeting of the Conlmittee. 2. A Secretary and Legal Counsel shall be appointed from staff. 3. Nominations shall be made in person by members of the Conunittee. 4. Officers shall serve a term of one year froin the humaly meeting at which they are elected or until their successors are duly elected. 5. The Chair shall preside at all meetings of the Committee, authorize calls for any special meetings, appoint all subcommittees, and execute all doclunents authorized by the Committee. Exhibit 1 60A -5 6. The Secretary shall keep a true and accurate record of all meetings of the Committee, shall issue notice of all regular and special meetings, and shall perform such duties as are generally associated with that office. ARTICLE IV - MEETINGS 1. The regular meeting shall be held each month, the date and hour to be set by the Committee. 2. Special meetings may be called at the direction of the Chair, or at the request of five members, for the transaction of business as stated in the call for the meeting. 3. A quorum for the transaction of business at any meeting shall consist of a majority of currently appointed board members. 4. An affirmative vote of the majority of members present shall be necessary to approve any action before the Committee. 5. No member of the Committee shall abstain from any vote unless disqualified. If a member of the Committee feels that he /she is disqualified from voting, to the extent permitted by law, the member shall openly state the Fact and the nature of the disqualification prior to discussion, and then leave the room during the debate and the vote on the issue. If there is a doubt, the matter shall be resolved by Legal Counsel. 6. The Secretary will automatically record an abstention on the minutes for any member that was absent at the previous meeting. 7. Excused absences shall be defined as any absence received by the Executive Director, Secretary, or the Chair before commencement of the meeting. 8. In as much as it is the desire of this Committee to have a full commitment from each member, the Committee shall review, on a case by case basis, instances of three consecutive absences (whether or not excused) or four total absences during a calendar year. ARTICLE V - SUBCOMMITTEES 1. The Chair shall appoint a subcommittee of one or more members each for such specific purposes as the business of the Committee may require from time to time. The subcommittee shall be considered to be discharged upon the completion of the purpose for which it was appointed and after the final report is made to the Committee. 2. All subcommittees shall make a progress report to the Committee as needed. 3. All subcommittees will have advisory powers only. . 1 M ARTICLE VI -PARLIAMENTARY AUTHORITY The current edition of Robert's Rides of Order Newly Revised shall be the authority on all questions of parliamentary law unless in conflict with these bylaws or with the laws of the State of California. ARTICLE VII - ADOPTION AND AMENDMENT OF BYLAWS These Bylaws shall be adopted and amended from time to time, by a 66% affirmative vote of the Committee, with approval of the City Council. ADOPTED BY THE COMMITTEE: September 11, 2003 60A -7 .1 m REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: WELLNESS DISTRICT COMMUNITY PROPOSAL {STRATEGIC PLAN NO. 5} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: . j• _4, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1e1 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Discuss and provide direction to staff on the following options related to the Wellness District Community Proposal: OPTIONS: 1. Support common areas of interest from Building Healthy Communities Resolution based on the April 7, 2015 Work Study session: Calle Cuatro /Plaza Santa Ana rebranding, support a mercadito, micro - farms, and community event sponsorships. ACTION: 1. Authorize the City Attorney to prepare a resolution based on the direction of the City Council; and 2. Direct staff to provide an implementation plan to include an analysis of costs, impacts, and next steps. 2. Develop a committee to further discuss one or more of the Building Healthy Communities Resolution items, based on Council direction. ACTION: Direct the City Manager to create committee comprised of various stakeholders to provide recommendations to the City Manager on the development and refinement of the specified items as directed by the City Council. 3. Continue working with the Building Healthy Communities members. ACTION: Direct the City Manager to continue to work with members of Building Healthy Communities to refine their proposal based on City Council input. 4. At the pleasure of the City Council. Wellness District Community Proposal May 19, 2015 Page 2 DISCUSSION At the Finance, Economic Development and Technology Committee meeting on January 12, 2015, a group of residents and business owners, represented by Building Healthy Communities, presented an item to the Committee related to a Market Study for Downtown Santa Ana for Wellness Goods and Services. This presentation included a proposed resolution to direct the City Manager to establish a Wellness District in the Downtown area. The report was presented by a Canadian firm, The Next Practice, and was commissioned by the California Endowment in collaboration with Building Healthy Communities. The report was prepared to support their efforts related to health and wellness activities. The members of the Committee requested the City Manager review the elements of the proposed resolution, meet with members of Building Healthy Communities, and present the item to the Mayor and City Council for discussion in March. The City Manager and staff met with representatives of Building Healthy Communities on January 26, 2015, to provide initial comments and feedback on the various elements of their proposed resolution. The meeting was followed by a written response to the group on February 4, 2015, which provided a point -by -point response for each of major requests listed in the proposed resolution. In addition, staff provided a listing of all city owned parcels as requested by the group. On March 4, 2015, Building Healthy Communities provided City staff with a revised proposed resolution, comments to City's responses, and a second proposed resolution related to the creation of a new community advisory committee for economic development planning. On March 11, 2015, a third revised proposal was submitted to the City. At the March 17, 2015 City Council meeting, the Work Study Session to discuss this item was continued to April 7, 2015, which allowed staff to provide comments on the latest version submitted (Attachment 1). The City Attorney's Office did not have the opportunity to provide their review of the revised comments. During the work study session on April 7, 2015, the Mayor and City Council provided comments on items that they supported. Four of the proposal items were common areas of interest among members of the City Council: Calle Cuatro /Plaza Santa Ana rebranding, support of a mercadito, support of micro - farms, and support of community event sponsorships. The original proposal described a Wellness District in the Downtown, however, the boundaries of such an area have not been defined by the proposers. Upon staff review, three of the common areas of interest do not need to be defined by any boundaries. If supported by the City Council, the latter three items could be located anywhere in the City. �. 1 Wellness District Community Proposal May 19, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT There is no fiscal impact associated with this item. Attachment 1: Staff Responses to Community Proposal o. 1 I ATTACHMENT No. Community Proposal Staff Response 1. Ensure an equitable, inclusive economic The Economic Development Plan was awarded in February development plan, as called for in the City's five- 2015 to create said plan for the entire City including the year strategic plan, that acknowledges and downtown area. The plan will include a process by which prioritizes the wellness needs and vision of the community and stakeholders will provide input. underserved resident communities; that focuses on supporting Santa Ana residents, local small The creation of this plan would be inclusive of the needs of businesses, workers, youth and families; that all residents, businesses, visitors, as well as the retention and attraction of new business. creates opportunities for anyone to support themselves and their families in Santa Ana; and that allows for a health lens on economic development, in line with Health In All Policies. 