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FULL PACKET_2017-04-04
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA MARCH 21, 2017 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:09 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:15 P.M.) P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO JUAN VILLEGAS COUNCILMEMBERS Absent: MICHELE MARTINEZ, Mayor Pro Tem SAL TINAJERO STAFF Present: GERARDO MOUET, Acting City Manager JOHN FUNK, Assistant City Attorney MARIA D. HUIZAR, Clerk of the Council Quorum was established thru presence of Councilmembers Benavides, Sarmiento, Solorio and Villegas. MOTION: Elect Councilmember Benavides as Chair (pursuant to SAMC 2- 101 due to unavailability of Mayor and Mayor Pro Tem). MOTION: Sarmiento VOTE: AYES NOES: ABSTAIN: ABSENT: PUBLIC COMMENTS - None SECOND: Villegas Benavides, Sarmiento, Solorio, and Villegas (4) None (0) None (0) Martinez, Pulido, Tinajero (3) CITY COUNCIL MINUTES 1 MARCH 21, 2017 10A-1 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 -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One case. 2. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: CLAIMANT: Amri Sato, Claim No. 2016-093 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 4. PUBLIC EMPLOYEE APPOINTMENT, EMPLOYMENT, EVALUATION OF PERFORMANCE, DISCIPLINE, OR DISMISSAL/RELEASE OF A PUBLIC EMPLOYEE OR TO HEAR COMPLAINTS OR CHARGES BROUGHT AGAINST THE EMPLOYEE BY ANOTHER PERSON OR EMPLOYEE UNLESS THE EMPLOYEE REQUESTS A PUBLIC SESSION pursuant to Section 54957(b)(1) of the Government Code: Title: Acting/City Manager CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 5:45 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 MARCH 21, 2017 10A-2 CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:46 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO (6:06 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: MICHELE MARTINEZ, Mayor Pro Tem STAFF Present: GERARDO MOUET, Acting City Manager SONIA R. CARVALHO, City Attorney (6:58 P.M.) MARIA D. HUIZAR, Clerk of the Council KATHERINE QUIROZ, CESAR E. CHAVEZ HIGH SCHOOL POLICE CHAPLAIN DOUG HARDIN SPECIAL PRESENTATION - Orange County Water District's presentation of Groundwater Basin and Upcoming Projects presented by John Kennedy, Executive Director of Engineering and Water Resources, Engineering and Local Resources. PROCLAMATION AND CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to the Orange County Labor Federation, Planned Parenthood and coordinators of the OC Women's March in recognition of National Women's History Month. PROCLAMATION AND CERTIFICATES OF RECOGNITION presented by MAYOR PULIDO to Cal State Fullerton's Women, Politics, and Activism Project in recognition of National Women's History Month. CITY COUNCIL MINUTES 3 MARCH 21, 2017 10A-3 CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to Relay for Life of Santa Ana for their outstanding contributions to the community. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SOLORIO to the leaders of Casa de Santiago Neighborhood Association for their outstanding contributions to the community: Terry McCall, Joanna Peterson, Diane William, Gavin William. PROCLAMATION presented by COUNCILMEMBER SOLORIO declaring March 31st as Cesar Chavez Day and CERTIFICATES OF RECOGNITION to the following individuals for promoting his legacy in the community: Matthew Cruz, David Fey, Seferino Garcia, Juan Osuna, Alfonso Rodriguez and Ross Romero, Judith Serafini. CLOSED SESSION REPORT - See Item 19A for any reportable actions. AGENDA ITEMS CONSIDERED OUT OF ORDER COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DIRECT STAFF TO ESTABLISH AN INDEPENDENT REVIEW OR CITIZEN REVIEW BOARD TO REVIEW POLICE FORCE INCIDENTS, PROCEDURES AND POLICIES AND MAKE RECOMMENDATIONS TO THE CITY COUNCIL — MAYOR PRO TEM MARTINEZ MOTION: Continue matter to allow author of item to be present. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: ORDINANCES/SECOND READING SECOND: Solorio Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) None (0) Martinez (1) CITY COUNCIL MINUTES 4 MARCH 21, 2017 10A-4 In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. *Mayor Pulido abstained on Agenda Item I IA out of an abundance of caution and left the dais during discussion and deliberation on said item. Councilmember Sarmiento attained the Chair and presided over matter. 11A. SECOND READING ORDINANCE: REGULATE MOBILE FOOD VENDING VEHICLES (STRATEGIC PLAN NO 5, 1) — Planning and Building Agency Placed on first reading at the March 7, 2017 City Council meeting and approved by a vote of 5-0 (Pulido abstained and Sarmiento absent). Published in the Orange County Reporter on March 10, 2017. Councilmember Sarmiento and Tinajero suggested a continuance to allow additional time to address concerns and also allow all members to be present and deliberate on matter. MOTION: Continue matter to the April 18, 2017 City Council Meeting. (30 day continuance). MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: *Mayor Pulido attained the Chair. SECOND: Benavides Benavides, Sarmiento, Solorio, Tinajero, Villegas (5) None (0) Pulido (1) Martinez (1) PUBLIC COMMENTS Irma Jauregui, spoke in support of Agenda Item 23A. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items 10A through 31A, with the following modifications: i Mayor Pulido pulled Agenda Item 25J for separate discussion; CITY COUNCIL MINUTES 5 MARCH 21, 2017 10A-5 • Councilmember Benavides requested an excused absence for Mayor Pro Tem Martinez; and • Councilmember Benavides pulled Agenda Item 25A for separate discussion. • Agenda Item 20A considered out of order; requires five affirmative votes. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Pulido, Sarmiento, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Solorio, Tinajero (3) ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF MARCH 7, 2017 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. CONSIDERED OUT OF ORDER BOARDS / COMMISSIONS / COMMITTEES 13A. NOMINATED BY COUNCILMEMBER SARMIENTO AS THE WARD 1 REPRESENTATIVE TO THE ENVIRONMENTAL AND TRANSPORTATION ADVISORY COMMITTEE FOR A FULL-TERM EXPIRING DECEMBER 15, 2020 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint Michael Macres to the Environmental and Transportation Advisory Committee (Ward 1 resident; replacing D. Reyes). CITY COUNCIL MINUTES 6 MARCH 21, 2017 1OA-6 13B. NOMINATED BY COUNCILMEMBER SARMIENTO AS THE WARD 1 REPRESENTATIVE TO THE PERSONNEL BOARD FOR A FULL-TERM EXPIRING DECEMBER 15, 2020 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Reappoint Maria Isabel Rivera to the Personnel Board (Ward 1 resident). 13C. NOMINATED BY COUNCILMEMBER VILLEGAS AS THE WARD 5 REPRESENTATIVE TO THE ENVIRONMENTAL AND TRANSPORTATION ADVISORY COMMITTEE FOR A FULL-TERM EXPIRING DECEMBER 15, 2020 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Appoint Miguel A. Gonzalez to the Environmental and Transportation Advisory Committee (Ward 6 resident; replacing I. Calvario). 13D. NOMINATED BY COUNCILMEMBER VILLEGAS AS THE WARD 5 REPRESENTATIVE TO THE ARTS AND CULTURE COMMITTEE FOR A FULL-TERM EXPIRING DECEMBER 15, 2020 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint Jessica B. Cha to the Arts and Culture Committee (Ward 1 resident; replacing M. Alvarado). MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve settlement as follow: AGMT NO. 2017-048 - LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: CLAIMANT: Amri Sato, Claim No. 2016-093, in the amount of $150,000 approved by 4-0 vote (Pulido, Tinajero and Martinez absent). 1913. EXCUSED ABSENCES — Clerk of the Council Office MOTION: Excuse the absence of Mayor Pro Tem Martinez from said meeting. 19C. STRATEGIC PLAN MONTHLY REPORT FOR FEBRUARY 2017 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office MOTION: Receive and file. CITY COUNCIL MINUTES 7 MARCH 21, 2017 10A-7 BUDGETARY MATTERS APPROPRIATION ADJUSTMENT MOTION: 1. Authorize emergency repairs to the Third and Birch Parking Structure, the First Street Bridge over the Santa Ana River, the Safety Wall adjacent to the railroad tracks near Lincoln Avenue and Beechwood Street, and a City -owned, 20 -foot -wide drainage channel located at the rear of 4080 First Street. 2. Award a contract to Arnaz Engineering Contractors, Inc., to perform the urgent repairs to the four locations identified above, with all four repairs to be performed on a time -and -materials basis in the total amount not to exceed $220,000, subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017-103 - Recognizing $30,000 from prior year fund balance in the Local Drainage Area Fund 221 revenue account, and appropriating the same amount into the Local Drainage Area Fund 221 expenditure account. MOTION: Benavides SECOND: Solorio VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES CITY COUNCIL MINUTES 8 MARCH 21, 2017 10A-8 22A. SPEC. NO. 17-019 - CONTRACT AWARDS FOR SAFETY SHOES {STRATEGIC PLAN NO. 7, 4} - Finance and Management Services; Public Works Agency and Parks Recreation and Community Sevices MOTON: Award contracts a one-year period expiring March 31, 2018, with provision for four one-year renewals exercisable by the City Manager and City Attorney, in annual aggregate amount not to exceed $50,000, subject to non -substantive changes approved by the City Manager and City Attorney with the following vendors: Vendor Location Industrial Safety Shoe Company Santa Ana Red Vying Shoe Store Santa Ana Shoeteria Orange 22B. SPEC. NO. 17-027 - CONTRACT AWARD FOR BARRACUDA DATA BACKUP AND SERVER MAINTENANCE {STRATEGIC PLAN NO. 6, 21 - Finance and Management Services; and Information Technology Department MOTION: Authorize a one-time purchase and payment of purchase order to CPAC, Inc. in the amount of $170,600, subject to non -substantive changes approved by the City Manager and City Attorney. 23A. AWARD CONTRACT FOR CONSTRUCTION OF THE PACIFIC ELECTRIC PARK PROJECT (PROJECT NO. 14-7513) {STRATEGIC PLAN NO. 6, 1G) - Public Works Agency; Parks, Recreation and Community Services Agency; and Community Development Agency MOTION: 1. Award a contract and authorize the City Manager and the Clerk of the Council to execute a construction contract with Lehman Construction, Inc., the lowest responsible bidder, in accordance with the base bid in the total amount of $1,998,650, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Pacific Electric Park project, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $2,416,691, which includes the contract base amount, administration, inspection, testing, and an authorized contingency of $214,436. AGREEMENTS CITY COUNCIL MINUTES 9 MARCH 21, 2017 10A-9 MOTION: AGMT: Authorize the City Manager and Clerk of the Council to execute an amendment with Acire, Inc., to extend the period of maintenance and support of the secure bicycle parking facilities in Santa Ana for an additional one-year term beginning April 8, 2017, through April 7, 2018 and include additional compensation of $31,700 for maintenance and support services during the extended period beginning April 8, 2017, through April 7, 2018, and an additional $31,700 maintenance and support services performed during the period beginning April 7, 2016 through April 7, 2017, subject to non -substantive changes approved by the City Manager and City Attorney. MOTION: Benavides SECOND: Solorio VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) 25B. AGMT NO. 2017-050 - CARNIVAL SERVICE RIGHTS FOR THE CINCO DE MAYO EVENT {STRATEGIC PLAN NO. 5, 5C) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Christiansen Amusement, Inc. in the amount of $32,500, for a term from March 21, 2017 through May 31, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. 25C. PERFORMERS ENTERTAINMENT SERVICES FOR VARIOUS CITY EVENTS {STRATEGIC PLAN NO. 5, 5C) - Parks, Recreation and Community Services Agency MOTION: 1. AGMT NO. 2017-051 - Authorize the City Manager and Clerk of the Council to execute an agreement with Volcan Advertising & Entertainment to provide entertainment bands or individual performers for city -produced events in the amount not -to -exceed $90,000 , for a term of March 21, 2017 to December 31, 2017, with two, one-year CITY COUNCIL MINUTES 10 MARCH 21, 2017 10A-10 renewal options for an amount not -to -exceed $90,000 per year, for a total amount not to exceed $270,000, subject to non -substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2017-052 - Authorize the City Manager and Clerk of the Council to execute an agreement with Professional Entertainment to provide entertainment bands or individual performers for city -produced events in the amount not -to -exceed $20,000, for a term of March 21, 2017 to December 31, 2017, with two, one-year renewal options for an amount not -to -exceed $20,000 per year, for a total amount not to exceed $60,000, subject to non -substantive changes approved by the City Manager and City Attorney. 25D. AGMT NO. 2017-053 - EQUIPMENT RENTAL SERVICES FOR VARIOUS CITY EVENTS {STRATEGIC PLAN NO. 5, 5C} - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Al Event & Party Rental in the amount not -to -exceed $150,000, for a term of March 21, 2017 to December 31, 2017, with two, one-year renewal options for an amount not -to -exceed $150,000 per year, for a total amount not to exceed $450,000, subject to non -substantive changes approved by the City Manager and City Attorney. 25E. AGMT NO. 2017-054 - FOURTH OF JULY FIREWORKS SHOW {STRATEGIC PLAN NO. 5, 5C} - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with PyroSpectaculars in the amount not -to -exceed $20,000, for a term of March 21, 2017 to December 31, 2017, with two, one-year renewal options for an amount not -to -exceed $22,000 per year, for a total amount not to exceed $64,000, subject to non -substantive changes approved by the City Manager and City Attorney. 25F. AGMT NO. 2017-055 - SECURITY SERVICES FOR VARIOUS CITY EVENTS {STRATEGIC PLAN NO. 5, 5C} - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Insure Protective Security in the amount not -to -exceed $45,000, for a term of March 21, 2017 to December 31, 2017, with two, one- year renewal options for an amount not -to -exceed $45,000 per year, for a total amount not to exceed $135,000, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 11 MARCH 21, 2017 10A-11 25G. AGMT NO. 2017-056 - STAGE AND EQUIPMENT RENTAL FOR VARIOUS CITY EVENTS {STRATEGIC PLAN NO. 5, 5C} - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with StagePlus in the amount not -to -exceed $70,000, for a term of March 21, 2017 to December 31, 2017, with two, one-year renewal options for an amount not -to -exceed $70,000 per year, for a total amount not to exceed $210,000, subject to non -substantive changes approved by the City Manager and City Attorney. 25H. AGMT NO. 2017-057 - TRAFFIC CONTROL EQUIPMENT FOR VARIOUS CITY EVENTS {STRATEGIC PLAN NO. 5, 5C} - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with California Barricades in the amount not -to -exceed $70,000, for a term of March 21, 2017 to December 31, 2017, with two, one-year renewal options for an amount not -to -exceed $70,000 per year, for a total amount not to exceed $210,000, subject to non -substantive changes approved by the City Manager and City Attorney. 251. INMATE FOOD SERVICES AND COMMISARY {STRATEGIC PLAN NO. 1, 3A} - Police Department MOTION: Continue to the April 4, 2017 City Council Meeting at the request of staff. MOTION: 1. Authorize the City Manager and Clerk of the Council to enter into an Exclusive Negotiation Agreement (ENA) with the Reimbursement Agreement for consideration to be executed with Caribou Industries Inc. for the Third and Broadway Development with the Proposed Scope of the Project, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Per Council direction, staff will attempt to complete the items listed in the Proposed Scope of the Project and ENA process in 60 days and in 30 days staff to transmit update in the form of a memorandum on status of project. MOTION: Pulido VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Benavides Benavides, Pulido, Sarmiento, Villegas (4) None (0) None (0) Martinez, Solorio, Tinajero (3) CITY COUNCIL MINUTES 12 MARCH 21, 2017 10A-12 MISCELLANEOUS - BUDGET 29A. DONATION AGREEMENT FOR YOUTH PROGRAMS {STRATEGIC PLAN NO. 5, 4} - Councilmember Sarmiento MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with TKO Youth Foundation for on-going youth programs for a one-time donation amount of $500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 29B. PAYMENT AUTHORIZATION TO PROCURE AMERICA FOR ELECTRIC UTILITY COST REDUCTION SERVICES {STRATEGIC PLAN NO. 4, 3D} - Finance and Management Services MOTION: Authorize payment of Procure America Invoice in the amount of $74,839.81 as compensation for generating electrical utility cost savings for various City departments. LAND USE MATTERS CONDITIONAL USE PERMIT/VARIANCE 31 A. MODIFY CONDITIONAL USE PERMIT NO. 2005-29 TO ALLOW THE SALE OF BEER, WINE, AND DISTILLED SPIRITS FOR ON -PREMISE CONSUMPTION AT EL CALAMAR RESTAURANT LOCATED AT 315 WEST SEVENTEENTH STREET - JOSEPH RODRIGUEZ, APPLICANT {STRATEGIC PLAN NOS. 3,2) - Planning and Building Agency Planning Commission approved recommended action on February 27, 2017, by a vote of 7-0. MOTION: Receive and file the staff report approving modification to Conditional Use Permit No. 2005-29 as conditioned. **END OF CONSENT CALENDAR** ADMINISTER OATH OF OFFICE TO THE NEWLY APPOINTED COMMISSIONERS: Environmental and Transportation Advisory Committee: Michael Macres, and Miguel A. Gonzalez CITY COUNCIL MINUTES 13 MARCH 21, 2017 10A-13 BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. ADOPT A RESOLUTION DECLARING SUPPORT FOR AN ENERGY PARTNERSHIP BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY AND SOUTHERN CALIFORNIA GAS COMPANY (STRATEGIC PLAN NO. 5,2) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2017-013 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING SUPPORT FOR AN ENERGY PARTNERSHIP BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY AND SOUTHERN CALIFORNIA GAS COMPANY TO BE KNOWN AS "ENERGY PARTNERSHIP" MOTION: Benavides SECOND: Sarmiento VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. AGENDA ITEM CONSIDERED OUT OF ORDER 85B. TO REDUCE THE LIKELIHOOD OF LOCAL RESIDENTS HAVING TO TRAVEL TO FAR -AWAY FACILITIES TO VISIT AND HELP FAMILY MEMBERS AND FRIENDS THAT MAY BE DETAINED BY ICE, AND IN RECOGNITION OF THE MEXICAN CONSULATE'S ANNOUNCEMENT TO OFFER INCREASED LEGAL SERVICES FOR IMMIGRANTS, AND LOCAL AVAILABILITY AND ACCESS TO IMMIGRATION ATTORNEYS IN SANTA ANA, DIRECT STAFF TO NEGOTIATE AND EXECUTE A CONTRACT WITH ICE, CONSISTENT WITH THE TERMS OF THE 2006 DATED CONTRACT — COUNCILMEMBER SOLORIO CITY COUNCIL MINUTES 14 MARCH 21, 2017 1 OA -14 The following spoke on the matter: • Celeste Ginnis, correction officer in Santa Ana, spoke in support of continuing ICE Contract. • Suzan Rudolph, resident of the City, support the jail, opined that housing own arrestees needed. • Lee Maneafaiga, commented on financial impact to the City with closure of facility. • Brenda Lewis, correctional officer, noted that detainees are being transported out of City and not released as requested by proponents of jail closure. • Ken Willard, opined that Sanctuary Ordinance has been approved; important to continue to protect the community. • Jeff Le Tournean, Orange County Democratic Party representative, spoke in opposition to proposal. • Heide Vargas (Arzola), urged contract be terminated. • Marisol Rivera, representing SEUI, to terminate contract. • Jorge Gutierrez, noted that 17 transgender inmates have been released since the last Council Meeting. • Roberto Herrera, opposed the balancing budget on the backs of immigrant community. • Alexis Nava Teodoro, opined that City not a Sanctuary City if it has an ICE contract. • Faby Jacome, Deportation Defense representative, expressed concern with proposal. • Stefany Urrea, concerned that correctional officers addressing the Council on matter when it's a conflict and inmates treated inhumanly. • Jose Morales, opposed to the contract with ICE. • Robert Oliver, opined that repurposing employees and facility should be considered. • Luis Gomez, opposed to ICE contract and discussion to enter into agreement to extend services. • David Carbajal, opposed to jail services and inhumane treatment of transgender community. • Katie Brazaer, OC Regional Coordinator for CHIRLA, Coalition for Humane Immigrant Rights of Log Angeles, applaud efforts to end contract with ICE. • Lizette Diaz, urged City Council to honor the Sanctuary Ordinance. • Carlos Perea, does not agree with an extension of contract with immigration agency amongst other concerns. • Victor Valladres, opposed to contract extension. • Luis Martinez, advocated for detainees, provide anger management classes; opined that inmates treated well and respected. • Arleen Sanudo, opined that inmates are treated fairly; noted that some detainees have committed crimes, thus detention facility warranted. • Maria G. Gonzalez, member of SEIU Janitors, urged termination of contract; contradicts Sanctuary City Ordinance. • Norma Cordero, represent La Voz de la Mujer OC, urged cancellation of contract. CITY COUNCIL MINUTES 15 MARCH 21, 2017 10A-15 • Marilyn Rubio, agreed with other speakers that proposal contradicts policy, willing to work with other coalitions to ensure that City is a Sanctuary City. • Gerry Serrano, Santa Ana Police Officer Association President, commented that law enforcement does not detain solely on immigrant status; City Council to consider employees that work for the City that would be impacted if ICE contract not extended. Council discussion ensued. Councilmember Solorio, motioned seconded by Councilmember Villages to move as proposed. Police Chief Rojas, responded to questions by Councilmember Solorio on mischaracterizations re -iterated that we are not federal law enforcement agency; police officers do not request immigrant status documentation; detainee's crimes range from DUI to felony — Santa Ana Detentions is not a point of entry; currently have 17 detainees; some former inmates have been transferred to Adelanto or state of New Mexico. Councilmember Solorio, thanked speakers on both sides; do not support family division; supports comprehensive immigration reform; opined that detentions will continue to occur and question is where will they be housed; need to hold Councilmembers accountable; jail should not be privatized because they are incentivized to make a profit; commit to have discussion on this and other related and pressing issues. Police Chief Rojas, indicated that out of 17 only 1 had a Santa Ana address; 8 are California residents and balance are from out of state; part of booking process would require citizenship information. Councilmember Sarmiento, thanked employees and all representatives that addressed the City on this issue; noted that Santa Ana arrestees are housed at the County of Orange; accountable and have policies in place to investigate complaints; need to work with lobbyist, speak to US Marshals Office to expand the contract with Bureau of Prisons. Proposed substitute motion, seconded by Councilmember Tinajero. Councilmember Tinajero, acknowledged the work and efforts of our correctional officers; City needs to focus on affordability component; City does not have a holding facility; Santa Ana is the only Title II Jail Facility in the State of California; total operational cost was $16 million equating to $4 million annual deficit; sales tax decrease and water transfer funds augment fiscal deficits; proposed that employees be reassigned to other City positions; City Council needs to make a policy decision whether to keep jail facility open; address staffing and creative options; has not heard compelling information to believe that ICE will re -negotiate contract; urged the Police Officers Association to partner with City and support a 1/2% sales tax increase for public safety; denounce Trump support; transition employees into other positions. CITY COUNCIL MINUTES 16 MARCH 21, 2017 10A-16 Councilmember Solorio, will not support substitute motion; supports revenue increase for youth and education programs; all functions of City government cost tax dollars and detention facility not any different; staff to find equitable positions throughout the City for displaced employees at the jail; also, City could partner with Santa Ana Unified School District to assist with lay-offs. Councilmember Tinajero, does not support deficit funding; need to focus on own problems and not school district. Mayor Pulido, noted that in 1994 the City approved a UUT tax to build new police facility; facility build as a jail and would be difficult to find a reuse. SUBSTITUTE MOTION: 1. Direct staff to meet with SEW Local 721 and the Santa Ana Police Officers Association to negotiate reductions or increases in staffing, as may be appropriate, to adjust to the size and scope of the US Marshals contract. 2. Direct staff to re -start discussions with other federal and state agencies to pursue use of jail facility space. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: `Motion failed. SECOND: Tinajero Benavides, Sarmiento, Tinajero (3) Pulido, Solorio, Villegas (3) None (0) Martinez (1) FRIENDLY AMENDMENT TO ORIGINAL MOTION: 1. Direct staff to meet with SEW Local 721 and the Santa Ana Police Officers Association to negotiate reductions or increases in staffing, as may be appropriate, to adjust to the size and scope of the US Marshals and ICE contracts. 2. Direct staff to re -start discussions with other federal and state agencies to pursue use of jail facility space. MOTION: Solorio VOTE: AYES: NOES: SECOND: Villegas Pulido, Solorio, Villegas (3) Benavides, Sarmiento, Tinajero (3) CITY COUNCIL MINUTES 17 MARCH 21, 2017 10A-17 ABSTAIN: None (0) ABSENT: Martinez (1) *Motion failed. COMMENTS PUBLIC COMMENTS 1. Ilya Tseglin, expressed frustration with police service as it pertains to his son's needs. 2. Robert Tseglin, echoed comments by father. 90A. CITY MANAGER'S COMMENTS Acting City Manager Mouet, presented a video on senior center and volunteer efforts. *Councilmember Tinajero left the meeting at 9:46 p.m. and did not return. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Sarmiento: • Thanked the Mayor for idea of competing with the County of Orange (on detention services); • Congratulated Fire Battalion Chief Anderson on promotion and for representing the City well; • Urged staff to move forward with Project Labor Agreement that has been on the table for about a year; • Police Body Camera installation needs to move forward • Asked City Attorney to bring forth Personnel Board restructuring options and make sure it's in conformance with City Charter; and • Attended the Saddleback View Neighborhood Association meeting where they discussed development at former Saddleback Lodge; has been met with some resistance — all market rate units. Councilmember Solorio: • Staff to consider recycled water for parks and medians need to continue to be considered; • Attended Farmers Market and encouraged all to attend on Sundays; • Agreed with PLA is important and needs to move forward; suggested Ad Hoc Committee; • Public Safety Committee discussed homeless action plan and suggested that medical marijuana to be reviewed by the City Council; and • Provided update on Ad Hoc Committee on affordable housing — noted that it may be too late to do a Request for Proposal in time for the next round of CITY COUNCIL MINUTES 18 MARCH 21, 2017 10A-18 grant awards; suggest funding analysis, offer expedited services on some smaller projects. Councilmember Benavides: • Commented on Lanthrope Project with Santa Ana Unified School District to reactive the campus; has received support in the past and should consider by the City Council; • Ad Hoc Committee on affordable housing (set-aside funds) has met and discussed expedition of projects; • Congratulated Orange County Fire Chief Anderson and appreciate service to the community; City Council to consider bringing back the Fire Department; and • Continue to encourage residents to shop in Santa Ana. Mayor Pulido: • Noted that Eat Chow restaurant has not received any subsidy and doing well; and • Adjourned in memory of Mayor Pro Tem Martinez' brother Pedro Franco who passed away this evening. ADJOURNED - 9:55 p.m. The next meeting of the City Council is scheduled for Tuesday, April 4, 2017 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 Pedro Franco Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program CITY COUNCIL MINUTES 19 MARCH 21, 2017 10A-19 1 OA -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: APPOINTMENT OF LABOR REPRESENTATIVE — PRISCILLA LUVIANO TO THE SANTA ANA WORKFORCE DEVELOPMENT BOARD (STRATEGIC PLAN NO 5, 1) 61TYr VANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on I' Reading ❑ Ordinance on 2id Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 9Iw4i1111] T^.1 Approve the appointment of Priscilla Luviano with United Food and Commercial Workers Local 324 to represent organized labor on the Santa Ana Workforce Development Board (replacing Gilbert Davila) to fill a partial term expiring May 31, 2020. WORKFORCE DEVELOPMENT BOARD ACTION At its Regular Meeting of March 16, 2017, by a vote of 13:0 (Claudio, Lewis, McGowan, Perez, Piwnica, Ray, Ruiz absent), the Workforce Development Board recommended that the City Council approve the Appointment of Labor Representative — Priscilla Luviano. DISCUSSION On May 17, 2016, the Santa Ana City Council adopted Resolution 2016-031 establishing the Santa Ana Workforce Development Board (WBD) and appointed 25 members. In accordance with the federal legislation, a majority of the Board members and the Board Chair must come from the private sector with the balance of the membership representing education, organized labor, workforce organization, and government entities. Staff received a letter of resignation from Mr. Gilbert Davila dated February 21, 2017. Mr. Davila represents the United Food and Commercial Workers Local 324 and served on the Workforce Investment Board and transitioned to the WDB under the new workforce legislation. Ms. Luviano has been nominated by the Orange County Labor Federation (Exhibit 1) to replace Mr. Davila as a labor representative on the WDB. Ms. Luviano will fill the remainder of the term expiring May 31, 2020. 1313-1 Appointment of Labor Representative — Priscilla Luviano to the Santa Ana Workforce Development Board March 16, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval assists the City in meeting Goal #5 (Community Health, Livability, Engagement & Sustainability), Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. Robert C. ortez Deputy City Manager RCC/DS/If Exhibit: Nomination Letter — Priscilla Luviano 13B-2 February 21,ZO17 � � �� � range��]���� ��K���7 � a���� U��Wi������0 �8� county �� ° ^�� ~, �^`'����~^,^' 304yJ.R&M9^8rSrREGT 50DQA * ORANGE, CALIFORNIA 92868 (714) 385-1534*FAX: (714]85-1544^ Santa Ana Workforce Investment Board ZOCivic Center Plaza Santa Ana, CA927U1 RE: SANTA ANA VV|BNOMINATION FOR PRISC|LLALUV|ANO TOWhom ItMay Concern, E~MAlL� �ijifo@oclabor.org ! ri The Orange County Labor Federation would like to nominate Priscilla Luviano for appointment to the Santa Ana Workforce Investment Board. Ms. Luviano is currently an organizer for the United Food 8'Commercial Workers Local 3Z4/UFCVVJ24\.UFCVVLocal 324members are from many backgrounds and walks oflife, but come together asthe i)FCVVfor the shared goal Vf achieving the American Dream. Ms. LUViannwas born and raised inthe City nfSanta Ana. She attended Santa Ana schools and holds a Bachelor's Degree in Chicana/o Studies from California State University, Long Beach. The Orange County Labor Federation currently represents more than 90 unions in Orange County, representing more than 258/0OUunion members inthe county. VVeask your cooperation and speedy action oothis nomination. SinCerek Julio Per Executiv vvo/vr.oc}abur.org � 13B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED PUBLIC WORKS AGENCY STATUS OF ❑ As Recommended PROJECTS - MONTHLY CAPITAL ❑ As Amended ❑ Ordinance on Reading IMPROVEMENT PROGRAM EXECUTIVE Ll Ordinance an 2°d Reading REPORT FOR MARCH 2017 ❑ Implementing Resolution {STRATEGIC PLAN NO. 5, 1} ❑ set Public Hearing For r RECOMMENDED ACTION Receive and file. DISCUSSION CONTINUED TO FILE NUMBER The March 2017 Capital Improvement Program Executive Summary Schedule (Exhibit 1) 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 project. 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 i pact associated with this item. re Mousavipo r Executive Director Public Works Agency t19W7 Exhibit: 1. 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N rl «I e1 ei O ei M 1- ei rl N ei ei «I rl n W O 7 N X oVC W Q 0 O 0 2 O r Z a O r � Z W 2 W O K IL J Q r a V D u g b S S 5 S S S S SS S b S a S S S S S x x S 9 c E ? ? � • .'. � y a � .�. u e o�e��� eee�e e.,�."weld"s�erse,aee e�e�ee a 'a 0 n` Q r ° O •O p y O tl q c « 9 9 a. r d el n L q b N q a 6 N 6 C Oi O B r V O C �C O�Cp w tl iC d - W O 7 N X oVC W Q 0 O 0 2 O r Z a O r � Z W 2 W O K IL J Q r a V D u g b S S 5 S S S S SS S b S a S S S S S x x S 9 c E ? ? � • .'. � y a � .�. u e o�e��� eee�e e.,�."weld"s�erse,aee e�e�ee a m 8 u �a 'a a n` Q r ° O •O p y O tl q c « 9 9 N 9 D d el n L q b N q ° r N C d 6 N 6 C Oi O B r V O C �C O�Cp w tl iC ' I` N N l9 6 6' .52 C 6 CO N ii E Y✓ r q E°0 R 9~ c _mb �'n cirri=N j 0°.v Eu m V mP E E ps.� E `'.4 y u# arc c i,L m a N E f f C r V Y_ d~ O° R D N N tF G D O L L o: O V LL c L g c d d c� °' E�«� V lJ CL � m N� tll S Z Z Z m 8 u �a REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2047 TITLE: REGIONAL AND UNIFIED LOCAL WORKFORCE PLAN FOR FISCAL YEAR 2017-2020 {STRATEGIC PLAN NO 2,4) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY; APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO ;111111:4►D1 1. Approve the Regional and Unified Local Plan for FY 2017 through 2020 and submit to the California Workforce Development Board and State of California Employment Development Department. 2. Authorize the Mayor, City Manager and Clerk of the Council to sign all documents necessary for the submission of the Regional and Unified Local Plan. 3. Authorize staff to make necessary revisions to the Regional Plan and Unified Local Plan to address any public comments received that disagree with the Regional Plan and the Unified Local Plan and as requested by the California Workforce Development Board and the State of California Employment Development Department. WORKFORCE DEVELOPMENT BOARD ACTION At its Regular Meeting of March 16, 2017, by a vote of 13:0 (Claudio, Lewis, McGowan, Perez, Piwnica, Ray, Ruiz, absent), the Workforce Development Board recommended that the City Council approve the Regional and Unified Local Plan for FY 2017-2020 and submit to the California Workforce Development Board and State of California Employment Development Department. DISCUSSION The Workforce Innovation and Opportunity Act Section 106 requires local boards and chief elected officials within each designated region to prepare and submit a single Regional Plan that includes a description of the activities that incorporates a Local Plan. 19D-1 Regional and Unified Local Workforce Plan for FY 2017-2020 April 4, 2017 Page 2 On February 24, 2016, the Employment Development Department of the State of California issued a directive designating Orange County as a single economic sub -region and regional planning unit. Each Regional Planning Unit (RPU) is required to develop a Regional Plan. The Orange County Regional Plan (OC Regional Plan) identifies regional coordination and alignment strategies to increase collaboration and alignment between the Anaheim and Santa Ana Workforce Development Boards and the Orange County Development Board, currently serving the residents and businesses in all cities and unincorporated areas of Orange County. The OC Regional Plan has been developed with collaborative input of key regional partners and stakeholders as part of the implementation of the Workforce Innovation and Opportunity Act of 2014 (WIOA). Implementation commitments and partner roles are described and detailed within the Regional Plan. The engagement of partners has been a priority for the region in an effort to align workforce, education and businesses to foster comprehensive public systems that are responsive to demand -driven needs in the region. The OC Regional Plan is focused on constructing a regional training, education and workforce architecture that aligns with the Orange County labor market and California State Plan policy objectives. Individuals will access and experience this regional workforce architecture primarily through local service delivery efforts outlined in the Unified Local Plan included as part of the OC Regional Plan. The vision of the Regional Plan is a large-scale movement that will address industry identified skills gaps, employment, education, workforce, economic development and poverty challenges in the region through assessment and strategic alignment of the local workforce system partners' regional goals, policies, practice and service delivery. The Orange County Region's Unified Local Plan is driven by strategic initiatives in the OC Regional Plan. The primary purpose of the Local Plan and partnerships is to facilitate access to workforce services at the local level. The Local Plan vision is to fuel collaborative partnerships, system alignment, policy development, funding oversight and an integrated and innovative service delivery system that drives the OC Region's development to support and strengthen growth for the local and regional economy and economic self-sufficiency for individuals. As mandated by the California Workforce Development Board, the Local Plan goals are in alignment with both the California State Plan and the OC Regional Plan. In accordance with the Workforce Innovation and Opportunity Act Sections 107 and 108, Orange County Development Board published a public notice and posted the plans for a 30 day public comment period which concluded February 28, 2017. No written comments were received on the Regional or Unified Local Plan. STRATEGIC PLAN ALIGNMENT Approval assists the City in meeting Goal #2, Objective #4 (Partner with groups and organization to promote education, senior services, job training and development for all Santa Ana residents). 19D-2 Regional and Unified Local Workforce Plan for FY 2017-2020 April 4, 2017 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. 40-�(C Deputy City Manager RCC/DS/If Exhibit: 1. Public Notice 2. 4 -year Regional and Unified Local Plan 3. Employment Development Department Workforce Services Directive WSD 15-17 19D-3 19D-4 ORANGE COUNTY REPORTER -SINCE 1921 - Mailing Address : 600 W SANTA ANA BLVD, SANTA ANA, CA 92701 Telephone (714) 543-20271 Fax (714) 542-6841 Visit us @ www,LegalAdstore,com Jessica Antl ORANGE CO COMMUNITY RESOURCES/ACCOUNTS PAYABLE 1770 NORTH BROADWAY, 4TH FLOOR SANTA ANA, CA 92706-2642 COPY OF NOTICE Notice Type: GPN GOVT PUBLIC NOTICE Ad Description Orange County Regional and Local Plans To the right is a copy of the notice you sent to us for publication in the ORANGE COUNTY REPORTER. Thank you for using our newspaper. Please read this notice carefully and call us with any corrections. The Proof of Publication will be filed with the County Clerk, if required, and mailed to you after the last date below. Publication date($) for this notice is (are): 01/27/2017 , 02/01/2017 The charge(s) for this order Is as follows. An invoice will be sent after the last date of publication. If you prepaid this order in full, you will not receive an Invoice. Publication $18.00 Total $18.00 Daily Journal Corporation Serving your legal advertising needs throughout California ORANGE COUNTY REPORTER, SANTA ANA (714) 543-2027 BUSINESS JOURNAL, RIVERSIDE (951) 784-0111 DAILY COMMERCE, LOS ANGELES (213) 229-5300 LOS ANGELES DAILY JOURNAL, LOS ANGELES (213) 229-5300 SAN FRANCISCO DAILY JOURNAL, SAN FRANCISCO (800) 640-4829 SAN JOSE POST -RECORD, SAN JOSE (408) 287-4865 THE DAILY RECORDER, SACRAMENTO (916) 444-2355 THE DAILY TRANSCRIPT, SAN DIEGO (619) 232-3486 THE INTER -CITY EXPRESS, OAKLAND (510) 272-4747 OR# 2969629 PUBLIC NOTICE The Orange County Oevelopmen! Board (OCDB) will release a draft of the Orange County Regional and Local Plan, Program Year 2017-20, on or about Friday, January 27, 2017. The plans can be accessed through the CCOB website at 4slS,ocle. mors. Input, comments andlor questions can he submitted through Mondayy. FaOmery 27, 2017. Comments may ba emailed to OCRegio A-go' nceav com. 1/27, 2!1!17 OR -29696M IIIIIIII111I111iso., l I I!I I l 1111 111115 This page Intentionally left blank. 19D-6 This page intentionally left blank. 19 D-8 NAL PLAN 1 '- Hll � 1 par" R WIN Plan REGIONAL PLAN: Regional plans and partnerships required by WIOA function under California's State Pian as the primary mechanism for aligning educational and training provider services with regional industry sector needs in California's fourteen WIOA Regional Planning Units (RPUs), California state law requires coordination between the K-12, Community Collages, and UVIOA systems and requires the use of sector strategies as the operational framework for the state's workforce system. These two state mandated requirements are met under the State Plan by making federally required WIOA regional plans and partnerships the primary mechanism for aligning educational and training programs with regional industry sector needs, As such, the main aim of regional plans is the development of "regional sector pathway" programs, including: the identification, utilization, and servicing of career pathway programs aligned with regional industry sector needs in each of the RPi INTRODUCTION The Workforce Innovation and Opportunity Act (WIOA) federal legislation is the first legislative reform in fifteen years for the public workforce system. Passed in congress by a wide bipartisan majority in 2014, the first year of WIOA was dedicated to the transition from the Workforce Investment Act (WIA) of 1998. The second program year of WIOA focused on implementation. As we enter into the third program year, WIOA's foundation has set the stage for more agile state and local boards that are well-positioned to meet local and regional workforce needs. As such, with significant input and collaboration with the local area boards, businesses, education, and community partners, the Orange County Region (OC Region) has come together to develop this 4 -Year Strategic Regional Workforce Plan (2017-2020). This Orange County Regional Plan (OC Regional Plan) is focused on constructing a regional training, education, and workforce architecture that aligns with the Orange County regional labor market. Individuals will access and experience this regional workforce architecture primarily through local service delivery efforts outlined in the local plan included as part of the OC Regional Plan. In this regard, this regional plan communicates the vision and strategies that were developed with inclusive feedback and input from key partners and stakeholders providing leadership, employment, education, and services in the region. This plan provides direction on strategies and activities that will strategically align workforce development in the region to facilitate regional collaboration, promote industry alignment, enhance system integration, improve business engagement, foster consistency of service delivery, increase sustainable pipelines of skilled workers, and implement best practices. This plan will build on past successes, and provide strategic plans to continue to improve job and career options for the region's workers and job seekers through an integrated, demand -driven workforce system that links diverse talent to regional business needs. The focus of these regional planning efforts has been, and will continue to be, the development of a strong, vibrant regional economy where businesses thrive and people want to live and work. REQUIRED PLAN ELEMENTS: The OC Regional Plan has met and exceeded the requirements set forth in the Workforce Innovation and Opportunity Act (WIOA) federal legislation, the State of California's Unified Strategic Workforce Development Plan- "Skills Attainment for Upward Mobility; Aligned Services for Shared Prosperity" (2016-2020), and the California Employment Development Department Workforce Services Directive on Regional and Local Planning Guidance (WSD16.07). The final directive (WSD16.07) issued from the state (Employment Development Department Workforce Services and the California Workforce Development Board) provides policy guidance and establishes the procedures regarding the preparation of both regional and local plans required by WIOA and includes some additional state -imposed requirements. Page II 19D-10 Plan The OC Regional Plan has met and exceeded these state requirements as addressed in the below narrative sections of the plan as identified in bold orange text headings prior to each applicable narrative response. WIOA Section 106(c) requires the local boards and chief elected officials in each planning region to engage in regional planning that results in 'Regional Coordination" identified as eight Regional Planning Unit (RPU) requirements, commonly referred to as the A -H requirements. It should be noted that, based on State content requirements, there may be minimal repetition in the plan narrative in response to address said requirements. This fact does not in any way diminish the value of the information communicated in the plan. In addition to meeting federal and state requirements, key features of the OC Regional Plan Include: Target Audience: While the OC Region recognizes that the 4 -Year Strategic Local Workforce Plan is subject to state -level review, the OC Regional Pian has been written and is structured for a broader audience, including the full range of business, labor, education, workforce development, economic development, social services, and community-based stakeholders who support and influence the workforce system. It is also expected that the OC Regional Plan will be meaningful to the various businesses and job seekers who are the principal customers of the workforce system. Planning, Research and Analysis: Imbedded in the design and development of these regional strategies are current labor market research and analysis of the OC Region including, but not limited to: local economic conditions, demographic data, workforce and education trends, and research on successful best practices. Evidence -based, data -driven research, and partnerlstakeholder input provide the foundation for the goals and objectives that comprise this 4 -year strategic regional workforce plan. Achieving Goals and Objectives: The OC Regional Plan includes strategic goals for the four-year (2017-2020) period that the plan is in effect. This plan is intended to be a dynamic/living document that may be revisited and refined as regional needs, priorities, and strategies shift. As prescribed in the state directive, at the end of the first 2 -year period of the 4 -year local plan, the local boards within the planning region will review the regional plan and revise as needed to reflect changes in regional needs, such as: changes in labor market and economic conditions. This plan will provide a framework to define roles, outline commitments to action, identify resource allocations across systems, and establish strategies and activities to be locally competent, regionally responsive, and globally competitive. Specific activities to reach regional goals are to be defined in the OC Local Plan. Local Plan: The OC Local Plan is informed by the overarching regional plan. The regional plan informs and guides how services are delivered at a local level, as described in the local plan, in a way that feeds into the architecture created by the regional plan. The OC Local Plan will specify strategic activities related to regional goals and overarching regional strategy as defined in the regional plan. WIOA section 106 notes that local plan is considered as part of the regional plan and is therefore to be included and submitted with the designated Regional Planning Unit (RPU) regional plan to the state for approval. It should be noted that some local plan content requirements may be addressed in the comprehensive OC Regional Plan and as such, narrative in response may simply indicate and reference the way local services and operations are Integrated into broader RPU regional efforts in these areas as developed in consultation with required planning partners. A summary of portions of the local plan that are being addressed in the narrative content of the regional plan are identified in local plan - section Kill accordingly. Page III 1901-11 Orange County Regional Plan Planrdina Process The planning and preparation of the OC Regional Plan includes five phases. It is important to note that throughout all of the phases there is on-going leadership, stakeholder and partner meetings in addition to focused workgroups to accomplish the development of the regional plan, Monthly meetings in addition to focused task workgroups contributed to the development of the regional plan. The OC Regional Plan includes plans for on-going technical assistance and leadership meetings throughout the duration of the strategic efforts to facilitate seamless coordination, implementation, and sustainability of regional strategies Identified herein. The OC Regional Plan incorporates regional goals and strategies of regional workforce systems, business, education, and community based organizations who have all have been decidedly involved in the development of the plan. All goals and strategies are designed to align regionally across systems and include support and implementation of policy objectives and goals outlined in the State Plan to support three of the seven policy strategies emphasized in the State Plan: Sector Strategies, Career Pathways, and Regional Partnerships in order to: Foster demand -driven skills attainment: through the alignment of workforce and education programs with the • state's industry sector needs so as to provide California's employers and businesses with the skilled workforce necessary to compete in the global economy. :• Enable upward mobility for all Californians, including populations with barriers to employment: by ensuring that workforce and education programs are accessible for all Californians to ensure that everyone has access to a marketable set of skills, and is able to access the level of education necessary to get a good job that ensures both long-term economic self-sufficiency and economic security. ` •3 Increase middle -skill industry -valued and recognized post -secondary credentials: The goal of the State Plan is to produce a million "middle -skill" industry -valued and recognized post -secondary credentials between 2017 and 2027. The OC Regional Plan's goals include strategies to support this state goal and facilitate the increase of middle - skill industry -valued and recognized post -secondary credentials and the desired movement of Individuals into either 12 the labor market or longer term education programs aligned with the state's workforce needs. •:• Align, coordinate, and integrate programs and services: by leveraging and braiding workforce and education programs in an effort to economize limited resources needed to achieve the scale and impact needed, while also providing the right services to customers, based on each customer's particular and potentially unique needs, a including any needs for skills -development. Phase t- Strategic Planning Regional planning and organizing efforts involve industry sector leaders, organized labor, community colleges, K-12 programs, Adult Schools, Adult Education Block Grant (AEBG) Consortia, regionally organized Local Boards in designated RPU, Community Based Organizations (CEOs), business associations, and regional economic development agencies. As such, OC Region strategic planning included recruitment and engagement of all key core partners and stakeholders as aforementioned, with the additional inclusion of Social Services Administration TANF, Employment Development Department, and Department of Rehabilitation leaders. Efforts in this phase included quarterly meetings in 2015 and thereafter monthly meetings in 2016 with a focus on: • Identification and engagement of key partners and stakeholders • Establishment of the OC Regional Leadership Council • Regional coordination and system alignment discussions Phase 2 - Data Collection and Analysis A regional analysis Involved the collection and analysis of regional labor market data, assessment of regional industry workforce needs, evaluation of current and projected regional workforce, labor market trends, educational and skill levels of Page iv 190-12 Plan the workforce, and catalog of resources and services in the region. Efforts in this phase included collaboration and coordination with all partners and stakeholders to yield: • Regional economic and labor market analysis • Collection and analysis of regional labor market information and economic data/trends • Identification of resources and services from OC Regional Leadership Council and key partners/stakeholders • Analysis of gaps and opportunities for regional alignment Phase 3 -- Development of Regional Goals and strategies To reduce duplication of effort, regional organizing and planning efforts undertaken under WIOA are expected to be informed by, aligned with, and built upon other relevant regional planning efforts undertaken by planning partners. As such, a thorough evaluation, analysis, and discussion with key partner and stakeholders contributed to the development process of identifying OC Region's regional goals and strategies. A crosswalk Incorporating partner and stakeholder individual regional goals and strategies resulted In the establishment and refinement of regional goals designed to align regionally across systems. Efforts in this phase resulted In: • Evaluation of partner/stakeholder regional goals and strategies • Analysis of the gaps, strengths, and weaknesses of regional workforce development activities • Candid discussions around regional service strategies, sector initiatives, transportation and supportive services, available resources, and braiding of resources/funding • Establishment of regional goals and strategies to coordinate and align with partners/stakeholders and state policies/goals in a comprehensive OC Regional Plan Phase 4 — Public Comment and Final Pian Approval Important to the process of establishing a viable and sustainable regional plan Is the vetting of the public that would be the beneficiaries of these regional goals and strategies. As such, the OC Regional Plan shall incorporate a public comment period, as required by the state, and include and feedback as appropriate in the final edition of the plan. Efforts in this phase included: • Solicitation of public comment as required by each of the local boards in the region and directed by the state • Public comments incorporated into the regional plan, as applicable, or listed as an addendum, as required • Final review and approval of each local board, and corresponding chief elected officials in the region as applicable Phase 5 — Strategic Implementation The final approval of the OC Regional Plan is not the end of the road. The journey begins with the strategic implementation of the regional plan. The OC Region is confident that this regional planning process has resulted in a strategic regional plan that will meet the needs of business and workers and drive regional system solutions with partner/stakeholder commitment, communication, and innovation. Efforts in this phase will include activities around overarching regional goals for the OC Region that align with key overarching state goals and policy objectives, details defined in later narrative: • Workforce Development— Increasing efficiencies/innovations to align, coordinate, and integrate programs/services • Education and Training — Increasing the number of Red Zone focused projects to foster demand -driven skills attainment in the neediest parts of the OC Region • Economic Development — Leveraging and building on the region's competitive advantages to enable upward mobility for all Californians in the interest of long-term economic self-sufficiency and economic security of individuals and the region • High Value Sectors — Impacting high value sector stability and growth through targeted investment in industry sectors with a significant presence in the OC Region, is in demand by businesses, and pays or leads to high wages for jobseekers. Page v 19D-13 Plan Partners, Champions, and Commitments to Action Together the OC Region Partners through participation in the planning, development, and hereafter implementation process of the OC Regional Plan, make a commitment to grow and strengthen the workforce and economy of the Orange County Region. Regional prosperity requires a broad-based, collaborative approach that responds to regional industry needs, mobilizes the region's assets, addresses identified gaps, and ultimately accelerates workforce and economic growth for the region. Through these identified set of shared regional goals and strategies, partners and champions of the OC Region commit to integrate efforts, play complementary roles, and leverage resources in collaboration for the good of the region. The local boards in the OC Region will continue to be a constant driving force of the public workforce system. All stakeholder partners are also naturally involved in workforce development in the region and the following Regional Plan for the OC Region has been developed with the input of each. Each partner has contributed expertise, staffing, and leverage as relevant to the development of this comprehensive Regional Plan. Likewise, implementation of said plan will also require the continual collaboration and coordination of each partner in the region. This regional plan will provide a framework to define regional needs, outline commitments to action, Identify resource allocations across systems, and establish a foundation to seed lasting sustainability of coordinated workforce and economic development efforts in the OC Region. Mutual accountability is codified through this written regional plan among key stakeholders and partners. Ongoing evaluation of the regional needs shall be addressed with updates as appropriate and necessary between mandated formal reviews of the plan. As prescribed in the state directive, at the end of the first 2 -year period of the 4 -year local plan, the local boards within the planning region will review the regional plan and revise as needed to reflect changes in regional needs, such as: changes in labor market and economic conditions. Partners and champions, confirm their commitment to support the Orange County Regional Plan as a collaborative effort to: ✓ Grow and strengthen the Orange County Region's workforce and economy ✓ Provide on-going strategic leadership and leveraged resources to support sustainable regional development ✓ Make specific contributions to Implementation as appropriate Page Vi I FFYY k. ...... ®® INan rlmenl s,:i: `� 40ii� nl.... . WORKFORCE.dk o Nu.coN�Ivc Dayan�ml N. c Ii r:,�T. ypm' SANTA ANDA y `'W®RK IYYa$ll�iug 9-Stop Cantor '^'` CdA „• AnahelmJohs CENTER AGE U en.ANCiE ('.ef/N'_r_Y *v f� 1 � "4" J D R Dl PA0.iMENid AM.P'SpICAL SUMNLss COUNCIL �T�r iENA91NEAIlON ® 1 .EBG f R..,.. - Mu�gr<wmrDMa0Y1+Y REGIONAL CONSORTIUMS =% PaChWGY5 Doing What MATTERS' C)CC9CIaISerVlCesAgency r'aN nos anu nY6 E<anomr "" "'-" Page Vi Orange County Recgionol Plan Orange County (OC) has been identified by the state as a single economic sub -region and singular regional planning unit (RPU). There are three local boards within the OC RPU. The Orange County Regional Plan (OC Regional Plan) has been developed with collaborative input of the local boards and key regional partners and stakeholders. Implementation commitments and partner roles are described and detailed within this regional plan. The engagement of partners has been a priority for the region in an effort to align workforce, education, and businesses to foster a comprehensive workforce system that is responsive to demand -driven needs in the region. This OC Regional Plan is focused on constructing a regional training, education, and workforce architecture that aligns with the Orange County regional labor market and California State Plan policy objectives. Individuals will access and experience this regional workforce architecture primarily through local service delivery efforts outlined in the local plan included as part of the OC Regional Plan. The overarching Orange County Regional Plan vision Is a large-scale movement that will address industry identified skills gaps, employment, education, workforce, economic development, and poverty challenges In the region through assessment and strategic alignment of the local workforce system partners' regional goals, policies, practice, and service delivery. This plan seeks to build sector strategies, support career pathways/regional sector pathways, and foster strategic regional partnerships during the 2017.2020 program years by working toward the following overarching regional goals: Specific strategies and implementation processes are described in detail in the plan. Generally strategies will aim to: Maximize efficiencies and innovations in the workforce development system Target Manufacturing, Healthcare, Information Technology and Hospitality and Tourism as key industries that will drive demand for middle skill occupations in the region Enhance access to workforce development services offered by all partners that will address skills/labor gaps Develop a comprehensive continuum of career pathway resources that support a multiple entry point system- no wrong door for clients in need for varying services Align, coordinate, and integrate workforce/education programs and services to economize and leverage limited resources to provide the right services to customers based on particular and unique needs Target areas of Orange County that exhibit high concentrations of unemployment and low income (Red Zones) ❖ Development of Regional Sector Pathways to Increase, expand, and improve programs that create opportunities for all, including those with barriers to employment such as English Language Learners Orange County has a dynamic, diverse and industrious population that is poised to emerge as a major center for economic growth. While existing partnerships between local boards, businesses, educators and other stakeholders have supported the region adequately thus far, the next phase in Orange County's economic and workforce development history will be heavily influenced by the policy and planning decisions made today. Page VII 19D-15 Change County P.eglonal Plan 2A. REGIONAL PLANNING UNITS (RPU); The VviOA Section 106 includes a requirement that the Governor identify planning regions in the state and enumerates specific elements that must be considered as part of this process. The purpose of identifying regions is to align workforce development activities and resources with larger regional economic development areas and available resources to provide coordinated and efficient services to job seekers and businesses. GEOGRAPHIC BOUNDARIES: Orange County is located in Southern California, with Los Angeles County to the north, San Diego County to the south, Riverside and San Bernardino counties to the east, and the coastline to the west. There are 34 cities within the county along with several unincorporated areas. Orange County represents a large, urbanized region in Southern California. With nearly 3.1 million people, Orange County is the sixth largest county in the United States, Workforce Services Directive WSD15-17, issued February 24, 2016 by the California Employment Development Department, officially identified California's regional planning units. Local Board placement in regional planning units is based primarily on the location of WIOA client populations and the way these populations fit into the regional economy as defined by economic data including commute patterns, industry composition, labor markets, geographic location, and transportation infrastructure. Orange County has been identified by the state as a single economic sub-reglon and singular regional planning unit. In response, the Orange County Region (OC Region) has amplified its continuing efforts to strengthen the alignment of workforce infrastructure, programs, and policies to respond to regional workforce and economic development needs. Within the Orange County RPU, three local boards serve segments of the county's residents with economic development strategies and workforce development activities that will benefit from regional coordination and alignment through this regional plan: Santa Ana Workforce Development Board (SAWDB) serves the city of Santa Ana. Anaheim Workforce Development Board (AWDB) serves the city of Anaheim. Orange County Development Board (OCDB) serves the remaining 32 cities and unincorporated areas of Orange County. The OCDB has been selected by the County of Orange, Board of Supervisors as the designated coordinator of economic and workforce development for the County as a whole and as such, serves all 34 cities and unincorporated areas in this capacity. RPU PETITIONS: There are no known plans from the Orange County RPU partners to petition for a regional planning partner modification. The planning and development of the OC Regional Plan is reliant on the engagement and collaboration of regional workforce development and economic development services and providers. Following is a list of regional partners who are party to the plan with a description of their role in developing and Implementing the regional plan. The State Plan requires that regional plans be developed as vehicles to implement activities around the three policy objectives and an overarching stretch goal emphasized in the State Plan (cited in this plan in Section 2H). The key partners and stakeholders listed are key regional partnerships critical to these endeavors. This strategic feedback will align regional leadership activity to positively impact the ongoing economic vitality of the OC Region, Page 1 19D -1.6 -- Orange County Regional Pian PARTNERS AND THEIR ROLES: State required raglonal partners are called out in orange lert, PARTNER ROLE Title 1: Reglonally Organized Local Boards • Convene businesses and partners to build model partnerships • Orange County Development Board (OCDB) • Work with partners to implement the state plan strategies • Anaheim Worldorce Development Board (AWDB) • Provide business services to engage businesses at the local level • Santa Ana Workforce Development Board (SAWDB) • Develop regional partnerships, align services to develop career pathway programs • Upsklll Incumbent workers to open up entry level positions, as appropriate • Layoff aversion Title Il: Adult Ed Block Grant (AEBG) Regional Consortia • Issue mandatory partnership guidance to Title II providers • South OC Regional Consortium • Assess current level of partnership and compliance • Coast Adult Education Consortium • Facilitate partnerships to align Adult Ed programs with regional • Rancho Santiago Adult Education Consortium career pathways • North OC Regional Consortium . Coordinate to enter TANF participants Into career pathways Tide III: Wagner-Payser • Provide Job services in the AJCCs Employment Development Department Southern • Coordinate TAA and Veteran's programs Workforce Services Division, Orange County Region • Provide representation on LWDBs Title IV: Department of Rehabilitation • Leverage regional business engagement • DOR Orange/San Gabriel District • Use data from LWDB and EDD LMI to inform consumers • Collaborate with partners to ensure system access for all Industry Sector Leaders, Business Organization, Labor, • Upskill Incumbent workers to open up entry level positions, as Local Economic Development Agencies appropriate • Orange County Business Council • Provide input and strategic guidance to the OC Region • Orange County Economic Development Working Comprehensive Economic Development Strategy Group • Promote and support projects, such as SlingShot, that address • OC SlingShot Coalition regional business and jobseeker prosperity • Advanced Manufacturing Partnership SoCal • Industry and sector partnerships to organize key stakeholders in an • Orange County Labor Federation industry cluster that focuses on shared regional goals, human • North Orange County Chamber of Commerce resource needs of the industry responsive to Industry clusters, • Anaheim Chamber of Commerce customers and communities In need • Comprehensive Economic Development K-12 CTE Programs, Regional Consortia of Community • Facilitate partnerships to align Adult Ed programs with regional Colleges, Education and Support Services career pathways • Los Angeles Orange County Community College • Develop guidance to align/coordinate Perkins programs Regional Consortia • Bridge K-12 programs to prepare students to enter pathways • OC Career Pathways • Serve as the primary provider of CTE programs, as applicable • Orange County Department of Education • Develop regional partnerships, align services to develop career • Social Services Administration (TANF) pathway programs for youth • Coordinate to enter TANF participants Into career pathways Community -Based Organizations, other • Representative of a community or a significant segment of a • Orange County United Way underrepresented community • Goodwill of Orange County • Provide support and programs that work with businesses, • OCAPICA educational entities and targeted communities • Vital Link • Strategic youth services to include disconnected youth, foster youth Page 2 1901-17 Prange County Regional Plan Declaratlon: The OC Regional Plan has been developed with collaborative input of key regional partners and stakeholders; implementation commitments and partner roles are described herein. Res lonzf GoaliObjective: Strategic regional alignment to increase efficiencies/innovations in the workforce system. Strategy;lmlplsmentation: Through the Regional Implementation and Innovation Grant, partners will work on system alignment, service coordination, and support towards a sustainable regional infrastructure that are in sync and committed to the overall goal of helping people get good jobs, sustainikeep good jobs, and positively affecting the regional economy through sustainable regional sector pathways. State Plan Alignment: Regional alignment of workforce, education, and business engagement programs to foster a comprehensive workforce system responsive to demand•driven skills attainment. 28, REGIONAL ECONOMIC AND BACKGROUND ANALYSIS: A regional analysis of regional workforce, labor market, and economic conditions including- existing and emerging in -demand industry sectors and occupations; employment needs of businesses; analysis of demand driven skills needed by businesses in the region; and analysis of workforce development activities (including education and training). ANALYSIS OF ECONOMIC CONDITIONS: Orange County has experienced moderate economic growth and increased per -capita income over the past year, a continuing trend of moderate growth during the county's post -Great Recession recovery. Over the past ten years, Orange County has maintained an economic environment that is among the most prosperous in the state and the nation. Unemployment Is comparatively low, median income is high and Gross County Product (GCP) is growing at an annualized rate of 4%. Unemployment Rates, 20062016 15.0 % 10.0% 6.0% 0.0°/ Ay Al Am A9 0 ry s� sm '`h 4> se e s'r ssg Jr —Orange County, CA --California United states SOURCE, CENTER FOR ECONOMIC STUDIBS, CHAPMAN UNIPBRsII T Gross County Product (GCP) orange County, CA $24000 10 2013 2014 2015 2016 SOURCE, CALIFORNIA EMPLOYMENT DEVELOPMENT ORPARMENT AND U.S. BUREAU OF LABOR STATISTICS Orange County Region Highlights — Demographics and Workforce Characteristics • With a population of 3,169,776 as of July 2015, Orange County falls behind only Los Angeles (10,170,292) and San Diego (3,299,521) counties in the state • Orange County leads the region, state, and nation in job creation: adding 39,000jobs in last 12 months • The OC Region has a 4.4% unemployment rate • The county's population growth is projected to continue at an increasingly slower rate over the next 20 years Page 3 19D-18 Plan Overall data from the Employment Development Department, Labor Market Information Division, indicates that the Orange County RPU is healthy and growing at a sustainable rate, The total labor pool expanded by 2.8% while unemployment has held steady, resulting in a net decrease in the county's unemployment rate by 0.1 %. Labor Market profile ';t`i:?,� -F� k , �° � . tM;y�2A16f,,MayZ015�„,thange`tyPe�antx Labor Market 1,603,000 1,594,400 8,600 0,5% Employed 1,545,800 1,525,300 20,500 1.30/0 Unemployed 57,100 69,100 -12,000 -17.4% Unemployment Rate 316% 4.3°% -0.8% Source: Employment Development Department, Labor MarRet Information Division. Data Note: Numbers may not add due to rounding, However, the OC Region demographic change will inevitably affect and drive economic change. Orange County is rapidly aging in place; the county's older age groups continue to increase in number while every other age group shrinks despite overall population growth. While the Department of Finance predicts that other California counties will also experience the growth of older populations by 2060. Increases in cost -of -living, rent, and home prices have outpaced income growth in some county communities. This widening gap, finds many Orange County families struggling to afford the various housing options provided in the county. This has not only served to reduce potential migration into the region, but has led many 25 to 34 year olds to permanently leave Orange County, thus limiting the county's ability to attract and retain a talented workforce and contributing to the growing skills gap. It is Important to note the significance of the workforce commute patterns of Orange County workforce. EXISTING IN -DEMAND INDUSTRY SECTORS AND 0CCU PAT10N5c A breakdown of Orange County's economy by industry shows that the business environment is healthy and concentrated in four primary areas: Professional & Business Services, Trade, Transportation & Utilities, Leisure & Hospitality, and Educational & Health Services. These broad industry categories account for more than 60% of the county's total nonfarm employment. I ne Nrotessional & Business Services segment has seen the largest absolute erango Ceu* Empioymant employment growth since September 2015, adding 11,500 jobs. Taking closer+ septembe,sofa e g look at this segment reveals that Orange County has attracted moderate a i` r mewa �' LNaftQ growth in occupations that are technical or scientific in nature, occupations that tend to command higher wages as well as higher educational M requirements. More than 133,000 of these occupations have been added Ad�ft since 2006, expanding this segment by 22%. The healthcare industry is another segment that has seen robust growth. Since 2006, the Health Care Tom• and Social Assistance occupations have steadily added 183,400 jobs,E� resulting in 44% growth for these occupations. Orange County is a domestic n°m,eddrg es and international leisure destination. The Leisure & Hospitality industry added 70% &A 9,300 new jobs over the last year. Over the past decade, the Leisure & &Ama gro,Ga mxLem Hospitality segment has added over 200,000 new jobs, a 26% expansion. One of the industries that was severely Impacted by the Great Recession, construction, has finally returned to pre -recession levels. Construction year -over -year growth is 10%, outpacing all other industries through the addition of 9,200 jobs. The Orange County construction industry is now only 7% below pre -recession levels in 2006. EMERGING IN -DEMAND INDUSTRY SECTORS AND OCCUPATIONS: The industries that show emergent growth can be identified by projected job openings as well as industry demand. Data from the California Employment Development Department show that the most promising emerging industries are in the general business, health care and trade -related industrles. These occupations provide job seekers with ample opportunity to earn reasonable wages with educational attainment at or below the Bachelor's Degree level. Orange County will have a high demand for jobs that are Page 4 19D-19 Plan defined as middle skills occupations because of the unique mix of industries in the region. Middle skills occupations are defined as positions that do not require a bachelor's degree but require training or some level of education above a high school diploma. This often means a certification or associates degree gained through community colleges or collaborative training programs between businesses and educational Institutions, Following is a list of the too ten of the twenty-five highest projected occupationsljob openings for the next several years: Middle skill occupations typically pay higher wages than regional averages and provide increased access to successful career paths for those without a four-year college degree, which helps workers increase their overall standard of living and quality of life. Orange County has identified Manufacturing, Healthcare, Information Technology and Hospitality and Tourism as key Industries that will drive demand for middle skill occupations in the region. • Healthcare has been a stalwart industry of Orange County for many decades. Data shows that the healthcare industry accounts for 13% of overall employment and has grown steadily and consistently over the past decade, even throughout a major recession. Orange County has also emerged as a major innovation hub in healthcare technology and manufacturing. • Manufacturing has been an industry in decline for decades. But the majority of job opportunities in manufacturing come not from new jobs but by job openings arising due to retirement of an aging manufacturing workforce, as is one factor for the OC Region. The Manufacturing Institute and Deloitte Consulting recently released a report which estimated that nationwide up to 2.7 million manufacturing jobs will be needed due solely to retirements. If left unattended, these jobs will either lead to lost earnings or result in companies leaving the Orange County region for areas, domestic or international, that can fulfill the middle skills that this industry requires. • Information Technology A detailed analysis of the sub -industries within key emerging sectors shows the importance of industries dealing with the information technology economy: companies that design computer systems, publish software, manufacture related equipment or manage data employ nearly 97% of all individuals who work in emerging sectors. With the emergence and growth of high-tech occupations, the need for middle skill, middle -wage or higher occupations grows as well. Orange County has a sizable IT industry that is growing steadily. • Hospitality and Tourism Orange County has a deep and historic tourism industry that originates from the 1950s, when the region became popular as a vacation destination for celebrities. Half a century later, Orange County's tourism industry is a major contributor to employment and the overall economy. A robust business and leisure accommodation industry accounted for the largest net increase in employment year -over -year at 6,500 jobs, but more impressively both the 5 -year and 10 -year trends show consistent strength in this segment. Declaration; Orange County's moderate economic growth masks a series of contradictions. On the plus side, growing industries like Professional Services, Technology, Education, and Health provide high-quality jobs and contribute to overall Page b 19D-20 t hsva�,l M�flian wv AllTotal < Higher ' * Joh w� -'e �S'� HWOL Job Wage Top 25 M�ddie S�Cr11 Mrddle Wage or Protected � �' yAnnual -' . R � i � OPenrog`s ,; aOccupatrons e NE, Registered Nurses 6,459 S,147 $89,842 Teacher Assistants 4,975 551 $34,768 Medical Assistants 2,965 675 $34,193 Licensed Practical and Licensed Vocational Nurses 2,880 567 $50,223 Computer User Support Specialists 2,654 1,627 $57,587 Preschool Teachers, Except Special Education 1,913 642 $31,914 Dental Assistants 1,835 73$ $33,876 Paralegals and Legal Assistants 1,663 405 $49,196 Heavy and Tractor -Trailer Truck Drivers 1,508 1,545 $40,066 Telecommunications Equipment Installers and 1,179 191 $62,848 Repairers, Except Line Installers Middle skill occupations typically pay higher wages than regional averages and provide increased access to successful career paths for those without a four-year college degree, which helps workers increase their overall standard of living and quality of life. Orange County has identified Manufacturing, Healthcare, Information Technology and Hospitality and Tourism as key Industries that will drive demand for middle skill occupations in the region. • Healthcare has been a stalwart industry of Orange County for many decades. Data shows that the healthcare industry accounts for 13% of overall employment and has grown steadily and consistently over the past decade, even throughout a major recession. Orange County has also emerged as a major innovation hub in healthcare technology and manufacturing. • Manufacturing has been an industry in decline for decades. But the majority of job opportunities in manufacturing come not from new jobs but by job openings arising due to retirement of an aging manufacturing workforce, as is one factor for the OC Region. The Manufacturing Institute and Deloitte Consulting recently released a report which estimated that nationwide up to 2.7 million manufacturing jobs will be needed due solely to retirements. If left unattended, these jobs will either lead to lost earnings or result in companies leaving the Orange County region for areas, domestic or international, that can fulfill the middle skills that this industry requires. • Information Technology A detailed analysis of the sub -industries within key emerging sectors shows the importance of industries dealing with the information technology economy: companies that design computer systems, publish software, manufacture related equipment or manage data employ nearly 97% of all individuals who work in emerging sectors. With the emergence and growth of high-tech occupations, the need for middle skill, middle -wage or higher occupations grows as well. Orange County has a sizable IT industry that is growing steadily. • Hospitality and Tourism Orange County has a deep and historic tourism industry that originates from the 1950s, when the region became popular as a vacation destination for celebrities. Half a century later, Orange County's tourism industry is a major contributor to employment and the overall economy. A robust business and leisure accommodation industry accounted for the largest net increase in employment year -over -year at 6,500 jobs, but more impressively both the 5 -year and 10 -year trends show consistent strength in this segment. Declaration; Orange County's moderate economic growth masks a series of contradictions. On the plus side, growing industries like Professional Services, Technology, Education, and Health provide high-quality jobs and contribute to overall Page b 19D-20 Orange County Regional Plan economic prosperity. While some traditionally strong industries like Manufacturing and Finance, however, face a looming skills gap :and talent shortage industry .wide. Additionally, the county's high cost -of -living threatens to outpace many lower -paying jobs. High -paying emerging occupations and pathways to and through middle -skill occupations indicate potential future growth which may lead to Improved prospects for the county economy as a whole. Clear pathways are needed to provide employees with the important skills needed by current and emerging industries. Regional Goal/Objective; Regional Sector Pathways development through improved access and quality of demand - driven, industry responsive service delivery to support upward mobility of Californians. Strategy'Ilrlpi�msntatian; Service delivery organized around Regional Sector Pathways to increase, expand, and improve programs that create opportunities for all workers and job seekers for employment in fields with high wages and/or career advancement opportunities, including for those with barriers to employment such as English Language Learners. State Plan Alignmarit: Enabling upward mobility for all Californians, Including populations with barriers to employment. Alignment, coordination, and integration of workforceleducation programs and services to economize limited resources to provide the right services to customers based on particular and unique needs. IN -DEMAND SKILLS ANALYSIS A recent report by the Orange County Business Council about "Closing Orange County's Skills Gap" provides an analysis of in -demand skills with a focus on preparing the region to meet employer demand for middle -skill occupations. A deeper look at the demand -driven skills for the OC Region looks at skill requirements including, but not limited to: technical/knowledge based skills, soft skills, certifications, education/training, and specific knowledge prerequisites in the context of both top occupations and sectors and the regional economy as whole. The research on employer requirements across occupations and sectors has revealed an emphasis on practical, applied skills that act as currency for job -seekers and businesses. Orange County's middle -skill economy is largely driven by three high-value industries prominent in the region: healthcare, manufacturing, and information technology. Together these three industries amount to nearly one-third of all middle -skill occupations and are the highest job growth industry clusters. The OC Region engaged business and industry in a multitude of focus groups, surveys, and workgroups to elicit feedback on employment needs and employer desired skillsets. Results of regional research confirmed results of WANTED Analytics, a research company which provides detailed real-time information on the current labor market, showing that the middle -skill job opening category took the longest to fill, with an average posting period of 57 days. Top middle -skills in particularly high demand included, but were not limited to: bilingual capabilities, customer relationship management, technical support experience, quality assurance skills, JavaScript, structure query language (SQL), quality control experience, English language competency, and communication skill sets. The core emerging industries of Manufacturing, Information Technology and Healthcare all rely heavily on STEM (science, technology, engineering and math) skills. Furthermore, specialized certifications and training will be required to directly address the middle skills gap and prepare jobseekers with the skills needed to meet employer's needs and an estimated 17,678 middle skill jobs that will be created over the next decade. While technical skill and educational requirements are often context sensitive, there are common soft skills that businesses across all sectors have reported as equally important in their hiring process. Data from surveys of OC Region businesses are similar to a recent Forbes report that cite the most common soft skills that employers are looking for when hiring as: ability to work in a team, ability to make decisions and solve problems, verbal and written communication skills, taking initiative, analytical skills, leadership skills, adaptability, ability to prioritize tasks (different from multi -tasking), creative and strategic thinking, and interpersonal skills. EIAPLOYPVIENT NEEDS IN IN -DEMAND SECTORS The relatively low number ofcandidates per job opening inhigher- paying occupations is of concern, as this Indicates the smaller talent pools available to businesses in these occupational sectors. These occupational groups include Healthcare Practitioners and Technical Occupations which had 66 candidates per job opening, followed by Architecture and Engineering with 55 candidates per job opening, and Computer and Mathematical Page 6 19D-21 Plan Occupations with only 34 candidates per job opening. A lack of employees with in -demand skills aggravates the skills gap further., Orange County's economy depends on meeting the employment needs of businesses, in in -demand industries such as Information Technology and Medical Devices. Clear pathways are needed to provide employees with the important skills needed by current and emerging industries. Only 4% of the 265,289 jobs created between October 2014 and October 2015 required a Master's Degree or above, a rate that remained consistent for job growth over the past year. The percentage of jobs created that require a Bachelor's Degree decreased from 47.2% to 45.1% over the same time period while the portion of job created requiring High School Diplomas increased from 36.6% to 37.5%. The portion of jobs created requiring an Associate's degree saw an increase from 10.5% to 12.2% during the same time period. While Associate Degrees are often overlooked, they have recently grown in importance as a pathway to increased educational attainment without the high costs associated with four-year universities. Associate Degrees, along with various certification programs, can help provide the skills needed to close OC's Middle -Skill gap. IN -DEMAND OCCUPATlONIS • Manufacturing Occupations with expected growth include: Electronic/Electromechanical Equipment Assembler, Production Workers, Welder, Inspectors/Testers, Machinist, Laborers, Material Movers, First-line Production Supervisor, Industrial Engineers, and Industrial Production Managers. • Information Technology Occupations with expected growth include: Computer Systems Design and Related Services, Telecommunications, Software Publishers, ISPs, Search Portals, and Data Processing. • Hospitality and Tourism Occupations with expected growth Include: Food Services and Drinking Places, Accommodation and Food Services, Amusement, Gambling, and Recreation. • Healthcare Occupations with expected growth include: Personal Care Aides, Certified Nursing Assistant, Home Health Aide, Licensed Vocational Nurse, Medical Assistant, Medical/Health/Lab Technician, Registered Nurse, and Physical Therapist. Declaration: The OC Region has priority industry sectors, each with sub -sectors, that emphasis specific skills demanded by employers that include the knowledge requirements for various job openings and particular soft skills that are often just as important as applied skills. Regional Goal/Objective: Targeted meaningful business/industry engagement to increase industry validated education and training programs that lead to credentials with demonstrable labor market value. To contribute to California's workforce goal: one million "middle skill" industry -valued and recognized postsecondary credentials. Strategy: Fostering demand driven skills attainment responsive to industry needs through high value sector focused initiatives that engage partners/stakeholders to identify and determine industry -valued and recognized postsecondary credentials and educationitraining that needs to be incorporated into the development of industry relevant and demand driven programs and regional sector pathways. State Plan Alignment: Fostering demand -driven skills attainment, through workforce and education alignment to provide California's businesses with the skilled workforce necessary to compete in the global economy. CURRENT [A POP FO CEI TIRILET CoNbITfONS The most obvious characteristics of Orange County's regional workforce are its size and educational attainment, which reflect the quality and quantity of available workers, and its employment rate. Orange County's unemployment rate dropped to 4% at the beginning of 2016 and remained near that level for the first half of the year. In June and July, however, Orange County — along with nearly every other California county — experienced an increase in unemployment rates driven by seasonal job losses in government and education and an influx of recent graduates and otherjobseekers in the workforce Aye The largest cohort of working age adults is in the 45 to 54 years bracket, representing 14.6% of the population. These are mature workers who are likely preparing to exit the workforce within the next ten years. The second largest Page 7 19D-22 Man cohort is the 20 to 29 age bracket at 14.5% of the population. These are individuals embarking on their careers and preparing to become more active participants in the workforce. How these two cohorts are strategically managed will influence the economy of Orange County for many years to come, Orange County, like many other regions, is turning older. In addition to preparing for the retirement needs of the 45 to 54 age bracket, the 55 and over age group has immediate needs. This cohort increased from 17.7% of the county population in 2000 to 25.6% in 2015. Over this same period, the county's working -age population, defined as those aged 25 to 54, decreased from 45.9% to 42.1%. These trends are expected to continue; while the Department of Finance predicts that other California counties will also experience growing older populations by 2060, Orange County is the only county expected to experience a simultaneous Increase In older populations and decrease in younger and working -age populations. Education Orange County's workforce tends to be more educated, but has a higher portion of Individuals with less than a high school education when compared to the overall U,S, population. More than 38% of individuals in Orange County have a bachelor's or graduate degree, compared to 32% for the U.S. However, 15.9% of individuals over 25 years old have not received a high school diploma, which is significantly higher than 11.6% for the entire U.S. Only 17.3% of Orange County individuals have graduated high school, much lower than the 30% of high school graduates in the general population. The middle skills segment, however, is on par with the U.S., constituting 28% of the workforce. Educational attainment correlates directly with median earnings and poverty rates. Individuals in Orange County with a bachelor's or higher degree have a poverty rate of 5.3% and median earnings of $72,000. Those with less than a high school diploma have poverty rates that are four times higher at 22.3% and earn less than one-third of their well-educated counterparts at $21,229, Income Median household income totaled $78,428 in 2015, nearly $14,000 higher than the state median household income and over $22,000 higher than the national median household income. What is troublesome is that income growth in Orange County has slowed, lagging behind both California and the rest of the nation. Over the past year, the median household Income in Orange County grew by 2.8%, 1.4%age points below state -level growth and 1.2 percentage points below nation-wide growth. Since 2010, median household income in the county expanded by 10.6%, while the state and nation registered growth rates of 11.8% and 11.4%, respectively, Income Distribution The largest groups of earners are those in the middle, with 29% of individuals earning between $50,000 and $99,999 per year. The next largest group are those that are earning more than $150,000 per year. In Orange County, more than one in five individuals are in the top bracket of earners. Reflecting household income growth trends, per capita income growth has experienced year -over -year increases since 2010, averaging an increase of 2.6% annually, Per capita income grew from $31,373 to $35,651 in 2015, an increase of 116%. Housing The region is known for one of the highest real estate prices in the country, impacting economic prospects. in June 2016, the median sales price of existing single-family homes in Orange County was $759,490. This is more than three times the U.S. median home price of $240,800. According to the California Association of Realtors, only 22% of households can afford the median priced home in Orange County, compared to 57% nationwide. Rents have also climbed to unaffordable levels. Average asking rents in the first quarter of 2016 showed that Orange County ranks among the highest in the nation at $1,753 per month. Increases in cost -of -living, rent, and home prices have outpaced income growth in some county communities. This has not only served to reduce potential migration into the region, but in fact has led many 25 to 34 year olds to permanently leave Orange County, thus limiting the county's ability to attract and retain a talented workforce and contributing to the growing skills gap. Commute Patterns The cost and lack of housing options in Orange County, combined with a robust network of transportation corridors and transportation options, results in significant commute patterns into and out of the region. According to the U.S. Census Bureau Origin -Destination Employment Statistics, in the 2nd quarter of 2002-2014, there were: 0 810,174 individuals living and employed in the OC Region 0 592,709 individuals commuting Into Orange County (Inflow) but living out of the OC Region 0 450,241 Orange County residents commuting out of the area (outflow) to work in areas outside of the region Page 8 19D-23 Orange County Regional Plan LABOR FORCE EMPLOYMENT AND UMEMFLOYMENT DATA The California EDD measured Orange County's unemployment rate at 4.1% in September 2016, 1.2 percentage points lower than the state unemployment rate and 0.7 percentage points lower than the national unemployment rate. Orange County, which has the lowest unemployment rate in Southern California, continues to outperform its peers in job creation, adding 44,700 over the past 12 months. The Professional and Business Services, Education and Health Services, Leisure and Hospitality and Construction industries experienced the most rapid growth over that period, respectively adding 11,500, 9,300, 9,300, and 9,200 jobs since September 2015. Orange County's total labor force grew to a total of 1,636,400 Individuals as of September 2016, surpassing July 2008's historical peak of 1,625,600 participants by more than 10,000. June and July, as previously mentioned, saw a spike in labor force participants that temporarily drove up the county's unemployment rate. The timing of this influx suggests that many of these new participants are recent college graduates; the educational attainment of these individuals has, thus far, helped them find employment, as unemployment rates fell in August and January of this year. INDIVIDUALS WITH BARRIERS TO EMPLOYMENT The OC Region recognizes the importance of improving connections for Individuals with barriers to employment and training opportunities. The economic downturn has left increasing numbers of workers seeking additional hours or juggling multiple jobs to make their income goals. Access to ad-hoc employment can be essential to enable studying or increasing a worker's competitiveness. Local hire of on -demand workers strengthens the fabric of communities. But traditional workforce development has focused only on full-time job placements. The OC Region includes a goal to expand beyond this to raising skills and quality that include both the traditional and flexible workforce. We aim to create cost-effective pathways from underemployment to sustainable employment that are personalized for each individual's circumstances. All activities and strategies developed in this OC Regional Plan commit to strengthening existing workforce development, education, and training opportunities to benefit individuals with barriers. Specific strategies for each local area will be described in the OC Local Plan, as prescribed and supported in the WIOA legislation by: • Increasing the focus on programs and services for the most vulnerable workers such as: low-income adults and youth, individuals with limited skills and work experiences, and individuals facing other barriers to economic success • Expanding education and training opportunities to help individuals gain the skills needed to get good jobs, keep good jobs, and advance in their careers • Helping disadvantaged and unemployed adults and youth earn while they learn through support services and effective employment -based activities • Increasing outreach, engagement, and services to those with limited basic skills and/or limited English proficiency • Aligning planning and accountability policies across core programs to supportt more unified approaches to serving low-income, low -skilled Individuals • An initiative to assist the underemployed EDUCATIONAL AND SKILLS LEVELS IN THE WORKFORCE Educational attainment provides the most useful tool for analyzing the average quality of job candidates, as there is a direct causal relationship between educational attainment and the acquisition of hard and soft skills. While this analysis fails to reflect many aspects of Orange County's workforce, it does provide a general overview of the skills available in the county's labor market. Educational attainment in Orange County continues to improve across the board. The number of residents with an Associate's degree or higher increased to 46.4% in 2015, while the number of residents with no high school diplomas has decreased, and the number of residents with some form of college training has also increased. While overall education levels show promising improvements, the fact that just over 15% of the population still lacks a high school diploma remains concerning. As the county continues to struggle with a skills gap in several major industries, efforts must be made to properly educate and train all residents with the skills needed to fill these positions. This not only strengthens the financial stability and quality of life for those residents as well as the county's overall economic performance. Page 9 199-24 Plan Employer expectations and requirements for new workers continue to increase as industries evolve via improved efficiency and rapid technological advancement. Many employment opportunities offered in today's economic environment require a complicated mixture of soft and technical skills, even at entry-level positions, and many businesses find themselves struggling to fill positions that require this combination, a phenomena known as the skills gap. Fortunately, many educational institutions in the county recognize this need for enhanced skills and are shaping programs to cater to the increasing skill requirements of Orange County's businesses. As a result, the number of high school students who are college -ready and well prepared for post K-12 success is of growing significance. Declaration: Orange County's deep talent pool and increasing educational attainment, provides an important competitive advantage for the present and the short-term future. Recent economic and social issues, however, may threaten the county's long-term competitiveness. The county's high cost of living may force talented workers to relocate elsewhere, widening the growing skills gap and demand for skilled workers in the region. Policymakers and key regional stakeholders should take steps to address these issues and maintain one of the county's most important competitive advantages of a skilled workforce. Regional Coal/Objective: Improve access and quality of service delivery to support an enable upward mobility for all Californians through innovation organized around development of regional sector pathways. Strategy: Increase, expand, and improve programs that increase opportunities for all workers and job seekers for employment, including from under -represented demographic groups, to enter or sustain careers in fields with high wages and/or career advancement opportunities, including for those with barriers to employment, State Plan AltgnMeant: Enabling upward mobility for all Californians, including populations with barriers to employment. Alignment, coordination, and integration of workforce/education programs and services to economize limited resources to provide the right services to customers based on particular and unique needs, ��"'�`"�1,�`�[�n�»,.�yy�:.,.R ,�1�4��L� ` IE�Ir • •-, f�VJ,n P ��, �""�.��.�a•� ANALYSIS OF WORKFORCE DEVELOPMENT ACTIVITIES IN THE REGION Orange County's business community has experienced a growing awareness of the publicly funded workforce, education, and training systems. Current workforce development activities are comprised of various networks of public, education, private for profit and private non- profit agencies that collaborate on a regular basis to provide resources necessary to coordinate a large-scale workforce development effort. The table below highlights major regional workforce activities that are occurring in the OC region today: net ActivitlegDescription Slingshot Initiative The SlingShot Initiative catalyzes collaborative efforts by businesses, industry, government, workforce development, economic development and education stakeholders within a region to address employment challenges with regionally selected solutions to regionally defined problems. The OC Region's SlingShot Coalition is designed to respond to industry led and identified needs to address a growing skills gap and waning regional talent pipeline, Specifically, the OC Region SlingShot will develop processes to establish a viable and sustainable regional talent pipeline of skilled workers for the manufacturing sector through training, apprenticeships, and On -the -Job Trainin s, Regional Industry The AS 116 Regional Industry Clusters of Opportunity (RICO) Initiative, designs and implements regional Clusters of Opportunity economic development strategies in the alternative fuel and advanced vehicle technology industries, This (RICO) Initiative project focused on promoting the accelerated deployment of hydrogen infrastructure, the accelerated adoption of hydrogen fuel cell vehicles, and the creation of a talent pipeline to support a hydrogen fuel industry in the OC Region. Although the grant ended in early 2016, the outputs of the projects have continued beyond the grant term and the region continues to further develop and implement regional industry clusters of opportunity (RICO) career pathways and/or talent pipeline strategies for K-12 students; and to involve regional partners to advance the competitive position of tar eted RICO efforts resulting in economic prosperRy. Stronger Workforce California Community Colleges Implementation of programs to address the high levels of unemployment in Program California that is fueled by the skills gap through innovative, data -driven analysis of: demand and supply a s in local markets; tar eted investments to strengthen and scale the most effectve workforce training_ Page 10 19D-25 Plnn STRENGTHS OF WORKFORCE DEVELOPMENT ACTIVITIES Over the last few years, Orange County has built on its strong economic foundations by aligning workforce infrastructure, programs, and policies to meet the regional workforce and economic development needs of its business community. OC Region projects, such as RICO and Slingshot, have focused on developing long term plans to drive sustainability and growth for regional workforce and the Orange County economy. The success of these smaller -scale efforts demonstrate that more Page 11 190-26 programs that, based on the data, meet the employment needs of each community, and Cross -sector convening to encourage collaboration, share findings and formulate strategies..