2. The City will work with the Orange County Health A citywide Health and Wellness Assessment requires the Care agency, local health systems, nonprofit identification of funding. The OC Health Care Agency organizations, and neighborhoods to produce a currently tracks Children's Health in an annual report that is baseline assessment of health and wellness and publishedfor the entire county. establish indicators which will be used to At the direction of the City Council, funding and staffing measure performance and success in health and would need to be approved to develop such a proposal and economic development outcomes. determine the outcomes desired. 3. Implement strategies that ensure development The City's Parks, Recreation, and Community Services aligned with Wellness District principles and Agency current plans major events in the downtown, approaches, including but not limited to the including a health fair, 5k, Holiday Tree Lighting, Plaza following: active programming of healthy Primavera and others. Additionally, the community can plan recreational and cultural activities, creating additional events through the Special Events /Land Use incentives and eliminating disincentives for local Application process. businesses offering wellness goods and services, While the City of Santa Ana and cities in general, oversee and creating incentives for businesses land use via a zoning code or ordinance which broadly committing to long term provision of good jobs, designates appropriate businesses categories and uses for affordable housing, and economic stability for each parcel, private property owners control the specific Santa Ana residents. tenants and business uses. Any financial incentives for businesses take into consideration the economic impact. 4. Proactively develop and implement strategies for There are four strategies that "facilitate diverse housing Santa Ana residents to remain and thrive in Santa opportunities and support efforts to preserve and improve Ana while minimizing negative impacts of the livability of Santa Ana neighborhoods." This includes the development, including increases in the cost of City's Housing Opportunity Ordinance. living and other indirect catalysts of The Strategic Plan outlines strategies specific to job displacement. training, and services for residents. This includes senior programs, youth programs, and the 'Santa Ana Buy Local Plan ". New development opportunities will help current and future residents to live and work within the city, such as Adaptive Reuse. ATTACHMENT �� Educational partnerships are focused on supporting educational attainment which then correlate with higher income and housing opportunities. 5. Engage the street vendor community to ensure To the extent that development projects would have impacts that the City's plans and policies do not impede to any vendors or the community at large, the Sunshine and are inclusiveof their contribution toservicing Ordinance provides specific criteria for certain types of low- income residents and their families as well as development projects to have community meetings. downtown employees and visitors, while maintaining consideration of brick- and - mortar businesses. 6. Support the resolution Establishing "La Calle Cities and municipalities do not generally assign Cuatro" as the official and historical name of neighborhood names, they are often organically assigned Fourth Street in Santa Ana, and the designation of and /or promoted via marketing and branding efforts. Downtown merchants, residents and other stakeholders may Plaza Santa Ana as Plaza Calle Cuatro, affirming come together to brand and market the area. the name and branding of La Calle Cuatro and Calle Cuatro Marketplace. The City does have a process by which street names can be changed. An application is submitted, reviewed by the Planning Commission, and final approval is at the discretion of the City Council. 7. Support community- organized events and The Municipal Code currently requires the charge and programming in the downtown that promote collection of fees related to applications, police overtime health, wellness, and culture in the public's costs, and insurance. Any process to waive, provide scholarships or other funding mechanism would need to be interest through establishing criteria and a approved by the City Council and taken from a different procedure for funding scholarships to cover fees program. associated with permits and public safety for "temporary outdoor activities" and "special The City does not control private parking lots. events" including in public and private parking lots. Establish an application process that specifies criteria for eligibility to apply for City sponsorship of the events, using a variety of funding sources allocated through the City's strategic plan and /or discretionary funds. 8. Implement infrastructure improvements that Through the Capital Improvement Plan, the city is making promote safety, walkability, cycling, family improvements related to safety, walkability, cycling and shopping trips, and access to food vendors vehicular movement. Projects are prioritized and staff makes its professional recommendation to the City Council for including but not limited to improvements along adoption. Staff remains committed to providing the Fourth Street from Ross to Grand, a street community with multiple opportunities to provide input and promenade on Sycamore between Fourth and be involved in the development of its plans. There will be over Fifth Street, and permanent route place- markers eight opportunities forthe public to provide input on the Trial and wayfinding measures as recommended in the Budget and the CIP. Downtown Santa Ana Wellness Corridor Strategic In March 2015, staff presented to the FEDT Committee on the wayfinding program and provided next steps. �� MWAT �. 1 Plan and Downtown Transit Zone Complete Streets Plan. a. Organize a robust process for developing the City's capital improvements plan by collaborating with the community to adequately define the criteria used to prioritize projects aligned with community needs. The City Council will be accepting grant funds in April 2015 that will be used for walkability and pedestrian amenities in the downtown including: 5 waste receptacles, 25 tree guards, 4 benches, 30 bike racks, and 4 intersection enhancements (final counts pending funding availability). 9. Ensure that the arts master plan for the Wellness The Arts and Culture Commission is currently reviewing the District gets shaped in a participatory process RFP for the Arts Master Plan. To the extent that the RFP among the City, the downtown development development must remain an internal process so as not to liaison, the Arts Commission, and the Provide vendors with working copies until it is finalized, the City will go through a thorough review process. This master community's local artists, while also involving the plan will cover the entire City and not solely the downtown various community- serving organizations of the area. The plan will be inclusive to represent the diverse downtown, local businesses, and public schools in needs of the City. the vicinity. This arts master plan ought to be aligned with the infrastructure and beautification The City currently has a variety of design standards which needs of the neighborhood - serving downtown ensure quality and promote aesthetic standards. These businesses. design standards pertain to all locations in the city and often to specific types of use. The City of Santa Ana's Design a. The City should develop urban, architectural Guidelines and Development Standards is the result of a design forums for certain areas within the comprehensive analysis of the City's existing design and development guidance documents. The Guidelines community that require buildings and contained within the document which can be found on the streetscapes to meet culturally relevant City's website, consolidate the City's discretionary review aesthetic standards also reflecting the city's documents and provide supplementary design guidance for heritage and cultural identity. issues not explicitly stated in the Santa Ana Municipal Code. 10. Pilot a system of community operated Santa Ana Municipal Code sections 2 -706 through 2 -710 microfarms under a cooperative economic provides for a public process to dispose of surplus real development model by providing a long term property. The City Council has to first identify the property lease to Santa Ana Building Healthy Communities as surplus and the public works director begins the process of listing the property for sale through an auction or listing three sites of at least %z acre size from the with on agent. There are two exceptions for property following lots: adjacent to another parcel where the owner of the private parcel makes a case to purchase the adjoining parcel or 114 S. Bristol St., 124 S. Bristol St., 410 S. Bristol where the city desires to sell the property to another public St., 414 S. Bristol St., 119 S. Bristol St., 123 S. agency. There are no provisions for "giving the property Bristol St., 402 S. Bristol St., 302 S. Bristol St., away "forless than fair- market value. 