__ Adult Education Block The 2015.2016 State Budget appropriated $500 million to the California Community College Chancellor's Grant Office (CCCCO) and the California Department of Education to allocate funding for adult education. The funds are provided to eligible consortia for the purpose of implementing regional plans for adult education. The intent of the Adult Education Block Grant was to expand and improve the provision of adult education via these consortia. The CCCCO and the California Department of Education (CDE) are working In partnership to implement the requirements outlined in the Adult Education Block Grant. Comprehensive The Comprehensive Economic Development Strategy (CEDS) Committee, in partnership with the Orange Development Strategy County Development Board (OCDB) and on behalf of the Orange County Board of Supervisors, provides an (CEDS) accurate and continuous economic development and management program. The CEDS Committee finds strategic solutions to the poverty and other chronic economic issues faced by "Red -Zone" (low-income and/or high unemployment) communities and neighborhoods in Orange County. OC Pathways OC Pathways creates a county -wide regional infrastructure that builds, supports, and expands high demand and high growth career pathways and creates opportunities for educators to collaborate with key stakeholders to develop viable and sustainable career pathways in OC Region's priority industries, including healthcare, manufacturing, and information technology. OC Pathways ensures that OC students are ready for college, career, and life success through participation In learning experiences that integrate rigorous academics and career preparation. Regional Training Funding awarded to the OC Region RPU in support of WIOA regional capacity building and infrastructure Coordinator (RTC) development activities. The RTC will work with the CWA to assess regional training needs, develop a training an and advise the State on the training and technical assistance needs of the region. Regional Implementation The project will utilize an innovative approach to develop and implement Improved infrastructure through and Innovation Grant regional coordination and system alignment of regional data, policy, and service delivery. The goal of this collaboration is to ultimately improve access to activities that lead to recognized post -secondary credentials and/or industry -recognized credentials (portable and stackable), increase access to vocational training, development of apprenticeship opportunities and ultimately meeting the needs of Indust for skilled workers. Apprenticeship — Prop 39 Regional coordination to fill critical workforce skill gaps by creating opportunities for disadvantaged California job seekers to earn industry -valued credentials and enter into pre -apprenticeship, apprenticeship, or direct employment in In -demand industries. Efforts focus on training at risk youth, women, veterans, and other disadvantaged job seekers in jab skills that lead to structured pathways to apprenticeship. Building workforce by aligning systems and leverage funding to o fimize results and reduce service duplication. Veterans Employment- Regional coordination serving unemployed and underemployed veterans transition Into rewarding civilian Related Assistance careers, This project assists veterans living in the OC Region with significant barriers to employment, Program (VEAP) Including disabled and low-income veterans, and those In need of education and skills development. Linking to Employment Collaborative and integrated services with the OC Sheriffs Department, OC Health Care Agency, and the OC Activities Pre -Release Social Services Agency to help integrate government services offered by correctional facilities with federally (LEAP) funded workforce development programs and assist soon -to -be -released inmates to prepare for successful reentry into their home communities. Supervised Population Programs serving all persons who are on probation, mandatory supervision, or post -release community Workforce Training supervision as defined AS 2060 [Chapter 383, Statutes of 2014] and are supervised by, or are under the jurisdiction of, a county to reduce the risk of recidivism. These programs will help the supervised population participants obtain a marketable and industry or apprenticeship board -recognized certification, credential, or degree to improve their qualifications for apprenticeship programs, community college career programs, and direct job placement. STRENGTHS OF WORKFORCE DEVELOPMENT ACTIVITIES Over the last few years, Orange County has built on its strong economic foundations by aligning workforce infrastructure, programs, and policies to meet the regional workforce and economic development needs of its business community. OC Region projects, such as RICO and Slingshot, have focused on developing long term plans to drive sustainability and growth for regional workforce and the Orange County economy. The success of these smaller -scale efforts demonstrate that more Page 11 190-26 Plan coordinated, regional business/industry engagement strategies would pay significant dividends in Orange County as the county develops a "workforce of the future." WEAKNESSES OF WORICFORCE DEVELOPMENT ACTIVITIES The efforts of all stakeholders in Orange County's worldorce development are well intentioned, but the coordination of activities is unevenly applied. The sheer number of federal, state, county and local civic agencies combined with twenty-seven K-12 school districts, four community college districts, the California State University and University of California systems, numerous private post -secondary institutions and many private colleges leads to a volume of business engagement efforts that cannot always be efficiently managed. Business engagement is often fragmented, uncoordinated, and missing a true sense of collaboration for the good of the regional economy. Many college campuses and CBOs conduct their own businesslindustry advisory boards that duplicate efforts of other institutions. As a result, many of these programs are poorly attended and lack the business feedback about labor markets and the skills gap that is crucial for both the business and education communities. Declaration: In order to support continued development and innovative in regional workforce activities, the OC Region will have to engage business stakeholders in a more targeted and efficient manner. Regular conversations with workforce and education stakeholders will lend meaningful input into the development process of industry -relevant curricula that will prepare students for the current and changing job market. Ongoing collaboration will reduce redundancies and inefficiencies to help bridge the skills gap and align regional, educational, and economic interests. Regional GoallObjective: Strategic regional alignment, coordination, and integration of programs, services, and partners, with attention to Individuals with barriers to employment and special populations as applicable, across systems. Strategy: System alignment, service integration, and support towards a sustainable regional infrastructure that are in sync to streamline business engagement practices across systems. State Plan Alignment. Aligning, coordinating, and Integrating programs and services. Integrated service delivery, braiding resources, and coordinating services at the local level to meet client needs. OC REGION'S FOREIGN BORN AND LIMITED ENGLISH POPULATION Orange County has been identified as having a workforce that is at least 15% limited English proficient, and as such the OC Regional Plan includes assessment and strategies to address the needs of and provide services to those who are limited English proficient. The importance of strategies designed to increase English Language proficiency is demonstrated by the fact that 23.2% of Orange County workers 25 and older speak Spanish as a first language, and that 16.3% speak an Asian language as a first language. Increasing the English Language skills of Orange County's current students will help prepare them for both the rest of their academic careers and for the job market, which demands English proficiency for all but the lowest -paying jobs. WAI, ,n Foreign -Born Population ^ 2. Region of Birth, 2014 A� counties such as San Bernardino County County (22.7%). Almost half of individuals in Orange County speak a language other than English (46%) and among this population, 45% speak English less than "very well," Increasing the English Language skills of Orange County's current students will help prepare them for both the rest of their academic careers and for the job market, which demands English proficiency for all but the lowest -paying jobs. Orange County exceeds the state average of total enrolled students classified as "English Learners". 24.9% of Orange County students were classified as English Language Learners in 2016 compared to 22.4% of students statewide; Orange ish Language Learners in the Southern California region, higher than surrounding 3.9%), Riverside County at (20.7%), San Diego County (22,1%), and Los Angeles 19D-27 Page 12 Orange County Regloncl Plan UVOPKrORCE A.CTt tTIES/SERVICE FLAN FOR ENGLISH LA14GUAGE LEARIeERS The County has already made some progress, as its number of English Language Learners has decreased from a peak of almost 160,000 in 2003 to just over 120,000 in 2016. This demonstrates both the effectiveness of current OC Region language acquisition programs and the ability of many local students to overcome initial language barriers. English Language skills are crucial to 903 of the 954 occupations listed by the Bureau of Labor Statistics; the remaining 51 occupations are primarily low -skill, low-wage jobs with marginal opportunities for career advancement. Many individuals with limited English skills have few opportunities to find high- quality jobs without services that improve their proficiency at English, Adult education partners will play a key role In providing services for English Language Learners in the Region. Activities will include, but not be limited to: • Evaluation of current programs and capacity • Committing to adopt English language proficiency standards that correspond to college and career -ready standards • Developing and administering regionally aligned assessments • Supporting collaboration between workforce and education partners/stakeholders • Assist participants in obtaining literacy and basic skills for employment and transition through career pathways Declaration: Orange County has the highest percentage of English Language Learners in Southern California at 25%, and supporting language programs will become even more important as the county continues to become more diverse. Regional Goa110bjective: Improve access and quality of Service Delivery to enable upward mobility for all Californians through coordinated regional partner efforts, including for those individuals with barriers to employment such as English Language Learners and other special populations, Strategy: Employ coordinated service delivery and approaches proven to accelerate individuals' progress towards his/her academic and vocational goals; evaluate current needs for adult education programs within the OC Region, integrate existing programs and create seamless transitions into postsecondary education or the workforce. State Plan Alignment: Coordination of programs and services by building regional partnerships between workforce, education, and other key partnerststakeholders to integrate service delivery and braid resources to best meet client needs. 2C. REGIONAL SECTOR PATHWAYS: The purpose of "regional sector pathways" is to ensure that demand industries in each region are having their workforce needs met while also ensuring that students, workers, and other individuals, including individuals from populations with barriers to employment, have the opportunity to develop the requisite skills in -demand in their respective regional labor markets, and that the proper remediation and other supportive services are available to ensure participants can succeed. Regional sector pathway programs should ultimately result In the attainment of industry -recognized postsecondary credentials by those who complete these programs. INDUSTRY LEADER ENGAGEMENT/ SUMMARY OF CONVENING ACTIVITIES Determining industry workforce needs in the Orange County region required the efforts of a multitude of partners. Industry sector leaders, organized labor, educational institutions, regional economic development agencies and non-profit organizations gathered in a variety of settings to share critical information, feedback and recommendations that led to the development of a robust plan to address workforce issues. Regional sector pathways for the OC Region are identified and developed through regional planning and organization efforts led by industry sector leaders, and include: organized labor, community colleges, K-12 programs, Adult Schools, all four regional Adult Education Block Grant (AEBG) Consortia, three local boards operating jointly in the Orange County RPU, CBOs such as United Way and Goodwill, business associations, and regional economic development agencies. Page 13 19D-28 Plan Required planning and public meetings include the following: OC Network (Orange County Regional Economic Workforce Development Network) is a major driver of regional workforce needs assessment. This group met on a quarterly basis and convenes a large number of industry participants along with labor, education, economic development agencies, and the community. Quarterly meetings are open to the public and announced on the OCeconomy.org website. OC Network has identified key competitive and emerging industries and coordinated resources to: • Develop industry -specific partnerships in targeted industries • Align public programs with funding streams 0 • Identify additional state, federal, private and philanthropic resources • Collaborate with and create sector partnerships • Support Regional Implementation and Innovation strategic activities Orange County Career Pathways Partnership (OCCPP) is one of the largest regional consortium in California with the goal of creating career pathway programs that are accessible to Orange County students from all socio-economic backgrounds. The OCCPP was provided with a grant from the California Department of Education to create a countywide infrastructure utilizing career exploration, on-the-job training, and virtual learning. The OCCPP Regional Consortium holds quarterly planning meetings that creates opportunities for educators to collaborate with key stakeholders to develop viable and sustainable career pathways in OC Region's priority industries: healthcare, manufacturing, and information technology. Orange County Business Council (OCBC) represents and promotes the business community, working with government and academia to enhance Orange County's economic development and prosperity in order to preserve a high quality of life. OCBC serves pro-business interests so that the region's vibrant economy will continue to expand, bringing the benefits of prosperity the county. Its core initiatives Include Infrastructure, Workforce and Economic Development and Workforce Housing. Orange County Regional Leadership Council convenes the Orange County Development Board, the Anaheim Workforce Development Board, and the Santa Ana Workforce Development Board with mandated partners and key stakeholder groups. The Regional Leadership Council meets monthly to discuss and plan for strategic alignment and coordinated system efforts for the Orange County Region. Roles and responsibility of the Regional Leadership Council include, but are not limited to: • Identification of short termlimmediate needs for OC Regional Plan implementation and long term sustainability efforts • Integration of partner needs/goals and implementation of regional projects, such as: SlingShot, Regional Implementation and Innovation, etc. • Development of partner MOUS, discussion of partner strategic plans and regional goalsn • Development of regional plan framework with commitments to implement regional strategieslactivities • Commitment to economize and leverage resources for the OC Region California Community Colleges, Doing What Matters, Taskforce on Workforce: 14 Regional College and Faculty Conversations with over 700 attendees, including 40% faculty; 6 Strong Workforce Town Hall Meetings with over 500 participants in regions across the state; 6 expert background papers on common themes including Workforce Data and Outcomes, Curriculum Development, Structured Pathways and Student Support, Regional Coordination, and Funding; 5 meetings of the 26 -member Task Force. Public input and comment. DATA SOURCES The OC Region has used the regional EDD data analytics and focused on positioning work to leverage priority Industry sectors, strategic partnerships, career pathways and collaborations to build a greater workforce system. Over the last several years, the OC Region has built a forward -thinking system to address the workforce development challenges of Orange County, one of which is system alignment and development of regional infrastructure that will be addressed through by this regional plan. OC Region has worked to create pathways forward for Orange County by aligning education and workforce training efforts to meet the needs of the priority industry sectors. All four industry sectors currently outpace state Page 14 19D-29 Plan employment projects and create jobs at all levels of the educational attainment spectrum — from entry-level to executive positions, The.data analysis illustrates the need for county policymakers to channel OC Region residents toward these lucrative positions through both traditional education and training programs as well as industry partnerships that provide Jobseekers with hands-on experience. Ocriarat,icn: The OC Region has identified priority high-value industry sectors and developed a plan that is responsive to industry voiced demands and data supported needs in the region. The regional assessment creates opportunities to develop and support industry relevant post -secondary and industry -recognized certificates, training programs, OJT and apprenticeships for these identified priority sectors as a start to building an integrated regional sector pathways system. Regional GoallObjective: Targeted and meaningful business and industry engagement to improve access and quality of demand -driven programs organized around regional sector pathways In high-value industries. strategy: Support regional sector pathway development by offering in -demand trainingleducation to create pathways to higher wage occupations that will influence workers' upward mobility to employment in higher paying jobs and careers, designating local AJCCs as on -ramps or gateways to programs/services (further defined In respective local area plans). State Plan A 11 g n m a n t: Aligning educaflon/training with industry needs to support regional sector and career pathways. ASSESSMENT OF EXISTING TRAINING AND EDUCATION PROGRAMS AmajorsourceoTtunaingrorexlsting training and education programs in the OC Region comes from the California Career Pathways Trust grant, which awarded the Orange County Career Pathways Partnership (OCCPP) and California Community Colleges Doing What Matters workforce taskforce. These entities were tasked with building a countywide infrastructure to foster the development of workforce programs that aligned educational institutions with local businesses. Recent surveys assessed the progress of career and technical education (CTE) programs and the overall status of workforce training and education programs in the region. The surveys performed qualitative research on existing training and education programs by gathering input from the Orange County Community College CTE Deans and Faculty, Orange County Community College career center representatives and local businesses representing small, medium and large -size businesses. The report showed that current efforts are falling short of meeting regional needs. Local businesses provided feedback that a general lack of coordination with community colleges led to poor participation in existing programs. Businesses acknowledged that they did not have enough understanding or familiarity with the partnership process to justify allocation of resources to the effort. In addition to the education system, the Orange County Region AJCC One -Stop system offers workforce training allowable under WIOA. The local area One -Stop Centers strive to serve WIOA eligible Adult, Dislocated Workers and Youth with training options including Individual Training Accounts (ITA), On -the -Job Training (OJT), Customized Training, Incumbent Worker Training (IWT) and Transitional Jobs opportunities. Initial feedback from businesses interested in on-the-job training (OJT), Incumbent Worker Training and apprenticeships report that they are wary of the logistics involved in coordinating repetitiously with three local boards whose policies and processes differ. Inter -agency policy discrepancies and a lack of coordination among the community colleges and within the three local boards' results in reduced referral and linkage of customers to relevant education and training programs, creating unnecessary obstacles that limit effectiveness. Accessibility and customer choice are impacted by a lack of process and policy alignment and creates uneven access to services that vary sometimes based on customer geography and sometimes based on lack of existing contracts with desired training providers/programs. Duplication of services and discrepancies in costs create additional challenges that confuse customers, limit regional coordination, and impact training. Page 15 19D-30 fiDDRESS040 DEnSCHENCCES Over the past 18 months, OC Pathways and SB 1070 have jointly invested in a major initiative to align curriculum and educational practices at the secondary and post -secondary levels to best respond to the education and training needs identified by industry. Teams of educators, counselors and administrators have been actively engaged in multiple forums that provide opportunities for industry professionals to bring voice to the direction of curriculum and pedagogy in the career pathway programs linked to their sector. Workforce, education, and training initiatives in the region require further development and coordination. Feedback received guided key recommendations such as: infrastructure development, regional systemic alignment of workforce programs, policy alignment, and addressing talent pipeline issues. Strategies to address deficiencies Include: • Industry led and defined efforts to organize and align workforce activities through convening of local stakeholders and leverage of existing networks and resources • Coordinated businesses engagement efforts within and between community colleges and local boards • Research and evaluation of current industry needs in the region through surveys, focus groups, and workgroups • Evaluation and assessment of training processes and alignment of system processes among the local boards in the region • Identification of workforce/education infrastructure assets and gaps and building of capacity of all partners in the system to increase quality and broaden service delivery processes around training and education programs • Development and utilization of a shared digital platform to coordinate and streamline business engagement Declaration: Incentivize collaboration, not competition. A major theme that emerged from interviews with education and training providers is that the current system incentivizes campuses and training providers to act competitively, rather than in concert, because often funding and payment is based on how many customers they attract. ReglonoI Coat/0bjective: Improve access and quality of education and training services responsive to business needs that will increase, expand, and improve programs that create opportunities for all workers and job seekers for employment in fields with high wages and/or career advancement opportunities, including for those with barriers to employment. Strategy: The skills needed In the labor market change relatively rapidly as new technologies are developed, new industries are created, and existing industries evolve. As a result education and training courses, in order to stay relevant, must regularly be updated to reflect changing labor -market demands. Periodic evaluation, assessment and enhancement of existing education and training programs via the feedback key stakeholders ensure that regional needs will be addressed effectively and in a continuous manner. Coordination of training programs and resources may reduce redundancies in the system. State Plan Alignment: Foster demand driven skills attainment through collaboration and active engagement of businesses in workforce and education planning and affect system change through alignment, coordination and integration of systems, programs, and resources. The OC Pathways is a career pathway program in the OC Region that was initiated through a 2014 California Department and Education grant. OC Pathways is a program that is designed to equip students for college and career success using an innovative method that combines academics with career preparation. Over fifty industry partners have been engaged to participate in OC Pathways to focus on high -need, high -wage, high -skill STEM careers. Target sectors are healthcare/biotechnology, engineering, manufacturing, and Information technology/digital media. Industry partners Include major businesses in the OC Region, such as: Broadcom, Edwards Lifesciences, and Fluor Corporation to help build a regional infrastructure that expands career pathway opportunities for Orange County students. This goal Is achieved primarily by connecting educators with industry leaders to create a Career Readiness Hub, where students are provided with virtual field trips, virtual mentorships, interactive career exploration tools and a curriculum that emphasizes workforce readiness skills. Industry participation is relied upon because providing students with relevant, hands-on experience is central to the success of the program. The program provides students with direct involvement in career settings through internships, development of work -based learning program at local schools and other innovative teaching methods that are heavily influenced by industry partners. OC Pathways also provides resources for educators through workshops and learning sessions that introduce new Fag 16 19D-31 Regional Plan methods and techniques for incorporating workforce readiness into student curriculum. • Over 8,600 students have participated in the program, with 2,500 participating In work -based learning programs. 12,500 community college students have enrolled in OC Pathway industry sectors, earning 600 certificates and 85 degrees. 500 educators have enrolled in OC Pathways professional development sessions, and the University of California Curriculum Integration (UCCI) developed 6 courses, 4 of which meet University of California and California State University admission requirements. Dcc: is ri:ti on: The nascent success of the career pathways programs provides a solid foundation for the development of an overall infrastructure to enable future development of regional sector career pathway approaches to OC workforce needs. F e 2,l o n a 1 C c>a 1110ble ct iv e: Improving access and quality of programs, embracing a sector strategy that concentrates on developing career pathways programs for priority sectors to help people get and sustain good jobs with good pay. Strategy: Organizing regional sector career pathway development around a network of engaged business/industry, education, labor, and stakeholders who are Invested in regional workforce development. State Plan Alignment: Strategic regional alignment of education, training, and workforce systems to foster demand - driven skills attainment and opportunities for upward mobility for all Californians. As described and referenced throughout this regional plan, the OC Region has established the Orange County Economic and Workforce Development Network ("the OC Network") as the vehicle for bringing businesses, labor, education, economic development and others to identify and address the regional workforce challenges, especially as they relate to the key industry clusters of the County. Through quarterly meetings, intensive workgroups, and planning sessions, the OC Network serves as a hub for dialog, information sharing, planning, and development of resource strategies. Complementing the State goal to create and implement regional sector pathways, the OC Network's key partners and stakeholders have come together with recommendations to further develop career pathway programs to meet regional industry needs: Career Pathway Platform • Identifying key competitive and emerging industries • Aligning, coordinating, and integrating Orange County's resources to support the development of Industry -specific partnerships in those targeted high-value priority industries • Working to minimize/eliminate policyladministrative barriers to the alignment of public programs and funding streams • Developing common systems to track participant success • Identifying and accessing additional federal, state, private and philanthropic resources to sustain the network, invest in specific programs, and support sector initiatives • Integrating programs and braiding funding streams along career pathways, and providing supportive services for underprepared students and workers • Supporting a multiple entrylexit point system in career pathways programs Page 1 / 19D-32 Plan Informing the work of the OC Network are Sector Partnerships, which bring together leaders from business and education, along with other stakeholders, to develop education and training curriculum and programs to meet business demands for skilled labor. For industries identified by the OC Region as priority sectors, the Sector Partnerships are responsible for: Development Network "The Network'` <enslitent With Mw strotoglC fromewor of Tho Stott Working GV0uy1 • h... as rhe vahlete for brlh61n6 tootoasas, labor etlum[lon. Ottmortic OotolOpTenoenb other, W IdentKY a.9utlrcas [h4 a6l0nol W W.1 -to dol Wngaa, o ood.11, as to., tom W to tho kt, It ... h1 dW—. «the County • n10Hatootkw a hmrformaing, inh1hodo" shenn6, nlom,htu, ane aaymeatnant or ohohoo thou ho a dentifyinglarticulating current and anticipated industry skills gaps Mapping out and establishing career pathways in targeted industry sector Providing input into the development of training curriculum and/or adjusting existing curriculum Vetting industry valued skills certifications, credentials, and degrees Developing other strategies to support Industry workforce needs and worker career advancement Declaration: Ultimately, the OC Region RPU expects that the work of the OC Network and the Sector Partnerships will enable workers to gain the skills necessary to perform work in the sectors that are driving the Orange County economy, Implementation of these industry recommendations will help develop a comprehensive continuum of career pathway resources that support a multiple entry point system- no wrong door for clients in need for varying services. Regional GoallObjective: Strategic regional alignment to support development of career pathways through coordination and integration of programs, services, and partner resources. Strategy: Industry guided development of a comprehensive continuum of career pathway programs that will address skills development across the competency spectrum of careers, from foundational skills to the high level skills. State Plan Alignment: Strategic regional alignment led by industry demand to build regionally responsive and relevant career pathways, 2D. INDUSTRY -VALUED POST -SECONDARY CREDENTIAL ATTAINMENT: Under the State Plan, regional sector I pathway programs should result in the attainment of industry -valued and recognized post -secondary credentials that are portable and aligned with regional workforce needs. f IDENTIFY THE PROCESS TO DETERMINE VALUED AND RECOGNIZED CREDENTIALS The OC Region leveraged existing CTE steering committees, a working group dedicated and actively engaged in a process of inventorying current curriculum, sector partnerships, and industry targeted efforts. Customer -focused and industry led efforts are key drivers at the OC Network meetings that bring together business, industry, workforce, and education partners. A series of business/industry focus groups combined with EDD regional and local labor a market information provides context for the determination of valued and industry recognized credentials. The process to vet valued and recognized - credentials included: Partner engagement- bringing the right mix of key stakeholders and decision makers to the table Soliciting business/community input- focus groups, work groups, town hall meetings, surveys Evaluation and assessment- inventory of current credentials, asset mapping 19D-33 Page 18 Plan • Analysis of labor market information- return on investment of credentials, are these credentials relevant to industry needs, regional data analysis, current and on-going analysis • Ensuring credentials were responsive to high-value, high-growth sectors- pulse on priority sectors in the region with evidence of clear pathways to career advancement and/or higher wages • Tracking employment- credentials leading to gainful employment DESCRIBE INDUSTRY LED DISCUSSION PROCESS An industry led approach to skills development helps education and workforce partners respond to gaps and needs with solutions, programs, and services that will help businesses fill Jobs with skilled workers. All workgroups, steering committees, and meetings include business and industry as primary key partners. The OC Region RPU will utilize the OC Network as a vehicle to ensure that Industry leads this discussion and process. Declaration: Post -secondary education and credentials are key to economic mobility for individuals and the economic strength of the entire Orange County region. Credentialing is an important way to connect industry demand to workforce capability and ensure high quality skills to satisfy businesses. Reg 1onat Go a 1/0 bi e c tiv a: Targeted meaningful businesslindustry engagement to help build and support regional sector and career pathways and identify credentials are responsive to industry needs for a skilled workforce. Strategy: Prioritize industry led discussions in the development of industry relevant and demand driven services/trainings. State Flan Alignment: Foster demand driven skills attainment through collaboration and active engagement of business and industry in the development and provision of credentials for in -demand industry sectors/occupations for the region. CURRENT CREDENTIALS Echoing the California Workforce Development Board's policy statement on credential attainment: Credentials benchmark skill attainment. Documenting everything from work readiness to technical proficiency, they may be awarded for credit hours earned, programs completed, or competencies demonstrated. The OC Region RPU is focusing on the development and enhancement of credentials around high-value priority sectors such as: manufacturing, healthcare, IT, and hospitality/tourism. Industry credentials currently offered to the region include, but are not limited to: California industry credentials This searchable database provides Information on third -parry credential exams that are issued through Certipod, including: hltu.l/doingwhatmatters.cccco.edulLaunchBoard/In - A list of credentials, which can be f Itered by K-12 pathway, industry cluster, or priority sector • Figures on how many students have passed exams at individual K-12 sites dustryCredentialsSearch.asax and colleges Credentials offered by community colleges The list is intended to help practitioners fold credentials into community college programs, and to help students obtain employment or demonstrate skllls needed in hf :ddoingwhahna ers.cccco.edu/portalsl6/docs/In the workplace. Students successfully completing training for these certiflcatiens will be prepared to sit for the Industry -valued certifications. dustr %n26Credentials%20Ojnd CCydf This is a Ileo list, end will continue to than o as re ulred 6 both Musky and educators. Credentials offered by K-12 Students successfully completing a program of study within the career pathways listed here will be prepared to sit for the cross -listed Industry -valued certifications htfn IJdoinpwhatma ers.cccco.edu/oodalsl6Jdocslin and will be better prepared for continuing their studies in community college career pathways. This is a live list and Is not to be considered as an oBolal list by the California Department or Education. dueca/o2DCredentials°/)20Gric K12.odf Credentials offered by private third -party Various private third-parly training providers for the OC RPU included on the OC training providers Region Approved Training Provider Directory consist of approximately fifty unique providers offering 360 training programs. Page 19 19D-34 Plan DESCRIBE THE PROCESS TO ENSURE LABOR MARKET RELEVANCE Credentials should be responsive to current labor market trends and industry identified skills gaps. Processes to ensure labor market relevance of credentials in subsequent years as labor markets change will include, but not be limited to: • Labor market analytics: through real time EDD LMI data, OC Workforce Indicators Report, OC Indicators Report, Chapman University Annual Economic Forecast, • Employment: data tracking gainful employment connected to credentials • On-going evaluation and vetting of credential programs by industry partners and stakeholders DcOarafion: Credentials offered should be meaningful with actual value in the current labor market, portable and transferrable, and connected to a job or an educational/career pathway. Industry -valued credentials have the following characteristics: • Valued and demanded by businesses • Portable — skills learned are transferable and provide broad opportunities • Stackable — skills learned may lead to opportunities for continuous or advanced training and education • Lead to higher wages, career advancement, and/or increased job security Regional Coal/Objective: Improve access and quality of credentials by developing and offering in -demand training Strategy: Ongoing business engagement in the credential review and development process, ongoing evaluation and analysis of labor market trends. State Plan Alignment: Foster demand driven skills responsive to industry need and relevant to current labor markets, To ensure that Industry is actively involved in the education and certification process, a series of focus groups were held in specific industry segments to gather feedback on demand for industry -valued credentials and how industry should be involved in the credentialing process. An online survey is under development in order to broaden the scope of industry feedback and involvement. More than 20,000 businesses will be asked to participate to help refine the list of industry -valued credentials and also to get information on industry segments to be aware of. The results of the LMID, industry feedback and other stakeholder participation will be shared with a coalition of partners that Includes: California Department of Education, local boards, community colleges in the OC Region, Orange County Business Council, and the AEBG Consortia. Regional partners, including industry leaders, are committed to evaluating and determining that relevant credentials are industry valued through: • Business feedback: OC Network meetings and workgroups, CTE advisory board meetings, Chambers of Commerce, Orange County Business Council, Local Boards, and Industry forums • Employment: data tracking gainful employment connected to credentials Declaration: Industry led discussions and feedback will guide labor market supported coordination and vetting of credentials offered in the region. This vetting process will confirm if credentials are: relevant to industries with high demand, in a sector characterized by quality jobs or pathways to them, tied to groups of firms and informed by a region's best businesses, connected directly to jobs or to next steps in an education and/or career pathway, and are accessible and meaningful to a wide range of small and medium businesses in the OC Region. Regional Goa11Objective: Targeted meaningful business/industry engagement to identify and determine industry skills gaps and needs to be incorporated into Industry relevant and demand driven programs and pathways. Strategy: Coordination between industry/business, education, and workforce to meet business and industry needs; support collaborations to leverage and braid CTE and workforce funding streams to build capacity to meet regional needs. State Plan Alignment: Foster demand driven skills attainment that is industry validated and proven to help people get good jobs and help businesses find skilled workers, Page 20 19D-35 Pion TRAiNING/E._ 'D�oCA a IL N Training and education providers in the OC Region include, but are not limited to, local school districts, community colleges; other accredited collegesluniversities, and private third -party training providers such as: • School Districts (27): Anaheim Elementary School District, Anaheim Union High, Brea Olinda Unified, Buena Park, Capistrano Unified, Centralia Elementary, Cypress, Fountain Valley, Fullerton, Fullerton Joint Union High, Garden Grove Unified, Huntington Beach City, Huntington Beach Union High, Irvine Unified, La Habra City, Laguna Beach Unified, Los Alamitos Unified, Magnolia, Newport -Mesa Unified, Ocean View, Orange Unified, Placentia-Yorba Linda Unified, Saddleback Valley Unified, Santa Ana Unified, Savanna, Tustin Unified, and Westminster; • Community Colieees (9): Cypress College, Fullerton College, Golden West College, Irvine Valley College, Orange Coast College, Santiago Canyon College, Santa Ana College, and Saddleback College; • PvbIic Universities (2): California State University, Fullerton (CSUF), and University of California, Irvine (UCI); • Other (t d9 approx.): Various other accredited private colleges and universities; • other (so approx,): Various private third -party training providers for the OC RPU included on the OC Region Approved Training Provider Directory consist of approximately fifty unique providers offering 360 training programs. Declaration: As stated in the CWDB credentialing policy framework- the USDOL guidance offers a clear definition of industry -recognized credentials, but offers no indication of how many exist, in which regions and sectors. This is the challenge to be addressed by the board to track the establishment of credentials and the deployment of credentials. Regional GoaI1Objactive: Strategic regional alignment and coordination of programs and services that are In sync and committed to the overall goal of increase efficiencies and innovations in the workforce development system. Strategy: Coordination between industry/business. education, and workforce to meet business and industry needs; support collaborations to leverage and braid CTE and workforce funding streams to build capacity to meet regional needs. State Plan Alignment: Foster demand driven skills responsive to industry need and relevant to current labor markets. TRACKING CREDENTIAL ATTAINMENT The local boards and partners collectively in the OC RPU will develop a system to share data in order to track credential attainment and measure total contributions of industry recognized credentials produced by the partners collectively in the RPU. Measurable goals to track credential attainment: • Percentage of participants in unsubsidized employment during 2nd quarter after credential attainment • Percentage of program participants in unsubsidized employment during the 4th quarter after credential attainment • Percentage of participants who are gainfully employed within 1 year after completion of a recognized post -secondary credential, secondary school diploma or equivalent Regional goals to track credential attainment: • Coordination and collaboration with system partners to develop a process to share data across systems that will help track participants and recognized post -secondary credential attainment linked to gainful employment • Indicators of effectiveness in serving businesses' needs through analysis of credential attainment linked to employment trends in the region Declaration: Credential programs are accountable to participants and business. This begs the inclusion of an evaluation and tracking process that examines programs, providers, and aligns performance accountability and data systems to support valuable credential attainment. All partners' individual regional goals were cross-referenced to align with State Plan goals and policies to establish comprehensive and inclusive regional goals for the OC Region's plan around industry recognized credentials as part of the regional sector pathway. Page 21 19D-36 Orange County Regional Plan iegionai as lC;kjer:iivec Strategic alignment and coordination of programs, services, and partners, creating cross - system data capacity that uses diagnostic labor market data to assess the value of those program investments. Szrategy. Performance will be tracked and evaluated over time. Working with state, regional, and local partners ensures investments in employment, education and training programs are evidence -based, demand driven, and data supported State Flan AIi9nment, Production of a million industry -recognized credentials over the next ten years, creating a sustainable credentialing agenda for shared regional prosperity. 2E. ACCESSIBILITY AND INCLUSIVTY; Regional planning is intended to be inclusive and regional sector pathway programs must be flexibly designed and include, as appropriate, remedial programming, so as to allow individuals with barriers to employment and other target populations, including those with limited basic skills and limited English proficiency, an ability to work their way along these pathways. Regional sector pathway programs must be designed to allow participation of individuals with disabilities. REGIONAL PLANNING OUTREACH EFFORTS To develop a truly regional plan that represents all the moving parts Involved in the workforce system, the OC Region proactively engaged leadership of key partners and stakeholders (members listed previously in Section 2Aii) to coordinate development of respective regional plans and contribute to the development of the OC Regional Plan. In order to help align all WIOA mandated operations and programs as well as bigger regional efforts to meet the needs of ever changing OC Region needs, leaders and decision makers from each of the groups were invited to an initial regional planning meeting. From this initial planning meeting was borne the OC Regional Leadership Council as an entity to foster integration and coordination of all partner perspectives for strategic regional planning. Outreach and recruitment of partner input was also facilitated through leveraging the OC Network as an existing entity to engage and include public, private, non-profit, education, and community input, Special Populations, such as out-of-school youth, foster youth, veterans, ex -offenders, and limited English proficient were invited to participate in the regional planning process through the public quarterly network meetings and special workgroups. In addition to coordination of key leaders and partners, the OC Region was awarded the Regional Implementation and Innovation Grant as a means to develop and implement improved infrastructure through regional coordination and system alignment of regional data, policy, and service delivery. The goal of all regional collaboration and alignment efforts is to ultimately improve access to regional sector pathways activities that lead to recognized post -secondary credentials and/or industry -recognized credentials (portable and stackable), increase access to training, support development of apprenticeship opportunities, and ultimately meeting the needs of industry for skilled workers. GROUPS CONTACTED/INVITED TO PARTICIPATE IN REGIONAL PLANNING * The OC Regional Leadership Council: in addition to decision makers representing the WIOA titles and core system partners, the council has also recruited leaders from the Social Services TANF programs, OC Sheriffs Probation Department, and the Orange County Department of Education. ® The OC Network: The OC Network was established in order to better support and integrate county -wide initiatives through collaborative partnerships between public and private organizations and established industry sector professionals that includes members from businesses, industry associations, education, workforce development, economic development, community based organizations, labor organizations and other public sector agencies. ® Community Based organizations: A number of community-based organizations contribute input and collaborate on projects within the OC Region through active participation in the OC Network. Primary community based organizations that have actively contributed to the development of the OC Regional Plan include the United Way of Page 2.2 19D-37 Plan Orange County and Goodwill Industries of Orange County who support programs and provide services to historically high -need and disadvantaged communities. OCAPICA and other youth providers contributed strategic guidance to serve out-of-school youth and foster youth in the OC Region. M' Career Technical Education (CTE) — Partners: OC Pathways and OC Department of Education, represents CTE development and integration related to workforce development and has provided comprehensive data and analysis of industry workforce credentials at the community college and high school level in the OC Region. 9, Business — Economic Development: The OC Region worked with the Orange County Business Council, members of the OC Network, and the OC Economic Development Working Group to include business and economic development input into the OC Regional Plan. This strategic feedback aligns regional activity to positively impact the ongoing economic vitality of the region. Adult Education Block Grant Consortia: All four Orange County Adult Education Block Grant (AEBG) consortia have been invited and have participated in the OC Regional Leadership Council. Comprehensive Development Strategy Committee (CEDS): CEDS is committed to focusing change on areas Identified as distressed or vulnerable to distress; to improve communities identified as "Red Zones" in the region. IE Slingshot Coalition: The SlingShot Coalition (led by industry) serves not only as a director of Slingshot activities and policy, but as a think tank on workforce and economic development issues for the OC Region with formal commitment from industry leaders and community partners to support the regional strategy and make specific contributions to regional workforce development activities. ESTABLISHING REGIONAL C®ALs The OC Region RPU, through the creation of the OC Regional Leadership Council, have met quarterly in 2015 and monthly in 2016 to support Joint development of OC Regional goals. • Key partners and stakeholders (members listed previously in Section 2Aii) shared best practices and priorities/goals for the entities they represented. This data was collected and integrated into a cross walk of all partner regional goals. This process strengthened communication, coordination, and decision-making between regional partners. • Regional labor market information provided by EDD gave the Leadership Council context by which to review, evaluate, and revise regional goals for the OC Regional Plan. Page 23 19D-38 Pian Declaratlon: The OC Regional Plan has taken into consideration the regional strategic plans of partners and key stakeholders and has herein integrated and aligned the OC Regional Plan with those of other partners in an effort to align regional goals and streamline service delivery through leveraging resources. R e g 1 o n a 1 0 o a 110b, j a cti ve: Strategic regional alignment to increase efficiencies and innovations in the workforce system that will promote competitive and world-class education and workforce opportunities to the OC Region. Strategy: Align regional goals and strategies across systems, foster cross referral among all partners, increase ratio of braided funds, aligned business engagement, support infrastructure development and coordination State-. Plan A.ignment: Alignment of workforce, education, and business engagement programs to foster a comprehensive workforce system responsive to demand -driven skills attainment through system alignment, service Integration and continuous improvement. The Adult Education Block Grant (AEBG) created consortia statewide by using existing community college district boundaries. As such, Orange County has four AEBG consortia that have each participated in the WIOA regional planning process. The Coast Adult Education Consortium (CAEC) runs from Seal Beach, the most north-western point of the Orange County coast, and runs south through Newport Coast. The North Orange County Regional Consortium for Adult Education (NOCRC) comprises the northern portion of the county including the most populous city in the county, Anaheim. Rancho Santiago Adult Education Consortium (RSAEC) resides In the heart of the county and includes the second most populous city, Santa Ana. The fourth AEBG consortia, South Orange County Regional Consortium (SOCRC), is located in the southern half of the county with the largest square miles of territory of all the consortia and the second highest overall number of residents. Declaration: Through participation in the OC Leadership Council, the AEBG Consortia actively contributed to the OC Regional Plan from the planning through development of the plan with commitments to collaborate on implementation. R eg 1 o n a I G o a 110 bj e ctiv a: Strategic regional alignment, collaboration, and coordination to address basic skills needs. Strategy: Evaluation of current needs for adult education programs within the OC Region, input into pathways development so as to allow those with basic skills deficiencies the ability to participate in meaningful regional sector career pathways. S tate P la n A 11 g n m e nt: Foster demand -driven skills attainment through collaboration with education/ training partners. �;;r CF I}1AtT �hl�a zrI MR, ANALYSIS OF BASIC SKILLS EDUCATION IN THE OC RPU The need for basic skills education in the Orange County RPU is substantial. As of the 2016-2017 Orange County Workforce Indicators Report, 15.9% of the county population of those 25 years of age or older do not have a high school diploma. An additional 17.3% of the population have a high school diploma, but no postsecondary education. Each year, a sizable number of job seekers served by the workforce and education systems are assessed as basic skills deficient. In order to ensure that these individuals have the skills necessary to qualify for and succeed in jobs, many are referred to services for language skills and math remediation. Such services are available through WIOA-funded and other programs including community college programs, adult schools, ROPS, non-profit agencies and community learning centers. While the length of time that participants spend in basic education varies from student to student based on individual skill deficits, it Is not the case that large numbers of these students spend inordinately long periods of time in basic education. Most quickly acquire new skills to support their employment efforts and it is not uncommon for learners to continue studying to increase communication and computation competencies after they begin work. Demography and Languages Spoken in the n.DC Region According to the Orange County Community Indicators 2016 Report, 46% of all residents over age five speak a language other than English at home. In AEBG RSAEC's region, 15% of all households have "no one age 14 and over [who] speaks English or speaks English very well". (US Census Bureau, 2008-2012 American Community Survey). Page 24 19D-39 Plan Estimated Humhee of individuals Served Regionally Collectively, the four Orange County AEBG consortia provide basic skills education for 225,109 individuals as reported in the 2015-16 AEBG Student Data Collection Reports. The areas of basic skills education which are also allowable program areas under AEBG include Adult Basic and Secondary Education (ABEIASE), English as a Second Language/Citizenship (ESL), Adults with Disabilities (AWD), and Career Technical Education (CTE). 86,298 individuals are served in ABE/ASE courses within the RPU (CAEC — 35,811; NOCRC —13,734; RSAEC-33,926; SOCRC — 2,913). 93,772 of individuals are served in ESL courses within the RPU (CAEC —10,920; NOCK — 32,585; RSAEC — 43,256; SOCK — 6,436). 4,979 AWD individuals are served within the RPU (CAEC — 1,140; NOCK — 1,941; RSAEC —1,449; SOCK — 449). And 40,060 individuals are sewed in CTE courses within the RPU (CAEC — 2,735; NOCRC —13,734; RSAEC — 23,465; SOCRC —126). Basic Skills Relrteu Services in the OC Region Basic skills education related services that complement traditional classroom settings include, but are not limited to: • Computer -Based Learning: Many colleges, schools and community-based agencies have built "computer learning labs," which are classrooms outfitted with the computer hardware and software required to provide instruction in one or more subjects. Basic education and remediation are common subjects for which this method of instruction is most useful. A variety of basic education software is available that accommodates various learning styles. Students progress at their own pace with the assistance of instructors and/or proctors. • Training: One -Stop representatives have at their disposal a wide range of resources, including programs/courses provided by both public and private educational institutions; funds that can be used to support work -based training, such as on-the-job and customized training; apprenticeship programs; and community-based training. In order to succeed in an intensely competitive job market, job seekers have needed to come to the table with not only basic skills but also skill sets that reflect the current needs of the workplace, even for entry-level positions. This fact, combined with State legislation (SB 734) mandating specific training expenditure levels, has ensured that system clients who need training are referred for these services. • Support Services: Because those least prepared for work often also lack financial resources to sustain participation in training over week or months, the One -Stop Systems in the OC RPU have implemented support services protocols that provide direct support and referrals for housing, transportation, clothesluniforms, tools and other necessities. Other system partners, such as TANF and AEBG, also have support services resources that can be leveraged and braided to work towards meeting each clients' needs. Declaration: Regional partner collaboration, coordination, and alignment of key workforce and education partners, will promote the availability of basic education skills education and ancillary programs and services that are suitable to various entry points along a Career Pathway. Regional Goaliobjective: Improve access and quality of basic skills education services and programs to increase opportunities for all workers and job seekers for employment in field with high wages and/or career advancement opportunities, including for those with barriers to employment such as English language learners. Strategy: Regional partners are working together to meet any unmet needs by improving cross system referral processes, alignment of assessment techniques, and shared data tracking mechanisms. State Plan Alignment: Enable upward mobility for all Californians through Integrating service delivery, braiding resources, and coordinating services at the local level to meet client needs. The Orange County AEBG consortia each plan to address common gaps in services that will allow for basic skills education to be integrated into regional sector pathway programs. Identified gaps include transitional counseling, assessment alignments (from high school run adult education classes to college), alignment of noncredit courses where identified, and articulation efforts (from high school run adult education CTE courses to community college credit CTE offerings). CAEC will continue aligning the curricula of the K-12 Adult Education programs and the college programs to create seamless transitions into postsecondary education or the workforce. Page 25 19-D-40, Plan NOCK Integrated Basic Education and Skills Training (I -BEST) strategy, locally known as Project Asparagus is designed to serve those looking to increase their work skills, especially members of the population who have limited English proficiency, (- BEST is a co -teaching model that pairs a CTE content instructor with an ESL, Basic Skills, or AWD support Instructor. Through NOCRC's efforts, the School of Continuing Education (SCE) increased Its [-BEST offerings from one CTE area, Pharmacy Tech which began Spring 2015, to four areas: Administrative Assistant, Early Childhood Education, and Medical Assistant. As a result, more students that traditionally struggled in those courses were able to complete them. Testing scores increased and many students seemed to have a better understanding of the content. SCE is working on ways to continue expanding ]-BEST offerings as well as developing partnerships with its sister credit institutions to offer pathways to credit certificates and degrees. The Curriculum e -Design for ESL, ASE, ABE, CTE and programs for Adults with Disabilities is a RSAEC regional strategy. The workgroup consists of members from Santa Ana College Continuing Education, Santiago Canyon College Continuing Education, and Garden Grove Unified School District Adult Education. One of the goals of this strategy is to provide support services and professional development training in curriculum development planning. Thirty faculty members are participating In a professional development retreat with outcomes to Include a curriculum development framework including action plans. In addition, members are meeting with credit college and business industry counterparts to ensure seamless transition. Focus is on aligning ESL curriculum across the consortium and merging the different program areas (ESL, CTE, ABE, ASE and AWD) so as to limit duplication of effort and focus on contextualized based learning to accelerate student progress. Declaration: Career Pathways that support progressive skills development through education and training programs using multiple entry and exit points integrate basic skills education into regional sector pathways. Regional Goal/Objective: Improving access and quality of services/programsrelated tobasic skills education, Strategy: Identified strategies include: improving test performance through special college preparation courses for AE students; introduction of more academic content into the ESL curriculum; providing contextualized curriculum; providing counseling and assessment services; removing college placement test requirement for adult education students to enter college ESL courses; offering transition and college preparation English and Math courses for K-12 adult education students; and providing professional development courses for instructors to inform them about the various pathways available. State Plan Alignment: Fostering demand -driven skills attainment through coordination of workforce and education partners to help people get good jobs. As mandated by Title 5 and the California Community Colleges' Student Success and Support Program (SSSP) requirements, Orange County's community colleges will use the California Community College Common Assessment system, once available, to streamline and coordinate intake, assessment, and referrals of individuals needing basic skills remediation. CAEC regional efforts to streamline and coordinate intake, assessment, and referrals of individuals who need basic skills remediation revolve around action at both the K-12 and community college adult education levels to Identify and address gaps in services. Identified gaps in services include: community college level remediation courses at the noncredit level (for students receiving diplomas but still lacking academic skills for transferable course credits), transition counseling for adult education students who are moving on to the community college level (or, for community college adult education students, for those moving from noncredit to credit community college courses), common assessments and/or agreements about alignment need for assessment moving from K-12 led adult education ESL courses to community college adult education courses. NOCK is unique among the Orange County consortia in that with the exception of a few hundred CTE adult students being served by the North Orange County ROP, all of the region's adult education services are provided by the community college district. Therefore, minimal regional coordination needs to occur in the areas of intake and assessment. Communication is ongoing to develop streamlined referral processes between the agencies that provide various WIOA services. RSAEC has hired a full-time research coordinator and software programmer to work on efforts to coordinate intake within the consortium as well as gather the data needed for WIOA and AEBG deliverables. Efforts are being made to align Intake of Page 26 19D-41 Orange County Reay, ional Plan students by using common registration methods and collection of data. New registration procedures are currently being investigated within Rancho Santiago Community College District and Garden Grove Unified School District, and there are plans to align with Orange Unified School District. SOCRC is collectively working on efforts to better track educational pathways of Adult Education Block Grant students in courses. This group has created a universal common assessment tool that is being deployed for the first time in Fall of 2016 classes. This universal assessment tracks key attributes of the Adult Learner population, including employment status of each student. The results of this intake form will be used in the future to tailor services to adult learners. De.-.iaration: The Common Assessment Initiative includes new ESL, math and English assessments that will allow students' scores to be portable and each college to make local placement decisions. Each AEBG consortia is committed to working collaboratively to develop and coordinate universal intake and assessment processes. I egional GoaliObjective: Strategic regional alignment of and coordination of basic skills programs/services. Strategy: Each AEBG regional consortia have strategic activities, mentioned above, to streamline and coordinate intake, assessment, and referrals of individuals needing basic skills remediation. State Plan Alignment: System change through alignment and coordination of processes that lend support towards a sustainable regional infrastructure thatwill make it easier to help people get good jobs. The Workforceylnnovatlon and Opportunity Act (WIOA) stresses physical and programmatic accessibility, including the use of accessible technology to increase individuals with disabilities' access to high quality workforce services. Title I of WIOA assigns responsibilities at the local, State and Federal levels to ensure the creation and maintenance of an American Job Center r California (AJCC) system that enhances the range and quality of workforce development services that are accessible equally to all individuals seeking assistance. It prohibits discrimination on the basis of race, color, national origin, sex, age, disability, religion, political affiliation, participant status, against certain non -citizens, and gender/gender identity. All of the community colleges within the Orange County AEBG consortia have dedicated Disabled Student Programs and Service (DSPS)/Disability Support Service (DSS) departments who provide a variety of support services for students with identified and verified disabilities. The K-12 adult education districts all have mandated Special Education services and programs to assist in meeting the requirements of the California Department of Education, which includes continuing such services to students until the age of 22. Through AEBG, all four consortia are exploring ways to expand services to adults with disabilities. These efforts are focused in the areas of independent living and workforce preparation skills. Additionally, the Office of the Governor designated the Department of Rehabilitation (DOR) to serve as the lead state agency in California's efforts to implement the Americans with Disabilities Act in state government. The Disability Access Services (DAS) was established in 1992 to promote disability rights In state government and DOR partnerships in the community. DOR leaders are active members of the OC Leadership Council and contributors to the development of the OC Regional Plan. DOR partners in the OC Region and DAS champions provide training and technical assistance in accessibility of programs, services, and activities to help prevent accessibility issues. Declaration: As set forth in the regulations (29 CFR Part 38) implementing Section 188 of WIOA, there is an obligation to assure fair and equitable access to all services, programs and facilities for members of both sexes, various racial and ethnic groups, individuals in differing age groups, and individuals with disabilities. Any entity that receives financial assistance under Title I of WIOA is a recipient obligated to ensure nondiscrimination and equal opportunity. The OC Region Is committed to ensuring that the programs, services, and facilities are accessible to all, including individuals with disabilities. Regional GoallObjective: Improve the access and quality of service delivery, including for individuals with disabilities Strategy: Key partnerships with the Department of Rehabilitation, and guidance from DOR pertaining to disability access services for all OC Region programs/services covered by the OC Regional Plan, State Pian Alignment: Coordination of services to meet client needs, opportunities for all customers to access services. Page 27 19D-42 I Plan Orange County Social Services Agency (SSA) continues to have discussions with regional partners to provide integrated services that help TANF/CalWORKS recipients achieve self-sufficiency. Currently TANF/CalWORKs recipients are referred to AJCCs and local boards for vocational training or work experience/subsidized employment programs, Programs to remove barriers to employment such as behavioral health, homeless assistance, and domestic abuse intervention services are also provided to assist participants. Barriers to employment are evaluated and participants are offered supportive services such as child care, transportation and ancillary services as appropriate. TANF/CaIWORKS SSA leaders are active members of the OC Leadership Council and contributors to the development of the OC Regional Plan. Declaration: SSA has established partnerships with local boards, regional community colleges, adult education providers, and Regional Occupational Centers to integrate services for TANF/CaIWORKS clients. Regional Goal/Objective: System alignment and accountablllty committed to the overall goals of helping people get good jobs and sustain/keep good jobs. Strategy: Some of the objectives under development include regional partners working together on strategic co -locations, devising clear career pathways, establishing a Cross Referral Network, and collectively participating in community events such as career resource fairs. There is also a need to develop clear career pathways and tracking mechanisms to follow participants after the completion of TANF/CaIWORKS programs. State Plan Alignment: Aligning and coordinating service delivery and resources to enable upward mobility of clients. Regional program partners will collaborate to provide supportive services to individuals enrolled in regional sector pathways programs, including individuals from populations with barriers to employment, and to share information about their available supportive services so as to avoid duplication of effort as agreed upon in the Memorandum of Understanding between the Local Boards and Partner Agencies. Leveraging and braiding partner support services resources will ensure that individuals receive the support needed in order to facilitate program completion. It is proposed that the American Job Centers of California (AJCC), AEBG consortia, and partners would work to collaboratively support these students in numerous ways to assist them in reaching their workforce goals by leveraging and braiding resources. SSAITANF programs also continue to work with regional partners to increase communication and effectively leverage available resources to address supportive services needs. These include child care, transportation, and ancillary services. The TANF/CalWGRKS program has established a process to refer participants to local boards and the DOR for career and training services in order to receive the skills and credentials needed to obtain jobs with family -sustaining wages. SSA will make necessary updates to policies to adapt to State directives as they become available in order to count satisfactory participation in approved career pathways towards work participation requirements. Declaration: Participants may face obstacles and barriers to employment that can be addressed by system partners by leveraging and braiding available support services resources. Reg! onat Goal/Objective: Improving access and quality of support services available to participants through strategic alignment of partner resources. Strategy: Coordinated assessment processes, communication between system partners, and coordinated provision of ancillary support services to facilitate program completion by those enrolled in training and education programs/courses, State Plan Alignment: Regional partnerships to coordinate and braid resources at the local level to meet client needs. The local boards coordinate with CBOs on several regional workforce programs focused on serving individuals with barriers to employment. The Orange County Development Board collaborates with Goodwill of Orange County to serve ex -offenders and pre-release probationers to prepare them for re-entry into the workforce and the United Way on development of sector Page 2$ 19D-43 Pion strategies and business engagement. The Orange County's AEBG consortia also work with CBOs to help provide services to and ,integrating individuals with barriers to employment Into region sector pathways. Coordination with community based organizations include, but are not limited to: OC Read to promote awareness of regional education and training opportunities and recruit students ready to move from one-on-one reading and literacy tutoring into more advanced ESL and Basic Skills classes; Youth Employment Service (Y.E.S.) piloted Employment Skills Training class, a Personal Finance and Money Management class, and mock interviews for Foster Youth and EOPS community college students; partnership with the OCDB and Garden Grove One -Stop Center's Older Adult Work Experience program to pilot a School of Continuing Education (SCE) computer course specifically for older adults trying to enter or re-enter the workforce; Project SEARCH internship program at CHOC Children's hospital (adults with Autism Spectrum Disorder (ASD) and/or other intellectual disabilities (IL) are participating in a one-year internship program which is geared toward employment in a full-time hospital setting); Project SEARCH community-based partners include CHOC Children's Hospital, Regional Center of Orange County, Integrated Resources Institute, The Gillman Foundation -Family Autism Network, and UC Irvine. Declaration: Community based organizations serve as champions of the region that can implement and leverage all the resources that are regionally organized In order to be most responsive to targeted populations. Reg to n a I G o a 110 bj e ctive: Strategic regional alignment and coordinated local service delivery, responsive to CBOs Strategy: Coordination of programs/services with CBOs who serve targeted special populations, Integrating service delivery, braiding resources, and integration of services at the local levels to meet client needs. State Plan Alignment: Strategic regional alignment that brings about system change through alignment, coordination, and integration of programs, services and partners. State law and the State Plan both make clear that sector initiatives and career pathways programs should focus efforts on moving people into jobs that provide economic security. The State Board acknowledges that some individuals being served by the workforce system will require multiple interventions over an extended period of time to help move them into a job that provides economic security. However, the expectation is that a focus on quality jobs should not serve as a deterrent to the provision of services to those with barriers to employment. The OC Region will work with partners to identify support services provided by partners that help engage and retain individuals in relevant programs. Local Boards will support all staff working in AJCC to learn the various services provided so that they can make appropriate referrals for individuals. To the extent allowed under WIOA, the local boards will coordinate support services and develop earn -while -you -learn opportunities and incentives that help retain individuals and progress them along a career path leading to livable wage jobs. Declaration: Programs and support services must enable clients to engage in progressive skills development through education and training programs, using multiple entry and exit points, so that each level of skills development corresponds with labor market gains for those being trained or educated. Pathways must be Flexibly designed and include, where necessary, remedial programming, and English as a Second Language training, so as to allow those with basic skills deficiencies the ability to participate. Regional Goal/Objective: Improve access and quality of program and services; leverage and braid partner services, programs, and resources to activate a regional infrastructure that will engage and retain participants through career pathways. Strategy: Identify and develop training and education best practices that combine earn and learn applied learning opportunities with material compensation while facilitating basic skills and technical skills. State Plan Alignment: To build a system through alignment and coordination of partners that is responsive to those most in need, to improve access and quality of services/programs and create viable connections to regional sector career pathways. Page 29 19 D-44 County Regional Pian 2F. JOB QUALITY CONSIDERATIONS: State law directs the State Board to develop strategies that help people enter and retain employment and emphasizes the development of policies that lead to "placement in a job providing economic security or job placement in an entry-level job that has a well -articulated career pathway or career ladder to a job providing economic security" (CUIC Section 12013), State law defines these jobs as those that provide, "a wage sufficient to support a family adequately, and, over time, to save for emergency expenses and adequate retirement income, based on factors such as household size, the cost of living In the worker's community, and other factors that may vary by region,' The tables below presents occupations directly related to the regional sector pathway programs that are included in the regional plan. Each occupation is segmented into the priority high value industry sectors that are emphasized in the plan. MANUFACTURING Projections provided by the California Employment Development Department indicate that the manufacturing segment will grow in Orange County, but only by about 0.74% over a ten-year period. The average projected earnings for middle skill manufacturing occupations in this sector are $16.71 per hour, or about $34,000 annually. The table below shows the top 10 manufacturing middle skill occupations based on projected employment in 2022. Magufacturing OccupationalTitle Projected , Employment ; 2622 :Median Hourly :Mediarc; ,Annuali; Entry'Level Education Team Assemblers 12,300 $12,43 $25,858 High school diploma or equivalent Inspectors, Testers, Sorters, Samplers, and Weighers 7,290 $17.73 $36,867 High school diploma or equivalent Machinists 6,880 $18.12 $37,690 High school diploma or equivalent First -Line Supervisors of Production and Operating Workers 6,640 $25.79 $53,638 Postsecondary non -degree award Electrical and Electronic Equipment Assemblers 4,640 $11,05 $22,982 High school diploma or equivalent Assemblers and Fabricators, All Other 3,630 $13.52 $28,105 High school diploma or equivalent Computer -Controlled Machine Tool Operators, Metal and Plastic 2,050 $17.50 $36,399 High school diploma or equivalent Welders, Cutters, Solderers, and Brazers 1,990 $18.46 $38,401 High school diploma or equivalent Molding, Coremaking, and Casting Machine Setters, Operators, and Tenders, Metal and Plastic 1,860 $11.73 $24,405 High school diploma or equivalent Cutting, Punching, and Press Machine Setters, Operators, and Tenders, Metal and Plastic 1,780 $14.97 $31,134 High school diploma or equivalent INFORMATION TECHNOLOGY Employment in the Information Technology sector is most concentrated in the Los Angeles and Orange County regions. Sales revenue for Information Technology firms are actually higher in this region ($73 billion) than in Silicon Valley ($22 billion). Projected earnings and the Information Technology sector is quite high at $110,000 per worker. Even when isolating for middle skill occupations in this sector, the projected earnings are far above median earners at $63,000 per worker. The table below shows middle skill information technology occupations with 2022 projections. Page 30 19D-45 I Pian Information Technology. Occupational Title -. .-• Projected Employment 2022 Median Hourly Median Annual Entry Level Education Computer User Support Specialists 7,920 $26.93 $56,009 Some college, no degree Telecommunications Equipment Installers and Repairers, Except Line Installers 2,870 _131.52 $65,566 Postsecondary non•degree award Web Develo ers 2,840 $30.02 $62,443 Associates Degree Com uter Network Su ort S eclalists 1,970 $33.19 $69,039 Associates Degree Telecommunications Line Installers and Repairers 1 770 1 $31.73 1 $66,004 1 High school diploma ore uivalent HEALTHCARE The Healthcare sector represents a large share of the overall employment picture in the OC Region, with over 220,000 occupational opportunities in the middle skill segment by 2022. Projected Average earnings for middle skill healthcare occupations are relatively high at $54,000. The table below shows middle skill healthcare occupations with 2022 projections. Healthcare. Occupational TitleProjected „Employment 2022 ' Median .Hourly 'Median Annual Entry Level Education Registered Nurses 21,300 $41.54 $86,400 Associates Degree Nursing Assistants 10,610 $13.30 $27,660 Postsecondary non -degree Medical Assistants 9,010 $16,56 $34,442 Postsecondary non -degree Licensed Practical and Licensed Vocational Nurses 7,430 $23.68 $49,260 Postsecondary non -degree Dental Assistants 5,750 $16.55 $34,421 Postsecondary non -degree Home Health Aides 5,130 $9.89 $20,556 Less than high school Pharmacy Technicians 3,870 $18.10 $37,646 High school diploma or e uivalant Dental Hygienists 2,760 $48.84 $101,566 Associates Degree Medical and Clinical Laboratory Technicians 2,150 $17.99 $37,413 Associates Degree Emergency Medical Technicians and Paramedics 1,740 $14.58 $30,321 Postsecondary non -degree HOSPITALITY AND TOURISM The Hospitality and Tourism sector provides the most number of middle skill and low skill job opportunities in Orange County. There are a projected 346,000 jobs that will be available by 2022. However, this sector offers the lowest projected earnings, at an average annual wage of only $26,000. The table below shows some of the middle skill occupations with 2022 projections. Hospitality aril Tourism• occupational Title Projected Median - Median Entry Level Education Employment Hourly . - Annual 2022 Waiters and Waitresses 34,600 $9.12 $18,964 Less than high school Combined Food Preparation and Serving Workers, 33,520 $9.11 $18,934 Less than high school Including Fast Food Cooks, Restaurant 17,690 $10.82 $22,501 Less than high school Cooks, Fast Food 14,180 $9.17 $19,075 Less than high school First -Line Supervisors of Food Preparation and Serving 11,160 $15.87 $33,021 High school diploma or Workers a uivalent Food Preparation Workers 9,970 $9,79 $20,365 1 Less than high school Page 31 19D-46 Plan e o a, a `i+n; Data presented represents projected earnings of those employed in occupations directly related to the priority high-value industry sectors and subsequent development of related regional sector pathways. Re0on:al CoaUO bieetive; Targeted and meaningful business/industry engagement that identifies industry needs to be incorporated in the development of regional sector pathways and industry relevanUdemand-driven programs Straeegy; Identify good paying jobs and focus regional sector pathway development around occupations with projected growth and abundant opportunities. Sta+.e Nan AHgnrnent: Foster demand -driven skills attainment responsiveto key high-value industries. The table below shows a comparison of the foregoing wage level in each industry segment that has been identified in the regional sector pathway programs to median wages in the Orange County RPU. The Information Technology and Healthcare sectors show the largest positive differential, while the Manufacturing sector is on par with median wages. However, the Hospitality and Tourism sector falls considerably short of median wages. Industry Sector: *Average Middle Skill Ineome ParceHf Dlfferentialifrpm Median Wage j Manufacturing $34,753.00 1.0% Information Technology $63,812.20 85.4% Healthcare $54,319.17 57.8% Hospitality and Tourism $26,429.76 -23.2% Declaration: Comparison of foregoing wage levels to the median wage in the OC Region RPU shows the IT and Healthcare sectors as industries with the highest differential from median wages. Regional Go aI[Objactive: Targeted and meaningful businesslindustry engagement that identifies industry needs to be incorporated in the development of regional sector pathways and industry relevant/demand-driven programs Strategy: Identify good paying jobs and focus regional sector pathway development around occupations with projected growth and abundant opportunities. State Plan Alignment: Fosterdemand-driven skills attainment responsive to key high-value Industries. The State Board recognizes that not all jobs are good jobs and that education and training alone will not solve the problem of poverty. There is a hidden cost to low wage work that is ultimately borne by communities, particularly communities of color and immigrant populations. The State Board is committed to developing a workforce system that enables economic growth and shared prosperity on the basis of innovation, quality, and skills attainment rather than low wages, contingent employment, and low or no benefits. As such, the OC Regional Plan partners and providers guided by the state plan make it a priority to work with businesses who offer jobs with good wages and benefits. These employers support ongoing skills training and encourage employee advancement. They provide good working conditions (including paid sick days, paid family leave, and paid medical or short-term disability leave), and adequate hours with predictable schedules that enable employees to meet their family caregiving commitments. Declaration: The three local boards will conduct ongoing research and analysis on critical drivers of Orange County's key Industry sectors. This enables the identification of workforce opportunities in high growth, high wage occupations that are aligned with the OC Regional Plan's overall goals. Key businesses In industry sectors have already been identified and engaged, with the majority participating in workforce or workforce -related programs and activities. R e g 1 o n a I G o a 110 bj e cti ve: Targeted and meaningful businesslindustry engagement to Impact high-value sector stability and growth. Offer in -demand training/education to create pathways to higher wage occupations that will influence workers' abilities to work and reside in the OC Region. Page 32 1901-47 Regional Plan W rra y: Maintaining consistent and valued relationships with key businesses provides greater visibility into their resource needs, resulting in better identification .of short-term and long-term employment plans. Local boards will utilize feedback to create strategies with partners and other stakeholders that address these needs. In addition, areas of Orange County that exhibit high concentrations of unemployment and low income, known as"Red Zones,' are targeted for workforce development programs because of the prevalence of historically disadvantaged individuals with barriers to employment. Businesses in key industry sectors that are located within Red Zones are given the highest priority because they help address multiple objectives in this Regional Plan. Stete P;an A I n rr:eni: Foster demand -driven skills attainment in high-value, high-growth sectors with prioritization given to industries and employers who offer good jobs with good wages and benefits. The local areas will work to build a comprehensive system that responds to the needs of the businesses in the region to ensure opportunities for progression along career pathways. Companies within sectors will be targeted, assessed and provided skills upgrade training to enhance the capabilities of the workers to enable companies to remain and/or become competitive. Layoff aversion projects will be emphasized and we will work as a system to become more robust in being proactive rather than reactive. Tools and metrics will be developed to ensure Flexibility, easier access and true business responsiveness, this is not a one size fits all menu of services. The local boards will identify the need to reserve up to 20% of Adult and Dislocated Worker funding to meet the business need and will work with the employers to back fill any positions that are created when the skill upgrade training is completed. An avenue to be explored will be to work with the Community Colleges to leverage services and set up a system that works for all partners. Declaration: Incumbent worker training services for businesses are provided directly by the local area One -Stop and Business Services providers. Services are delivered in cooperation or partnership with other stakeholders, including community colleges and other training partners; the OCBC; the regional Small Business Administration (SBA) office; the local Small Business Development Center; and industry -specific providers. Regional Goal/Objective: Emphasis on high-value sectors and strategies through targeted and meaningful business/industry engagement. Strategy: Identify and establish high-value sector associations in the OC Region, identify and target resources to support industry identified education and training programs that will support and increase access to high-value career pathways. State Plan Alignment; Support and foster demand driven skills attainment through collaboration and active engagement of business, industry, workforce, and education/training partners. 2G. REGIONAL ASSESSMENT: The State Plan requires regional partners to determine the extent to which persons receiving training and education services aligned with regional Industry needs in each RPU are actually obtaining employment in occupations and sectors directly related to their programs of study. Developing this capacity will require creativity and the development of an operational plan for collecting relevant information. CUPRENT DATA TRACKING Currently, the local boards use CaIJOBS to pull training-relatea employment aam. Ino CaIJOBS state data tracking system, however, does not allow for the manual selection of data specific to training -related employment. The system does not take into consideration several factors that are relevant to tracking training -related employment data. The local boards have created a process to ensure 0*Net job codes are cross walked with all courses/jobs entered by the ITA Providers in the ETPL. This coding allows the data to capture some training -related activities and employment, however is dependent on manual staff diligence to add the correct codes. This process relies on training for both the ITA Providers and One Stop Center System Career Planners. The OC Region education and training providers face the Page 33 19 D-48 Plan same challenges in capturing this data. The education/training providers currently also use CalJobs in combination with Career Caf6 but face missing data points similar as the local boards do. PLANS POP COLLASOIZATiVE DATA TRACKING To work towards a more efficient and accurate method of capturing data, the regional partners in the Orange County RPU will work together to track training related employment for individuals entering the labor market through a combination of mechanisms. The local boards are looking to enhance data query capabilities by using a procured vendor with a web -based application service to drill down data and allow for analytics that are customizable to track any training related services and subsequent employment of participants. Regional education and training partners have also discussed seeking a vendor with a data management system that will not only collect key data points but also lend the ability to analyze and track specific data elements, one example being training related employment. Ideally all regional partners working to capture similar data will Implement systems that allow for analytics to be transportable and shared with other partners/systems. Declaration: Current data tracking/reporting systems for workforce and education/training partners do not have the capability to accurately and efficiently track and/or share training -related employment data for the region. Regional Goal/Objective: Strategic regional coordination with partners to track and/or share data to support system alignment and sustainable infrastructure. Strategy: Compare, Identify, and implement data tracking systems to support system alignment, accountability with shared data and common participant tracking mechanisms. State Plan Alignment: Creating cross -system data capacity using diagnostic labor market data to assess where to Invest, and also, the use of performance data to assess the value of those investments. 2H. FEDERAL RPU REQUIREMENTS: MOA Section 106(c) "Regional Coordination" identifies eight RPU requirements, referred to as the A -H requirements that must be addressed/included in the Regional Plan. The OC Regional Plan has met and exceeded these requirements as addressed in the Identified narrative sections of the OC Regional Plan. All federal RPU requirements (A -H) have been met using responses/content in the regional plan that also concurrently meet the state plan requirements. Regional Planning Governor Regional MOU or Cooperative Service '. Onrcomon4e Analysis Regional Economic and 19D-49 Goals Page 34 Plan 21. REGIONAL MOU OR COOPERATIVE SERVICE AGREEMENTS: Cooperative Service Agreement between Regional Planning Unit partners. COOPERATIVE SERVICE AGREEMENT A cooperative service agreement has been established between the three local boards to solidify the commitment to the overall workforce and economic development of the OC Region through system alignment, integration of service delivery, and leveragelbraiding of funding, included in the appendix. 2J. COMMUNITY COLLEGE AND AEBG RELATED ATTACHMENTS: Including Strong Workforce Program Regional Plan, as required as part of Assembly Bili (AS) 1662. The Strong Workforce Regional Plan was in concurrent development as the OC Regional Plan and as such also included the input from our local boards and representatives from the four Orange County AEBG consortia as part of the community college regional planning process. As a result, many of the ideas and strategies mentioned In these reports have been seamlessly integrated and incorporated into goals for the OC Region. COMMUNITY COLLEGE — STRONG WORKFORCE PROGRAM REGIONAL PLAN The Orange County Community College Strong Workforce Program Regional Plan as required, as part of Assembly Bill (AB) 1602 (Assembly Budget Committee, Chapter 24, Statues of 2016) is included in the appendix. ADULT EDUCATION BLOCK GRANT (AEBG) — REGIONAL COMPREHENSIVE PLAN All of the AEBG consortia Regional Comprehensive Plans (RCPs), Annual Reports, and Performance Measure reports can be found on the state AEBG website: www. hftp:llaebg.cocco.odulconsortia and are included in the appendix. -----END OC REGION RPU REGIONAL PLAN NARRATIVE ----- ATTACHMENTS CAN BE FOUND IN THE FOLLOWING SECTIONS Page 35 19D-50 Orange County Regional Plan PLAN ADMINISTRATION DESIGNEE AND SIGNATURES ORANGE COUNTY REGIONAL PLANNING UNIT This regional plan represents the Orange County Regional Planning Unit efforts to maximize and coordinate resources available under Title I of the Workforce Innovation and Opportunity Act, This regional plan, inclusive of a unified local plan, is submitted for the period of July 1, 2017 through June 30, 2020 in accordance with the provisions of the WIOA, Local Board Chairs Local Chief ElacteAklicLaig Orange County Development Board County of Orange Board of Supervisors Slanature Bob Bunyan am Chair, Oran a Coun_Daveiopment Board Tlfie Anaheim Workforce Development Board Si na ure Joseph Paquette, Name Chair, Orange County Development Board Title Santa Ana Workforce Development Board 5ianature Lee MoMurtray Name Chair, Sans Ana Workforna Development Board Title 19u -5i Signature Michelle Steele Name Chair, Orange County Board of Supervisors Title Date City of Anaheim Council Signature ature �— Torn Tait Name Mayor, City of An Title Date City of Santa Ana Council Signature Miguel Pulido Name Mayor, City of Santa Ana Title I Plan DECLARAT 0H The State of California identifies Orange County as a Regional Planning Unit RPU). The regions leadership includes the Orange County Development Board, City of Anahaim, and City of Santa Ana. The Grange County Development Board acts as the lead far the regdan and works with the City of Anaheim and City of Santa Ana to strategically identify regional goals and align public systems to meet and exceed those goals. p'LIP.POSE The purpose of tbis Cooperative Agreement is to confirm commitment, collaboration, and alignment to support the Orange County Regional Plan's strategies and actions to: Grow and strengthen the Orange County Region's workforce and economy X- Provide on-going strategic leadership and leveraged resources to support sustainable regional development Make specific contributions to implementation as appropriate ` Foster demand -driven skills attainment % Enable upward rnobilityfor all Californians �^ Align, coordinate, and integrate programs and services PR00S[014 S Coordination and Collaboration- In order to avoid duplication, enhance collaboration, expand impact, and develop synergies, the partners are expected to work cooperatively to align, coordinate, integrate, and implement programs and services. As this is a non -financially binding agreement focused on the caordinafien and collaboration of partners, this agreement shall be in effect in perpetuity unless revoked or amended in writing. Fiscal commitments, as applicable, will be processed through a variety of mechanisms that may include: formal contracts and sub -grant agreements. SPECIFIC OBJECTIVES The partners shall, in good faith, support: 'l. S'cRVMG C415TflME..^5 • Development and support of programs and activities • Commitment to partner and community identified responsive to demand -driven needs priority populations and industries • Priorifzation of high value sectors • Coordination and alignment of One -Stop services • Support of economic and business development 2. DER.VINGOARTNERS.. • Maximize collaboration with partners Alignment with partner goals and plans, such as: the • Braid and leverage rasources Strong Workforce Pian 3. SERVING ThE REGION • Alignment of efforts of key workforce and economic • Prioritization and implementation of CC Regional Plan development initiatives, programs, and activities and OC Local Plan strategies and activities • Coordination of partnerships through the OC Region • Commitment to the spirit and intent of WIOA Leadartmip Council Q. BERVING TAX PAYERS • Maximizing public dollars and leverage resources Dedicated staff resources aammitted to efficient and • Commitment to accountability and performance effective coordination for implementation activities measures By signing below, each local board agrees to and confirms commitment to the Orange County Regional Plan and corresponding unified Local Plan and efforts therein to the pursuitof fully leveraged and efficient publicly funded support for yob seekers, training, skills development, residents, and businesses to grow and strengthen the Orange County Region's workforce and economy. 131M7 1!31!17 1131117 Andrew Munoz Luz Flores Deborah Sanchez Executive Director Interim Executive Director Executive Director Orange County Development Board Anaheim Workforce Development Board Santa Etna Workforce Development Board Page 37 19D-52 Orange County Regional Plan Adult Education Block Grant consortia Regional Comprehensive Plans (RCPs), Annual Reports, and Performance Measure reports can be found on the state AEBG website: v n w.Yittn'llaebg cccceed const fie Annual Conditions of Children In Orange County Provides a comprehensive picture of the present condition of children in Orange County and establishes a baseline from which to measure future progress and track changing conditions (L), htto_, liochealthinfo.c_om(civicaxlniehanitlbicibdlead,as x?31abiD=58655 California EDD Provides statistical data and reports on California's labor force, industries, occupations, employment projections, wages and other Important labor market and economic data (CA). tittp:11w+^rw.laborrriarltetinfo.edLoa,00v/ California Occupational Guides Provides summary and detailed descriptions of occupations or groups of related occupations with local and statewide wage and trend information (CA & L). www.labormarkc-tinfo.edd.c.a,,gov_/orcaLridLs California State University, Fullerton Economic Outlook and Forecasts: The Nation, Southern California and Orange County Issues economic forecasts, provides policy advice on economic and environmental issues, and conducts regional economic analysis (L, CA, N) hftp.,/Ibusiriess.fulic- ton.edu/Center/r.conornicAnal�is.Anforecasting/tDefauit CEB Talent Neuron (formally Wanted Analytics) Provides you the most comprehensive source of global talent demand and supply data, predictive analytics and Insights into real-time job market, location, and competitive intelligence (L, CA, & N) haps://wwvi,cebalobal.com/talent-ma. naoerionUtalerit-nouran,html/ Closing Orange County's Skills Gap: Preparing to Meet Demand for Middle -Skill Occupations This report identifies relevant Orange County industry clusters that are projected to generate significant numbers of job openings and robust career pathways in middle -skill occupations (L). httpalwww.ocbanra-content/udf Doing What Matters Is an initiative focused on community colleges to become essential catalysts in California's economic recovery and jobs creation at the local, regional and state levels and to supply in -demand skills for employers, create relevant career pathways and stackable credentials, promote student success and get Californians into open jobs (L & CA). http:l/deingw_hatmattersvcccco_edu! OC Community Indicators Measures the health and wellbeing of people, place and economy in Orange County — showcases innovative practices that contribute to a vital, thriving county (L), htto:llwww.ocbc.oralw aonLnt/u�ads/QCCIR 2016 Web of OC Pathways Connects educators and industry leaders to equip students for college and career success by developing pathways in high -need, high -wage, and high -skill STEM (science, technology, engineering and math) sectors vital to the regional economy, htt ://g www,oc athways.coml Occupation Profile Data includes wages, outlook, job openings by ZIP code, 15 top industries, skills, tasks, training sources, and comparison with another occupation (CA & L). www.Libormarketini'o.edd.ca.govlcgildatabi %rJn 15 occEgorerQSSel,ectiur.asp?m nuChoice=accExpigrer Page 38 19D-53 Plan Occupational Outlook Handbook Helps find career information on duties, education and training, pay, and outlook for hundreds of occupations (N). LRE:,Lv_vww.bls gvlo?hl Orange County Economic Development Strategy (CEDS) Identifies cities, neighborhoods, and census tracts in Orange County which are struggling economically, failing to provide their populations with access to gainful employment opportunities, and highlighting key opportunities for community re -investment (L). httLig_cmqb.or1LCL1s Orange County Workforce Indicators Report Provides current, past and projected trends across multiple, diverse metrics including demographics, industry clusters, education and workforce trends, and workforce housing (L). htt":llocuov.comici✓is_x/fiieb�nUblob!cad_as:?5ie,bl ?-5d655 The State of The American Veteran: The Orange County Veterans Is a comprehensive study assessing the opportunities and challenges in serving the region's military community. United States Census Bureau Serves as the leading source of quality data such as five-year measure of American business and the economy, and America's changing population, housing and workforce (L, CA, & N). htt salwww.census gov/ U.S. Bureau of Labor Statistics Is a website designed to provide labor market information such as Inflation & Prices, Employment, Unemployment, Pay & Benefits, Spending & Time Use, Productivity, Workplace Injuries, International, and Regional Resources (CA, & N). hvtp:!(www.bls.gpv U.S. Department of Labor Is a website focus on highlighting national labor topics such as Misclassification of Employees, Retirement Plans, Equal Pay, Leave Benefits, Work Hours, Executive, Order 13658: Minimum Wage for Contractors, Minimum Wage, Wages, Workers' Compensation, Unemployment Insurance, and Labor Regulations (CA, & N). httL,;,./1w1wdo[.gov/ Wisconsin Regional Industry Skills Education (RISE) Career Pathways Model Is career pathways initiative that includes new occupational certificates and diplomas embedded in Associate's degree programs (N).:llu�nw.claa.or /resources- ublicatiansloublication-1li3evncl-Basic-Skills-March2. df 1A Page 39 19D-54 Plan ABE: Adult Basic Education NOCRC: North Orange County Regional Consortium for Adult Education AEBG: Adult Education Block Grant OC Network: Orange County Regional Economic Workforce Development Network ADCC: American Job Center of California OC Region: Orange County Region ASD: Autism Spectrum Disorder OC Regional Plan: Orange County Regional Plan ASE: Adult Secondary Education OC: Orange County AWD: Adult With Disability OCBC: Orange County Business Council AWDB: Anaheim Workforce Development Board OCCPP: Orange County Career Pathways Partnership CAEC: Coast Adult Education Consortium OCDB: Orange County Development Board CaIWORKs: California Work Opportunity and Responsibility to Kids OJT: On -the -Job Training CROs: Community Based Organizations RICO: Regional Industry Clusters of Opportunity CCCCO: California Community College Chancellor's Office ROPS: Regional Occupational Programs CDE: California Department of Education RPU: Regional Planning Unit CEDS: Comprehensive Economic Develo ment Strategy RSAEC: Rancho Santiago Adult Education Consortium CSUF: California State University, Fullerton RTC: Regional Training Coordinator CTE: Career Technical Education SAWDB: Santa Ana Workforce Development Board CWA: California Workforce Association SCE: School of Continuing Education CWDB: California Workforce Development Board SOCRC: South Orange County Regional Consortium DAS: Disability Access Services SQL: Structure Query Language DOR: Department of Rehabilitation SQL: Structure Query Language DSPS: Disabled Student Programs SSA: Social Services Agency DSS: Disability Support Services SSSP: Student Success and Support Program EDD: Employment Development Department STEM: Science, Technology, Engineering and Math ESL: English as a Second Language TAA: Technical Adjustment Assistance GCP: Gross County Product TANF: Temporary Assistance for Needy Families GCP: Gross County Product The OC Network: Workforce Development Network Page 40 19D-55 Pion IL: Intellectual Disabilities UCCI: University of California Curriculum Inte ration ITA: Individual Training Accounts UCI: University of California, Irvine IWT: Incumbent Worker Training VEAP: Veterans Employment Related Assistance Pro ram K-12: Kinder to 12th Grade Education WIA: Workforce Investment Act System LEAP: Linking to Employment Activities WIOA: Workforce Innovation and Opportunity Act Pre -Release LMID: Labor Market Information Division WSD: Workforce Services Directive LWDB: Local Workforce Development Y.E.S: Youth Employment Services Board Page 41 19D-56 RM AM 10, 44 i3*1tFs ' o BtL s JBMW 1; e,. e f A lie spot LOCAL PLANNING PROCESS OVERVIEW -.00 LOCAL PLAN- LOCAL PLANS: The local plans are informed by the overarching regional plan. The OC Regional Plan informs and guides how services are delivered at a local level, as described here in the Orange County Local Plan (OC Local Plan), in a way that feeds into the architecture created by the regional plan. WIOA section 106 notes that local plans are considered as part of the regional plan and are therefore to be included and submitted with the designated Regional Planning Unit (RPU) to the state for approval. It should be noted that some local plan content requirements may be addressed in the comprehensive OC Regional Plan whenever there Is a shared regional responsibility and as such, narrative in response may simply indicate and reference the way local services and operations are integrated into broader RPU regional efforts in these areas, as developed in consultation with required planning partners. The State Board is availing itself of the flexibility to reduce duplication of effort and reduce the workload of local boards wherever federal and state regional plan requirements substantially overlap WIOA local plan requirements. Accordingly the State Board has determined that the local boards and partners should develop a common background analysis of the regional labor market, economic conditions, and analysis of the regional workforce to be placed in the overarching regional plan. This information for the Orange County Regional Planning Unit can be found in the regional plan sections 2A and 2B. In partnership, the three local boards in the Orange County Region (OC Region): Orange County Development Board (OCDB), Anaheim Workforce Development Board (AWDB), and Santa Ana Workforce Development Board (SAWDB) have collaborated to develop one OC Local Plan for the OC Region. REQUIRED PLAN ELEMENTS: The OC Local Plan has met and exceeded the requirements set forth in the Workforce Innovation and Opportunity Act (WIOA) federal legislation, the State of California's Unified Strategic Workforce Development Plan- "Skills Attainment for Upward Mobility; Aligned Services for Shared Prosperity" (2016-2020), and the California Employment Development Department Workforce Services Directive on Regional and Local Planning Guidance (WS016-07). WIOA Section 108 requires the local boards and chief elected officials in each planning Regional Planning Unit (RPU) to engage in local planning that supports the strategy described in the State Pian and RPU OC Regional Plan. Some local plan content requirements may be addressed in the comprehensive OC Regional Plan whenever there is a shared regional responsibility and as such, narrative In the OC Local Plan response may simply Indicate and reference the way local services and operations are integrated into broader RPU regional efforts in these areas, as developed In consultation with required planning partners. A summary of portions of the local plan that are being addressed and/or referenced in the narrative content of the regional plan are identified in section 31-111 accordingly. It should be noted that, based on State content requirements, there may be minimal repetition in the plan narrative in response to address said requirements. This fact does not in any way diminish the value of the information communicated in the plan. CC Local Plan 19D-58 4RY-ORANGE COUNTY LOCAL 11311-1 Orange County is the sixth largest county in the United States with a population of 3.1 million residents. Orange County has been identified by the state as a single economic sub -region and singular Regional Planning Unit (RPU). Within the Orange County RPU, there are three local boards: The Orange County Development Board (OCDB) administers a local workforce system for 2.4 million of the region's residents, serving 32 of the county's 34 cities and all of the unincorporated communities of the county. Additionally, OCDB has been selected by the County of Orange, Board of Supervisors as the designated coordinator of economic and workforce development for the County as a whole and as such, serves all 34 cities and unincorporated areas in this capacity. The Anaheim Workforce Development Board (AWDB) serves the City of Anaheim. The Santa Ana Workforce Development Board serves the City of Santa Ana. The Orange County Region (OC Region) and residents are all connected through interwoven labor markets, workforce activities, and services. To this end, in the true spirit of collaboration and system alignment, the three local boards have come together to submit one local plan that will implement the OC RPU's regional plan. The Orange County Local Plan (OC Local Plan) is driven by strategic initiatives in the regional plan with consideration of alignment with the strategic plans of key partners. The primary purpose of this local plan and partnerships therein, is to facilitate access to workforce services at the local level. While the regional plan focuses on constructing a regional training, education, and workforce architecture that aligns the regional labor markets, Individuals and businesses will access and experience this regional workforce architecture primarily through local service delivery efforts. VISION: The local strategic vision is to fuel collaborative partnerships, system alignment, policy development, funding oversight, and an integrated and innovative service delivery system that drives workforce and economic development to support and strengthen growth for the local and regional economy and economic self-sufficiency for individuals. GOALS: Based on analytical background information presented in the OC Regional Plan, the OC Local Plan's vision and corresponding goals are designed around articulating service delivery at the local level that aligns with the regional labor market needs and system architecture blueprint laid out in the regional plan. These local goals are in alignment with both the California State Plan and OC Regional Plan. These collaborative strategies for the OC Local Plan serve as an action plan to develop, align and integrate the region and local area's job -driven workforce development systems and provides the platform to achieve the local area's visions and strategic and operational goals with outcomes that will include, but not be limited to, the local workforce system's ability to: ✓ Improve service delivery ✓ Improve training and employment outcomes ✓ Better meet employer needs ✓ Coordinate regional service strategies for in -demand industry sectors or occupations ✓ Deliver customer focused services to individuals and businesses ✓ Meet and exceed local performance ✓ Unify collection and analysis of regional labor market data ✓ Coordinate costs and resources, such as: administrative, transportation, and support services ✓ Align economic and workforce development activities and resources ✓ Coordinate regional sector initiatives and develop regional sector pathways 1901-59 OC Local Plan �QRANGE COUNTY LOCAL PLAN Some local plan _content requirements may be addressed in the comprehensive OC Regional Plan whenever there Is a shared regional responsibility and as such, narrative in the OC Local Plan response may simply indicate and reference the way local services and operations are integrated Into broader RPU regional efforts in these areas, as developed in consultation with required planning partners. 