306 S. Bristol St., 310 S. Bristol St., 314 S. Bristol St., 318 S. Bristol St, 430 S. Bristol St., 434 S. At the direction of the City Council, staff can look into Bristol St., 438 S. Bristol St., 442 S. Bristol St., whether or not it would like to pursue a microform program. 446 S. Bristol St., 502 S. Bristol St., 508 S. Bristol The City does currently have community gardens at two park St., 510 S. Bristol St., 514 S. Bristol St., 518 S. sites and also a collaborative project with SAUSD. Bristol St., 522 S. Bristol St., 830 N. Parton St., 900 N. Sycamore St., 1058 E. 1st. St., 621 N. Spurgeon Staff would need to further research any restrictions on the St., 713 N. Spurgeon St., 414 N. Santa Ana St., 823 30 property addresses proposed by Building Healthy E. 1st. St. �. 1 LAN IIIIIT,IM11M Z �1 � � • Communities. Additionally, there would need to be a clear plan, agreements, policies, and proposal process as many of those sites are dirt lots any use would require extensive site improvements before the public would be able to enter. 11. Identify property in the downtown, including The City owns the Grand Central Arts building, however it is right of way, parking facilities and the Grand in o long term lease with the current tenant and cannot Central Arts building, to be utilized as a Latino control the use of the property. mercadito with opportunities for vending for The Special Events /Land Use Permit application can be used Santa Ana artisans, craft makers, and other for an event such as what is being proposed, subject to all neighborhood serving small businesses. requirements and fees /costs. Similar events include the Patchwork Festival and Farmers Market. 12. Create an office of immigrant affairs in alignment The City does not process immigration requests as it is with "Cities for Citizenship' as a service that preempted by Federal law. supports Santa Ana residents. 13. As per resolution Establishing the Community At the direction of the City Council to create such a Advisory Committee for Economic Development committee. Charge and responsibilities would need to be Planning, legislatively create an Economic developed. Development Advisory Committee that includes representatives from stakeholder groups including business councils, local businesses, Latino and Vietnamese -owned businesses, labor, workforce development and education, nonprofits, and residents of Santa Ana. This committee will be tasked with providing recommendations on economic development planning to the Economic Development Plan consultant and to the council for approval, and it will be subject to the Brown Act, thereby requiring the notification and allowing the participation of the public. 14. Revisit scope of work of the consultants for the At the direction of the City Council. Economic Development Strategic Plan and incorporate recommendations from the newly Any changes to scope will delay the project and add created advisory committee that could support additional costs. Additionally, the currentscope provides for an accessible and inclusive outreach for the community input. strategic plan. 15. Formalize the Healthy Cities Committee as an At the direction of the City Council. advisory group with defined representative membership and clear objectives to oversee planning, implementation, and evaluation of this resolution, and other city matters where they intersect with health. Similar to the State's Health in All Policies task force, this committee will support in performing Health Impact Z �1 � � • ATTACHMENT Z �. 1 Assessments and developing indicators to consider for healthy communities and inclusive collaborative processes. 16. Within three to six months of the adoption of this The City currently reports monthly on the Strategic Plan and resolution, the Community Development, copies are available on the City's website and monthly as Planning and Building, and any other port of the CouncilAgenda packet. implementing department of the City shall report back to the City Council and to the Finance and Economic Development Committee regarding steps taken to implement the resolution, additional steps planned, and any desired direction by the City Council. Z �. 1 o. 1 �l CORRESPONDENCE IN SUPPORT OF 60B 60B -11 rmmiy El Centro Cultural de Mexico 313 N Birch Street Santa Ana, CA 92701 elcentroculturaldemexico.org Dear Councilmembers, I am writing to wholeheartedly support the Wellness District Resolution, a vision to guide downtown Santa Ana's transformation so that all residents can have an opportunity to participate and thrive in the new prosperity. The changes coming to downtown Santa Ana are exciting. The area has long been the region's cultural and economic hub, and the transformation promises to turn Santa Ana into a premier destination. The Wellness District complements that future with innovative ideas to ensure that downtown Santa Ana continues to meet the needs of its most loyal and reliable customer base — its local residents. Along with new restaurants and retail, the Wellness District seeks to provide balance by ensuring that local residents have options that meet their needs, such as places to buy affordable grocery stores and everyday wellness products. The proposal also calls for more bike lanes, a mercado to incubate local artists and businesses, and opportunities for micro- farming in the heart of the city. These ideas are examples of equitable development that includes the need of underserved residents. They also are good economics: the purchasing power of local residents is projected to be $137 million, which could help fuel the area's growth. More importantly, this is a vision of downtown that residents want. The Wellness District was created by a diverse coalition of non - profit organizations, longtime business owners, and adult and youth residents who want to ensure that downtown will continue to reflect their needs and sense of community. They want to provide input to the changes, and are also willing to invest in its future. Already, this coalition has supported efforts to brand and market downtown Santa Ana as a unique destination that celebrates its cultural heritage. With the implementation of the Wellness District, the city council can demonstrate its commitment to making Santa Ana a great place to live, work, and play for all. We urge you to support this vision of a healthy and vibrant downtown Santa Ana. Sincerely, Joese Hernandez El Centro Cultural de Mexico 60B -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: NOTICE OF PUBLIC HEARING — EMERGENCY ORDINANCE AMENDING SAMC CHAPTER 39, ARTICLE VI, RELATING TO THE EXISTING WATER CONSERVATION PROGRAM AND RECEIVE DIRECTION ON DECLARATION OF STAGE 2 WATER SUPPLY SHORTAGE {STRATEGIC PLAN NO. 5, 2} C• M. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 01,•-:• O ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt an emergency ordinance amending Santa Ana Municipal Code Chapter 39, Article VI with updated regulations for conservation of the public water supply. 