3A. LOCAL AREA VISION, GOALS, AND STRATEGY 3Ai Orange County Local Plan Vision and Goals Please refer to OC Regional Plan Section 2B'for, relevant background regional analysis used to develop.vision and goals, VISION: Orange County's strategic local vision Is to fuel collaborative partnerships, system alignment, policy development, funding oversight, and an integrated and innovative service delivery system that drives workforce and economic development to support and strengthen growth for the local and regional economy and economic self-sufficiency for individuals. GOALS: Based on analytical background information presented in the OC Regional Plan, the OC Local Plan's vision and corresponding goals are designed around articulating service delivery at the local level that aligns with the regional labor market needs and system architecture blueprint laid out in the regional plan. The OC Local Plan goals are presented here, in alignment with both the California State Plan and OC Regional Plan. v""v xgng a,. 91 -�" nt'Ik- s vim.°'' "l i"u-4 rotlu - rrdl d rloaTAKilll ndr`i fry vp1u dxan lego n etl po;'t<,`sa o Qar` 4 9 ,ptul- , d30 .Fosterdemand dnven stalls attainment Ertabhng gpward mobility fgrall , `Allgmng coerdnahng antlintegratmg " - t Cahfornrans-including'pdprilattonawith ;prag[amsandserines - t�barners to ernplaymenl �elorfahahgn{nenMkaodmatranrrtd9nt egrah�6gn afwpgrce.od�`,ducattonp�ptf`grartt`stb eoon'arhl=erm'lte�tl'j,r .� �r�rsd rFas tc"axFjr2v sc�f€,,and,ga, nih fiII,fiYl-aaG��r���ra�rda.,s�f COLLABORATION ;'r INNOVATION ',SYSTEM CHANGE Targeted,Medningfil Susinesslindustry, ;- Improve acdass and quality g49eNice ,`'. IStrategiaregiohal alignment Engagement Dekvery, Foster demand dnven skills. Enable�tpward mobility fat all Bring about sysfepa change atfalnrnent�roug¢ apllaborahon 1. Cali�'otmens through,inttovaUon through alignment coordmahon and actin engagiener of organized around regional;Bator and integtatromof prog ams b6slnesses jn workfotoe and pathways increase; expand and' services .and partners system adUbat on planning, IaclUding mprove programs thatinorease alignmenk, service inleg shoo and f Identl log key fgdds ty sk(Is,Opp dtli mhos forall workers and , support`tpWarcfs a sustainabla needs determining skills gaps and lob seekers' for employment in vegiena� iofrasfruclUre that are m '- educati6n1 traiping needs to be , ' > fields with high wages andlor sync and`commi$ed to the overall Incorporated m.[egitnal sector careeradyancemen6opporfunities goal.of helping people;get good pattiwayeanddevelapmentof ncludi�gforthosewilfibaniers{o lobs &dslaiplk¢epggad'lobsand i 16 us relevant and demand , employment posdniely,1 ofng rggibnal driven pro gra msand lPath ways' - i epan4myfhrpughnsurst�lnabe ' ., ere lonal'Sector� zthwa`;`s. VEIM �o n` d s `Ce m i s ie4v ry n d Wgh Valu$Segtors Educahan and Training' " workforce Development f j,Mpact High Value Sepforslabdity and Prepare arredueated and skilled -1 Increase system efficiendles and 4 growttt v ' workfprce ;" `innovations SgPpgdsustaindbleQ ` alue Increa`senumberpfRed Zone �inirastructura-; Y IdenlifY]estabbsh High vsector; assooiatloninOC (acueedprotects �nhapce"sstoworkforce Idents nonbesforeachNi h Idenha rocess,usedte developmentservicesofferedbyall'. Value sector z g detarmne fhe ndustryavalued and panneis; .< Target specialresou{cestosupport' recognized postsecondary Establisficrdssrefer`ra6nelwork, advar'anufact'dn sec or oredanliafs among all partners 4 9 •,Assign specific enhly to Impact ,;' "Red Zone Prolact targeted '• Usage df cross referFal,eeiwork HlghUaluesectorprionhes akgnmentofallpartnorreseurces amongallpaitners ; e Increase the number of English s - • Align business engage rent Lea"rners connactetlTtd_the Adult _ • Increase qualitylquantit of Orant Ed catiog9ysfem' i, +Partnerships • Servidy's for youth and-lndividualsa�r(excaed performance - with bartfers to emplojsment adcoUntebtlity meaput8s baseQon, - WIDA erformahcaltadlbatons ` OC Local Plan 19D-60 3Aii. Collaborative Strategy Please refer to,OC Regional Plan for releGant background information and analyses referenced through'agt the regional plan usadfo develop these local strategies, particularly se,cti ri PAii dtthe regional plan that discusses the eoo„edinatfon orrpartnors. . DECLARATION: The primary purpose of the local workforce plans and partnerships is to facilitate access to workforce services at the local level. While the regional plan focuses on constructing a regional training, education, and workforce architecture that aligns the regional labor markets, individuals and businesses will access and experience this regional workforce architecture primarily through local service delivery efforts. STRATEGY: Taking into account background data and analyses information presented In the OC Regional Plan, the strategies to work with entities that carry out the core programs and other required partners to align resources available to the local area, to achieve the strategic vision of the OC Local Plan are outlined below, GOAL STRATEGY' High Value Sectors- Slingshot Initiative- regional project focused on manufacturing and apprenticeships Impact High Value Identify key competitive and emerging Industries Sector stability and • Align, coordinate, leverage, and braid resources to support the development of industry -specific growth partnerships in targeted high-value sectors FDevelop and enhance pre -apprenticeship and apprenticeship programs � High Value identified Education and Training curriculum development /improvement initiatives • Establish a Red Zone Task Farce with specific focus on English Learners access to Nigh Value career pathways � � Partnership with High Value companies focused on special populations • Coordination and integration of core program and mandated services, when appropriate • Engage partners in evaluation and development of more efficient business engagement practices • Use recommendation from business partners to develop and/or adapt services to meet the full spectrum of business and industry workforce needs Education and MaplCatalog of Red Zone Focused Projects Training- Prepare an Survey/Assessment of Red Zone Focused Project Priorities educated and skilled CareerlSkllls Development Stand Down for Red Zone Neighborhoods workforce Identify and articulate current and anticipated skill needs of employers • Integrate programs and braid funding streams along career pathways • Leverage and braid resources to provide supportive services Z Develop a Career Fair (CTE Based —Day long student focused triage) • Growing OC Workforce; Parent Conference with CTE &Financial Management Focus °z Upskilling regional sector pathways on -ramps ? Promote AJCC's as an access point for regional sector pathway programs • Assess the access points to improve customer focused service delivery • Promote career pathways with multiple entry and exit points • Create an accessible menu of customizable services available to customers on the basis of their needs, including Individuals with: disabilities, limited English proficiency, barriers to employment Expand the use of work -based learning models to create additional skills development and employment oodunities that align work -based learning strategies with career pathway strategies Workforce Increase strategic co -locations among all partners Development- Minimize or eliminate policy and administrative barriers to the alignment of multiple public Maximize efFlclencies programs and funding streams and Innovations in the Identify and access additional federal, state, pdvate, and philanthropic resources to invest in r; workforce system specific programs and support sector initiatives Standardize Satisfaction Survey- business • � Consolidate tracking of the number of partner grants received yearly N Promote cross -system data tracking � Increase partnerships- ratio of braided funds • Increase awareness, access, and usage to federal and state resources • Program alignment through integrated services, braided resources • Evaluate and develop cross system referral and data performance accountability based on WICA performance N 1901-61 indicators OC Local Plan These collaborative strategies for the OC Local Plan serve as an action plan to develop, align and integrate the region and local area's job -driven workforce development systems and provides the platform to achieve the local area's visions and strategic and operational goals with outcomes that will include, but not be limited to: ✓ Improve service delivery ✓ Improve training and employment outcomes ✓ Better meet employer needs ✓ Coordinate regional service strategies for in - demand industry sectors or occupations ✓ Deliver customer focused services to individuals and businesses ✓ Meet and exceed local performance ✓ Unify collection and analysis of regional labor market data ✓ Coordinate costs and resources, such as: administrative, transportation, and support services ✓ Align economic and workforce development activities and resources ✓ Coordinate regional sector initiatives and develop regional sector pathways 3B. LOCAL PROGRAM ALIGNMENT TO IMPLEMENT STATE PLAN POLICY STRATEGIES The OC Regional Plan provides a description of the workforce development system for the local areas. This description includes an analysis of strengths and weaknesses of workforce development activities as well as the capacity to address the education and skill needs of the local workforce, Including Individuals with barriers to employment and the employment needs of local employers. References throughout Section 2B in the regional plan describes the workforce system, in particular please refer to section 2Aii, 2Biii, and 2Ci of the regional plan. The regional description accurately captures the complexity and comprehensive nature of the local workforce system, programs in the system, and how the system supports service alignment. One weakness not addressed in the regional plan specific to the local workforce system is the lack of delineation of local board purview and administrative and fiscal accountability in provision of services to the county residents and businesses that overlap the three local board areas. Data insufficiently captures the number of residents and businesses from other local area boards receiving services from each local area. In the interest of regional alignment of services to all within the region, the lack of service area delineation is minor; however when it comes to funding of programs and services, infrastructure, and capacity building, the coordination of local areas often falls on the larger OCDB local board. The collaboration of the three local boards to craft this one local plan proposes several steps to evaluate solutions to this systemic weakness that will promote collaboration and alignment to build sustainable local and regional system infrastructure that is in sync and committed to helping the individuals and businesses in the entire county. Suggested activities include, but are not limited to: • Evaluation of local area resources for the three local boards: including funding, staff, programs/services, infrastructure • Improved data tracking and referral process for customers based on their need and not local area service capacity • Creating cross -system data capacity: using diagnostic labor market data to assess workforce investments Use of performance data diagnostic combined with labor market data to assess the value of workforce investments • Discussion around the fiscal and service delivery benefits of consolidation of the local areas including: Pooling of funding and administrative resources; and Collaborative policy development and alignment • Integration of service delivery: braiding resources and coordinating services at the local level to meet customer needs Building upon partnerships and policies that promote system growth and change • Streamlined business engagement and business services: reduce duplicative and Incongruent processes DECLARATION: The OC Local Plan will support the seven policies identified in the State Plan and work with other workforce development programs and partners to support service alignment and leverage of resources to implement the seven policy strategies as discussed through the OC Leadership Council, referenced in the OC Regional Plan, I9 OC Loal Plan 19D-62 STRATEGY: In the same manner in which the OC Region aligned local plan goals with both State and Regional goals in Local Plan Section 3AI; support, implementation, and partner collaboration, with respect to the alignment with the State Plan seven policy objectives are framed accordingly: Q 19D-63 00 Local Plan ProquceCa�,lf7dbomfill*d[tl,le tl@I�p�r'_een�0,`I7 - 4 �kd�,md�s�t�!�,ua}ugtlsa�rtl�gcggr�z9? 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Evaluate cunent tenets and types of Integrate Exlslmg proq�rems and create r; Education programs resppnslve to Tjtle II)adulf erjucation programs Sea@less tranaikonsJnto Title II Partners (Specifically AEBG ,naed'tor 4u11ding bask skillsalong !the within QC Region mgJutling edugalion (er postsecondary 2ducattan oFrlhe; `. =cafeeFpakhway > adults in correcGonal`fagitlties credd ;Korkforce addfEss reglohal m Consortia) noncredit, andehhanced bre�dit ad�rlt Saps 2 , pCagrms 2nd services leverage �,r ; e ,: ,,_. „ ,xa etlucatioricddmgwodt.,_, 4 ,�„ exislog re ionaistmdtures/rdstl4rceS,`', P oulde la6ormarketdats',and agalysas ' Impr6ye`quali apd east of cress of Sup�ortsostal able operefrons' 211din thatensuresthatprogramslservlces s2rvicesiimptbveconrdinallgnwlthall r`syste2opekandns,admin'lratipn,' Title III continue tq be responsAvp.toregional - partnersagtl _sfakelidtders Improve, resources and -business procesaes�, WagnerPeyser Jabormarkatneeds,sup'porteconomlc efftclEncyandexpandlhede$eopment wl�hstraleglcrio'r�esJneOotia{eclear+' prosperity n the reglonanij -s tem a :' of mtegrafed servicea with all r commitments'wdh stakeholders'$nd _- ,. « stakeholtlers_4 �,. sfcousnrt nodtiea ,+ t 'Impfovevvcahonalrehamilitallon -: Prolnoteeq�f2lacdesspfssculces N r onbn46ys1y.imOrovetheservice setvlce deliveryby proylding amployels mcrEase the quality and quantity of cell cry system and administrative Wlthinformatiogandresourcestoh4e - tionandsuppotted pperatwnstohetterservebonsumets Title IV Suallfi!'diddividualswlihdlsablhtles - aydcdjlbr�Irehablli !'-1 Department of esddwg opportunities to promotE cronsumers rncluding unserved and + ,, Rehabilitation employerand,buslnessengagxemenilo - under✓selYed'lndiulduaiswitii4 c (DOR) egco4ragElilnng ofpeople Wlfh '. dlsaGIII'as advance accessibility d equality toirnproYesnF�opporfumltiesfor'c Indlvltluals with disabilities tq achieve, 3 •+ ,. -: illof(em to Pelhwaysr development to molude ` f Enable'pgm7juNly collegeilstncfs lq' 'Local data accduntablllty developmenP verflcalsepteroverhgnzcntal davelopcareetfechnlcateducattonadd, )fbetterratocglandtlatatomake Community commgnily coll2ge alignment meat thi3 workforce es outwmand applicable tledlslons and measure outcomes labpr fpa>•katend�ds,byWbrking closely ;associate flegraes and nertifgates as encourage local efficlenc}� through Colleges With indpsJry business coilnclls� ; appropnate,td align wlthoregtonal labor : , peotdinated and collaborative regional'' _ charribers deputy secJdrhhVlgators� '_: markefneeds; Qrovlde in paffnershw -�orldorce efforts end teohriio2l=asaistancsHaecto`rsta witlibmloers,Wotk•b2s2d'learnm `' Q 19D-63 00 Local Plan OC Local Plan supporhnot.only the::emorgI and opportunities.to increase employablliry. .priority sectors`to solve labor and and earnia'g potential gr'in oiYagas• 1 v sector - • ,pro based en agamenf witns to ars • Priontize;programs ihatprepare Prlorihze efforts to expand ' --- Local control and accountability pians; students for STEM (Science ,olpportunttles for students needing .;process tod rove efficlencies'for Technology; Englnepring and addlflohal suppbn to assure that special :;. eduCell al decIsion making;;alignment - Mathematics) careerssnd partnerships: populdtione(speciaifaltemaIN10 ':with regionafresburces and goals; KA2 Partners with businesses,�communily educatlo''n,.English learners, limited ; norltizeaross syslam eommunicafion -,and organizations and'higher education economic resources, foster youth) have ! collaboration accessi&and are absAo.experience - - robustlearnin o onuNties " Conneciing ciientsao programs and Opportunities that will foster self- Provide assistance andsupportive services.tnat promote employment Increase cbllaborafion with workforce and,eduil pibgrams,.partners, and TANFI Soclal sufficiency thr6u6h-CaIW6RKs panicpatiop�such as regional sector opponunities and Pamlly selrsufflciency ,'-stakeholders such•assupportive services that provre access tothe -TANF,program services Ihrough the r Services _career,pathways Incfud0eplth care, child care food ; `one stop centers shelter, ciothmg provide paid work expenence;;workatudyantivanous •- ' welfare to work activitlessirid se-TvI Increase businesshnduslry partner's r active epgageirl il,;9e the' : -, Increase tf a readiness of'stutlents and: • their ac'ces's o' postsebendary i `Develop -regional infrastructure for system alignment and longdarm Career Technical at nment of industry r@cognized.' - educalidnand careerinAljh need susta r abllity`ipromote pro6ctive Education - certifloates thrpugh community college, high growlfi or emerging regional partnershipsbeiween high school CTE Career Pathways and-higli`schoohCTE programs Irt In- ;< economic sectors -' 7Expand'edpcalion and training opttons-� Support focus on servmg the most , Engage in,the plspin ng process ' .to hefp•the co " If, served'to,acca a good joKs antl.advance`,in theircareers vulnerabN.Workers thatincfude low- Jnooine ad'ulis and yoUINavho have Develop padpalis ris betweeri workforae and human servica programs-; "�. °' hmiledskilfs ladk work expenense and �,' mmapiiy based otganfzaiions j and coIF Community Based face additional banners to.@conomic ._ ! Padicipate inplannmg end agn, p Organizations,'. secunty'ingraased effansto seNe ,' . planning and adcountabihty across t}IoseWitn batders to amplayment and' ' programs'to s`-uppbrt a afore ymfied - pro"vide;;uppott services leverage and -' approach,to servmg loth Income low - ' t 6raidio aRresources-, `r skilledindivid'uals . �. "� 3C. SPECIFIED SERVICES AND SERVICE DELIVERY STRATEGIES 3C1. Expanding Access DECLARATION: The OC local boards are committed to working with entities carrying out core programs to provide and expand access to employment, training, education, and supportive services for eligible individuals, particularly eligible individuals with multiple or unique barriers to employment, including target populations mentioned in WIOA section 24(a) -(m). The local boards have worked with partners and stakeholders to identify strategies for meeting the workforce development needs of special populations. The local boards are committed to the development of strategies that address the needs of the region's talent development and service delivery system. STRATEGY: In addition to operating specialized programs for displaced workers, for whom W10A provides a specialized funding stream, the local board's programs include service delivery infrastructure to support strategies responsive to each target group, including but not limited to: • Low Income Adults/Public Assistance Recipients: Working In partnership with the Orange County Social Services Agency, the local boards provide a range of specialized services to CaIWORKs participants via Temporary Assistance for Needy Families (TANF) funding. Through this project, these individuals may participate in work experience, on-the- job training or classroom -based vocational skills training to increase their readiness for first time or entry-level employment. The local boards' operation of these programs enables participants to easily connect to the One -Stop system for additional services and or access to further skills development training, • Persons with Disabilities: The State Department of Rehabilitation (DOR) is co -located in comprehensive One -Stop centers. The local boards ensure that customers with disabilities are connected with services of the State Department L" OC Local Plan of Rehabilitation and a variety of appropriate education and support services available through the One -Stop partners and other agencies within the greater Orange County network of providers. Mature Workers: In addition to serving many mature workers through the WIOAAdult and Dislocated Worker programs, the local boards provide training and employment opportunities to individuals 55 years and older through the Senior Community Service Employment Program (SCSEP). Services in the program enable participants to gain valuable work experience and/or skills upgrades while working at non -profits or governmental agencies across the County. For many seniors who have obsolete skills or have been out of the workforce for extended periods of time, these services are instrumental to reconnecting them with the job market and adding updated skills to their resumes. Veterans: Aligned with the State's priority of service delivery, the local boards prioritize veterans and their eligible spouse's access to programs and services. The local boards target veterans with significant needs for training, employment assistance and support services, including those with disabilities and those with significant barriers to achieving and maintaining stable employment. Support programs in the areas of education, employment, housing, and health/mental health are available to recently separated service members, veterans, and their families. Access to services Includes the One -Stop Centers veteran serving partner organizations, and County Veteran's Service Office; while the non-traditional approach include direct based engagement at various locations, i.e., Camp Pendleton, Los Alamitos Joint Forces Training Base, United Service Organizations Inc., foreign legion posts, and through social media. English Language Learners: In addition to services that will be leveraged through Title it adult education and literacy programs, as described in Section Eli of this local plan, the local boards support programs that build English language fluency and literacy. The workforce system partners with several institutions that provide free English as a Second Language (ESL) classes to individuals. For example, free ESL classes are provided by: Santa Ana Adult Education, Tustin Adult Education, Orange Education Center, St. Paul's Episcopal Church, City of Tustin, and Centennial Education Center. Individuals are referred to these locations to assist them in becoming proficient in English. Individuals with Basic Skills Challenges: in addition to services that will be leveraged through Title II adult education and literacy programs, as described in Section Evil, the local boards support programs that build basic skills as an integral part of the career pathway. OC Public Libraries offers the READ/OC program at no cost to Individuals, with the core goal of providing tutoring in basic reading and writing to adult learners throughout the region. Lessons are individualized, confidential, and highly goal -oriented. Individuals who need assistance through READ/OC can receive services from a tutor who will travel to a One -Stop or Young Adult Provider location. Others Populations with Barriers to Emolovment: The advantage of operating within a system that is connected to a large network of providers is that it Is possible to access a broad array of services to meet the needs and circumstances of individuals with widely varying circumstances and barriers such as language, health, housing and other factors that limit preparedness for and access to employment. Local One -Stops will refer individuals to agencies and programs that offer assistance to meet various needs, including, but not limited to: Food; 24-hour crisis/suicide counseling; child care; transportation; shelter; housing/utilities; mental health services; substance abuse; medical, dental and vision care. These local service and operations strategies have been developed in consultation with required planning partners, which are also in alignment with broader Regional Planning Unit (RPU) efforts. In summary, these strategies will across the board: ✓ Assess the access points in the workforce system to improve customer focused service delivery ✓ Promote career pathways with multiple entry and exit points ✓ Create an accessible menu of customizable services available to customers on the basis of their needs, including but not limited to individuals: with disabilities, limited English proficient, with barriers to employment ✓ Expand the use of work -based learning models to create additional skills development and employment opportunities that align work -based learning strategies with career pathway strategies DECLARATION: The local boards understand that an effective Career Pathways program will align with regional needs, be driven by industry partnerships, and be delivered through tailored local services. In addition to supporting the Career Pathways development recommendations described in the Regional Plan, the local plan will facilitate this development by creating and promoting multiple entry and exit points and progressive skills development. Career Pathways programs will deepen the collaboration and coordination among current One -Stop partner agencies, education entities, and support organizations. Career Pathway -oriented workforce development has the goal of increasing individuals' educational and skills attainment and improving 2Z 19D-65 OC Lacel Plan their employment outcomes while meeting the needs of local employers and growing sectors and industries. Career Pathway programs offer facilitated navigation of training and education programs: a clear sequence, or pathway, of education coursework and/or training credentials aligned with employer -validated work readiness standards and competencies. The OC Local Plan Career Pathway program elements include: • Sector Strategy: Education/training programs align with the skill needs of industries important to the regional or state economies in which they are located, and reflect the fact that employers in the targeted industry sectors are actively engaged in determining the skill requirements for employment or career progression in high -demand occupations. • Stackable Educational/TrainingOptions:Careerpathwayprogramsincludethefullrangeofsecondary,adulteducation, and postsecondary education options, including registered apprenticeships; they use a non -duplicative progression of courses clearly articulated from one level of instruction to the next; they provide opportunities to earn postsecondary credits; and they lead to industry -recognized and/or postsecondary credentials. • Contextualized Leamina: Education/training programs focus on curriculum and instructional strategies that make work a central context for learning and help students attain work readiness skills. • Accelerated/Integrated Education & Training.' As appropriate for the individual, programs combine occupational skills training with adult education services, give credit for prior learning, and adopt other strategies that accelerate the educational and career advancement of the participant. • Industry -recognized Credentials: Effective Career Pathway programs lead to the attainment of industry -recognized degrees or credentials that have value in the labor market. • Multiple Entry & Exit Points: Programs allow workers of varying skill levels to enter or advance within a specific sector or occupational field. • intensive Wrap -Around Services: Career pathway systems incorporate academic and career counseling and wrap- around support services (particularly at points of transition), and support the development of individual career plans. • Designed for Working Learners: Career pathway programs are designed to meet the needs of adults and non-traditional students who often need to combine work and study. They provide childcare services and accommodate work schedules with flexible and non -semester -based scheduling, alternative class times and locations, and innovative uses of technology. STRATEGY: "The Promise of Career Pathways System Change" report describes six key elements, which were identified through U.S. DOL career pathways technical assistance Initiative, as essential to the development and Implementation of state and local career pathways systems. As the OC Regional Plan discusses regional vision and strategy, the OC Local Plan will focus efforts on the development of local services and operations using these six key elements as a framework for leading the development of pathways programs in the county. These activities support the strategy the local boards will use to work with entities carrying out core programs to expand access to employment, training, education, and supportive services for eligible Individuals, particularly eligible Individuals with barriers to employment. Strate icActivrt Qr"an eCount Career'P.athwa ;Pro ram'Develo ment.Faan. '• Build Cross -Agency Partnerships: Key cross- This step has been initiated through the establishment of the Orange agency partners at the local and state levels are County Workforce and Economic Development Network; engaged, agree to a shared vision, and gain support from political leaders. Roles and responsibilities are clearly defined and formalized. Identify Industry Sector and Engage Four Sector Partnership groups will be formed; IT, manufacturing, Employers: Sectors and Industries are selected hospitality & tourism, and healthcare, The IT and manufacturing and employers are engaged in the development groups have been active through grants and partnerships; Actively of career pathways. engage businesses in workforce planning, Including identifying key industry skills needs, determining skills gaps, and training to be incorporated in career pathways Design Education and Training Programs: Through an intensive process of surveying current programs and Career pathway programs provide a clear assessing coursework available to address industry needs, career sequence of education courses and credentials pathways approaches will begin to take shape; and education that meet the skill needs of high -demand partners will lead the process to develop necessary curricula; industries. Ex and the use of work -based learning models to create additional —4 OC Local Plan 19D-66 DECLARATION: The goal of the State Plan is to produce a million "middle -skill" industry -valued and recognized post -secondary credentials between 2017 and 2027. The OC Regional Plan's goals include strategies to support the state goal to increase middle -skill industry -valued and recognized post -secondary credentials and the desired movement of individuals into either the labor market or longer term education programs aligned with the state's workforce needs. The local boards are committed to supporting this state plan goal and will work with entities carrying out core programs to improve access to activities leading to a recognized post -secondary credential, including credential that Is an industry -recognized certificate or certification, portable, and stackable. STRATEGY: As the broader OC Regional Plan's post -secondary attainment strategies were developed in consultation with required planning partners, the OC Local Plan will herein simply indicate the way local services and operations are integrated into the broader Orange County Regional Planning Unit efforts. 00 RPU local boards recognize that improvements in effectively transitioning basic education students to postsecondary education, training and employment could increase the overall job prospects for some participants. The local boards will collaborate with education and training partners to examine and implement evidence based models that will propel attainment of Industry recognized certificate that are portable and stackable. These may include: Increase Access to Training for In -Demand Industries and Occupations: The OC Local Plan will actively support the OC Regional Plan strategies to vet and identify value and recognized credentials by providing on-going labor market analytics to ensure credentials offered are meaningful with actual value in the current labor market. Local efforts will include engagement and coordination between industry/business, education, and workforce. Collaboration with key partners will focus on incorporating post -secondary credential attainment seamlessly into Career Pathway programs. Enrolling Job Seekers in Training: Local efforts will support activities to increase enrollment of job seekers into training programs organized around regional sector and career pathways, Efforts will focus on expansion of types and lengths of certificate programs to include post -secondary certificates that are portable, stackable, and transferrable. OC local boards will leverage regional projects to expand and increase "earn and learn" opportunities to complement certificate programs such as: pre -apprenticeship, apprenticeship, on-the-job training models. Cross System Referrals and Support Services for Job Seekers in Efforts to Complete Training Because those least prepared for work often also lack financial resources to sustain participation in training over week or months, the local 19D-67 OC Local Plan skills development and employment opportunities for all workers and align work-based learning strategies with career pathway strategies; Continue to build strong linkages to registered apprenticeship programs and fully integrate these programs in the local AJCCIOne- Stop and WIOA Young Adult Program delivery systems; Work with education partners to identify specific actions that the local boards can take to more fully support young adults participating in a rigorous education (including STEM/STEAM) that prepares them for post-high school education, training and careers. Identify Funding Needs and Strategies: Again, a survey of available resources will be conducted and existing Necessary resources are raised and/or leveraged resources will be leveraged in support of career pathway training, to develop and operate the career pathway Where gaps exist, the Partnership will identify strategies for resource system, and education and training programs. development. Align Policies and Programs: State and local The OC Local Plan will follow the state's direction where the policy and administrative reforms are pursued to opportunities to align policies across systems (workforce promote career pathway system development and development, community colleges, etc.) exist. to support implementation. Measure System Change and Performance: As programs are implemented, results will be tracked and analyzed Assessments of system-wide change and in order to identify success, weakness and opportunities for measurements of performance outcomes are improvement. conducted to ensure continuous improvement. DECLARATION: The goal of the State Plan is to produce a million "middle -skill" industry -valued and recognized post -secondary credentials between 2017 and 2027. The OC Regional Plan's goals include strategies to support the state goal to increase middle -skill industry -valued and recognized post -secondary credentials and the desired movement of individuals into either the labor market or longer term education programs aligned with the state's workforce needs. The local boards are committed to supporting this state plan goal and will work with entities carrying out core programs to improve access to activities leading to a recognized post -secondary credential, including credential that Is an industry -recognized certificate or certification, portable, and stackable. STRATEGY: As the broader OC Regional Plan's post -secondary attainment strategies were developed in consultation with required planning partners, the OC Local Plan will herein simply indicate the way local services and operations are integrated into the broader Orange County Regional Planning Unit efforts. 00 RPU local boards recognize that improvements in effectively transitioning basic education students to postsecondary education, training and employment could increase the overall job prospects for some participants. The local boards will collaborate with education and training partners to examine and implement evidence based models that will propel attainment of Industry recognized certificate that are portable and stackable. These may include: Increase Access to Training for In -Demand Industries and Occupations: The OC Local Plan will actively support the OC Regional Plan strategies to vet and identify value and recognized credentials by providing on-going labor market analytics to ensure credentials offered are meaningful with actual value in the current labor market. Local efforts will include engagement and coordination between industry/business, education, and workforce. Collaboration with key partners will focus on incorporating post -secondary credential attainment seamlessly into Career Pathway programs. Enrolling Job Seekers in Training: Local efforts will support activities to increase enrollment of job seekers into training programs organized around regional sector and career pathways, Efforts will focus on expansion of types and lengths of certificate programs to include post -secondary certificates that are portable, stackable, and transferrable. OC local boards will leverage regional projects to expand and increase "earn and learn" opportunities to complement certificate programs such as: pre -apprenticeship, apprenticeship, on-the-job training models. Cross System Referrals and Support Services for Job Seekers in Efforts to Complete Training Because those least prepared for work often also lack financial resources to sustain participation in training over week or months, the local 19D-67 OC Local Plan boards have Implemented support services protocols that provide direct support and referrals for housing, transportation, clothes/uniforms, tools and other necessities. In addition, One -Stop staff work individually with participants to determine if a stop -gap job during training is necessary and appropriate. Each year, a sizable number of job seekers served by the local boards are assessed as basic skills deficient. In order to ensure that these individuals have the skills necessary to qualify for and succeed in jobs, participants will be referred to partners for services for basic skills education including language skills and math remediation. Such services are available locally through WIOA-funded and other programs including community college programs, adult schools, ROPS, non-profit agencies and community learning centers. While the length of time that participants spend in basic education varies from student to student based on individual skill deficits, most participants quickly acquire new skills to support their employment efforts and progress along the Career Pathway confinuum successfully. Promote the Availability of Training Programs Suitable to Various Entry Points along a Career Pathway: The local Eligible Training Provider List (ETPL) reflects demand occupations and, as such, includes hundreds of programs suitable to job seekers entering careers at all levels. It Is anticipated that the effectiveness of the foregoing strategies will increase substantially as Orange County's Sector Partnerships move closer to implementing a full range programs as part of industry -focused career pathways. Training and education will be incorporated into career pathways programs' multiple entry and exit points along the progressive skills development model. Co-Enroliment A hallmark of program integration is the leveraging of resources and coordination across programs to offer access to a comprehensive menu of services. Co -enrollment is a tenant of integrated service delivery and a powerful tool for streamlining processes to braid and leverage limited system resources. Co -enrollment removes the barriers created by categorical participant eligibility requirements and opens up a comprehensive menu of services and improves customer experience as well as employment outcomes. The OC Local Plan will develop, implement, and support co -enrollment and integrated service delivery models, as applicable. 3CIv. Employer Engagement DECLARATION: Employer engagement needs a revamp. Facilitating employers groups, task forces, and focus groups continue to be a priority for the local boards. Now it is time for "Engagement 2.0" to be created and implemented. Engagement needs to be re -defined as: activity tied to results, such as an active partnership that results in services for business that achieve an identified and desired outcome. OC local boards will work with employers to reduce layoffs, grow a relevant pipeline of workers, shorten periods of training, and increase access to skill upgrades. The local systems need to partner with communities, Community Colleges, CBO's business intermediaries, trainers, who are already working or consulting with employers and work to minimize duplication, identify real services rather than theories and fill gaps to complete services that already exist. STRATEGY: The local workforce system shall increase online presence and online tools for employers: AJCC websites must be informative, useful and contain a reason for people to return to the site as a means for staying connected to the One Stop System. It is important that websites are dynamic, frequently updated and linked to social media for maximum viewing and to reinforce usefulness of the One -Stop System. Some ways to increase online presence with employers are: • Mimic successful websites, Link to WARN site with complete • Dynamic online, free training and re -issue all outreach instructions on notices of lay-off and courses for managers, HR collateral using the same look the Rapid Response services provided professionals and employees and feel for free through the One Stop System • Dedicated page to hiring • Specialized employer portal for • Dynamic calendar of events veterans resume searches • Link to apprenticeship • Downloadable workplace posters • Downloadable employee and programs employee tips In addition to online access and engagement, the local workforce system shall offer in-person regularly scheduled business focused workshops, seminars, roundtables, mini -conferences, plenaries and special events/mixers (with the calendar online): These are great ways to provide a true public service and introduction to more structured business services offered by the local workforce system. Some events could include: labor market data workshops- understanding trends and the data, training talent to fit the needs of the employer, retraining and retaining skilled employees, and workforce awards (such as: honoring small businesses, regional employers, industry champions, veteran employment).To create and implement innovative employer engagement practices, the local workforce system must brand and position the AJCC One -Slop System as the place to go for OC Local Plan 19D-68 employers to access a wide variety of hiring and human resource assistance. In addition to offering business services directly to employers, the local workforce system could also offer professional development to existing human resource professionals. Servides tp Engacieand GorrneCt Employers I `Human Resources Professiorral Develuoment Training '. • Job postings and applicant screening through an online • Identifying talent vs, skill set job matching system . Considering non-traditional applicants • Certified Skills Training that leads to candidate matching • Understanding transferrable occupational skills • Customized hiring events • Knowing what front line managers really need • On-site/special recruiting services • What resources are available for downsizing/force • Employee Retention Program- incumbent worker training reductions to avert lay-offs • Using social media to attract applicants • Free Employment Training online courses for employers 3Cv. Responsiveness to Business Needs DECLARATION: The local workforce system needs to be a comprehensive continuum of services that is responsive to varying needs of small, medium, and large businesses. Similar to employer engagement strategies mentioned in the previous section 3Civ, business services will be refined as: activity tied to results, such as responsive solutions for skill upgrade training, personnel recruitment, on-the-job training, incumbent worker training, transitional work experience, internships and apprenticeship programs. Using the information gleaned from sector focus groups, industry feedback, and local labor market information the local workforce system business services providers will work with individual or small groups of 'like' businesses/industries to create business service plans similar to an individual employment plan created for job seekers. This personalized business service plan will identify service strategies that produce results that are responsive to businesses' needs, STRATEGY: The local workforce system will work to build capacity and train new business service representatives and or partner with intermediaries who understand the paradigm and culture of business from a business perspective and in real time. The system will be aligned to be more proactive rather than reactive. Infrastructure shall be developed to streamline points of contacts, streamline processes, and develop consistent policies and procedures that result in a product/service that Is useful and relevant to businesses whether they be small, medium, or large. The local workforce system shall adopt a Business2Business (B2B) "sales approach" when working with employers: hiring or training business services staff to respond quickly with effective and relevant solutions, and foremost to provide excellent customer service. Taking a consultative B213 sales approach as follows can help create business service plans that are responsive to businesses. Similar to the process of developing an individual employment plan for jobseekers, business services will involve the following activities to create a business service plan that is comprehensive and tailored to specific businesses' needs: • An individualized business service plan • Identifies the businesses' workforce and economic development goals • Involves a coordination of services • Referral/linkage to information, programs, services • Serve as a business consultant • Initial assessment of business, including labor market data • Jointly developed by the business/employer and the workforce system business services representative • Determine combination of services needed to reach goals • Provision of workforce and labor market information • Regular follow-up DECLARATION: In addition to the Network's coordination of workforce programs and economic development, the Orange County Development Board, as designated by the County of Orange Board of Supervisors, serves as the official Orange County Economic Development Strategy (CEDS) Committee for the entire county. CEDS functions (in compliance with federal regulations) for the entire county, and is integral in the coordination of workforce programs and economic development. 19D-69 OC Local Plan As such, the local boards fundamentally understand the connection and Impact of workforce and economic development. The CEDS Committee provides a mechanism for coordinating the efforts of individuals, organizations, local governments, and private industry concerned with economic development. It is important to note that the CEDS and OC Regional Plan are foundational to the OC Local Plan strategies to positively impact the ongoing economic vitality of the county and targeted industry sectors. The OC Local Plan has designed strategies to align workforce programs and economic development to meet the needs of regional employers. The local boards will continue to collect, review, and assess economic, employment, industry cluster, labor market, and related data to determine how best to coordinate workforce programs and economic development to create an agile and flexible process that is responsive to current regional and local needs to adapt or enhance efforts. STRATEGY: CEDS' five year strategic plan presents the current condition of the Orange County economy and its impact on those who live and work in Orange County; identifies economically vulnerable areas in which to invest in economic improvement activities; proposes action on issues involvingon advancing Red -Zane residents lives, world-class education and 9 workforce opportunities, state-of-the-art infrastructure, competitive and growing clusters, and improved economic competitiveness. Census tracts that demonstrate severe economic distress due to low income and high Anaheim Buena Park Costa Mesa Pullenn Garden Grove Hunting to Beach Irvine La Habra w unemployment are defined as Red -Zones. The data for Red -Zone determination was based on the 2007-20115-YearAmerican Communities Survey (ACS) released by the U.S Census Bureau. CEDS was commissioned by the County of Orange and the OC Local Plan will support Orange County's economic strengths and propose solutions and Orange Placentia Santa Ana Stanton Westminster I investments to address its opportunities and weaknesses. 3Cvii One -Stop System and Unemployment Insurance (Ul) Programs DECLARATION: Collaboration, coordination and service integration with local partners has long been part of the OC local boards' approach to the management and operation of the WIOA programs in the local workforce system. The local boards will work with their partners to support and strengthen linkages between the One -Stop delivery system and unemployment insurance programs to expand access to employment, training, education, and supportive services for eligible individuals, particularly eligible individuals with barriers to employment. STRATEGY: A Memorandum of Understanding in place between the local boards and the EDD clearly defines roles and expectations and is an effective tool toward ensuring the goal of seamless service delivery is met. The MOU's (discussed in Local Plan section 3Dv), establish an Operating Agreement and Cost Sharing Agreement between the current OC One -Stop operators and EDD, which further promotes Local Plan goals. The goals of the OC Local Plan are to manage and support a workforce development system that is seamless to its customers, both job seekers and employers. • The intent of the OC Local Plan is for EDD to provide basic labor exchange and unemployment insurance services in the local AJCC One -Stop Career Centers. EDD has representation at all One -Stop locations. WIOA and EDD staff share resources and exchange information about clients and rely on the expertise that each organization brings to the One -Stop system. One -Stop system and EDD have staff assigned to the resources rooms within each career center assist clients and ensure that cross -referrals occur, as appropriate. • UI claimants are entered into the One -Stop registration system. EDD is co -located in the comprehensive One -Stop Centers where UI claimants have immediate access to One -Stop universal services. Orientations are provided on site, individually or in small groups. One -Stop clients also have access to EDD -managed job listings through CaIJOBS. • EDD also provides a host of other services at the One -Stops, including, but not limited to: re-employment services, workshops, California Training Benefits, veterans services, as well as securing NAFTA/TAA benefits for those clients meeting eligibility criteria, as described above. • Local EDD, One -Stop and the local boards' management staff meet on a regular basis to discuss operational and administrative issues and to ensure that non -duplicative, high quality services are provided to our One -Stop customers. j 3 00 Local Plan 19D-70 3D. AMERICA'S JOB CENTERS OF CALIFORNIA (AJCC) 3131. Continuous Improvement of the AJCC/OC One -Stop System DECLARATION: The OC local boards work to ensure the continuous Improvement of eligible providers of services through the system and that such providers will meet the employment needs of local employers, workers, and jobseekers. Customer feedback is a key indicator for system improvement, including improvement to the One -Stop system and training programs. Given the analysis of Industry needs to be undertaken through the Sector Partnerships, it is expected that additional training needs along various career pathways will be Identified. Based on this process, the local boards will work with stakeholders to identify programs and Identify how to improve existing programs. Much like the structure established for the Workforce Innovation Fund IT Cluster Competitiveness Project, some programs will need to be modified to meet current industry needs before they are added to the ETPL. In other cases, !twill be necessary to develop new courses. STRATEGY: A number of strategic activities are involved in the continuous improvement of the AJCC that include on-going review, evaluation technical assistance, and training. • Partner staff training is conducted quarterly to ensure seamless service and cross -training among the staff and partners located in the One -Stop Centers. A schedule and an agenda is developed to assist staff and partners to help understand each other's programs. One -Stop and partner staff may attend each other's meetings as applicable. • Quarterly Partner Meetings are held to educate the community on the One -Stop Center as well as share resources, special events, and new activities in the Center and the community. At each meeting, a partner is highlighted to provide information and resources available to the system as a whole. • Quarterly Stakeholders meeting are conducted by the AJCC Director. These meetings are attended by all of the co - located partners throughout the system to discuss best practices, leveraging resources, service delivery and efficiency and resource room operations to ensure priority of service and the best possible customer service is provided at all levels, There Is also ongoing discussion focused on integration of programs and staff. • Business Service Staff work closely with local. employers to meet their hiring goals and industry requirements. Services can be customized to meet employer's individual needs. Candidates can be pre-screened, on-site recruitments, job fairs, business expos, labor market information, on-the-job and incumbent worker training, and career transition services are just some of the ways that the AJCCs meet the needs of local employers. • Professional development for staff is emphasized and supported. The Project Director and Center Managers are responsible to ensure that staff receive training on all WIOA laws and regulations, state directives and local policies as well as best practices centered around AJCC operations and service delivery. The training may be provided by One - Stop Staff, the local boards, outside trainers, and through the attendance of conferences and web -based seminars. • AJCC's have an internal monitor who is responsible for MIS compliance and review of participant files. Internal Monitors audit 10% of active files and 5% of exited files on a monthly basis. Any deficiencies are brought to the attention of the staff, Center Manager, and Workforce Supervisor so that a corrective action plan can be developed and implemented. • On-site reviews are an essential component of evaluation for opportunities for improvement. This review gives an opportunity to validate information provided by the operator and evaluates: customer flow, administrative systems, service and resource integration, information technology systems, business services quantitative and qualitative measures, financial systems, and physical facility. DECLARATION: The local boards facilitate access to services provided through the AJCC delivery system through use of technology and other means through the board and AJCC websites and AJCC/One-Stop facilities located throughout the County. STRATEGY: The local boards and AJCCs have worked to develop online forms forjob seekers, program applicants/participants, and employers to access from external locations. Individuals and employers are also encouraged to use CalJOBS in order to job search, find candidates, and postjobs. Individuals have access to free online training through ALISON, an e -learning training provider with courses from the world's top publishers. One -Stops are strategically located to provide physical access to job seekers and employers. The local boards have AJCCs in Anaheim and Garden Grove (northern region), Santa Ana (central region), Irvine (southern region), Buena Park (far northern region) and Los Alamitos (veteran -specific), thereby covering the ..i Ia.) 19D-71 00 Local Plan different geographic areas of the entire county. The OCDB is also currently exploring options to locate an affiliate site in the far southern region. All AJCCs are located close to public transportation to facilitate access. The One -Stop Operators employ IT staff to ensure IT Infrastructure and access to technology is working and up to date. The AJCC website is updated on a weekly basis. Updates Include Job Fairs, new workshop calendars, community events, recruitment activities including co -enrolled recruitments with EDD and Veteran Services. On-line registration is also available. 3DIII Compliance with WIOA Section 188• Nondiscrimination DECLARATION: The local AJCC/One-Stop Centers and Young Adult system complies with WIOA section 188 and meet the standards set by the Americans with Disabilities Act, as applicable regarding the physical and programmatic accessibility of facilities, programs and services, technology, and materials for individuals with disabilities, including ongoing staff training and support for addressing the needs of individuals with disabilities. STRATEGY: All facilities are accessible and technology is available to assist those individuals who have a physical, visual, or hearing impairment. The local boards and AJCCs ensure all locations meet ADA requirements through the Biennial Local Area Self -Assessment checklist. The local boards also ensure all eligible training providers meet the standards necessary to allow participants to access training. The local boards expect to offer training to staff and providers regarding addressing the needs of individuals with disabilities as part of its WIOA implementation strategies. The OC local AJCC/One-Stop and Young Adult facilities are equipped to serve individuals with disabilities, Specifically: • The signs for parking spaces are mounted at appropriate heights and contained requisite language. • The accessible restrooms contain extended grab bars, pipe covers, placards for identification, and full-length mirrors. • All doorways are clear of obstruction and meet the width requirements. • All signs are at the appropriate height and have raised characters. • All workstations are accessible and accommodate wheelchairs if necessary. • The comprehensive AJCC/One-Stop centers each contain accessible workstations with software appropriate to assist customers with disabilities. As locations move or are upgraded, the local boards and AJCCs will maintain set ups consistent with the principles of universal design. All AJCC facilities are designed to provide reasonable access to program activities to individuals with disabilities. Physical access standards are in compliance with ADA, and the Bi -Annual Assessments. All comprehensive centers have approved Accessibility Checklists from the State Department of General Services. Any individual needing accommodations are advised to communicate their needs to the front desk staff, career consultants, partners, or other program staff, Auxiliary aids are available for hearing impaired, visual Impaired (magnifier), wheelchair accessible desks, TTY, and interpreter services for customers who are deaf/hard of hearing which will be arranged upon customer request. Front desk staff and Career Consultants are trained in using the auxiliary aids and Career Consultants can assist individuals with disabilities with using the aids. Customers with disabilities are registered and given an introduction to the center to highlight program services and equipment available. Customers are Informed of the Department of Rehabilitation and Goodwill Industries partners and work with their counselor on-site to assist those with disabilities and seek additional assistance. The AJCC/One-Stop Operators also employ or have access to a Disability Program Navigatorwho Is also available to assist clients as well as provide training and workshops for staff in a variety of topics. Customers with disabilities are treated as any other customer, and also provided with necessary accommodations. 3Div. AJCC Partners Roles and Resource Contributions DECLARATION: A description of AJCC partners and a Resource Sharing Agreement (RSA) is in place for each Comprehensive AJCCs. The MOU and RSA provide a description of the roles and resource contributions of all the AJCC partners. STRATEGY: All co -located partners contribute to the cost of the center. The methodology used is based upon the square footage occupied by each partner. For partners unable to make cash payments, the fair share of their cost is determined by the percentage of dedicated square footage in which the partner staff provides services at the AJCC. Common space is allocated by the number of full time equivalents by each entity. j W DC Lara[ Plan 19D-72 AJCC Programs &Partners Roles and Resquece Contributions Title 1 Programs and Services; • Title I- Adult and (2) Title I - Dislocated Worker Programs includes outreach, intake, orientation, assessment, intensive and training services, support services and twelve. ProPath, Inc. is the current Operator for the OCDB One- months of follow up. Stop system. The AWDB • Title V- Senior Community Services Employment Program (SCSEP) offers low income operates the Anaheim Job older workers paid community service and training opportunities. The goal of the Center. The SAWDB operates program Is to help seniors become employable and to obtain unsubsidized the Santa Ana WORK center. employment. • Veterans Employment-Related Assistance Program (VEAP) targets veterans' unique Title I —Young Adult Services. needs and occupational goals, with an emphasis on those who recently returned to Access to 14 program civilian life. The program serves all of Orange County as well as veterans who are elements applicable to Young referred from Los Angeles County, and from the Camp Pendleton area in Northern San Adult services for In-School Diego County. Veterans' access training, support services, and job referrals unique to and Out-of-School Youth their skillsets and career goals, PGWIN (Pacific Gateway Workforce Investment (providers listed in section Network) is also a provider of VEAP services. 3Eiv) • Supervised Population Workforce Training Grant serves participants referred by Orange County Probation and provides training and work experience leading to industry sector employment. • Business Services/Rapid Response services assist employers with finding skilled workers and provide access to other supports including education and training for their current workforce, job fairs, recruitment activities and layoff aversion, Title If - Adult Education and • • Adult education and literacy programs, activities, and services Information on how to access services: outreach, intake, assessment and orientation Family Literacy is provided by a variety of organizations . Determination of eligibility for Adult Education programs, activities, and services, including: including financial aid information/assistance • English-language acquisition programs (1) Rancho Santiago . Literacy programs, activities, and services Community College District; . English literacy and civics education services (2) Saddleback College;• Family literacy activities (3) School of Continuing Education — North Orange • Workplace adult education and literacy activities County Community College • Workforce preparation activities District; Integrated education and training programs (4) Coast Community College • Corrections education and the education of other institutionalized individuals District; (5) Garden Grove • Employment services and coordination with other agencies on job development Unified School District; • Specialized support services such as child care assistance, mental health, drug and (6) Huntington Beach Union alcohol treatment, emergency assistance, such as but not limited to transportation, High School District and food, shelter, etc., (funding and eligibility permitting) (7) Boat People SOS. • Pre-vocational skills training • Coordination with One-Stop System • Fostering demand-driven skills attainment • Other activities/ services appropriate to the agency and their funding sources Title 111 Employment EDD provides staff and oversight for the following programs: Development Department • • Title Ill — Wagner-Poyser Trade Adjustment Assistance Program (TAA) 1EDD) is co-located in comprehensive AJCCs. • Unemployment Insurance (UI) • 4 Veterans' Programs — Jobs for Veterans State Grant Title IV Vocational • Outreach, intake, and orientation Rehabilitation • Vocational rehabilitation programs, activities, and services Department of Rehabilitation a Determination of eligibility for customers entering through vocational rehabilitation programs, activities, and services DOR is co-located in comprehensive AJCCs. . Coordination of services with other partners 0 19D-73 OC Local Plan CJ7 OC Local Plan 19D-74 • Initial assessment of skill levels, aptitudes, abilities, and support service needs • Assistance with competitive integrated employment, supported employment, and customized employment • Labor exchange services including vocational rehabilitation services, career counseling, job search and placement assistance including in -demand industry sectors and occupations • Provision of information on non-traditional employment services • Pre-employment transition services • Specialized support services such as child care assistance, medical or child health assistance, and other support services such as but not limited to transportation, food, shelter, etc. (funding and eligibility permitting) • Marketing materials and Information on how to access services • Other activities/services appropriate to the agency and their funding sources Unemployment Insurance (UI) • Determination of eligibility for customers • Filing a new UI claim • Reopening an existing claim • UI Self -Service Phone Line • Talk to EDD Rep by phone M -F Bern to noon • E -Services for Business Y Online publications and forms • Coordination of services with other partners Marketing materials and information on how to access services Job Corps . Education and vocational training program to assist low-income young adults, ages Long Beach Job Corps Center 16 through 24, launch their careers (LBJCC) provides Job Corps . Alternative secondary school services within Orange County. LBJCC . Assistance with earning a high school diploma equivalency provides education and • Guidance and counseling vocational training programs to assist low-income young • Medical and dental care adults, ages 16 to 24, launch • Tutoring and study skills their careers. • Occupational skills training School -to -work internship/work experience development (paid and unpaid) i Mentoring, leadership development • Job placement assistance • Career development and follow-up services • Residentiallnon-residential living component HUD OCHA administers programs funded through the Department of Housing and Urban Orange County Housing Development (HUD) including the administration of vouchers for low income households, Authority(OCHA) mortgage assistance program, family self-sufficiency, shelter -plus -care, Veterans Affairs Supportive Housing (VASH), and emergency shelter programs. • Information about the OC Housing Authority's programs and services • Referral assistance for affordable housing throughout Orange County • Homeownership projects for lower income households • Administration of Housing Choice Project Based Vouchers for extremely low -Income households who are homeless. • Mortgage Assistance Program (MAP) provides down payment assistance loans to assist low-income first-time homebuyers • Special Housing Programs (SHP) such as Family Self -Sufficiency (FSS), Shelter Plus Care, Veterans Affairs Supportive Housing (VASH) and Non -Elderly Disabled (eligibility requirements will vary by program) • Oran e County Armory Emer enc Shelter CJ7 OC Local Plan 19D-74 Second Chance • Outreach, intake and orientation • Case Management • Job placement assistance • Employment services and coordination with other agencies on job development Specialized supportive services such as mental health, drug and alcohol treatment, emergency assistance, including but not limited to transportation, food, shelter, professional clothing, etc. • Other activities and services appropriate to the agency and their funding sources Native American Programs • Outreach, intake, and orientation • Native American programs, activities, and services • Eligibility determination for customers entering through Native American programs, activities, and services • Coordination of services with other one stop system partners • Initial assessment of skill levels, aptitudes, abilities, and support service needs • Labor exchange services including: career counseling, job search and placement assistance in in -demand industry sectors and occupations • Specialized support services available through Native American programs such as child care assistance, medical or child health assistance, and other support services such as but not limited to transportation, food, shelter, etc. (funding and eligibility permitting) • Information on how to access services • Other activities and services appropriate to the agency and their funding sources i American Indian/Native American Programs are waived from cost sharing for AJCC co -location o er ting costs Community Based CEOs are co -located partners that operate the Linking to Employment Activities Pre - Organizations Goodwill Release (LEAP) programs. These programs established a jail -based service center within Industries of Orange County the County's correctional facilities (one for men and another for women) that links and Working Wardrobes transitioning offenders with a range of community-based workforce services pre-release. The goal of these programs is to improve the employment outcomes for transitioning offenders by leveraging and building upon the effective strategies that currently exist within the correctional system and in the Orange County One -Stop Center System. Orange County Sheriff's Department (OCSD) Re-entry staff provide specialized inmate services such as cognitive -based, pre-release planning classes, anger management, and cognitive behavioral therapy. One -Stop career consultants provide traditional WIOA services. Women Helping Women provide supportive services. U.S. Vets is a co -located U.S. Vets is a non-profit that works towards the successful transition of military veterans partner that operates the and their families through the provision of housing, counseling, career development and Supportive Services to comprehensive support. Outreach, case management, and assistance in obtaining VA Veteran Families program. and other benefits. 3Dv. MOUS and Cooperative Agreements DECLARATION: All fiscal contributions and service delivery commitments described are agreed upon by the partners and effective immediately, not to exceed 3 years, as prescribed in the MOUS. MOU copies are included in the appendix. STRATEGY: Periodic modification and review of the MOUS will be used to ensure all AJCC partners continue to contribute their fair and equitable share of infrastructure and other system costs, including the identification of who will fulfill this responsibility. Memorandum of Understanding: There are two phases to the MOU development. • MOU Phase I- Service Coordination: Agreement between the local boards and their respective AJCC system operators and WIOA required partners to address service coordination and collaboration. 19D-75 OC Local Plan • MOU Phase II- Shared Resources and Infrastructure Costs: Building upon the MOUS established in Phase I, addresses how to best support established service delivery coordination through the sharing of resources and joint Infrastructure costs in order to functionally and fiscally sustain regional service coordination with administrative cost arrangements. The OC Region is on target with the development and execution of Phase II MOUS with all of the required partners in the local area prior to June 30, 2017 as described in section 3Dv and attached in section 30. Status update for Phase II MOUS adheres to the following deadlines included in EDD Directive WSD16-09: • January 4, 2017 Local Boards submit progress reportltimellne to Regional Advisors. • March 1, 2017 Local Boards that do not anticipate reaching consensus on infrastructure costs alert the State Board if state funding mechanism needs to be triggered and submit supporting documentation. • May 1, 2017 Governor and Superintendent of Public Instruction notifies Local Boards of AJCC partner contributions under state funding mechanism (if triggered). • June 30, 2017 Local Boards submit hard copies of completed Phase II MOUs to Regional Advisors. Cooperative Service Agreement: A cooperative service agreement has been established between the three local boards to solidify the commitment to the overall workforce and economic development of the OC Region through system alignment, integration of service delivery, and leveragelbraiding of funding, included as an attachment in the appendix. DECLARATION: The local boards work with WIOA Section 166 grantees to provide Indian and Native Americans equal access to AJCC services. The Southern California Indian Center, Inc. (SCIC) has been a long standing AJCC partner. SCIC mission Is to promote social and economic self-sufficiency for American Indian, Alaska Native and Native Hawaiian people. SCIC provides a variety of human service and general welfare programs. They also provide educational, vocational and cultural programs. SCIC's Supportive Services Program provides child care services, school supplies, tuition assistance, work clothing, transportation assistance, emergency food, motel vouchers, rental assistance, utility assistance, and emergency medical care. STRATEGY: Individuals can access services through staff (who will be cross trained) and online. The referral process includes: in person, by phone, online and through referral forms. The local boards have an executed MOU with the Southern California Indian Center. Services to be provided include, but are not limited to: • Referrals, outreach, intake, and orientation • Native American programs, activities, and services (funding and eligibility permitting) • Eligibility determination for customers entering through Native American programs, activities, and services • Coordination of services with other one stop system partners • Initial assessment of skill levels, aptitudes, abilities, and support service needs • Career counseling, job search and placement assistance in in -demand industry sectors and occupations • Specialized support services available through Native American programs such as child care assistance, medical or child health assistance, and other support services such as but not limited to transportation, food, shelter, etc. • Information on how to access services • American Indian/Native American Programs are waived from cost sharing for AJCC co -location operating costs • Leverage of resources and services for shared customers • Alignment and integration of programs and services for the Orange County Region DECLARATION: The local boards will coordinate to provide Migrant Seasonal Farmworkers equal access to AJCC services. The National Farmworker Jobs Program (NFJP) is designed to serve economically disadvantaged people who primarily depend on employment in agricultural labor and who experience chronic unemployment or underemployment. Through training and other workforce development services, the program is intended to assist eligible participants and their families to prepare for jobs likely to provide stable, year-round employment both within and outside agriculture. STRATEGY: Although Orange County does not have a National Farmworker Jobs Program (NFJP), the local boards work to provide Migrant Seasonal Farmworkers equal access to AJCC services. Participants will be served through the Adult or OC Local Plan 19D-76 Dislocated Worker programs administered by the AJCCs and/or they can be referred to the Center for Employment Training (CET). CET has a proven track record of excellence over decades of partnering with the farmworker community in the OC Region. Programs in vocational training, ESL, and GED preparation emphasize the development of locally marketable skills with a philosophy of educating the whole person, maximizing self-sufficiency, and decreasing dependency on other direct aid programs. They also offer referrals for child care while parents are working, supportive services for food and health care, legal services, and immigration and citizenship guidance. In Southern California, CET serves Los Angeles, San Diego, Imperial, Riverside and San Bernardino Counties, 3Dviii. Regional Sector Pathways On -Ramp DECLARATION: The WIOA emphasizes the use of career pathways and sector partnerships to promote employment in in - demand industries and occupations. The four core programs of the WIOA must work well together In order to form a well- rounded and effective workforce system. The local boards are actively enhancing communication, coordination, and collaboration among employers, education, economic development entities and service providers to ensure activities meet the needs of businesses and support economic vitality and growth in the region. STRATEGY: The primary focus of regional sector pathways is to enable the workforce system and its partners to identify and address the needs of multiple employers In the industry. Such needs may include addressing gaps In the content or availability of training, support for developing pipelines of future job candidates and assistance with current recruitment needs. Orange County's current local plan describes strategies for developing and maintaining business partnerships. Marketing of business services should be built around those issues that employers identify as the most Important and/or meaningful. The local boards have identified sectors with the greatest potential to stimulate job growth and economic prosperity, creating opportunities for current and future workers. The local boards promote the development of partnerships among key stakeholders in the following Industry clusters: Business and Professional Services, Energy, Environment, and Green Technologies, FIRE (finance, Insurance, Real Estate), Construction, Healthcare, Information Technology, Logistics and Transportation, Manufacturing Advanced Manufacturing, Biotechnology / Nanotechnology and Hospitality and Tourism. The AJCC is the conduit for connecting job seekers to businesses and therefore a natural on-ramp for regional sector pathways. WIOA recognizes the employer as an equal customer to the job seeker and worker. WIOA seeks to support economic growth and business expansion by ensuring the workforce system is job -driven: matching skilled individuals to employment opportunities with local businesses, principally in demand sectors. WIOA emphasizes the provision of training resulting In the attainment of postsecondary credentials that Include industry -recognized certifcates or certifications. WIOA seeks to Increase the use of employment -based training by increasing the reimbursement rate to employers for on-the-job training and for customized training. WIOA provides local boards the opportunity to implement incumbent worker training programs using up to 20% of their Adult and Dislocated Worker program funds, Employers are more likely to use the system to meet their workforce needs and offer opportunities for workers to learn given these increased reimbursement rates. When AJCC staff meet with job seekers, a long-term job plan is explored that may include several steps such as a "starter" credential, job placement to gain experience and eventually an additional credential. AJCC staff also assist businesses with LMI information, on-site recruitments and access to interviewing facilities and regional job fairs. WIOA allocates resources so that AJCC staff can actively participate in trade shows, conferences, forums, expos, networking functions and meetings. Orange County's outreach plan is continually updated and evaluated based on the changes within the local Orange County market place, such as business closures, new employment opportunities, new research and development, and the needs of the local business community. Resources are focused to where the greatest economic impact can be gained and measured. While training funds will often only cover the initial credential, helping place job seekers on the career pathways that have potential for growth will lead to better success for them and for employers in their industryloccupation. As appropriate, co -enrollment in programs is utilized to leverage available resources and to maximize services that can be offered. Traditional classroom training as well as work -based training along with supportive services for items such as mileage reimbursement to and from school, uniforms/work clothing and books are also provided. Case management and career advising is geared towards long-term career growth and not focused solely on placing job seekers into immediate jobs with limited wage and advancement potential. The work and close partnership with employers will lend itself to discussions on the actual skills needed for the industry and/or occupation. Strong relationships with Adult Education and the local community colleges and flexible trainers are critical to the system so that curricula can be created based on feedback from employers. 19D-77 OC Local Plan The AJCC can facilitate the various components of the system to ensure that the needs of the job seeker as well as the employer are met. AJCC staff assists job seekers by developing an individualized plan to note relevant skill sets to connect them to industries that are hiring and assist in removing barriers to program completion by leverage resources to serve the customers. 3E. REQUIRED INFORMATION PERTAINING TO SPECIFIC PROGRAMS, POPULATIONS, AND PARTNERS JLI. VVVI V1,14V •.vvu, ... v. vv ...-.�� ..� .�.. Please refer to +OC Regional Plan section YEi, and.the OC Local Plan section SCvi for'. additional narrative relevant to the coordination of local workforce activities with regional; economic development:ectivities. As previously mentioned, the OCDB has the responsibility of overseeing the Comprehensive Economic Development Strategy (CEDS) for the entire county. As such, all of the local workforce activities are aligned with regional economic activities as described in the following strategic activities. DECLARATION: The local planning process includes comprehensive economic strategies as part of the workforce system and ensures that programs are designed to guide the economic growth of an area to create jobs, foster more stable and diversified economies, raise income levels, improve the quality of life, and improve Orange County's overall economic competitiveness. STRATEGY: The OC Local Plan identifies strategies that are in sync with both the OC Regional Plan and the Orange County Comprehensive Economic Development Strategy (CEDS). In addition to coordination of local workforce investment activities with regional economic development activities, the local boards will also promote entrepreneurial skills training and microenterprise services. There are a number of definitions of what qualifies as a small business. Still, the fact remains that most businesses in Orange County are small businesses, with fewer than 100 employees, These businesses are essential to the economic stability, vitality and growth of the county and serve as a principal target for the local boards' services and those of our network of partners, which includes the Orange County Small Business s Cta ec Local Plan 19D-78 `In' df le Goal t: Advance Lives of Red- . Map/Catalog of Red Zone Focused Projects Zone Residents . Survey/Assessment of Red Zone Focused Project Priorities • Career/Skills Develo ment Stand Down for Red Zone Nei hborhoods Goal 2: Provide World -Class . Upskilling regional sector pathways on -ramps Education and Workforce . Promote AJCC's as an access point for regional sector pathway programs Opportunities . Assess the access points to improve customer focused service delivery • Promote career pathways with multiple entry and exit points Create an accessible menu of customizable services available to customers on the basis of their needs, including but not limited to individuals: with disabilities, limited English proficient, with barriers to employment Expand use of work -based learning models to create additional skills development and employment opportunities that align work -based learning with career pathway strategies High Value identified Education and Training curriculum development /improvement initiatives Establish a Red Zone Task Force with specific focus on English Learners access to High Value career pathways Partnership with High Value companies focused on special populations Goal 3: Plan for and Develop . Coordination and integration of core program and mandated services, when appropriate State -of -the -Art Infrastructure . Engage partners in evaluation and development of more efficient business engagement practices . Use recommendation from business partners to develop and/or adapt services to meet the full spectrum of business and lindusby workforce needs Goal 4: Promote Competitive and • Slingshot Initiative- regional project focused on manufacturing and apprenticeships Growing Clusters . Identify key competitive and emerging Industries . Align, coordinate, leverage, and braid resources to support the development of Industry - specific partnerships in targeted high-value sectors • Develop and enhance pre -apprenticeship and apprenticeship ro rams Goal 5: Improve Orange County's . Identify and articulate current and anticipated skill needs of employers Economic Competitiveness • Integrate programs and braid funding streams along career pathways In addition to coordination of local workforce investment activities with regional economic development activities, the local boards will also promote entrepreneurial skills training and microenterprise services. There are a number of definitions of what qualifies as a small business. Still, the fact remains that most businesses in Orange County are small businesses, with fewer than 100 employees, These businesses are essential to the economic stability, vitality and growth of the county and serve as a principal target for the local boards' services and those of our network of partners, which includes the Orange County Small Business s Cta ec Local Plan 19D-78 Development Center (SBOC) and the Santa Ana District Office of the U.S. Small Business Administration. The SBA District Director is a member of the local boards. The SBDC provides consulting services, seminars, workshops, and conferences for entrepreneurs including, but not limited to: financing, comprehensive business strategic assessment and analysis, start-up assistance, strategic planning, and youth entrepreneurship. The local boards will continue to work with the SBA and other network partners to address the workforce development and related needs of small businesses. In addition, representatives of small businesses will provide critical support to the sector partnerships that will drive service planning for the county's priority industry clusters. 3EIL Adult / Dislocated Worker Employment and Training Activities DECLARATION: The economic recession and following recovery caused the local boards and workforce professionals throughout Califomia and the nation to rethink the AJCC/One-Stop system's "standard operating procedures" for preparing workers for employment and connecting them to jobs. As is often the case, we referred to "play books" from a bygone era and found a number of work -based learning or "earn and learn" models that had fallen out of favor over the years. On-the-job training (OJT), customized training and even work experience were promoted as promising opportunities to connect workers with jobs and encourage businesses to bring on board workers they needed to get their companies back on track to a full pre -recession recovery. DOL has made OJT and customized training options more appealing than ever to companies, especially small businesses, as waivers have been granted that effectively increase the level of financial contribution from the WIOA program. STRATEGY: The local boards' current use of employment and earn-while-you-leam training models that serve as an on-ramp for the regional sector pathways Include the following: • Comprehensive Employment Services: Career counseling and tools forjob search preparation including, but not limited to, a full range of assistance to job seekers under one roof, training referrals, job listings, resume assistance, interview workshops on-site employer recruitments, and labor market information. • Sector Strategy: Career pathway education and training programs align with the skill needs of industries Important to the regional or state economies In which they are located, and reflect the fact that employers in the targeted industry sectors are actively engaged in determining the skill requirements for employment or career progression in high - demand occupations. • Stackable Educational/Training Options: Career pathway programs include the full range of secondary, adult education, and postsecondary education options, including registered apprenticeships; they use a non -duplicative progression of courses clearly articulated from one level of instruction to the next; they provide opportunities to earn postsecondary credits; and they lead to industry -recognized and/or postsecondary credentials. • Accelerated/integrated Education & Training: As appropriate for the individual, Career pathway programs combine occupational skills training with adult education services, give credit for prior learning, and adopt other strategies that accelerate the educational and career advancement of the participant. • On -the -Job. Incumbent and Customized Training: Each of the AJCC/One-Stop career centers offers OJT as a training option for job seekers whose occupational interests and/or learning styles are best suited to work -based learning. One - Stop staff are also actively engaged in promoting the benefits of OJT to businesses, providing them with information on the advantages to companies of training workers to their specific skills needs. OJT and other work -based learning activities are among the principal products that the contractor is attempting to sell to Orange County businesses. Much like OJT, WIOA's incumbent and customized training activity provides a means of instructing workers in the precise requirements of a particular business or a group of employers. While customized training programs often include a component that is purely didactic and does not involve hand -on learning or engagement in productive work, it is generally the case that a portion of such training is work -based, during which time participants are being paid. As part of our overall plan to increase the number of participants who successfully complete training programs in priority industries and demand occupations, over the last several years, the AJCC/One-Stop system has continued to increase the number of "slots" planned for OJT and customized training. The resources for developing effective work -based learning programs tied to sector pathways is stronger than ever. • Hybrid Learning Models: Over the last two decades, community college and private postsecondary education programs have increasingly Incorporated "externship" activities as part of traditional classroom training programs, particularly in fields such as medical assisting and other healthcare support occupations in which some hands-on experience in a virtual prerequisite for employment. Generally, these activities are short in duration, meeting the minimum amount of 1901-79 OC Local Plan time to satisfy employer requirements for entry-level new hires. Although, WIOA programs have concurrently offered OJT as a training activity, in very few cases have classroom and work -based training been combined using WIOA resources. Working with Sector Partnerships, the local boards will explore opportunities to connect classroom and work -based training so that the education and workforce systems produce more skilled and versatile workers. Collaboration with Apprenticeship Programs: Santiago Canyon Community College (SCC) is one of the only community colleges in Orange County that offers apprenticeship and journeyman training in various trades. The local boards are currently working with SCC on various projects, including apprenticeship and journeyman training programs, which are listed on the State Eligible Training Provider List (ETPL). More specifically, the local boards have included the Electrician/Construction Wiremen (CW) and Journeyman Carpentry courses at SCC on the ETPL. These Apprenticeship/Journeyman programs are approved and registered Department of Industrial Relations/Department of Apprenticeship Standards (DIRIDAS) apprenticeship programs. The availability of these programs have opened opportunities for the local boards to work with unions and for interested job seekers to take advantage of the programs, The local boards have implemented a project with the International Brotherhood of Electrician Workers (IBEW) that assists eligible adults, dislocated workers and incumbent workers with apprenticeship training, skills upgrade training and support services. The skills upgrade training will help to avert layoffs; Increase employability, maintaining or finding employment; and, possibly, lead to an increase in pay. The training is offered through the Electrician Construction Wireman (CW) program at SCC. The local areas are also in the early stages of planning a similar effort with the Carpenters Union. Moving forward, the local boards are seeking to expand opportunities to effectively partner with approved apprenticeship programs, including pre -apprenticeships. While the building trades offer many of the most recognizable apprenticeship programs, working the Orange County Workforce and Economic Development Network, our sector partnerships and directly with the Orange County Labor Federation, the local boards will complete a scan of apprenticeship compatible occupations within the local labor market and develop a cross -walk of these occupations to apprenticeship programs. Programs associated with promising sectors and demand occupations will receive priority. 38111. Rapid Response DECLARATION: The local boards have refined existing approaches to rapid response and business services so that they are fully transformed into proactive business retention and layoff aversion programs. Over the last two decades the local rapid response programs have assisted tens of thousands of workers displaced from hundreds of companies that ceased operations or experienced significant reductions in their workforce. The local boards have designed and implemented rapid response to be a system that is proactive rather than reactive. With this evolution, the local boards' focus is on layoff aversion and business retention. The local boards actively seek to identify businesses in distress and work with local partners to provide assistance with training, cost reduction, financing and other services that will enable success and help avert closure or layoff. STRATEGY: The local boards adhere to strict operating procedures for rapid response activities, highlighted In the onsite presentation provided by OC One -Stop Business Service representatives who plan and coordinate assistance for employers and workers affected by temporary and permanent layoffs. The law requires the provision of rapid response activities in the event of a disaster, mass layoff, plant closing or other events that precipitate substantial increases in the number of unemployed individuals. The Worker Adjustment and Retraining Notification Act (WARN) offers protection to workers, their families and communities by requiring employers to provide notice 60 days in advance of covered plant closings and covered mass layoffs. To arrange on-site employertemployee visits and Informational sessions, Business Service staff follow the below process: 1. A WARN notice from the State is sent to the local boards and forwarded to the Business Services Rapid Response Coordinator, or an announcement In local news media is identified. Sometimes a human resources representative will contact the REACT coordinator directly. 2. Within receipt of the WARN, the coordinator initiates Rapid Response services by contacting the company representative to set up an appointment to discuss services. After the initial meeting with the company representative, information meeting(s) are scheduled for the affected workers based on the company's needs. 3. The coordinator contacts partners (such as EDD) to find out their availability for participation, as needed, in accordance with the employer's request. 4. At the information meetings, One -Stop Center brochures and other program services materials are distributed to the affected employees. 5. Employees may be referred to the One -Stop Center for enrollment into the WIOA Dislocated Worker Program. IV OC Local Plan 19D-80 Providing a Comprehensive Menu of Services: In order to address the needs of business in distress, the local boards will provide the following as part of our strategic layoff aversion strategy: ✓ . Conducting individual needs assessment of companies "business retention" needs ✓ Assistance with securing tax credits, incentives and cost containment programs ✓ Coordination of utility and technology services ✓ Assistance in accessing public financing programs (local, state and federal) and Industrial Development Bonds ✓ Identification of traditional financing opportunities ✓ Coordination of funding sources, such as the California Employment Training Panel program, that are well suited to providing skills upgrades and retraining of incumbent workers; ✓ Coordinating with educational and job training institutions to satisfy the precise skills needs or one or more businesses ✓ Training (including both traditional and work -based models) for current employees and new workers to make the business better able to compete An example of local layoff aversion strategies in action is a partnership with the California Manufacturers Technology Consulting (CMTC). On behalf of the local boards, the organization links the existing network of business assistance providers In Orange County to local manufacturers, raising awareness of available resources and providing layoff aversion Implementation services. These services have been provided to 15 at -risk Orange County manufacturers that planned to lay-off workers, and it is estimated that 165+ jobs were saved as the results of these efforts. CMTC follows a standard 7 -step plan developed under partnership, which was cited as a best practice in the U.S. GAO publication "Collaborations between Workforce Boards & Employers Helped Meet Local Needs". 3Eiv. Youth Employment and Training Activities DECLARATION: The local boards serve Orange County at -risk youth through in -school and out-of-school WIOA Young Adult Programs. Services delivered to youth include, but are not limited to the WIOA 14 Elements: 1. Tutoring, study skills training, instruction and evidence -based dropout prevention and recovery strategies 2. Alternative secondary school services, or dropout recovery services, as appropriate 3. Paid & unpaid work experiences with academic and occupational education as a component of the work experience 4, Occupational skills training 5. Education offered concurrently with and in the same context as workforce preparation activities and training for a specific occupation or occupational cluster 6. Leadership development opportunities 7. Supportive services 8. Adult mentoring 9. Follow-up services for no less than 12 months after the completion of participation 10. Comprehensive guidance and counseling 11. Financial literacy education 12. Entrepreneurial skills training 13. Services that provide labor market and employment information about in -demand industry sectors or occupations available in Orange County 14. Activities that help youth prepare for and transition to post -secondary education and training STRATEGY: While Orange County's WIOA eligible youth population faces a wide range of barriers to employment and educational attainment due to background and circumstances, their characteristics are broadly representative of those of WIOA eligible youth throughout the state. The local boards' planned services for at -risk youth include the following targets, as percentages of participants served in the WIOA Young Adult program: Homeless r„z 15% , Yquthavlth,Disdblhtie"s . , ' 11i°lo .: Pte hdrit/P.arenM":,. 1`20%' RurfeWa' aYdutHr; Forte ?(outfi 25°/a= Hf h School Dem Out :' .. ; . 20°Zo ` ll Offentle"rs '" 20°/d '. Other,Bafners.: 15% , 19D-81 OC Local Plan Last year, approximately 17% of WIOA Young Adult participants were disabled, 11% were offenders, and 22% were high school drop -outs. The needs for these unique populations are addressed through coordination with Orange County Healthcare Agency, Orange County Probation, and Orange County Department of Education. Youth Service Providers are provided throughout the OC Region to ensure all youth have access to services and are served effectively. Through an open, competitive process, the local boards select organizations with a proven history of performance as service providers for the WIOA Youth/Young Adult Program. The slate of current providers is diverse (including a local city government, a private company, a college and a non-profit organization), bringing a vast reservoir of experience and knowledge to the local youth service delivery system. Current WIOA Young Adult Program service providers are: • City of Santa Ana: Administered by the SAWDB, the Orange County Conservation Corps, Orange County Children's Therapeutic Arts Center, Orange County Labor Federation, and the Santa Ana Public Library provide youth services. • City of Anaheim: Administered by the AWDS, the Orange County Conservation Corps and Taller San Jose Hope Builders provide services to economically disadvantaged youth with education, job training, and transition programs. • Orange County Development Board: Administered by the OCDB, the KRA Corporation, City of La Habra, Saddleback College, and the Orange County Asian Pacific Islander Community Alliance provide workforce services for in -school and out-of-school young adults. COORDINATION WITH LOCAL PROGRAMS AND ACTIVITIES: There are a wide variety of young adult programs and activities in OC that concentrate on addressing the needs of at -risk young adults. The local boards are directly involved with many young adult service organizations in addition to those contracted providers to braid and leverage local resources: • Orange County Department of Education's College and Career Preparatory Academy: An alternative school available to those students for whom traditional school settings are not suitable. The program assesses student learning and achievement; utilizes strategies that ensure all students learn; provides a rigorous, relevant, and realistic curriculum; and gauges multiple measures of success. Young adults in the WIOA program are referred to the Academy and in order to obtain their High School Diploma or GED. • Latino Educational Attainment Program: OCBC's Latino Educational Attainment (LEA) Initiative program was developed to help fill the gaps left by education by assisting Latino parents in learning on how to advocate for their children and to spark the importance of education in Latino neighborhoods. LEA is working to unify the community, students and parents to produce a highly skilled workforce for the future and create neighborhood -based groups that will provide navigational skills to parents in the areas of the 100 lowest -performing schools In the county • Vital Link: Vital Link has developed a series of programs and services that effectively connect business and education in introducing young adults to the requirements of the workplace and to promising careers. • National Retail Foundation (NRF): The local boards have partnered with the NRF to provide training and certification to young adults in Customer Service. The certification is portable and is aligned with the regional workforce needs in Hospitality and Tourism. • Juvenile Justice/Probation: Service Providers do presentations, provide intake and service young adults at juvenile justice centers. Referrals are also received from several juvenile justice and probation centers such as Youth Leadership Academy, Youth Guidance Center, Otto A. Fischer School, and Joplin Youth Center. Young adults gain work experience and participate in work readiness workshops to assist them in developing a positive work ethic to enter the workforce. • Social Services Agency: The Orange County Social Services Agency administers the Independent Living Program (ILP) for eligible youth as young as 17 years of age. ILP services are provided by Orangewood Children's Foundation and the Orange County Children and Family Services Transitional Planning Services Program (TPSP). Service Providers work directly with these organizations for referrals and to supplement services provided by Orangewood Children's Foundation and TPSP to ensure self-sufficiency for foster youth. Youth with disabilities have access to the WIOA Young Adult programs. In fact, Young Adult Service Providers are contractually required to ensure that 15% of their caseload must be young adults with disabilities. The local boards have partnered with the California Department of Rehabilitation to co -locate Vocational Rehabilitation staff in the Garden Grove and Irvine One -Stop Centers to better serve young adults with disabilities. Furthermore, the local boards have a long-standing relationship with Goodwill Industries of Orange County (Goodwill). Goodwill is an expert in serving individuals with disabilities In finding IV W OC Local Plan 19D-82 employment, becoming independent, and supporting themselves and thelrfamllles. Service Providers can connect with Goodwill to ensure young adults with disabilities are served successfully. The Orange County WIOA Young Adult Programs are strongly Influenced by lessons learned locally, best practices from the nationwide workforce development system, and federal and state mandates, policies and guidance. Among some of the most significant changes in the local youth workforce development strategies have been; • A shift to serving a higher percentage of out of school, largely in response to very high unemployment experienced among this population, especially at the height of the recent recession. • Changes in focus of "youth" programs shifting to serving "young adults" who are disconnected from work/learning. • For in-school youth, focusing on services/support to help them graduate and for those you have dropped out, intensifying efforts to reengage them with the education system. • The use of interim assessments to determine aforementioned mid-term accomplishments. • Increases in use and amounts of support services for youth, especially for those with significant barriers to employment, • Greater emphasis on post-program services to promote retention in employment andfor training. • Strengthening connections between youth programs and One-Stops so that young adults have a familiarity with the system and will be at ease accessing One-Stop services as they pursue further training, education and career goals. • Increased training and technical assistance for young adult service providers, • Implementation of a recognition and incentive policy for young adult providers. 