2. Discuss and direct staff to declare a Stage 2 water supply shortage at the regularly scheduled council meeting on June 2, 2015. DISCUSSION The City Council will consider adoption of an ordinance amending Article VI, Conservation of Public Water Supply, of Chapter 39 of the Santa Ana Municipal Code. The proposed amendments to the City's existing water conservation program are to comply with changes in the State of California Drought Emergency Water Conservation regulations, as approved on May 5, 2015, to restrict overall potable urban water usage across the state by 25 percent. To meet this goal, the regulations require urban water suppliers, including the City of Santa Ana, to reduce monthly total potable water production by a percentage identified by the state as their conservation standard. The City's conservation standard has been fixed at 12 percent based on per capita water usage. The amendments are designed to help achieve this standard by incorporating additional restrictions in the City's water conservation program, with increasing restrictions on water use by City residents according to the level of water supply shortages that may be declared by the City Council. In 1990, the City established an ordinance of the Municipal Code that launched a water conservation and supply shortage program to assure reasonable and beneficial use of water, prevent waste of water, and maximize the efficient use of water within the City to minimize the effect and hardship of water shortage to the greatest extent possible. The water conservation and supply ordinance was last updated in 2009 to incorporate twelve specific prohibitions which 75A -1 Notice of Public Hearing to Consider Amendments to Existing Water Conservation Program May 19, 2015 Page 2 were intended to eliminate the waste and unreasonable use of water. Some of the requirements included in the updated ordinance were restricting landscape irrigation to night and early morning hours, prohibiting the washing down of driveways and other paved surfaces, prohibiting restaurants from serving water unless requested by customers, and establishing mandatory conservation regulations during declared water shortages. The state of California continues to experience severe drought conditions. On April 1, 2015, the Governor issued an executive order to cities and towns across California to cut water use by 25 percent as part of a sweeping set of mandatory drought restrictions, the first in state history. In addition, on April 14, 2015, the Governing Board of the Metropolitan Water District (MWD) took action to reduce water deliveries to its member agencies, including the City of Santa Ana, effective July 1, 2015. As a result of this action, beginning July 1, 2015, the City's water deliveries will be reduced by 15 percent. The action by MWD also includes heavy surcharges for member agencies that exceed their allocations. The surcharge will be roughly four times the normal price of an acre -foot of water for usage above the allocated amount. Consistent with the California Water Code, it is in the public interest to adopt an ordinance for water conservation purposes. The proposed ordinance incorporates newly adopted state regulations on the use of potable water, such as requiring that all newly constructed homes and buildings be irrigated with drip or micro spray systems, prohibiting irrigation of ornamental turf on public street medians with potable water, prohibiting irrigation of outdoor landscapes within 48 hours after rainfall, and allowing enforcement by fines of up to $500 dollars. The ordinance also affords the City more flexibility in the implementation of declared water shortages. City Council declaration by resolution is still required to activate a conservation phase (Water Shortage Level 1, 2, or 3) and its attendant mandatory water use restrictions, including penalties, if any, for violating water shortage restrictions. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action 75A -2 Notice of Public Hearing to Consider Amendments to Existing Water Conservation Program May 19, 2015 Page 3 FISCAL IMPACT Although there is no direct fiscal impact associated with this item, the future declaration of a wafter shortage under the provisions of this ordinance could result in a significant decrease in wafter sales and a corresponding decrease in revenue to thn Water Enterprise, Executive Director Public Works Agency FM /N3 /RR Exhibit: 1. Ordinance 75A -3 75A -4 (jxs 05- 12 -15) ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 39, ARTICLE VI OF THE SANTA ANA MUNICIPAL CODE RELATING TO WATER SHORTAGE CONTINGENCY PLAN THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. Article X, section 2 of the California Constitution declares that waters of the State are to be put to beneficial use, that waste, unreasonable use, or unreasonable method of use of water be prevented, and that water be conserved for the public welfare. B. The State of California continues to experience severe drought conditions. C. Conservation of current water supplies and minimization of the effects of water supply shortages that are the result of drought are essential to the public health, safety and welfare. D. Regulation of the time of certain water use, manner of certain water use, design of rates, method of application of water for certain uses, and installation and use of water - saving devices, provide an effective and immediately available means of conserving water. E. On April 1, 2015, Governor Jerry Brown issued an executive order to cities and towns across California to cut water use by 25% as part of a sweeping set of mandatory drought restrictions, the first in state history. F. On April 1, 2015, State water officials measured the lowest April 1 snowpack in more than 60 years of record - keeping in the Sierra Nevada. G. On April 14, 2015, the Governing Board of the Metropolitan Water District ( "MWD ") took action to reduce water deliveries to its member agencies, including the City of Santa Ana, effective July 1, 2015. H. Because of the action taken by the MWD, beginning July 1, 2015, the City's water deliveries will be reduced by 15 %. Ordinance No. NS -XXX 75A -5 Page 1 of 12 The MWD action also includes heavy surcharges for member agencies that exceed their allocations. The surcharge will be roughly four times the normal price of an acre foot of water for use beyond the allocated amount. J. The amount of water imported from Northern California through the State Water Project continues to be cut back from historical allocations. Imported water from the Colorado River, the MWD's other major supply source, is likewise at historical lows. K. California Water Code sections 375 et seq. empower any public entity which supplies water at retail or wholesale to adopt and enforce a water conservation program to reduce the quantity of water used by those within its service area after holding a public hearing and making appropriate findings of necessity for the adoption of a water conservation program. L. Consistent with California Water Code section 375, the city council finds that it is in the public interest to adopt this ordinance for water conservation purposes. M. Pursuant to Water Code section 376 and Government Code 6061, the City must publish in a newspaper of general circulation any ordinance or resolution adopting a water conservation program within 10 days after its adoption. N. Water Code section 377 establishes that, from the publication of an ordinance or resolution pursuant to section 376 until the repeal of the ordinance, it is a misdemeanor punishable by up to 30 days in county jail and /or a fine of up to $1,000 for any person to violate a requirement of the water conservation program. O. On May 19, 2015, the City of Santa Ana held a public hearing and made appropriate findings of necessity for the adoption of a water conservation program. P. All provisions of the Santa Ana Municipal Code related to Water Conservation which are repeated herein are repeated solely to comply with the provisions of Section 418 of the Charter of the City of Santa Ana. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the city council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. SECTION 2. The adoption of this ordinance is exempt from CEQA and a Notice of Exemption will be filed if this ordinance is adopted. Ordinance No. NS -XXX Page 2 of 12 75A-6 SECTION 3. This ordinance is effective immediately upon adoption or as otherwise established by State law. SECTION 4. Pursuant to Water Code section 376 and Government Code section 6061, the City of Santa Ana shall publish in a newspaper of general circulation this ordinance adopting a water conservation program within 10 days after its adoption. SECTION 5. ARTICLE VI of Chapter 39 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): ARTICLE VI. WATER SHORTAGE CONTINGENCY PLAN CONSERVATION OF THE PUBLIC IC WATER CI IDDI V SECTION 6. Section 39 -89 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 39 -89. Phasing. Phasing shall refer to the city council action of declaring water conservation Phase 1, 2, or 3 by resolution. SECTION 7. Section 39 -90 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 39 -90. Billing Unit. Billing unit means the unit of water rates for purpose of calculating water charges for a person's water usage and equals one hundred (100) cubic feet or seven hundred forty eight (748) gallons of water. SECTION 8. Section 39 -91 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 39 -91. Base Year. Base year is the twelve (12) month period designated by council to be the reference period for the water consumption reduction goal. SECTION 9. Section 39 -92 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 39 -92. Measurable Rainfall. For the purpose of this Article, measurable rainfall is defined as a rain storm that causes 0.5 inches of precipitation over a 24 hour period on all or a portion of the City. Ordinance No, NS -XXX 75A-7 Page 3 of 12 SECTION 10. Section 39 -93 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 39 -93. Newly constructed homes and buildings. Newly constructed homes and buildings means homes and buildings that have been issued a building permit by the City after May 31, 2015. SECTION 11. Section 39 -105 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -105. Determination of conservation level phase. The city council shall make findings of water supply shortage and declare the applicable water conservation bevel phase by resolution. The implemented phase of the water supply shortage shall be in effect until the city council declares that the water supply shortage has ended or until another phase has been implemented. SECTION 12. Section 39 -106 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -106. Permanent Water Conservation Requirements - Prohibition Against Water Wasting. The following water conservation requirements are effective at all times and are permanent. Violations of this section will be considered waste and an unreasonable use of water: (1) Washing down sidewalks, walkways, driveways, parking areas or other paved surfaces, except as is required to dispose of dangerous liquids or alleviate safety or sanitary hazards and then only by use of a hand -held bucket, or hand- held hose equipped with a positive self - closing water shut -off device is prohibited. (2) Watering of lawn, landscape or other turf areas except between the hours of 6:00 p.m. and 9:00 a.m. is prohibited, except by use of a hand -water shut -off nozzle or device, or for very short periods of time for the express purpose of adjusting or repairing an irrigation system. Ordinance No. NS -XXX Page 4 of 12 75A -8 (3) The use of water to clean, fill or maintain levels in decorative fountains, ponds, lakes or other similar aesthetic structures unless such water is part of a re- circulating system is prohibited. (4) No restaurant, hotel, cafe, cafeteria or other public place where food is sold, served or offered for sale shall serve drinking water to any customer unless expressly requested. (5) Using water to wash or clean a vehicle, including but not limited to any automobile, truck, van, bus, motorcycle, boat or trailer, is prohibited, except by use of a hand -held bucket or hand -held hose equipped with a positive self - closing water shut -off nozzle or device. This subsection does not apply to any commercial car washing facility. (6) Hotels, motels and other commercial lodging establishments must provide customers the option of not having towels and linen laundered daily. Commercial lodging establishments must prominently display notice of this option in each bathroom using clean and easily understood language. (7) Food preparation establishments such as restaurants or cafes, are prohibited from using non -water conserving dish wash spray valves. (8) All leaks, breaks, or other malfunctions in the water user's plumbing or distribution system must be repaired within seventy -two (72) hours of notification by the City, unless other arrangements are made with the City. (9) No installation of single pass cooling system: Installation of single pass cooling systems is prohibited in buildings requesting new water service. (10) Commercial Car Wash System: Effective on January 1, 2012, all commercial conveyor car wash systems must have installed operational re- circulating water systems, or must have secured a waiver of this requirement from the City. (11) Watering or irrigating of any lawn, landscape or other vegetated area in a manner that causes or allows excessive water flow or runoff onto an adjoining sidewalk, driveway, street, alley gutter or ditch is prohibited. (12) No installation of non - recirculating in commercial car wash and laundry systems: Installation of non -re- circulating water systems is prohibited in new commercial conveyor car wash and new commercial laundry systems. (13) The use of water to irrigate outdoor landscapes during or within 48 hours after measurable rainfall. (14) The irrigation with potable water of ornamental turf on public street medians. Ordinance No. NS -XXX 75A-9 Page 5 of 12 (15) The _irrigation with potable water outside of landscapes outside of newly constructed homes and buildings in a manner inconsistent with requlations or other requirements established by the California Building Standards Commission and the Department of Housing and Community Development. SECTION 13. Section 39 -107 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -107. Water GenseFyaflon Level Phase 1 Water Suppl Shortage. Upon the declaration by the council of a Level Phase 1 water supply shortage, council will implement the mandatory bevel Phase 1 conservation measures identified in this section. In addition to the prohibited uses of water identified in section 39 -106, the following water conservation requirements apply during a declared Level Phase 1 water supply shortage: (1) Restrictions on watering lawn, landscape or other turf areas shall be modified to prohibit watering more often than every other day or Monday, Thursday, and Saturday. and sSuch areas shall only be watered between the hours of 6:00 p.m. and 6:00 a.m. This provision shall not apply to commercial nurseries and golf courses. (2) The watering of lawn, landscape or other turf areas of commercial nurseries or golf courses shall be allowed between the hours of 6:00 p.m. and 6:00 a.m. There shall be no restriction on watering utilizing reclaimed water. (3) No customer shall make, cause, use or permit the use of water for any purpose in excess of the applicable percentage of the amount used in the customer's premises during the corresponding billing period of the base PFiGF Ga;eRdar year as set by council, such percentage to be determined by city council and set forth in the resolution declaring Level Phase 1. There shall be no restriction on the use of reclaimed water under this provision. (4) All leaks, breaks, or other malfunctions in the water user's plumbing or distribution system must be repaired within seventy -two (72) hours of notification by the City, unless other arrangements are made with the City. SECTION 14. Section 39 -108 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -108. Water Conserva Level Phase 2 Water Supply Shortage. Upon the declaration by the council of aL-evel Phase 2 water supply shortage, council will implement the mandatory bevel Phase 2 conservation measures identified in this section. In addition to the prohibited uses of water identified in section 39 -106 and Ordinance No. NS -XXX Page 6 of 12 75A -1 0 section 39 -107, the following water conservation requirements apply during a declared Level Phase 2 water supply shortage: (1) Watering lawn, landscape or other turf areas shall be modified to prohibit watering more often than two days per week or Monday and Thursday. aqd sSuch areas shall only be watered between the hours of 6:00 p.m. and 6:00 a.m. This provision shall not apply to commercial nurseries and golf courses. (2) It is prohibited to water lawn, landscape or other turf areas of commercial nurseries or golf courses more often than every other day and watering shall only water occur between the hours of 6:00 p.m. and 6:00 a.m. There shall be no restriction on watering utilizing reclaimed water. (3) It is prohibited to L1use water from fire hydrants except for firefighting and related activities. Other uses of water for municipal purposes shall be limited to activities necessary to maintain the public health, safety and welfare. (4) No customer shall make, cause, use or permit the use of water for any purpose in excess of the applicable percentage of the