3Ev. Coordination of Secondary and Past Secondary Programs with Education & Workforce P1e0,4e.referta DC Regrtlrrel Plan Section 2gv for appficalflenafrativo on fhe coortlinafion oof basreskUls remediation and Lgcal' IamseditorfN,�ldsecjign,Qfofreferencea'�f011detarls", ,,,,, ` } t +_ ` "`' DECLARATION: The local boards' programs function as one mechanism to connect graduating high school students and out of school/disconnected individuals to secondary and postsecondary education opportunities. For those meeting eligibility requirements, referrals to and enrollment in classroom training, work-based learning (e.g. on-the-job training, apprenticeships) and employment opportunities are essential components of the WIOA youth program. Simllar services are available for young adults through the AJCC10ne-Stop system. STRATEGY: Because WIOA funds are limited in amount and access (based on program eligibility), in partnership with education, business, labor and community partners, the local boards participate in planning to identify options and resources to create additional opportunities for individuals to enter training and access services connecting them to training, education and employment. The local boards, the Network, and education partners will coordinate efforts to develop an Implementation plan, The local boards are fully committed to ensuring that the full range of our available resources support this effort. The local boards will leverage the career pathways multiple entry and exit design to coordinate relevant secondary and post-secondary education programs and activities with education and workforce development activities to coordinate strategies and enhance services. The partners involved will braid and leverage services and reference partner MOUs to avoid duplication of services. This integration of education and workforce development will support the creation and growth of skilled workers. Three Essential Features of Career Pathways 2.unmake entry P 1 te ..__.. -I mu np Pn d nwn 1 and laraaran "ll a na i y I 6 wen-e.,s e and 11. a ee.nlnn, ,,eldeni e11PPOlt NRS O. MUIYIPIu exit palma ( �+ ' 19D-83 OC Local Plan DECLARATION: The local boards have developed policies for issuance and coordination of supportive services (which includes transportation). Each Provider is expected to maintain participant budget as per allowable levels of supportive services for tracking issuances. The procedure provides specifics regarding tracking, documentation and review of program issuances, participant budgets and program resources. Bus passes, gas cards and coordination with other agencies who provide transportation services are several methods used to provide transportation. The local policy also allows for assistance with car repairs when economical and effective. STRATEGY: Leveraging and braiding partner support service resources will ensure that individuals receive the support and increase program completion rates. This will involve: coordinated assessment processes, communication between system partners, and coordinated provision of ancillary support services to facilitate program completion by those enrolled in training and education programs/courses. WIOA and the One -Stop system provide the very model for resource sharing among workforce development stakeholders. Whether called leveraging, braiding or sharing, the One -Stop offers programs, services and information to its customers that are funded from hundreds of public and private resources. The model is to service needs of a job seeker, a business or an industry are assessed and resources are assembled from a variety of sources to meet the need. COORDINATION OF THE ADCC SERVICE DELIVERY SYSTEM: Partner and service delivery coordination are defined as commitments agreed upon by the partners and effective immediately, not to exceed 3 years, as prescribed in the MOUs. Periodic modification and review of the MOUS will be used to ensure all AJCC partners continue to coordinate service delivery and contribute their fair and equitable share of infrastructure and other system costs, including the identification of who will fulfill this responsibility to avoid duplication and inefficiencies in the system. Based on local partnership with EDD and the presence of EDD staff at local AJCC/One-Stops are able to provide a strong and effective set of services tojob seekers. EDD and OC One -Stop staff are co -located in the centers, Physical proximity encourages staff to collaborate closely and avoid duplication of services. WAGNER-PEYSER ACT SERVICES; Services provided by EDD staff within the AJCC/One-Stop Centers: Unemployment Insurance- Virtually the full range of One -Stop services are available to UI claimants. However, One -Stop services most closely associated with this group include the following: • UI claimants are first offered general information and access to a UI navigator or help desk to facilitate any questions they mayhave. Customers receive assistance with filing for UI benefits; communicating electronically with UI personnel; transmitting follow-up documents; and use of dedicated UI telephones that enable UI claimants to call from our One - Stop centers or other EDD service locations. • Re-employment services are available specifically for UI claimants who do not register for work in CalJOBS within 21 days of filing for benefits. These claimants are invited to a Personal Job Search Assistance (PJSA) appointment. Customers are provided an orientation to services in the One -Stop, along with a review of their potential eligibility under UI's California Training Benefits Program for those who wish to pursue training while receiving UI benefits. • UI claimants who appear to fit the WIOA profile of "dislocated worker" and are likely to exhaust their UI benefits due to limited labor market opportunities in their field are invited to an Initial Assistance Workshop within the first four weeks after fling their claim. These Individuals are provided services similar to those offered to PJSA clients, except they must also select a follow-up reemployment service that must be completed within a specific period of time. • Re-employment Assistance workshops are part of a mandatory service provided to long term UI clients as a result of the "Middle Class Tax Relief and Job Creation Act of 2012." Services under this legislation are provided for long term UI recipients who need to be reintroduced to the One -Stop and its services. A review of the UI client's job search efforts are also part of the activity, Customers are also directed to re-engage in reemployment services related to job preparation, referrals to training or networking via 'Experience Unlimited" for those that meet its eligibility criteria. fog L" OC Local Plan 19D-84 Trade Adiustment Assistance (TAA) Allowances and Special Assistance- EDD representatives available through the One -Stop provide assistance to job seekers in the TAA target group. Eligible workers who qualify for TAA receive Trade Readjustment Allowances (TRA) benefits and may also be eligible for the Health Coverage Tax Credit program. TAA participants are provided with ane -on -one assistance in order to ensure their eligibllity for the program. Staff also help file petitions to U.S. DOL for TAA Certification for a group of three or more affected workers. TAA participants undergo an eligibility review process, which consists of an assessment to determine if they have sufficient skills to re-enter the labor market. The TAA Case Manager ensures that the effective use of training resources (such as WIA) or other eligible programs within their local One -Stop are utilized to support reemployment. The program Itself assists workers to regain employment through the use of a full range of services via the One - Stop and, if needed, provides classroom and/or on -the -jab training, job search and relocation assistance allowances. The TAA Case Manager ensures that the TAA client maintains UI benefit eligibility and that clients file for extensions to their UI claims, as needed, in order to continue to receive benefits through the completion of the approved training program. DECLARATION: Input from education stakeholders was instrumental in the development of the plan and is interspersed throughout the plan's goals and objectives, particularly with regard to basic skills remediation and processes involved in the development of career pathway programs in targeted industry sectors. The local boards have had long standing, effective relationships with Adult Education partners in the Orange County Region. The Rancho Santiago Consortium, South Orange County Regional Consortium, North Orange County Regional Consortium, and Coast Consortium facilitate educational services that provide basic literacy and Adult Education services to address the goals and objectives of both state and national resources and professional staff to maintain the partnership between all One -Stop Centers and the district's Title it Adult Education program. The local boards have engaged Adult Education partners in the development of the regional and local plans and as such, the coordination of Title I and Title it activities is woven throughout both plans. STRATEGY: Many of the following Title II Adult Education goals directly align with WIOA Title I Adult, Dislocated Worker and Youth services. Coordination of activities include: 1. Assisting adults to become literate and obtain the knowledge and skills necessary for employment and economic self- sufficiency; 2. Assisting adults who are parents or family members to obtain the education and skills that: a. Are necessary to becoming full partners in the educational development of their children; and b. Lead to sustainable improvements in the economic opportunities for their family; 3. Assisting adults in attaining a secondary school diploma and in the transition to postsecondary education and training, through career pathways; and 4. Assisting immigrants and other individuals who are English language learners in: a. Improving their reading, writing, speaking, and comprehension skills in English; and Mathematics skills b. Acquiring an understanding of the American system of government, individual freedom, and the responsibilities of citizenship. Education agencies were among the most widely represented stakeholder groups at these events, including the following school and colleges from all levels of education and training. Furthermore, the following Adult Education Providers have developed and signed an MOU with the OC REGION to solidify coordination efforts: • Rancho Santiago Community College District • Saddleback College • North Orange County Community College District • Boat People SOS • Coastline Community College District • Garden Grove Unified School District • Huntington Beach Union High School District TITLE 11 APPLICATIONS: The local boards will carry out the review of local applications submitted under Title II to determine whether such applications are consistent with the local plan and accordingly make recommendations to the eligible agency to promote alignment with the local plan. The local boards' application review process includes: 119 M 19D-85 OC Local Plan I . Submission of the applications to the local boards for review of consistency with the local plan within the appropriate timeframe. Only appointed board members who do not have a conflict of interest as defined in WIOA section 107(h) are allowed to participate in the review of the Title II applications, 2. An opportunity for the local boards to make recommendations to the eligible agency to promote alignment with the local plan, to which the eligible provider demonstrates alignment between proposed activities and services and the strategy and goals of the local plan. 3. Evaluation of the applications include: I. Making sure that administrative cost limits are not exceeded I. Emphasis on alignment with local plan and process to determine alignment 4. The eligible agency must consider the results of the local boards' review in determining the extent to which the application addresses the required considerations to be responsive to serving those individuals identified in the local plan as needing adult education, combined with local plan requirements to serve individuals with barriers to employment will result in better access to education and training for all Individuals with barriers to employment. Application content must include how applicants will provide services in alignment with local plan, including promoting co - enrollment programs under Title I: Information and assurances as How funds will be spent How it will fulfill one-stop partner required by eligible agency res onsibilities How it will fulfill one-stop partner Describe cooperative Address required considerations responsibilities arrangements Documentation of activities related to How it will provide services to How it will meet adjusted levels of local board review meet needs of eligible individuals performance and collect performance data ESTABLISHING DEMONSTRATED EFFECTIVENESS: An eligible provider must demonstrate past effectiveness by providing performance data on its record of improving the skills of eligible individuals, particularly eligible individuals who have low levels of literacy, in the content domains of reading, writing, mathematics, English language acquisition, and other subject areas relevant to the services contained in the State's application for funds. An eligible provider must also provide Information regarding its outcomes for participants related to employment, attainment of secondary school diploma or its recognized equivalent, and transition to postsecondary education and training. NOT PREVIOUSLY FUNDED PREVIOUSLY FUNDED Provide data on past effectiveness in serving basic skills deficient eligible Individuals Provide performance data Include evidence of success In achieving outcomes Content domains reading, writing, mathematics, English language acquisition, and other sub acts Attainment of secondary diploma Tracking transition topost-saconda Tracking employment 3Efx Services for Limited English Proficient Individuals Please refer fo'OC Regrbnal Plari �Secfjon 26v for;apalysrs of Ehglishaenguage workforce development achvifres m Orange` County This analysis includes demdgwdj{hrc and pop'plation trenddata as we(Gasworkforce activrhes/service plansorEnglish- languagelearn'ers.Servioesforrntlividuals`with`limifed.Englisli.prpficiencyareialsorefeeTcatlin/ocel,plansLetion3Cc. DECLARATION: Orange County has been identified as a regional planning unit with 15% or greater limited English Speaking residents and as such have included a description of the services that will be provided to limited English proficient individuals as part of services to individuals with basic skills challenges. STRATEGY: Please note, services for individuals with limited English proficiency are also referenced previously in local plan section 3Ci, for individuals with basic skills challenges and barriers to employment. Adult education partners will play a key role in providing services for English Language Learners for the local workforce system. Activities will include, but not be limited to: • Evaluation of current programs and capacity • Committing to adopt English language proficiency standards that correspond to college and career -ready standards N ^4 . OC Local Plan 19D-86 • Developing and administering regionally aligned assessments • Supporting collaboration between workforce and education partners/stakeholders • Assist participants in obtaining literacy and basic skills for employment and transition through career pathways 3F. GRANTS AND GRANT ADMINISTRATION 3Fi. Grant Administration — Disbursal The OCDB is designated by the Orange County Board of Supervisors, chief local elected official, to serve as the local board and as the fiscal agent responsible for the disbursal of grant funds. Similarly, the City of Santa Ana serves as the fiscal agent for the SAWDB and the City of Anaheim serves as the fiscal agent for the AWDB and bears responsibility for the disbursal of grant funds. WIOA Section 107(d)(12)(B)(1)(lll) states that the entity responsible forthe disbursal of grantfunds is the local grant recipient or an entity designated under sub -clause (II) to disburse the grant funds for workforce investment activities at the direction of the local board, pursuant to the requirements of the of this title. The local grant recipient or entity designated under sub -clause II shall disburse the funds immediately on receiving such direction from the local board. Vii. Grant Administration — Competitive Process DECLARATION; Consistent with EDD Directive (WSD16-14), the local boards subscribe to a competitive process that is used for the selection of AJCC Operators and Providers to award the sub -grants and contracts for WIOA Title I Activities. STRATEGY: Effectively all procurement and selection of one-stop operators and service providers is a result of a competitive procurement process that meets WIOA requirements and expectations. Sub -grants and contracts are procured through formal procurement policy processes, as outlined in a Contract Policy Manual (CPM). The purpose of the CPM is to govern all procurement, purchasing, and contracts. The local boards have established procurement policies and procedures in compliance with Federal and State laws and regulations. The local boards utilize a competitive Request for Proposals (RFP) process to award sub -grants and contracts for WIOA Title I activities. In order to ensure that appropriate firewalls are in place, the RFP process is handled by the City or County's Contract Development & Management (CDM) departments. The process begins with a public notice and is posted on the BidSync website to initiate and track the RFP. Submissions are reviewed by an evaluation committee comprised of three (3) or more members who have no conflict of interest with the selection process. The selection of sub -grants or contracts will be made to the responsible proposer whose proposal best meets the local boards' requirements as determined by the evaluation committee. The selection is presented to the committees of the local board and later to the respective chief local elected officials for final approval. Lastly, the contract between the local boards and the winning proposers are drafted to include all local and Uniform Guidance requirements. The current OCDB One -Stop Operator was competitively procured through the County of Orange/ Orange County Community Resources most recent Request for Proposals- "Comprehensive/Satellite One -Stop Centers and Business Services" (Bid # 012629322) through a competitive process that occurs at least once every four years. The Anaheim WDB and Santa Ana WDB both approved a current request to continue services for Dislocated Worker, Adult, and Youth services. The local boards will collaborate on a collective procurement and release a new Request for Proposals (RFP) in October, 2017 for One -Stop Operator and services beginning in FY 20%2019. 3G. PERFORMANCE GOALS ;W1� `��� offal P.la�'i, Regu�re�n�nt, /,i) yRegtanglF�a��ijgg�! ,n1P co>l�gtr�rfarmar�ee�evo'�iatt�nswv�t�h-� �o�: 3Gi. Negotiated Performance Goals Consistent with WIOA Section 116(c), the following local performance goals for Program Years 2016.17 and 2017-18 were negotiated with the State. Performance negotiations were done jointly with the local boards and through a regional call with the State on September 1, 2016. 19D-87 00 Local Plan ADULT DW YOUTH EmpioymentofplacementRate' °4ta-i 68.0% 71.0% 604% Quarter After Exif ' e Employment or Placement Rate 65.0% 68.0% 57.4% 2nd QuarterAfter Exit $5,157 $7,523 BASELINE Employment or Placement Rate 62,5% 66.5% 59.2% 411rQuarterAfter Exit $4,957 $7,308 BASELINE Median Eamlggs ' DECLARATION Guided by State draft directive WSDD-149 issued on August 3, 2016, the PY 2016-17 and PY 2017-18 performance goals of the local boards consider the DOL -approved state level goals, available state -level and local performance information and resources, as well as the local service delivery strategies. Credential Attammenfwithin 4 46,0% 60,0% qg.0% Quarters After Exit, ADULT DW YOUTH a M EmpioymentofplacementRate' °4ta-i 68.0% 71.0% 604% Quarter After Exif ' e ,2nd Employment o ate 65.5% 69.5% 62.2%Plecementt2 4t OuarlerAH er Exit $5,157 $7,523 BASELINE Median Eamings ' " CredentialAti°inmenfwitfiin4 ,•; ,'� 48.0% 63.0% 480% (1uaternATter xit DECLARATION Guided by State draft directive WSDD-149 issued on August 3, 2016, the PY 2016-17 and PY 2017-18 performance goals of the local boards consider the DOL -approved state level goals, available state -level and local performance information and resources, as well as the local service delivery strategies. STRATEGY: These are the baseline goals that will guide the local boards in measuring its overall local performance and of its WIOA sub -recipients and contractors. A FEDERAL HIGH PERFORMANCE BOARD EFFORTS IV CID OC Local Plan M O i The State law requires the State Board to implement additional standards for certifying high -performing (HPB) Local Boards. In order to be considered eligible for HPB certification, a Local Board is required to meet all regional planning requirements of the federal law and State Plan. The OC Region local boards have met and exceeded both federal and state criteria, as prescribed. The OCDB, AWDB, and SAWDB are currently certified as a high -performing local boards. State issued local planning guidance states that under state law, the next certification for HPB status will take place midway through the implementation of WIOA regional and local plans in 2019. Specifically for this local plan, the state guidance asks for relevant local plan content with regard to how Local Boards will assess the effectiveness and continuous improvement of AJCCs (which is described in local plan section 2Di) as well as compliance with state -issued AJCC policies specified in all policy directives pertaining to AJCCs including the following: WIOA Adult Program Priority of Service and WIOA Memorandums of Understanding Phase I and II. WSD15.14: WIOA ADULT PRIORITY OF SERVICE Local boards have policy and procedures regarding Priority of Service. The application of priority is as follows: Group 1: Veterans and eligible spouses who are economically disadvantaged adults (i.e. recipients of public assistance and other low income individuals) or individuals who are basic skills deficient. Group 2: Economically disadvantaged adults or individuals who are basic skills deficient. Group 3: Veterans and eligible spouses who are not economically disadvantaged or are not basic skills deficient, Group 4: Individuals such as Older Workers (55 and older), former Foster Youth, individuals with disabilities, school dropouts, and offenders. These individuals are not economically disadvantaged or not basic skills deficient. Group 5: Underemployed workers who fall within Groups 1 through 4 and who are in need of WIOA services. Individuals who are underemployed may include: o Individuals employed less than full-time who are seeking full-time employment; o Individuals who are employed in a position that is inadequate with respect to their skills and training; o Individuals who are employed and who meet the WIOA definition of a low-income individual; o Individuals who are employed, but whose current job's earnings are not sufficient compared to their previous Job's earnings from their previous employment, per State and/or local policy. WSD14.12: WIOA PHASE I MEMORANDUMS OF UNDERSTANDING Phase I MOU copies can be found in the appendix. Phase I- Service Coordination: Agreement between the local boards and their respective AJCC system operators and W10A required partners to address service coordination and collaboration. The local boards have executed Phase I MOUS with all of the required partners in the local area prior to June 30, 2016 as described in section 3Dv and attached in section 30. WS0-151: WIOA PHASE 11 MEMORANDUMS OF UNDERSTANDING Phase II MOU draft can be found in the appendix Phase II- Shared Resources and Infrastructure Costs: Building upon the MOUs established in Phase 1, addresses how to best support established service delivery coordination through the sharing of resources and joint Infrastructure costs in order to functionally and fiscally sustain regional service coordination by establishing administrative cost arrangements. The local boards are on target with the development and execution of Phase II MOUs with all of the required partners in the local area prior to June 30, 2017 as described in section 3Dv and attached in section 30. Status update for Phase 11 MOUS adheres to the following deadlines included in EDD Directive WSD16-09. (Timelines will be revised as the State releases updates). • January 4, 2017 Local Boards submit progress report/timeline to Regional Advisors. • March 1, 2017 Local Boards that do not anticipate reaching consensus on infrastructure costs alert the State Board if state funding mechanism needs to be triggered and submit supporting documentation. • May 1, 2017 Governor and Superintendent of Public Instruction notifies Local Boards of AJCC partner contributions under state funding mechanism (if triggered). June 30, 2017 Local Boards submit hard copies of completed Phase II MOUs to Regional Advisors, 31. TRAINING ACTIVITIES DECLARATION: Following Section 134 of Workforce investment and Innovation Act (Act), the local boards implemented new policies to offer training allowable under the Act. The policy allows AJCC/One-Stop Sub -recipients to serve eligible Adult, n 19D-89 OC Local Plan Dislocated Workers and Youth with training options including Individual Training Accounts (ITA), On -the -Job Training (OJT), Customized Training, Incumbent Worker Training (IWT) and Transitional Jobs based on assessments and an Individual Employment Plan (IEP) or Individual Service Plan (ISP). STRATEGY: The local boards have developed Individual Training Accounts (ITA) systems to encourage and promote sector pathways that lead to self-sufficiency. Once participants determined eligible and suitable fortraining, they are Issued an ITA for programs included on the Approved Training Partner Directory (ATPD). All training programs on the ATPD have an existing contract with the local boards to expedite training. Should a participant desire training on the Eligible Training Provider List that is not listed on the ATPD, the local boards will work with the Training Provider to execute a contract. Training programs are provided both online and in-person. The local boards review and approve training providers' ATPD eligibility which include Bureau for Private Post -Secondary Education (BPPE) approval or Western Association of Schools and Colleges accreditation, the institution's ability to operate and performance placing previous students in training -related employment. The ATPD is released and renewed monthly, The AJCCIOne-Stop Staff and the client decide togetherthe best option for their training towards from the ATPD. All training must lead to an industry recognized certification, credential, or degree upon completion. Training Providers are held to strict performance measures created by the local board including: Entered Employment Rate, Training -Related Employment Rate, and Training -Related Hourly Wage. If any training course does not meet the performance requirements, they are removed from the ATPD and will no longer receive referrals for training unless the provider can demonstrate success. Training services may be provided if staff determine, after interview, evaluation, assessment, and career planning, that the individual: • Is unlikely or unable to obtain or retain employment, that leads to economic self-sufficiency or wages comparable to or higher than wages from previous employment through career services alone; • Is in need of training services to obtain or retain employment that leads to self-sufficiency or wages comparable to or higher than wages from previous employment, through career services alone; and • Have skills and qualifications to successfully participate in the selected program of training service. During the Workforce Investment Act to WIOA transition, local boards processed and executed training contracts with Training Providers that offered local in -demand programs. Currently over forty-five (45) training providers are under contract to participate and receive ITA referrals. Contracts may be extended to June 30, 2019 to assure that there is a consistent ITA process and availability, and avoid discontinuation and earlier expiration of contracts. The ATPD Training Providers represent a balanced group Private -For Profit Institutions, Community Colleges, Public Schools, University Extension and Private Non -Profit Schools. The ATPD lists over 300 eligible programs and providers. One -Stop clients and staff can compare costs, locations, training length from similar programs available on the ATPD. Programs are evaluated based on meeting local demand, average wage standards and ETPL criteria. The State Eligible Training Provider List (ETPL) Policy and Procedures sets the guidelines for local area to follow the State's Minimum Standards for Provider and Program eligibility. The ATPD list will be expanded to meet the region's current needs and to ensure costumer choice and reflect priority sectors in the county such Manufacturing, Information Technology, Healthcare and Tourism. Program offerings vary from classroom, online or a combination of both. In the past year, over three hundred ITA vouchers were made available to eligible WIOA clients in the region. Clients are able to choose programs based on their training needs and desired future careers. U PUBLIC TRANSPARENCY, ACCESSIBILITY, AND INCLUSIVITY INFORMATION PUBLIC COMMENT: In compliance with WIOA Section 108(4), prior to the submission of the local plan to the state, the local boards have made available copies of the proposed local plan to the public electronically on their websites and through other means, such as public meetings, and local news media to allow members of the public, including representatives of business, representatives of labor organizations, and representatives of education, and the community at large to submit to the local board comments on the proposed local plan. The local boards provided no more than a 30 -day public comment period on the local plan before its submission to the Governor to receive feedback from the community on the aspects, direction, and planned activities of the local boards. Section 3S Includes a summary of public comments (EDD Directive Reference- Attachment 8) received that expressed disagreement with one or more features of the plan with concerns further explained or addressed. ENGAGEIAENT OF STAKEHOLDERS PLANNING PROCESS W j OC Local Plan 19D-90 Please refer.to OC Regional Plan Section 2Aii for a description of the how and which groups were contacted and invited to participate in both planning efforts and the public comment process. The local boards extended local outreach efforts to include stakeholders and CBOs representing the individuals from target populations Including those groups who have experience serving or working with high -need and historically disadvantaged communities such as farmworkers, ex -offenders, those who are limited English proficient, out of school and/or disconnected and foster youth, including former foster youth, as described in the Regional Plan. COMPLIANCE WITH PHYSICAL AND PROGRAMMATIC ACCESSIBILITY AidD INCLUSIVITY The local boards complied with physical and programmatic accessibility requirements for individuals with disabilities by providing information for special assistance to participate in public meetings, call (714) 480.6500 or the TDD at (714) 834.7163. Special accessibility needs were requested to be made 48 hours in advance to allow the local boards to make reasonable arrangements to ensure accessibility to public meetings. (28 CFR 35,102.35.104 American Disabilities Act Title II). The local boards give due consideration to the language needs of the communities within the OC REGION jurisdiction and has ensured accessibility and outreach to include these communities. Interpreters are available upon request to facilitate access and inclusivity for limited English proficient communities. Public meetings have been held at multiple times and various locations throughout the county to allow a diverse range of Individuals and organizations to attend. Materials are available for translation, including electronic communications and invitations, in other languages where appropriate. X COMMON INTAKE AND CASE MANAGEMENT EFFORTS CURRENT PROCESS: The current intake/eligibility process begins with an orientation which provides an introduction to WIOA and the mission and goals for the AJCC. Interested participants are given information about the services and programs that are available, co -located partners, locations of AJCCs within the county, paperwork and eligibility requirements for enrollment, workshops, available accommodations, equal opportunity and participant responsibilities. Group orientations are offered three to four times per week, and ane -on -one orientations are available daily at the request of a participant. The "Career Consultant of the Day" may also provide information to clients while assisting them in the Resource Room. Orientations are typically facilitated by staff from Title I, Title III, and other co -located partners. The Career Consultants determine suitability and eligibility for WIOA enrollment, Enrollment will occur upon completion of eligibility. Once enrolled, participants will be assigned a Career Consultant/Case Manager. Although each participant is assigned to one CareerConsultant/Case Manager, case management is not a stand-alone activity, there is a collaboration across programs and systems with a client -centered approach to address barriers to employment, develop Individualized employment plans and activity timelines, determination of supportive services and/or training needs, provide job and career counseling, assist with placement and provide any needed follow-up services after the participant is employed. Communication across systems is facilitated through the primary assigned Career ConsultantiCase Manager. All participant activity is tracked in CalJobs. Internal Monitors track all co -enrollments and coordinate with Career Consultants to avoid any duplication of services. To provide complementary services, Adult and Dislocated Workers may be co -enrolled with other programs such as Wagner-Peyser, Trade Agreements Act (TAA), Senior Community Service Employment Program (SCSEP), CalWORKS, Veterans Employment - Related Assistance Program (VEAP), and National Emergency Grants (NEG) and other discretionary programs. Using the grant codes provided by OC REGION, client records are coded accordingly to ensure that activities are added, closed and updated in a timely matter following established internal protocols. The local AJCCs utilize California's internet-based job and case management system, CaIJOBS. CalJOBS allows Orange County WIOA and AJCC partner staff to conduct intake and provide case management through an integrated, technologically - enabled platform. Both WIOA Title I and WIOA Title III Wagner-Peyser OC AJCC staff are trained to use CaIJOBS. As CaIJOBS contains both WIOA Title I and WIOA Title III information, data -sharing and coordination of efforts are streamlined. For example, staff are able to view services that are being provided to participants in WIOA, Wagner-Peyser and TAA programs. This data integration also allows for tracking and reporting of co -enrolled individuals across these programs. Furthermore, through the use of the Generic Program In CaIJOBS, the local boards have the ability to set up additional programs in the system that are party to the State Plan. Finally, other AJCC partner staff have the opportunity to use CalJOBS to better assist clientele and view services being provided, resumes, and job leads. M 19D-91 OC Local Plan DECLAP,AINON: Complete integration of data sharing across all system partners are somewhat contingent on state -led data - sharing and coordination efforts between core programs, nevertheless, the local boards are committed to ongoing evaluation and discussion to create cross -system data -sharing processes to better track participants and assess the value of workforce system investments. STRATEGY: OC REGION effort to support and increase common intake integration will include plans for: • Evaluate and update guiding policy document Cross -train staff members across Conduct 360 process review k• for integrated intake systems Create teams based on function not program Define and update referral procedures Design a consistent customer flow ri-ll3}I yl l6l�.�nzWM�WC_ `A 4'A.i:. ,r Evaluate MIS ability to integrate data from multiple partners/systems Assess linkages between existing MIS systems/ partners Validate and implement comprehensive assessment tools and process W.1 W. US DOL ampovma�taTremme nammiairenon Implement cross -system confidentiality agreements..._, Determine the appropriate combination of services for the participant to achieve their Create and implement processes to support smooth transition to each step of the employment plan Identify distinction between short term and long term planning employment goals X. OTHER MISCELLANEOUS REQUIREMENTS 3Lt. Title II Program Applicants Through its long-standing relationships with Adult Education and Title II programs in the region, the local boards continue to work collaboratively with the Adult Education community. Adult Education partners were involved in the core writing team for the local and regional plans. As part of the planning and development process, the Title II program applicants were able to contribute and review the local and regional plan, A goal of the local boards is to tactically align its workforce development programs to ensure that training services provided by the core program partners, including Title II programs, are coordinated and complementary so job seekers acquire skills and credentials to meet employers' needs. By aligning programs, Title II programs and the local boards shall work together in developing Title II applications for funding. The local boards will make recommendations to eligible agencies to promote alignment with the local plan. For example: one appropriate and efficient use of WIOA funds for serving participants who need/desire to finish their secondary education and/or improve their English skills is to leverage Title II WIOA funds. Braiding the Title II funds and services with Title I WIOA funds and services for Individualized Career Services and Training Services would contribute to the development of a career pathway system with multiple entry and exit points. Collaboration and participation in the regional and local plan development, confirmed support from the Adult Education Block Grant Consortiums to make their career technical education (non-credit) pathway courses available concurrently for students pursuing a High School Equivalency Test or Diploma, and/or receiving advanced ESL instruction when appropriate, so as to assist with the OC Local Plan goals for Adult and Out of School Youth programs emphasis on supporting an educated and trained workforce. All students in Title II funded Adult Education ABE/ASE programs who can provide a valid form of identification may qualify as basic skills deficient under WIOA Title I programs and may meet the priority eligibility requirements for adult career and training services in both the Adult and Out -of -School Youth programs. Per the Memorandum of Understanding between the local boards and the partner agencies, which all of the AEBG consortia Members receiving WIOA Title II funds have signed, there is agreement that the most appropriate and efficient use of WIOA Title II funds is to serve participants who need or desire to finish their secondary education and/or Improve their English skills and then to use Title I WIOA funds to support Individualized Career Services and Training Services. According to the MOU, W W 00 Local Plan 19D-92 Orange County's AEBG consortia will work with the local boards to develop a process for staff to receive appropriate training as well as work with appropriate contacts at the AJCC to register students with training or employment goals for the purpose of enrollment in the WIOA Adult or OSY programs. When appropriate, this may be accomplished through co -location of adult education programs and AJCC staff and services. There are many possibilities for both the local boards and AEBG consortia to leverage resources to better serve individuals in the Orange County region. By working together there is potential to significantly expand the number of participants that the local boards can effect in both Adult and OSY programs as well as those served by the AEBG consortia. 3Lii. WIOA Section 134(cl(3)(E) — Priority of Service Requirements The local boards adhere to the requirements for priority of service regarding adult career and training services. Policy was developed using the EDD Workforce Services Directive WSD15.14 dated January 22, 2016 and the WIOA regulations. The policy is subject to change based upon further guidance from the Department of Labor. Per the local boards' WIOA Adult Program Priority of Service Policy, priority is given to veterans, recipients of public assistance, other low-income individuals, and individuals who are basic skills deficient. Priority of service is established at the time of eligibility determination and does not change during the period of participation. AJCC operators' staff have been trained on priority of service requirements and must document all barriers of employment to accurately measure populations served within the AJCC system. Partner agencies have also been notified of the priority of service requirements. For example, the local boards work closely with WIOA Title II Adult Education programs to recruit, identify, and serve recipients of public assistance, other low-income individuals, and particularly those Individuals who are basic skills deficient. OC REGION WIOA ADULT PROGRAM PRIORITY OF SERVICE POLICY (15.00WDB-07) SUMMARY As stated in the WIOA Section 134(c)(3)(E), with respect to Individualized career services and training services funded with WIOA adult funds, priority of service must be given to recipients of public assistance, other low-income individuals, or individuals who are basic skills deficient. Priority of service status is established at the time of eligibility determination and does not change during the period of participation. Priority does not apply to the dislocated worker population. Veterans and eligible spouses continue to receive priority of service among all eligible individuals; however, they must meet the WIOA adult program eligibility criteria and meet the criteria under WIOA Section 124(c)(3)(E). As described in TEGL 10-09, when programs are statutorily required to provide priority, such as the WIOA adult program, then priority must be provided in the following order: • Group 1: First priority must be given to Veterans and eligible spouses who are also Economically Disadvantaged Adults (Le. recipients of public assistance and other low income individuals) or individuals who are basic skills deficient. • Group 2: Second priority must be given to Economically Disadvantaged Adults (i.e. recipients of public assistance or other low income individuals), or Individuals who are basic skills deficient. • Group 3: Third priority must be given to Veterans and eligible spouses who are not economically disadvantaged (i.e. not recipients of public assistance or identified as low income individuals) or are not basic skills deficient. • Group 4: Fourth priority is given to other Individuals such as Older Workers (55 and older), former Foster Youth, the Disabled, School Dropouts and Offenders who are not economically disadvantaged (i.e. not recipients of public assistance or not identified as other low income individuals), or not basic skills deficient. • Group 5: Fifth priority is given to the underemployed workers who do fall within Groups 1 through 4 and who are in need of WIOA individualized services. Individuals who are underemployed may include: • Individuals employed less than full-time who are seeking full-time employment; • Individuals who are employed in a position that is inadequate with respect to their skills and training; • Individuals who are employed who meet the definition of a low-income individual in WIOA Sec. 3(36); and, • individuals who are employed, but whose currentiob's earnings are not sufficient compared to previous earnings the OC Regional Plan are Some local plan content requirements may be addressed in the comprehensive OC Regional Plan whenever there is a shared regional responsibility and as such, narrative in the OC REGION Local Plan response may simply indicate and reference the way local services and operations are integrated into broader RPU regional efforts in these areas, as developed in consultation with required planning partners. A summary of portions of the local plan that are being addressed G9 4P 19D-93 OC Local Plan in the narrative content of the regional plan are identified in the table below accordingly, These sections should not be scored as part of the local plan and should be subtracted from the total possible points available on the scoring matrix. 1 Oran eCount Re Tonal PlanningUnit Cover Pae PREVIOUSSECTION 2 Re lona- Plannin Units RPU Regional Plan PREVIOa39EGTION Reamnalpran "' 2-t^Y ���, � �¢�•� F W!f A. Local Board Vision, Goals, and Strateeptoo-pig $,-' ?Allgp aviLhegragak dC B. Local Plan Alignment to Implement State Plan Policy 5e�?At fz acnditt�t�Y Strategies f dai11= �. , •:. �x k C, Specified Services and Service Delivery Strategies $e tI oke' lu, iD ��E=t theaotlrt�;'re�onaJ D. America's Job Centers of California Saofl 2E: a pfi�c�blee p16�tty efrtegies E. Specific Programs, Populations, and Partners F. Grants and Grant Administration G. Performance Goals H. Federal High Performance Board Efforls .STtI a a I. Training Activities" - J. Public Transparency, Accessibility, and Inclusivitys bnnF Sehc�i t gag@den K. Common Intake and Case Management Efforts„ L. Other Miscellaneous Information Requirements: (Title II, Priority of Service, Local Plan portions being , handled in content of the Regional Plan)e_ -----END OC REGION LOCAL PLAN NARRATIVE----- ATTACHMENTS CAN BE FOUND IN THE FOLLOWING APPENDIX SECTIONS r= fi r: S OC Local Plan 19D-94 g� Employment WORKFORCE SERVICES Development EDD Department �I����� V G State of California Number:WSD15-17 Date: February 24, 2016 69:175:rc TO: WORKFORCE DEVELOPMENT COMMUNITY SUBJECT: CALIFORNIA WIOA REGIONAL PLANNING UNITS EXECUTIVE SUMMARY Purpose This policy officially identifies California's regional planning units. Scope This directive applies to all Local Workforce Development Boards (Local Boards) and their chief elected officials (CEOs). Effective Date This directive is effective on the date of issuance. REFERENCES • Workforce Innovation and Opportunity Act (WIOA) (Public Law 113-128) Sections 106(a) and (c) STATE -IMPOSED REQUIREMENTS This directive contains only state -imposed requirements. FILING INSTRUCTIONS This directive finalizes Workforce Services Draft Directive WSDD-116, issued for comment on April 30, 2015. The California Workforce Development Board received 28 comments during the draft comment period. These comments resulted in changes to the directive, A summary of comments is provided as Attachment 5. Retain this directive until further notice. I 1 The EDD is an equal opportunity employedprogram. Auxiliary aids and services are available upon request to Individuals with disabilities. 501 Sacramento CA Page 1 of 3 Exhibit 3 1901-95 .gov BACKGROUND The WIOA Section 106 includes a requirement that the Governor identify planning regions in the state and enumerates specific elements that must be considered as part of this process. The purpose of identifying regions is to align workforce development activities and resources with larger regional economic development areas and available resources to provide coordinated and efficient services to job seekers and employers. The WIOA also requires the Governor to consult with the Local Boards and CEOs in the Local Workforce Development Areas (Local Areas). POLICY AND PROCEDURES Local Board placement in regional planning units is based primarily on the location of WIOA client populations and the way these populations fit into regional economies as defined by economic data including commute patterns, industry composition, labor markets, geographic location, and transportation infrastructure. Boundaries of the proposed regional planning units were largely set by giving weight to the foregoing economic data and by starting with regional economic market boundaries drawn by the Employment Development Department's Labor Market Information Division (LMID). These regional economic market boundaries were then modified to take into account the number of Local Areas in a region, the size of the area covered, and the boundaries and planning regions of existing regional workforce consortia. In addition, the following principles and other considerations were also applied to initially develop the boundaries of regional planning units: Principles • Local Boards will only be required to plan in one regional planning unit. • Local Boards will always plan in the macro -regional economic markets where the majority of their populations are located. • Regional planning units respect the existing administrative boundaries of counties and Local Boards. • Regional planning boundaries provide some deference to existing planning relationships provided that Local Boards plan inside the macro -regional economic market where the majority of their populations reside. • Regional planning units carved out of larger regional economic markets correspond, as much as possible, with the boundaries of sub -regional economic markets. Other Considerations • Regional planning unit boundaries are typically consistent with or nested inside the historical economic development area boundaries determined by California's nonoperational Economic Strategy Panel. Page 2 of 3 19D-96 • An examination of the location and number of Adult Education providers in the Adult Education consortia was undertaken to ensure that there were a sufficient number of providers in each regional planning unit. ACTION Bring this guidance to the attention of all concerned parties. INQUIRIES If you have any questions regarding this directive, contact Daniel X. Patterson at Daniel.PattersonC@cwdb.ca.goV or 916-657-1446. /S/ JOSE LUIS MARQUEZ, Chief Central Office Workforce Services Division Attachments are available on the internet: 1. Regional Planning Units 2. Map of W10A Regional Planning Units 3. Regional Planning Unit Methodology 4. Map of LMID Economic Regions and Subregions for Regional Economic Analysis Profiles S. Summary of Comments Page 3 of 3 19D-97 This page intentionally left blank. 19D-98 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: CONTRACT AWARD TO OFFICE DEPOT FOR OFFICE SUPPLIES (SPEC. NO. 17-029) (STRATEGIC PLAN NO. 7, 5E) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F.11 11 :2 00514 ❑ As Recommended ❑ As Amended ❑ Ordinance on1s'Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO �I��gllldil3�I Award a contract to Office Depot for the purchase of office supplies for a two-year period expiring March 31, 2019, with provisions for three one-year renewal options exercisable by the City Manager, in an annual amount not to exceed $175,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City utilizes an assortment of office products for its daily operations such as, binders, file folders, writing instruments, calendars, labels as well as small office equipment. A preliminary survey of other local agencies confirmed that only two office supplies providers are used: Office Depot and Staples. Office Depot, the City's current vendor, is the leading provider of core office supplies and products including a wide variety of green products. Office Depot has an online ordering system, which provides next day delivery service, tracking and payment information for the requesting agency and spend analysis reports for buyers. During the last contract period Purchasing Division staff implemented changes to its office supplies ordering process and centralized all on-line orders resulting in a significant reduction in office supplies expenses: $207,640 in 2011 down to $116,290 in 2016. Staff has identified additional efficiencies and is in the process of implementing one that will result in soft cost savings. The new process would transition the buyer's role from receiving and entering office supplies orders, to reviewing and approving them in the Office Depot's online ordering system. Approval of the recommended action will allow for the implementation of this process improvement. Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. Office Depot was awarded contract RFP# 14- 17 for office supplies under The Cooperative Purchasing Network (TCPN) as a result of open, competitive bidding and meets the City's requirements. The contract expires February 28, 2018 and may be renewed annually in one year increments. 22A-1 Contract Award for Office Supplies April 4, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports efforts to meet Goal #7 - Team Santa Ana, Objective 5, (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). FISCAL IMPACT Funds are available in FY 2016-17 and will be budgeted and made available in future fiscal year budgets in the Miscellaneous Operating Expense account (63001) in the respective departments as follows: Department Account No Anticipated Expenditure FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 3 months 9 months City Manager 01103010 $300 $1,000 $1,000 $1,000 $1,000 $700 City Attorney 01108032 $500 $2,500 $2,500 $2,500 $2,500 $2,000 Personnel Services 01109050 $300 $1,300 $1,300 $1,300 $1,300 $1,000 Liability & Property Insurance Fund 8009051 $300 $1,500 $1,500 $1,500 $1,500 $1,200 Workers Comp Fund 08209054 $300 $1,700 $1,700 $1,700 $1,700 $1,400 Finance-Mgmt. 01110100 $500 $2,500 $2,500 $2,500 $2,500 $2,000 Finance -Accounting 01110110 $500 $3,000 $3,000 $3,000 $3,000 $2,500 Finance -Purchasing 01110120 $500 $3,000 $3,000 $3,000 $3,000 $2,500 Finance -Fleet 07510100 $500 $3,000 $3,000 $3,000 $3,000 $2,500 Finance -Treasury 01110130 $1,250 $5,500 $5,500 $5,500 $5,500 $4,250 Parking Meter 02710131 $500 $2,500 $2,500 $2,500 $2,500 $2,000 Library Services 01111190 $3,000 $15,000 $15,000 $15,000 $15,000 $12,000 Parks & Recreation 01113230 $7,500 $30,000 $30,000 $30,000 $30,000 $22,500 Police CDC 01114450 $12,500 $45,000 $45,000 $45,000 $45,000 $32,500 Planning & Bldg. 01116510 $3,000 $15,000 $15,000 $15,000 $15,000 $12,000 PW Administration 10117601 $2,000 $7,500 $7,500 $7,500 $7,500 $5,500 PW Water Admin. 