amount used in the customer's premises during the corresponding billing period of the base PFieFGalendar year as set by council, such percentage to be determined by City council and set forth in the resolution declaring Level Phase 2 water supply shortage. There shall be no restriction on the use of reclaimed water under this provision. (5) All leaks, breaks, or other malfunctions in the water user's plumbing or distribution system must be repaired with forty -eight (48) hours of notification by the City, unless other arrangements are made with the City (6) Re- filling of more than one foot and initial filling of residential swimming pools or outdoor spas with potable water is prohibited. SECTION 15. Section 39 -109 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -109. Emergency Condition, level Phase 3 Water Supply Shortage _ Emergency Condition. Upon the declaration of a Level Phase 3 water supply shortage, the council will implement the mandatory Level Phase 3 conservation measures identified in this section. In addition to the prohibited uses of water identified in section 39 -106, section 39 -107 and section 39 -108, the following water conservation requirements apply during a declared Level Phase 3 water supply shortage: (1) Watering or irrigation of lawn, landscape or other vegetated area with potable water is prohibited. The restriction does not apply to the following categories of Ordinance No. NS -XXX 75A -11 Page 7 of 12 use, unless the council has determined that recycled water is available and may be applied to use: a. Maintenance of vegetation, including trees and shrubs, that are watered using a hand -held bucket or similar container, hand -held hose equipped with a positive self - closing water shut -off nozzle or devise; b. Maintenance of existing landscape necessary for fire protection; c. Maintenance of existing landscape for soil erosion; d. Maintenance of landscape within active public parks and playing fields, day care centers, golf course greens, and school grounds, provided that such irrigation does not exceed two (2) days per week according to the schedule and time restriction established in section 39 -108. (2) All leaks, breaks, or other malfunctions in the water user's plumbing or distribution system must be repaired within twenty -four (24) hours of notification by the City, unless other arrangements are made with the City. (3) No new potable water service will be provided, no new temporary meters or permanent meters will be provided and no statement of immediate ability to serve or provide water service (such as, will -serve letters, certificates, or letters of availability) will be issued, except under the following circumstances: a. A valid, unexpired building permit has been issued for the project, or b. The project is necessary to protect the public health, safety, or welfare; or c. The applicant provides substantial evidence of an enforceable commitment that water demands for the project will be offset prior to the provision of a new water meter(s) to the satisfaction of the City. This provision does not preclude the resetting or turn -on of meters to provide continuation of water service or the restoration of service that has been interrupted for a period of one year or less. (4) No customer shall make, cause, use or permit the use of water for any purpose in excess of the applicable percentage of the amount used in the customer's premises during the corresponding billing period of the base Ada year as set by council, such percentage to be determined by city council and set forth in the resolution declaring Level Phase 3. There shall be no restriction on the use of reclaimed water under this provision SECTION 16. Section 39 -110 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -110. Implementation of water conservation phases. Ordinance No. NS -XXX Page 8 of 12 75A -1 2 (a) Each month the department shall monitor and evaluate the demand for water by customers and the projected available supply. Upon determination of potential or actual water supply shortage, the director of public works shall recommend to the city council the extent of the conservation phase required by customers in order for the department to prudently supply water to customers. (b) The city council shall make findings of shortage and declare the conservation phase by resolution. Said resolution shall specify the start date of the conservation phase. The resolution shall be published once in a daily newspaper of general circulation within the city and shall become effective immediately upon such publication (c) The provision of section 39- 107(3) and 39- 108(4) and 39- 109(4) requiring curtailment in the use of water shall be effective the first full billing period commencing on or after the date of such publication. (d) For the purpose of determining compliance with the water use reductions in sections 39 -107 (3), 39 -108 (4), and 39 -109 (4) commercial, industrial and institutional users can request that water use reduction is calculated on an aggregate basis on all accounts owned by the same user. The request shall be considered and approved by the Director of the Public Works Agency. (e) For new water accounts and accounts without historical water use in the base year, water use reduction level shall be based on the average base year use of similar types of users in the city. SECTION 17. Section 39 -111 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -111. E" lusiyit^o Cumulative penalties. Notwithstanding any other provision of the Santa Ana Municipal Code, the penalties set forth in section 39 -112 for violations relating to the curtailment in the use of water shall be GXGlusive and a cumulative with any other section of this Code or State law. All monies collected by the City pursuant to any of the penalty provisions of this Article shall be deposited in the Water Stewardship fund, to be used for Water Conservation outreach and education activities. SECTION 18. Section 39 -112 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Ordinance No. NS -XXX 75A -1 3 Page 9 of 12 Sec. 39 -112. Enforcement and Penalties for Violation of Water Allocation Requirements. Violation by any customer of sections 39- 107(3) and 39- 108(4) and 39- 109(4) requiring curtailment in the use of water shall be penalized as follows: (1) First violation. The director of public works or his designee shall issue a written notice in the utility bill of the fact of a first violation to the customer. (2) Second and subsequent violations. The director of public works or his designee shall issue a written notice in the utility bill of the fact of a second and subsequent violation to the customer. For a second violations within the preceding twelve (12) calendar months, the director of public works or his designee shall impose a surcharge in an amount set by the city council, on the water use in excess of the water allocation requirements. equal to fifteen (15) nor non} (150) of the n c }nmor•'s water boll FeaSGRablo GGStS 'n Fed fnr'nstallin and fnr rem n the fl } ' }' de iGes and fOr restorat;e„ of n.,,,,,al ° , .rice. Gross Violations. Customers who have three violations within a twelve (12) month period shall be deemed gross violators and shall be subject to the installation of a flow restrictor device as determined by the Director of Public Works or his designee. The charge for installing and removing a flow- restricting device and any other penalties or charges due the city from the customer or due from any person who has applied for water service, shall be paid before normal service can be restored. SECTION 19. Section 39 -114 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -114. Exemption. Single- family residential customers shall not be required to reduce consumption below eighteen (18) billing units per bi- monthly billing period during water supply shortage Levels Phase 1 and 2. Multi- family residential customers shall not be required to reduce consumption below eighteen (18) billing units per bi- monthly billing period for each dwelling unit during water supply shortage Levels Phase 1 and 2. Ordinance No, NS -XXX Page 10 of 12 75A-14 For water shortage LevelPhases 2 and 3, the bi- monthly exemption amount for single family and multi - family customers shall be determined by the city council and as set forth in the resolution declaring a water supply shortage Phase Level 2 or 3. SECTION 20. Section 39 -115 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (new language underlined, deleted language in strikeout for tracking purposes only): Sec. 39 -115. Notice of Violation of Provisions other than Water Allocation Requirements. For violations of this Article not related to sections 39- 107(3) and 39- 108(4) and 39- 109(4) requiring curtailment in the use of water, the director of public works or his designee shall give notice of violation to the customer committing the violation as follows: (1) Notice of violation shall be given in writing in the following manner: a. By giving the notice to the customer personally; or b. If the customer is absent from or unavailable at the premises at which the violation occurred, by leaving a copy with some person of suitable age and discretion at the premises and sending a copy through the regular mail to the address at which the customer is normally billed; or c. If a person of suitable age or discretion cannot be found, then by affixing copy in a conspicuous place at the premises at which the violation occurred and also sending a copy through the regular mail to the address at which the customer is normally billed. (2) The notice shall contain a description of the facts of the violation, a statement of the possible penalties for each violation and a statement informing the customer of his right to a hearing on the merits of the violation pursuant to section 39 -116. (3) A second and subsequent violation, within the preceding twelve (12) calendar months of the first notice of violation, is punishable by a fine not to exceed five hundred dollars ($500) per notice. SECTION 21. 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 75A -1 5 Page 11 of 12 ADOPTED this day of 2015. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: J se Sandoval C ' f Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS -XXX Page 12 of 12 75A -1 6 REQUEST FOR COUNCIL / SUCCESSOR AGENCY ACTION CITY COUNCIL MEETING DATE: MAY 19, 2015 TITLE: SECOND AMENDMENT AND EXTENSION OF SETTLEMENT AGREEMENT AND MUTUAL AND GENERAL RELEASE WITH GERALD PEEBLER FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS WITHIN THE SOUTH MAIN CORRIDOR {ST77?W C. CITY MANAGER RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: UT-J-7561wk ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 ®t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the second amendment and extension of the settlement agreement and mutual and general release with Gerald Peebler to extend the deadline for Peebler /UCI to submit the list of proposed public improvements to December 31, 2015, and the deadline for the City to review and approve the list will be extended to March 31, 2016, subject to non - substantitive changes approved by the City Manager and City Attorney. SUCCESSOR AGENCY ACTION Authorize the City Manager and the Clerk of the Council to execute the second amendment and extension of the settlement agreement and mutual and general release with Gerald Peebler to extend the deadline for Peebler /UCI to submit the list of proposed public improvements to December 31, 2015, and the deadline for the City to review and approve the list will be extended to March 31, 2016, subject to non - substantitive changes approved by the City Manager and City Attorney. DISCUSSION On November 18, 2014, the City Council authorized a Settlement Agreement and Mutual and General Release with Gerald Peebler. The Settlement Agreement, dated November 14, 2014, stipulated the establishment and deposit of $4.7 million into the "Peebler Fund" for the 80A -1 Second Amendment and Extension — Settiement Agreement May 19, 2015 Page 2 construction of public improvements within the South Main Corridor area, $250,000 for design services to be provided by Gensler and Associates, and other provisions. One of those provisions specified that within six months of the date of the original settlement agreement, Peebler /University of California, Irvine School of Law, Community and Economic Development Clinic ( "UCI ") is required to submit a list of proposed public improvements to the City for review and approval, and that the City will be required to approve the list of publicimprovements for development within nine months of the date of the agreement. These deadlines are currently May 14, 2015 and August 14, 2015, respectively. To date, Peebler /UCI has not executed the agreement with Gensler and Associates for design services and is not ready to submit the list of proposed public improvements by the May 14, 2016 deadline. Therefore, Peebler /UCI has requested an extension of the deadlines. In order to provide Gensler sufficient time to provide the design services in order for the list of proposed public improvements to be developed, It Is recommended that Peebler /UCI's request be granted, Therefore, the Second Amendment and Extension of Settlement Agreement and Mutual and General Release (Exhibit 1) will extend the deadline for Peebler /UCI to submit the list of proposed public improvements to December 31, 2015, and the deadline for the City to review and approve the list will be extended to March 31, 2016. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets). FISCAL IMPACT There is no fiscal impact associated with this action, Kelly Reenders Executive Director Community Development Agency kr /sg /sb Exhibit; 1. Second Amendment and Extension of Settlement Agreement and Mutual and General Release 80A -2 SECOND AMENDMENT AND EXTENSION OF SETTLEMENT AGREEMENT AND MUTUAL AND GENERAL RELEASE This Second Amendment and Extension of Settlement Agreement and Mutual and General Release ( "Amendment ") is entered into this 19' day of May, 2015, by and between Gerald Peebler ( "Pechter "), the City of Santa Ana, a charter city and municipal corporation ( "City ") and the Successor Agency to the Former Redevelopment Agency of the City of Santa Ana ( "Successor Agency"). Peebler, City and Successor Agency are collectively referred to herein as the "Parties," RECITALS: A. The Parties entered into the Settlement Agreement and Mutual and General Release ( "said Agreement ") dated November 14, 2014 whereby the City agreed to establish and deposit Four Million Seven Hundred Thousand Dollars ($4,700,000) into a separate fund (the " Peebler Fund ") which was to be used solely for the following purposes: a. Construction of public improvements (the "Public Improvements ") as proposed to be developed by Gensler and Associates in the South Main Corridor (as defined below) and as approved by the City, as more fully set forth in said Agreement, b. Administrative and related costs incurred by the City arising from and related to the implementation of said Agreement, in an amount not to exceed Twenty Percent (20 %) of the cost of the Public Improvements; and c. Peebler's litigation costs in the amount of Six Thousand Four Hundred Nineteen Dollars and Thirty -three Cents ($6,419.33) to be paid to the University of California, Irvine School of Law, Community and Economic Development Clinic ( "UCI" ). B. In addition to the Peebler Fund, City agreed to allocate an additional Two Hundred Fifty Thousand Dollars ($250,000) ( "Design FunW') to pay for the services of Gensler and Associates ( "Gensler ") to develop a plan for the Public Improvements in the South Main Corridor. As used in said Agreement, "South Main Corridor" means (i) South Main Street between Warner Avenue and First Street; and (ii) First Street between Parton Street and Standard Avenue, "Public Improvements" was defined to mean public facilities, streets, drains, sewers, parks, sidewalks, streetscapes, landscaping and lighting located on public property or in public rights -of -way. C. Per said Agreement, UCI was to contract with Gensler to prepare the Public Improvement projects for the South Main Corridor, and submit claims to the City for reimbursement, along with supporting documentation, for payment to Gensler. The Parties agreed that in no event shall the City be obligated to pay more than Two Hundred Fifty Thousand Dollars ($250,000) for the costs of the design work for the South Main Corridor Public Improvements. ;ir D. Said Agreement was amended on January 30, 2015 to clarify that certain litigation costs ($998,75) awarded by the trial court in Peebler v. Department of Finance, Sacramento County case mumbo 34- 2012 - 80001172 -CU -MW -GDS were to be paid to UCI from the Peebler Fund by the City /Successor Agency, E. Said Agreement contained cert,, n timeframes and deadlines that must be amended and extended by this Second Amendment. NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows; The second paragraph of Section 3 of said Agreement shall be amended and extended to allow for an additional seven (7) months for UCI and /or Design Finn to submit a list of proposed Public Improvements to City for review and approval on or before December 31, 2015, so that a list of City - approved Public Improvements can be developed within ten (10) months of the date of this Amendment or by March 31, 2016, 2. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. {Signatures on Following Page) • I M IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to said Agreement the date and year first above written. ATTEST: Maria Huizar Clerk of the Council APPROVED AS TO FORM: Sonia Carvalho, City Attorney Lisa Store](, Assistant City Attorney RECOMMENDED FOR APPROVAL: Kelly Reenders, Executive Director Community Development Agency CITY OF SANTA ANA David Cavazos City Manager SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA David Cavazos City Manager SCOTT PEEBLER, as successor in interest to Gerald Peebler APPROVED AS TO FORM: Carrie Hempel, University of California Irvine School of Law • 11. FORM FO., COUNCIL AGENDA ITEM 85B. REQUEST FOR REPAIRING AND REPAVING OF CENTENNIAL EDUCATION CENTER AND CENTENNIAL PARK PARKING AREAS AND REQUEST TO PREPARE A PLAN TO REPLACE OR REPAIR THE LIGHTING — Mayor Pulido ACTION: Approve Rancho Santiago Community College District's (the "District ") proposal to repave the parking lot at Centennial Park, followed by, developing plans to replace the lighting at Centennial Park. FISCAL IMPACT: The cost of repairing and repaving the parking lot is estimated to be $167,000 fifty percent (50 %) to be paid for by the District and fifty percent (50 %) to be paid by the City, pursuant to the terms of a "Reimbursement Agreement" to be negotiated with the District. The District has agreed to initially pay for repaving of the parking lot and be reimbursed later by the City for its portion of the cost, pursuant to the Reimbursement Agreement. The District currently possesses a leasehold interest in the Centennial Park Center. The plan to replace or fix the light poles at Centennial Park needs to be developed and the cost of preparing the plan is minimal. The actual cost of replacing or repairing the lights at Centennial Park will be part of the plan. The City is responsible for maintain the lighting at Centennial Park. The cost for repairing and repaving the parking lot may also be offset by the Orange County Water District pursuant to an existing Memorandum of Understanding between the City and the Water District. NOTICING REQUIREMENTS: A Legal Notice is not required to be posted, published, or mailed in regard to this matter, other than on a time posted Agenda. REPORT SUMMARY: The City currently owns Centennial Park, and has granted the District a license to use a portion of Centennial Park for certain classrooms which are known as the Centennial Education Center. The parking areas and the lights in the parking areas are in need of replacement or repair and are a safety hazard to the students that attend the Centennial Education Center and the members of the public that visit the park. Pursuant to the City Charter, Section 411, Mayor Miguel - Pulido, proposes that the City: (1) execute a Reimbursement and Right of Entry Agreement with the District so that the District may make all necessary repairs to the parking lot during the District's summer vacation period in accordance with the scope of work attached hereto, and (2) provide the City Council with a plan to repair or replace the lights in Centennial Park on or before the City Councils first meeting in September 2015. If the repairs and repaving of the parking areas are not allowed to be made now, the District will have to wait another year to make the repairs due to the scheduled classes. ATTACHMENTS: A copy of the proposed scope of work to repair and repave the parking lots in Centennial Park. .• FOOM�N FOON[W f- C 70 EN W s C N ICI � ° m d O p V C � N O O N N M CO N J > O N N CO CO 4 r-� 4t 4 � 4, O Q coca nano ..a. o 0 0 0 0 FOOPM "c e 6 6 S geow d b �# Id tl P_ 4AW .x,40_ m a N N N e ry m m a _ � • _ o u 0 . l' • i'n wn PmN.. .. C e� U m O � • •� W � xm M ■ �_. W U A; 9 Cr > > _ ■ ■ o N o O y N w w N d __ wool FDA ■ — N LL LLLLLLLL = v U W N z W a N FE 4 r-� 4t 4 � 4, O Q coca nano ..a. o 0 0 0 0 FOOPM "c e 6 6 S geow d b �# Id tl P_ 4AW .x,40_ m a z O Q U 0 w z z w z Z W U N N N e ry m m a U x n x � C i'n wn PmN.. .. C e� U O O � O •� W � xm Asx W U A; 9 Cr > > o� ho vi N N N '1 P N n VI o N o O y N w w N d FDA N LL LLLLLLLL W v U W N z W a N z O Q U 0 w z z w z Z W U U � C C e� U O O � O •� W � W U A; EXHIBIT B - SCOPE OF WORK Centennial Education Center (CEC) Parking Lot Restoration and Restripe Location: Area of work is located at Rancho Santiago Community College District's Centennial Education Center at 2900 W. Edinger Ave. Santa Ana, Ca. 92704. 1. Restoration and restriping of the parking lot areas to the North and East of the CEC Buildings. Refer to Exhibit B for details. 2. Proj ect duration is 44 calendar days from April 3 — May 17, 2015. The work is to be completed in 3 Phases. Phase 1 - April 3-12,2015 for the asphalt removal, replacement and overlay. Phase 2 — Asphalt cure time. There will be no work activities during Ph 2. Phase 3 — May 16 — 17, 2015 for the application of the slurry seal and parking lot striping. In the event of scheduling conflicts or inclement weather during April 3 -12, 2015 which does not allow for the removal, replacement and overlay work to be completed, the work will be re- scheduled to take place between June 8 and July 19, 2015. District to bare no increase in project cost due to re- scheduling of the work from April to June. 3. Parking Lots #1 (Alt 1) and #2 are to have the damaged AC removed and replaced with new 4" asphalt . A new 1.5" asphalt overlay is to be applied to the entire asphalt surface of Parking Lots #I (Alt 1) and #2. New parking stall striping and red Fire lane stencil and red curb to meet Fire Department requirements. The required AC repairs, slurry and striping work for Parking Lot #1 is to be included in Additive Alternate #1. a. Saw -Cut and Remove existing damaged asphalt to a total depth of (4) inches and haul away spoils to a legal dumpsite. Refer to Exhibit C for limits and locations of asphalt removals and replacements. b. Compact soil at removal locations to 95% prior to placement of (4) inches of new hot asphalt. Roll and Compact. c. Clean existing asphalt surface and mill (grind) along edges to a total depth of (1.5) inches and haul away spoils. Provide smooth transitions from new paving to existing surfaces. d. Install leveling course with hot asphalt as needed. e. Clean and crack fill existing asphalt surface of Parking Lots #1 (Alt 1) and #2, apply tack coat and Machine overlay entire asphalt area with (1.5) inches of hot asphalt, roll and compact. f Raise manholes and water valves up to new grade elevation set in concrete. g. Edges tapered to meet existing to maintain water drainage as best as possible h. Apply 2 coats of slurry seat after new asphalt overlay has cured 30 days. Slurry seal coats are to be installed on the first Saturday and Sunday after the 30 day cure time of the new asphalt. All premium wage rates for weekend work are to be included in the base bid amount. .o i. Restripe parking stalls and re- stencil back to original layout. Parking stalls shall not be less than eight (8) feet six (6) inches wide and eighteen feet(18') long with single stripe. All striping work is to be completed on the Saturday or Sunday immediately following the application of the seal coat. All premium wage rates for weekend work are to be included in the base bid amount. j. Provide temporary parking lot striping at handicap stalls after placement of new asphalt and prior to application of the new slurry seal. k. Paint Fire lane stencil and red curb to meet Fire Department requirements. 4. Parking Lot 3 is to receive 2 coats of slurry seal, parking stall striping, Fire lane stencil and red curb to meet Fire Department requirements. a. Apply 2 coats of slurry on the entire lot. b. Restripe parking stalls and re- stencil back to original layout. c. Paint Fire lane stencil and red curb to meet Fire Department requirements. 5. Provide traffic and pedestrian control for the duration of the project and as required to protect the new surface from vehicle and pedestrian traffic. .O