06017645 $7,500 $25,000 $25,000 $25,000 $25,000 $17,500 Economic Dev. 01118810 $500 $2,000 $2,000 $2,000 $2,000 $1,500 One Stop Program 12318751 $1,500 $4,500 $4,500 $4,500 $4,500 $3,000 Housing Authority 14018760 $1,000 $3,500 $3,500 $3,500 $3,500 $2,500 Totals $43,950 $175,000 $175,000 $175,000 $175,000 $131,050 22A-2 Contract Award for Office Supplies April 4, 2017 Page 3 Robert C. Cert Deputy City Manager Community Development Agency �h��X Edward Raya Executive Director Personnel Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: <,-,% i Francisco Gutierrez m Executive Director Finance and Management Services Agency C(/ Carlos Rojas Chief of Police Santa Ana Police Department Hassan Haghani fp/bSonia Carvalho Executive Director City Attorney Planning and Building Agency City Attorney Office Maria Huizar Clerk of the Council Clerk of the City Council Jeannie Jurado Ni, I J JrZI- �red Mousavipour Executive Director Public Works Agency Acting Executive Director Parks, Recreation & Community Services Agency SH/sp 22A-3 22A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AWARD CONTRACT TO MYERS AND SONS HI -WAY SAFETY, INC., FOR CONSTRUCTION OF GRANT -FUNDED TRAFFIC SIGNAGE UPGRADE (PROJECT NO. 156833) (STRATEGIC PLAN NOS. 6, 1B & 1G) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO Ao FILE NUMBER CITY ANAGER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to award and execute a construction contract to Myers and Sons Hi -Way Safety, Inc., the lowest responsible bidder, in accordance with the base bid plus Additive Alternate 1, in the amount of $169,450, for the term beginning upon execution of the contract and ending upon project completion, for the Traffic Signage Upgrade project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $211,813, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $16,945. DISCUSSION The recommended actions are needed for the City to proceed with the installation of roadway signage citywide. The improvements include replacing faded signs with signage made with highly reflective material. Once completed, these improvements will improve traffic safety by enhancing day- and nighttime signage visibility. A Notice Inviting Bids was advertised on January 13, 2017, and January 18, 2017; bids were opened on February 6, 2017. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 1 Contractors requesting bidding documents 6 Bids received 10 Bids received from Santa Ana contractors 0 23A-1 Award Contract for Traffic Signage Upgrades April 4, 2017 Page 2 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID BASE BID + ALT 1 1 Myers and Sons Hi -way Safety, Inc. Chino $114,026 $169,450 2 BC Rentals Inc. dba BC Traffic Specialist Orange $125,409 $172,393 3 PCI Azusa $137,295 $176,355 4 Orange County Striping Orange $156,882 $207,443 5 Aegis ITS, Inc. Anaheim $158,544 $223,770 6 Highway Special Company, Inc. Palo Cerdo $170,992 $246,725 7 Stemclahl Enterprises, Inc. Sun Valley $171,650 $236,533 8 Calpromax Engineering, Inc. Placentia $211,190 $330,540 9 Traffic Development Services, Inc. Moorpark $233,391 $289,811 10 Statewide Traffic Safety and Signs, Inc. Irvine $270,695 $327,115 A total of 10 bids were received and all were considered responsive. Myers and Sons Hi -Way Safety, Inc., submitted the lowest responsive bid in amount of $114,026 (Exhibit 2). This bid is significantly lower than the Engineer's Estimate of $241,145. Staff has checked references and analyzed the bid to ensure it does not contain any exclusion or omissions, and is recommending award to this contractor. The Bid for Additive Alternate 1 includes an additional 217 roadside signs at a unit price that provides good value to the City. Since there are sufficient funds available, staff recommends including Alternate 1 in the construction contract, resulting in a total contract for $169,450 (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.). 23A-2 Award Contract for Traffic Signage Upgrades April 4, 2017 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2014-22 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 3), the estimated total construction delivery cost of this project is $211,813, which includes construction, contract administration, inspection, testing, and an authorized contingency of $16,945. Grant funding is available in the Federal Aid Safety Program Fund (Account No. 14717611-66220, Project 156833). Funds will be spent according to the spending plan below: Fiscal Year Amount FY 2016/17 $169,450 FY 2017/18 $ 42,363 WA Ato__'� - Fred Mousavipbur Executive Director Public Works Agency FM/EWG/TC/MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 23A-3 23A-4 SANTA ANA City Council PueLP��1 Agenda Date Project No. 15-6833: Traffic Signage V April 4, 201 1 Upgrade t f 23A-6 EXHIBIT 2 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 15-6533 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA it o .1! • _ N WAS. REQUIRENIENT: The undersigned bidder declares Haat they have carefiilly examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the .work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Instal] Sign Post Over 10'. 30* EA $ 189.00 $ 5,670.00 2 Remove Existing Sign(s) and Post. Install 17 EA $ $ Now Post and Sign(s) as Showa. 200.00 3,400.00 3 Install Now Signs) as Shown on Post or 6 EA $ 179.00 $ 1,074,00 streat• Light. Remove Existing Sign(s) and Install New 4 Sign(s) as Shown on Traffic Signal Mast 139 EA $ 277.16 $ 52,383.24 Arm. 5 'Remove Existing Sign(s) as Shown on 3 EA $ $ Traffic Signal Must Ann, 100.00 300.00 6 Install Now Sign(s) as Shown an. Traffic 35 EA $$ Signal Mast Arm. 245.52 8,593.20 7 Remove Existing Sign(s) and Install New 157 EA $ 236.94 $ 37,199,58 Sign(s) as Shown on Traffic Signal Pole. $ Remove Existing Siga(s)'as Shown on 29 EA $ 100.00 $ 2,900.00 Traffic Signal Poie. Install Now Siga(s) as Shown on Traffic 14 1A $ 179.00 $ 2,506.00 Signal Pole. TOTAL BASE BID $ 114,026.02 P --I of P-38 23A-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SKzNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) A -DD -ALTERNATIVE ONE Item Descttiptlon Qty Unit Unitprice Amount Remove Existing Sign(s) and Install New 10 Sign(s) as Shown on Existing Post or Street 21.7 EA $ 255.41 $ 55,423.97 Light, _.�..._ _.. _... TOTAL ADD -ALTERNATIVE, ONE $ 55,423.37 TOTAL BASE BID + ADD -ALTERNATIVE ONE $ 169,449.99 The lowest responsible bidder shall be selected based on the Total Base Bid, The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown forbid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3.2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of ilhis item accordingly, t This bid item is considered a Specialty Item per Section 2-3,2 of the Standard Specifications. TIME FOR COMPLETION OF 1MPROVEIVIENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the bVorl( for the total base bid arnount shown above, within ninety (90) workin clays after the commencement date stated in the Notice to Proceed. The liquidated. damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,000 per calendar clay. Name of Firm Myers and Sons HI-VVoy Safety,inc Signature of BIDDER Title Mike Rodgers, President Juan-iamos, Sec./Tress. Of an individual, so state, If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, .Secretary, Treasurer and Manager, thereof.) P-2 of P-38 23A-8 MY OF SANTA ANA PROPOSAL PROJECT NO,: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECTNO; HSiPL 5063(1.57) BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the .AGENCY only alter it. has been accepted by the City Council, endorsed by the Clork of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency l xccutive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the .BIDDER with the correct postage affixed thereto, BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ton (10) business days or the finds, cheek, draft, or BIDDERS bond substituted in lien thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the fallure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid. schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed, The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Cade, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm Myers and Sons Hi-Wav Safety, Inc Signature of BIDDER Title Mike Rodgers, President _ Juana Ramos, Sec./Treas. (If an individual, so state. If a farm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm, If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and .Manager, thereof.) P-3 of P-38 23A-9 CITY OF SANTA ANA PROPOSAL PROSECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) CON'TRAC'T'OR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Depa rttaMt of Industrial Relations (DIR), and that the following is true and correct. Contractot'sNa111o: Myersand Sons Hi-\ aetylnc Business Address: 13310 5th Street Chino, CA 91710 Business E-MallAddros: LUis6@hiwaysafety.com Telephone: 909-591-1781 State Contractor's License No. and Class: License Expiration Date: 10/31/2018 State Dept. of Industrial Relations (DTR) Registration No.: State Dept, of Industrial Relations (DIR) Registration Expiration Date: Signed: Title: President 785683 1000005382 6130/17 P-4 of P-38 23A-10 SEc./trews CITY OF SANTA ANA PROPOSAL PROJECT NO.; 15-6893 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HS:1PL 5063(157) PREVAILING WALE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, 'Title 8, Section 16,000, et seq., ("Prevailhrg Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being :performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement, Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct, Name of Firm Myers and Sons HI -Way Safety, Inc Signature of KIDDER L Title Mike Rodgers, President (if an individual, so state) P-5 ofP-38 23A-11 Sec,/Tress. CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: IISIPL 5063(157) OWNERSHIP AFFIDAVIT STATE, OP CALTGORNIA ) COUNTY Or+ ORANGE ) SS: CST'Y OF SAINTA ANA ) Mike Rodgers , being cluly sworn, deposes and says: [I INDIVIDUAL That he/she is the party making the foregoing proposal ❑ PARTNMRSIIIP That he/she is amember of the co-partoorship firm dosignated as: and who has been and is duly vested with the authority to ranks and execute instruments for the co- phrtneaship by: who constitute the o".hes members of the co-parntorship. [� CORPORATION That he is of: President a corporation which is mnkhag the foregoing proposal:— [] JOINT VENTURE,. That he is of: one of tile pardw ,maidng the foregoing proposal as ajoint venture, and the he/she has been and is duly vested with the authority to excoute instruments for an on behalf of the parties Hulking said bid who are: that such a. bid is genuine and not collusive or sham, and has not in any planner sought by collusion to secure any advantage against the City of Santa Ana or tiny person interested in the proposed contract, for himself or any other person. '42zZ4 Signature Udder Mike Rodgers, President Subscribed and sworn to before me this clay of 20 — SEE ATTACHED Signature of officer Administering Oath (Notary Public) P-6 ol'P-38 23A-12 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of San Bernardino On February 6, 2017 before me, Barbara E. Paluzzi, Notary Public (Here insert name and title of the officer) personally appeared Mike Rodgers, President who proved to me on the basis of satisfactory evidence to be the person(s) whose name issubscribed to the within instrument and aclmowledged to me that eTIITe><t�tey executed the same in is ar disii authorized capacity(ies} and that by is signature( on the instrument the person(&), or the entity upon behalf of which the person(s) acted, executed, the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. IT ' SS y ha nd ficial s 1. Si of Notary Public (Notary Seal) BARBA p UZZI COMM. # 2136068 -, V "•4w}a. $ NOTARY PUOLIO•CALIFORNIA(% SAN 'BERNARD= COUNTY 0 Wi MY Obmmisslon Expires O4yefTlbfiT 23,'2019 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) Title or description continued (Title or description of attached document continued) Number of Pages_ Document Date 4/22/15 (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (a) ❑ Corporate Officer ('Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other Id information checked Love www.nouny�Iesses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any aelarowledgment completed in California most contain verbiage exactly as appears above in the notary section or a separate acknowledgment form most be property completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do somedrtng that is illegal far a notary In California (i.e. terrifying the authorized capacity of the signer), Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for aclnowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. The notary public must print his or her name as it appears within his or ber commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization, • Indicate the correct singular or plural forms by crossing off incorrect forms (i,e, he/she/thay,— is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording, • The notary goal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a suitioient area pertdts, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to eatsuro this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer, If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: FISIPL 5063(157) BID BOND Bond No. CSBA-4090 KNOW ALL PRESENT that, Myers & Sons Hi -way safety, Inc. as BIDDER, and SureTec Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of the Amount Bid Dollars ($10% of the Amount Bid which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time spcciRed, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY, IN WITNESS WHEREOFthe parties hereto have set their names, titles, hands, and seal this 2nd day of February 2017 BIDDER.* 13310 5th Street, Chino, CA 91710 / (909) 591-1781 SURETY* SureTec Insurance Company, 3033 5th Avenue, Suite 300, San Dfogo, CA 92103 / (800) 288.0351 Shaunna Rozelle Ostrom, Attorney -in -Fact, 1 Subscribed and sworn to before me _ -- ,20—. Signature: Notary Public in and for the County of , State of this day of Provide BIDDEI:/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative, P-7 of P-38 23A-14 CALIFORNIAALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of Orange On February 2nd, 2017 before me, Susan Pugh Notary Public, Date Insert Name of Notary exactly as It appears on the official seal personally appeared Shaunna Rozelle Ostrom Name(s) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they SusnN PucN comrot af2ia>aoe executed the same in his/her/their authorized capacity(ies), and that by hls/her/their signature(s) on the Instrument the �`}t Nc7t+rry r c hur>Cedttor to person(s), or the entity upon behalf of which the person(s) \:a"rpp .,. ort,aNr.,E cauNTY �.�,�,`�r My COlnnr. ExPhns ARr 29, aa1H �y acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature � %e^ _, Place Notary Seal Above Signature of Notary Public qSan Pugh OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Bid Bond Document Date: 02/02/2017 Number of Pages: One Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Shaunna Rozelle Ostrom Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s):_ ❑ Corporate Officer--Title(s): ❑ Partner ❑ Limited ❑ General ❑ Partner ❑ Limited ❑ General I [� Attorney in Fact ❑ Attorney In Fact ❑ Trustee • ❑ Trustee • ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: _J 1 JA -'I 5 Bond No. CSBA-4090 POA 4._q1 0023 SurerTec Insurance Company LIMITED POWER OF .ATTORNEY Know A11.Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and existing mider the laws of the State of Texas, and having its principal office In Houston, Harris County, Texas, does by those presents make, constitute and appoint Arturo Ayala, Daniel Huckabay, Dwight Reilly, Andrew Waterbury, Sheunna Rozelle Ostrom, Michael Castaneda its hue and lawful Attorney-in-fact, with fall power and authority hereby conferred in its time, place and stead, to execute, acknowledge and deliver any and all bonds, recoguizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for, providing the bond penalty does not exceed Fifteen Million and 00/100 Dollars ($15,000,000.00) and to bnrd the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney-in=Fact may do in the premises. Said appointment shall continue in force until 9/10/2020 and is made under and by authority of the following res oludens of the Board of Directors of the SureTec Insurance Company Be it Resolved, that the President, any Vice -President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorneys) -in -Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documur is canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attomey-in-Fact shall be binding upon the Company as if signed by the Presidentand sealed and offeeted by the Corporate Secretary. Be tt Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to. any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to airy bond or undertaking to which it is attached, (Adopted at a meettng held on 20s' of April, 1999) In Witness A'hemof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President, and its corporate seal to be hereto affixed this 16th day of January, A.D. 2017. u6�RANCF SURIYTFC 'E 1 ANY By: w John IZnos ., rest nt State of Texas as: � •��"' County of Harris On this 1602 day of January, A.D, 2017 before me personally came John I{nox Jr., to me known, who, being by meduly swom, did depose and say, that he resides in Houston, Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. .y",av�Eieie XENIA CHAVEZ �-Notary Public, State of Texas �y %tj.�$ Comm. Expires 09-10-2020 %rinnprvx Nolary 1p 129117559 Xy.ct a�aly Public `-3GIy commission expires September 10, 2020 I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and Correct copy of aPower of Attorney, executed by said Company, which is still in full force and effect; and furthermore, the resolutions of the Bond of Directors, set out in the Power of Attomey me in Jult force and effect. Given trader my hand and the seal of said. Company at Houston, Texas this 2nd V of 4 Febr ery 2017 A.D. y, Assistant Sedretary Any Instrument Issued in excess of the penalty stated above is totally void and without any validity. 61OD23 Por verification of the authority of this power you may call (713) 812-0800 any business day between 8:00 am and 5:00 pm CST. 23A-16 r r r --O�\ ' E_`_ _ s-� CERTIFICATE OF ACKNOWLEDGMENT State of California County of San Bernardino On February 6, 2017 before isle, Barbara E. Paluzzl, Notary Public (Here insert name and title of the officer) personally appeared Mike Rodgers, President who proved to me on the basis of satisfactory evidence to be the person(s) whose name Is re subscribed to the within instrument and acknowledged to me that e�ey executed the same in is authorized capacity(i€s) and that by is ' signature(s) on the instrument the person so, or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BARBARAE ! `. pmgl_UZZi COMM. sY 2'139068 —I V NOTARY PUBLIC -CALIFORNIA i. � 7` V SAN OERNARWNOCOUNTY () ZITESSmy hand and ial seal. Mne0shobeviaa, eo°e"ofrotary ublic�� (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) Title or description continued (Title or description of attached document continued) Number of Pages _ Document Date 4/22/15 (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer ❑ Partner(s) 0 Attorney -in -Fact ❑ Tnistee(s) ❑ Other Id information checl<ed 2008 Version CAPA v12.10.07 800-873-9865 www.NotaryCtasses,com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form mist be properly completed and attachad W that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the autbarized capacity of the signer). Please check the document carefidly for proper notarial wending and attach this Corin ifrequired. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signers) personalty appeared which must also be the same date the acknowledgment is completed. • The notary public Hurst print his or her name as it appears within his or her commission followed by a comma and then your title (notary public), • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/sha/they; is /are) or pirating the correct forms. Failure to correctly indicate This information may lead to rejection of document recording. • The notary seal impression most be clear and photographically reproducible. Impression must not cover text or lines. If seat impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with tho office of the county clerk. Additional Information is not required but could hely to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signor. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). Securely attach this document to the signed document CITY OF SANTA ANA PROPOSAL PROJECT NO,: 15-6833 T.RAFPIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) LIST OF SUB•CON F ACTORS Section 4100 et, seg, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract worst exceeding the following amount: o Streets, highways including bridge projects: '12"% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: ''/2% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the Stalo Department of industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the funis listed below: Name A Cone Zone, Inc License #/iwxp, 851996 _12/31/18 DIR Reg. #/Exp. 1000006625 6130/17 Location 1640 Market Street Corona, CA Phone 951-734-9535 ilE~'oatn`3`721 Type Of Work slan hardware _ Amount$ 3,17211 Name License #/Exp. _- DIR Reg.#/Exp. License # Location ��-----� Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. Licenso # Location Phone _ Type Of Work Amount $ f?'J , Signature idder Mike Rodgers, PResident Name License #/Exp. DIR Reg. #/Exp, _ Location Phone Type Of Work Amount $ Name —_ License #/F -p. DIR Reg. 9/Exp, License # _ Location Pham Type Of Work Amount $ _. Name License #/EXP• DIR Reg. #/Exp•— License # _ Location Phone "Pype Of �Nrork i -.._.__-__. Amount $ P-8 of P-38 23A-18 raf "a CnfrnI HI -WAY SAFETY RENTALS, INC. LUIS DIAZ PO BOX 1030 CHINO, CA 91708 Phone: 909-591-1781 Fax: 909.364.2371 Email; LuisD@hlwaysafety.com A Cone Zane, Inc. 1640 Market St Corona, CA 92880 951.734.9535 Fax 951.734-2887 LIC# 851996 C-31 Job Location: SALE - WILL CALL CORONA Quote Created By: Ashley LaCour QUOTATION Quote Date quote ID 2/6/2017 AL170206 Valid Through: 3/8/2017 Item Description Price UOM Qty/Day Days Total Qty. Total SIGN MOUNT BRACKET HARDWARE KIT, FLARED $31.75 EACH 55 1 55 $1,746.25 LEG SADDLE, BULLS EYE, BOLT & NYLON WASHER, PACK OF 10* BANDING MATERIAL, STAINLESS STEEL, BAND -IT, $79.27 EACH 10 1 10 $792.70 .751N 100FT - BUCKLE, STAINLESS STEEL, BAND -IT, .751N, BOX OF $67.50 EACH 6 1 6 $405.00 100* Note: The * indicates taxable items. QUOTE BASED ON WILL CALL * UDBE/WBE/SBE CERTIFIED SUBTOTAL $2,943.95 SALES TAX (7.75%) $228,16 QUOTE TOTAL $3,172.11 Excluded: Permits and Applicable Sales Tax Add1 Terms: Invoices are payable with Terms of Net 30 Days. Any job over $2,500 is mandatory to provide California 20 -Day Preliminary Lien Information, This quote is confidential and intended for addressed recipient only and is not to be disclosed to any other company(s) and/or person(s). See attached Exhibit A - Terms and Conditions made a part hereof. We are UDBE/WBE/SBE CERTIFIED! WBE# 13030121;.DBE #36878; SBE# 1509840; DIR# 1000006625 Contractor License #85'1996 C-31 2/6/2017 Ashley LaCOLIr Date A Cone Zone, Inc, Visit Our Website at www.AConeZone.com Accepted By; Signature Print Name Title 23A-19 Company Date Page 1 of 1 CITY OF SANTA ANA, PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE TIPGRADE FEDERAL PR0.I1-sCx'N0 IISTPL 5063(157) The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1, City of Pasadena 221 E. Walnut Street, Ste 210 Pasadena, CA 91101 Nage and Address o:F Owner. Alberto Felix 626 - Name and Telephone N 35,000.00 Contract Amount person familiar with project. Sign Install Type of Work 2, City f San Marcos 1 Civic Center Drive San Marcos, CA 92069 Name and Address of owner. Constantine Abalos 1-760-744-1050 ext 3308 cabalos@ Name and Telephone Nun 190,000.00 Contract Amount of person familiar with prgject. Sign removal and install Type of Work 12/16 Date Completed 12/15 Date Completed 3, Department of Transportation 1727 30th Street MS 65 Sacramento, CA 95816 Name and Address of owner. Lee Scotese lee/scotese@dot.ca.gov 916-227-6000 contract#09A0609 Name and Telephone Number of person familiar with project. 117,500.00 Install Snow Pole & signs 2/16 ConCractAmoiult Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds, Sure Tec Insurance Company 3033 5th Avenue, Sults 300 San Diego, CA 92103 1- 800-288-0351 P-9 of P-38 23A-20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063 (157) ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for TkIl2FR public agencies for which the BIDDER or Subcontraotor has performed similar work in the•past five years, 1, City of Rancho Cucamonga 1050Q Civic Center Drive Rancho CUcamonga, CA 909-730-4709 Name and Address of Owner. Name and 7 67,800.00 Contract Amount of person £amillar with project. Sign Upgrade Installation 5/14 Type of Work Date Completed 2. City of Coachella . 1515 Sixth Street Coachella, CA 92236 Name and Address of owner, Gordon Fisher 760-398-5744 Name and Telephone Number of person familiar with project. 347,555.00 Sign removal and install citywide 10/12 Contract Amount Type or Work Date Completed 3. _Caltrans Department of Transportation 9225 Stellar Court, Ste B Corona, CA 92883 Name and Address of owner, Majed Yousseff 951-538-3087 majedyouusseU@dot.ca.gov Narne and Telephone Number of person familiar with project. 150,000.00 Installation of Exit Numbering Signs 1/13 Contraet Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds, Sure Tec Insurance Company 3033 5th Avenue, Ste 300 San Diego, CA 92103 1-800-288.0351 P-10 of P-38 23A-21 CITY OF SANTA ANN PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE, UPGRADE FEDERAL PROJECT NO: IISIPL 5063(157) NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 'United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that die bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put In a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or'to'fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, ordivulgedinformation or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any mernber or agent thereof to effectuate a collusive or sham bill. Note: The above Non -collusion Affidavit is pant of the Proposal, BIDDERS are cautioned that making a false eeitificatfou may subject the, certifier to criminal prosecution, Signed State of California County of SEE Attached Acknowledgement Mike Rodgers, President Subscribed and sworn to (or affirtnod) before me on this ..._ clay of , 20, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before nre Notary Public Signature .Notary .Public Seal P -I1 of P-38 23A-22 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of San Bernardino On February 6, 2017 before me, Barbara E, Paluzzi, Notary Public (Here insert name and title of the officer) personally appeared Mike Rodgers, President who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that � executed the same in is authorized capacity(L-4, and that by is signatuxe(� on the instrument the person(s}, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BARBARA B. PALUZZI OOMM. # 2/98088 Up.^W'ta�� QNOTARY 1.;L'C•CAWFONNIA N IT SS hand and off 1a seal, U .7' SAN,8ERNARO"NO COUNTY My Commleslon Expires It 0spember 2a, 201@ ar " Signa ue oPNotary Public - (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF TIIE ATTACHED DOCUMENT (Title or description of attached document) Title or description continued (Title or description of attached document continued) Number of Pages _ Doctunent Date 4/22/15 (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) . ❑ Corporate Officer (Title) ❑ Partner(s) El Attorney -in -Fact © Trustee(s) 0 Other Id information checked 2008 Version CAPAvt2.10.07 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM Any aclmowledgmenf completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that docmrrent. The only exception is if a document is to be recorded outside of California. Inn such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (Lo, certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form ifrequired, • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment, • Date ofnotarization must be the date that the signer(&) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her mane as it appears within his or her commission followed by a comma mid then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing orf incorrect forms (i.e. he/she/they;- is lure) or circling die correct forms, Failure to correctly indicate this Information may load to rejection of document recoding, • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient arou permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but Codd help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number olfpages and date. b Indicate the capacity claimed by the signor, If the claimed capacity is it corporate effect, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document CITY OF SANTA: ANA PROPOSAL PROJECT NO,: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) STATEMENT 12EC"rARDING AI'PRENTIC'FSIIIP RIS( UIREME,NTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1, Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected, 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council, Signed: _/;? Title: Mikaodgers, President Firm; Myers and Sons Hi -Way Safety ,Inc Date: 02/06/17 P-14 of P-38 23A-24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15.6833 TRAFFIC SIGNAGE UPGRADE FEDERAL, PROJECT NO: HSIPL 5063(157) tdON-DISCRIMIlNATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employeeor applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated daring employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other fortes of compensation; and selection for training, including apprenticeship, The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause, 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3, The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of tbo notice in conspicuous places available to employees and applicants for employment, The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant Orders of the Secretary of Labor. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by xules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her 'books, records, and accountsby the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders, 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contr6ot or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared 'ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24,,1965, and such other sanctions may be imposed and rernedies invol<ed as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor., or as otherwise provided by law. P-12 of P-38 23A-25 CI'T'Y OF SANTA ANA PROPOSAL PROJECT NO,: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO:14SIPL 5063(157) 7, The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions For noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the 'interests of the United States. " 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats, 1939, and as amended, no discrimination shall be made in the employment of persons upon public worlds because of race, religions creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public worlds violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Mike Rodgers, President Firth: Myers and Sons Hi -Way Safety,inc Date: February 6,2017 P-13 of P-38 23A-26 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) STATEMENTREGARDING °ANTI -KICKBACK" REOUIREN.fl-NTS The undersigned is submitting this proposal for performing by contract the work required by those bill documents, agrees to comply with the Copeland "Anii-Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (24 CFR, Part 3), This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: 7 Title: Mike Rodgers, President Firm: Myers and Sons HI -Way Safety,inc Date: 02/06/17 P-15 of P-38 23A-27 CITY OF SANTA ANA PROPOSAL PROJECT NO,; 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT N0; HSIPL 5063(157) PUBLIC' CONTRACT CODE SECTION 10162 OUE5710NNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, antler penalty of perjury, the following quest' onri.dre: Has the BIDDER, any officer of the BIDDER., or any employee of the BIDDER who .has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No— x If the answer is yes, explain the circumstances in the following space. P-16 of P-38 23A-28 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6833 TRAFFIC SIGNAGE UPGRADE FEDERAL PROJECT NO: HSIPL 5063(157) BIDDER'S STA'T'EMENT REGARDING REQUIRED FEDERAL CONTRACT PROVISIONS (FORM FFTWA-1.273) The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the required Federal Contract Provision (Form FHWA-1273) as shown in the appendix of the Special Provisions of this project, Signed Title Mike Rodgers. President Firm _Myers and Sons Hi -W f Safet ,ly nc Date 02/06/17 P-17 of P-38 23A-29 23A-30 CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT NO, 15-6$33 TRAFFIC SIGNAGE UPGRADE This CONSTRUCTION CONTRACT is made and entered into this 4t1' day of April, 2017 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and Myers and Sons Hi -Way Safety, Inc. (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Traffic Signage Upgrade Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following; • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices hi. case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Hundred Sixty-nine Thousand Four Hundred Fourty-nine Dollars and Ninety-nine Cents ($169,449.99), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 12/20/2016 23A-31 Page 1 of 4, CONTRACTOR agrees to complete the WORK OF LMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, famish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithfal performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied, to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollaxs ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) ofthe final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liabilit Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 23A-32 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written, ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: llc J IN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA GERARDO MOUET Acting City Manager CONTRACTOR: Myers and Sons Hi -Way Safety, Inc. MIKE RODGERS President 23A-33 Page 3 of 3 23A-34 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO, 15-6833: TRAFFIC SIGNAGE UPGRADE Construction Contract $ 169,449.99 Contract Administration $ 12,751.00 Ins ection and Testing $ 12,667.01 Contingencies $ 16,945.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 211,813.00 23A-35 23A-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES WITH MANNING & KASS ELLROD RAMIREZ TRESTER, LLP RELATED TO POLICE LITIGATION AND PERSONNEL SERVICES (STRAGIC PLAN NO. 1, 3, 4, 5) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution Set Public Flearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with Manning & Kass Ellrod Ramirez Trester, LLP related to police litigation and personnel services, for a two (2) year term for a maximum amount to be spent of $350,000 subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION Manning & Kass Ellrod Ramirez Trester, LLP is a highly reputable full service law firm that has provided legal services to numerous cities, counties and other public entities since 1996. The firm, headquartered in Los Angeles, has more than 175 attorneys in six offices, including an office in Orange County. The firm's Government Entity Liability team has been successful in defending numerous municipalities in law enforcement civil liability, municipal liability, and employment litigation matters. Eugene Ramirez, a founding partner of the firm, specializes in municipal liability and police litigation. He has a reputation of receiving excellent results for public agencies in police matters and heads the firm's Governmental Entity Liability Team. Mr. Ramirez has been profiled in the California Lawyer Magazine for his law enforcement defense work and is frequently invited to speak to law enforcement agencies across the United States on use of force, handling high profile cases, and related matters. Manning & Kass was recently named by the Los Angeles Business Journal as the 24th largest firm in Los Angeles. Historically, the City's police personnel matters have been handled by outside counsel to avoid the potential for conflicts between an in-house City Attorney who may have to later defend the same officer in subsequent litigation. The proposed hourly billable rate of $295 is competitive, and comparable to the hourly rate charged by other law firms who have represented the City. On March 9, 2017, the Acting City Manager approved an agreement with Manning & Kass for legal services to defend the City in litigation arising from a personnel board decision. That contract was for $25,000 for a six (6) month term limit. This March 9th contract was necessary 25A-1 Agreement For Special Legal Counsel Services With Manning & Kass, Ellrod Ramirez Trester LLP Related to Police Litigation and Personnel Matters April 4, 2017 Page 2 and urgent given court imposed deadlines that arose from a court filing that occurred on March 7, 2017. The attached agreement for legal services is necessary to guarantee the continuity of services for the City in the on-going personnel matter that has imminent court hearings, and court deadlines. The funds from this short-term contract are expected to be exhausted on or before April 14, 2017 because of the amount of work defending the personnel matter. This agreement will authorize the City Attorney to call upon Manning & Kass for legal services as necessary to defend existing and future police litigation and personnel matters. This contract has a two (2) year term with a not to exceed amount of $350,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Goal #3 Economic Development, Goal #4. Government Financial Stability, and Goal #5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT The special legal counsel services will be paid out of the Liability Fund (account no. 08009051- 62300) for the following fiscal years as follows:. 08009051 62300 FY 2016-17 $150,000 FY 2017-18 $150,000 FY 2018-19 $50,000 $350,000 APPROVED AS TO FUNDS AND ACCOUNTS: S is R. Carvalho Francisco Gutierrez City Attorney Executive Director Finance & Management Services Agency dward Raya Executive Director Personnel Services Agency Exhibit — Legal Services Agreement with Manning & Kass, Ellrod Ramirez & Trester, LLP 25A-2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this 41h day of April, 2017, by and between Manning & Kass, Ellrod, Ramirez, Trester, a Limited Liability Partnership ("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, police litigation and personnel matters, 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 police litigation and personnel matters. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, at the rate of $295 an hour for all attorneys and $130 an hour for paralegal work Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed $350,000.00 during the tern of this Agreement. c. 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 10 cents per page. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the 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 25A-3 under, 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 summary 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 tern of this Agreement shall continence on the date first written above and terminate two (2) years from said commencement date, unless terminated earlier pursuant to Section 13 below. The tern of this Agreement may be extended 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 Agreegnent. 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 right, 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 perfonnance or conduct related to this Agreement. 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 perfonnance 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 2 25A-4 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 telefacsirnile 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 92702-1958 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: Eugene Ramirez, Esq. Manning & Kass, Ellrod, Ramirez, Trester, LLP. 801 South Figueroa, 15th Floor Los Angeles, California 90017 Telephone: (213) 624-6900 Facsimile: (213) 624-6999 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 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 telefacsirnile, 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-5 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 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 Attorneys. 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 Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been trade by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT 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 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 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. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) 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 and 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 action or proceeding that may be brought or arise out of, in comiection with or by reason of this Agreement. 4 25A-6 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 or e-mail 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 Clerk of the Council RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney Office APPROVED AS TO FORM: CITY OF SANTA ANA Gerardo Mouet Acting City Manager MANNING & KASS, ELLROD, RAMIREZ, TRESTER, LLP. By: Name: Eugene Ramirez, Esq. Title: Partner Tax ID No. SONIA R. CARVALHO City Attorney By: —------- Sand warzmann Se 'or Assistant City Attorney 25A-7 25A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT WITH CLR DESIGN FOR THE DEVELOPMENT OF A ZOO MASTER PLAN {STRATEGIC PLAN NO. 2,2E) CIT �ANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®' Reading ❑ Ordinance on 216 Reading ❑ Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with CLR Design for the development of a Zoo Master Plan in an amount not -to -exceed $196,515, which includes a 10% contingency, for a term of April 4, 2017 to December 31, 2017, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo's Zoo Master Plan is the document used to direct the development of the zoo and its visitor services. The current master plan was adopted by the City Council in 1990. This master plan called for the Zoo to focus on the animal life and culture of Central and South America with an underlying theme of biomes and their relationship to water. Focusing on this unique South American theme helped the Santa Ana Zoo to compliment rather than compete with other local zoos. In 1998, the master plan was amended to include the current children's zoo and the Crean Family Farm. In the years since 1990, the zoo industry has changed dramatically and the Zoo's present master plan is outdated. Instead of only presenting a broad menagerie of animals as was the practice in the past, zoos today are focusing on saving endangered animals from extinction while teaching visitors to conserve the animals and plants in their local communities and wildlands. Many of the animals that were called out in the 1990 Zoo Master Plan are no longer kept in American zoos. In the Zoo's last Association of Zoos and Aquariums (AZA) Accreditation Report, the commission noted that the Zoo's facility master plan and strategic business plan are both out of date and should be updated to reflect today's environment. The purpose of this study is to address the needs and opportunities related to future developments and improvements at the Santa Ana Zoo. The objective of the Master Plan is to create a shared vision, an operational roadmap, and a viable business plan for developing and promoting the Zoo as a vibrant conservation education center and valuable community resource with an important and unique animal collection that meets both current and future standards as measured by the community, AZA, and the United States Department of Agriculture. 2513-1 Agreement with CLR Design for the Development of a Zoo Master Plan April 4, 2017 Page 2 On November 21, 2016, Parks, Recreation and Community Services Agency issued a Request for Proposal (RFP) for a Zoo Master Plan. The Agency received six proposals from interested companies. An evaluation committee, which consisted of representatives from PRCSA-Zoo, PRCSA-Administration, Public Works Agency and Planning and Building Agency, reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes firm/team experience, understanding of need, relevant project experience, schedule, and references. The results of the RFP evaluation were as follows The City proposes to enter into an agreement with CLR Design for the Development of the Zoo Master Plan. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programming), Strategy E (Partner with outside agencies and secure funding to rehabilitate zoo exhibits and expand the Santa Ana Zoo). FISCAL IMPACT Funds are available in the following account for the specified years: Unit PRCSA Zoo (no. 01113220-62300) Park Improvements (no. 05113263-62300) Jeannie Jurado Acting Executive Director Parks, Recreation and Community Services Agency EXHIBITS: 1. Agreement— CLR Design FY 16/17 $98,260 FY 17/18 $26,740 $71,515 APPROVED AS TO FUNDS AND ACCOUNTS: r Francisco Gutierrez A49 Executive Director Finance and Management Services Agency 25B-2 Score (500 Max) Ranking CLR Design 467 1 MIG/Portico 459 2 PGAV Destinations 456 3 Torre Design Consortium LTD. 434 4 ELM Environments 417 5 Gensler 375 6 The City proposes to enter into an agreement with CLR Design for the Development of the Zoo Master Plan. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programming), Strategy E (Partner with outside agencies and secure funding to rehabilitate zoo exhibits and expand the Santa Ana Zoo). FISCAL IMPACT Funds are available in the following account for the specified years: Unit PRCSA Zoo (no. 01113220-62300) Park Improvements (no. 05113263-62300) Jeannie Jurado Acting Executive Director Parks, Recreation and Community Services Agency EXHIBITS: 1. Agreement— CLR Design FY 16/17 $98,260 FY 17/18 $26,740 $71,515 APPROVED AS TO FUNDS AND ACCOUNTS: r Francisco Gutierrez A49 Executive Director Finance and Management Services Agency 25B-2 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this _ day of April 2017 by and between CLR Design (hereinafter "Consultant') and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of developing a Zoo Master Plan. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those Zoo Master Plan development services as set forth in its Proposal to RFP No. 16-131, attached hereto and incorporated herein as Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $196,515, which includes a 10% contingency for additional City requested tasks, during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2017, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney, WEN 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d, If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, ft t subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and Executive Director -- Parks, Recreation & Community Services City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 Consultant: CLR Design 3295 Laguna Canyon Road, Suite C Laguna Beach, California 92651 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 Unified States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set 5'Bt forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 1s. 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. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations 17. JURISDICTION • VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signature Page Follows) FF4 W J IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council SONIA R. CARVALHO City Attorney r By: c_ s LISA STORCK Assistant City Attorney RECOMMENDED FOR APPROVAL: JEANNIE JURADO, Acting Executive Director Parks, Recreation & Community Services Agency W GERARDO MOUET Acting City Manager CONSULTANT CLR Design Tax ID# EXHIBIT A SCOPE OF SERVICES I 2 o�bil1i FEE SCHEDULE (OR) RATES AND CHARGES a 250 r D E S I G N nxcei.eauns . unustnoe nncniraruua • e l iet� neaicn �a ,e. bsaa, > v,as.q^�>}}dyksta,aa � i`!.lez.aa �l star5nsva^ata February 24, 2017 Mr. Kent Yamaguchi Zoo Director and Master Pian Project Manager City of Santa Ana Parks, Recreation & Community Services Agency 20 Civic Center Plaza, 2nd Floor Santa Ana, CA 92701 7; 131111THMilRf! w #1111 111 1 Jill ! `M rt Dear Mr. Yamaguchi, Thank you, and the Selection Committee, for taking the time yesterday to discuss the Master Plan project scope and the particulars of our proposal. Attached you will find our amended Fee Proposal, per your request, as well as a list of Qualifications for the project. Please let me know if you have any questions or require additional information. We are grateful for this opportunity to work with you and the SAZ team on another exciting project. Sincerely, A. a Gregg Leicester, ASLA Principal cc: Mr. Frank Arroyo, RFP Project Manager t 215.564,0250 - 4 215-564.1154„-1 833 cher m at ttraet. 5 alte 1000 ph, ladtl phta, Pa 1910? es 3 sa . 3 29 lagena canyon road, suite r. aguns beach. ca 92651 2 W43 M D E 5 1 G N nrc,l ireceuex . tnnnuave oxen,*ec*une . exnlo,r o¢s,en FEE PROPOSAL Revised Feb 24, 2017 CLR will carry -out the work described in our January 6, 2017 response to RFP NO: 16-131 for a Lump Sum Professional Fee of One Hundred Sixty -One Thousand Three Hundred Dollars ($161,300) as detailed in the Fee Breakdown chart below. Reimbursable expenses are in addition to the Professional Fee and represent the cost of travel (air/ground), long distance communication, reproduction (plotting, printing, digital imaging), mailing, etc, and are estimated (not an upset limit) to be Seventeen Thousand Three Hundred Fifty Dollars (517,350). FEE BREAKDOWN Arm Professional Fee 9i of Fee CLR Design $108,750 62.5% Astute, Planning, ArchlrecrurV Landscape Architecture exhibit Gesian Zoo Advisors $40,050 25% Strategic Business Plat rung KPFF $12,500 7.5% Utility Infrastructure Planning Total Pees $161,300 100% CLR & Sub -consultant Expenses $7,450 Zoo Advisors Expenses $91900 Total Fees & Expenses $178,650 QUALIFICATIONS Workplan Scope Modifications & Clarifications: CLR is currently working with the Santa Ana Zoo on the Giant River Otter Project, providing Full Design Services. As part of that effort under contract, we will provide site Inventory & analysis of the existing Amazon's Edge exhibit area, as well as services for developing new concepts for this 1-1.5 acre zone within the heart of the campus. As part of this revised fee and scope proposal for the Facilities Master Plan, we have made a slight reduction to work hours associated with Tasks I - IV, as Cl will be providing analysis and design services under the Otter Contract. Further, running both projects concurrently will allow for better coordination of work products, and from a facilities and strategic planning standpoint, allow for seamless integration of concepts at both the project and overall campus level. 2. On -Site Workshop Attendance: CLR: (5) 2 -day workshops, 2 staff in attendance (See Proposed Schedule)* ZA: (4) workshops/presentations including (2)2 -person trips and 12) 1 -person trips KPFF: Assuming attendance at (3) half-day workshops/site visits * As part of this revised fee and scope proposal, we are proposing to piggyback Otter and Master Plan workshops as much as feasible, to allow fora slight reduction in design t L 51-,M1A2s0 < 215-564.115) -, 833 Chestnut street vu t< 1000 pi adelphl9, pe =3197 32?5 layuna canyon road, lute r I1'It na beacn.cn 92651 2Ib'�4 team travel time, and better work flow efficiency during workshops. For example, a 2 -day workshop could include .5 days devoted to Giant Otter meetings, and 15 days devoted to the Master Plan. Although it may riot be feasible to combine all 5 Master Planning/Otter workshops, we feel it Is possible tojom 2 or 3 based on the anticipated schedules for both projects. We have proposed a reduction to our fees and expenses accordingly. 3. As requested during the 2!23/2017 phone meeting, we have removed CASp services from this proposal. That said, as professional Landscape Architects and Architects, we are trained (and required) to develop concepts that meet current Accessibility Code, therefore, new projects including administration buildings, guest paths, visitor service buildings, staff buildings, and other amenities, will be developed at a. conceptual level with ADA/Accessibility as a requirement that must be met. 4, Breakdown of Revised Fees for Strategic Planning Process Phases (see pg 25 of Qualifications Proposal): Phase I Discovery: $17,850 Phase II Dreaming: $ 7,200 Phase III Reality: s 5,000 Phase IV Action: $10,000 Total $40,050 This revised proposal includes a 30% reduction in fees for Strategic Planning services, however, all services, as detailed on pg 25 of our Qualifications Proposal, are still included, with exception to the following: • MaiketTrends Analysis omitted from Phase I • Community Input Sessions omitted from process If deemed necessary to the process, these services can be added back in as an additional service. 5. High-level Project Budgets, or"Statement of Probable Costs" (as noted in the RFP) are included in this proposal and will be provided by CLR. We/CLR are adept at providing Project Budgets for Master Plans that will allow for clear definition of assumed costs for each project, as well as an overall implementation/phasing approach. If however services from a Quantity Surveyor;Professional Cost Estimator are desired, these services can be provided as an additional service. o. This proposal does not Include comprehensive interpretive Planning services, if these services are desired, we would recommend making that selection with your team. We have worked with many of the main firms involved in the Zoo and Aquarium World throughout the US. Most are highly capable at this Master Planning level, however they each have a slightly different approach and skill set, and wed like to work with Santa Ana Zoo to select the firm that would fit best based on the specific services desired. Upon request, these services can be submitted as an additional service. It is assumed that the Zoo vAll provide a digital base plan of existing topographic information forthe overall campus.Topographic survey services are not included in this proposal. 2 F"iibiY5 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy #_ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative f Appendix Resumes 33 CASp Scope and Fee Breakdown 43 4 Certifications 45 r - � Digital Fide USB Flash Drive enclosed Why Us? Table of Contents 1 Statement of Qualifications a/b Cover Letter & Agreement 1 c Firm &Team Experience 3 d Understanding of Need 6 e Relevant Project Experience 7 f Schedule 17 g References 19 2 Scope of Services 20 Facilities Master Planning Strategic Master Planning 3 ree Proposal separate envelope enclosed Appendix Resumes 33 CASp Scope and Fee Breakdown 43 4 Certifications 45 r - � Digital Fide USB Flash Drive enclosed Tom= nrr M- R , q " i t , i " , ite. ta. (over L t[el 59m�d by mnq , f ¢ rolaAva. lal A-: ryp. of busumse I, A l b. Agreement StaYemenu 11 6111It"111"t.dtnnc U"i" ihs Slanamd a,"""'W ARCNITL,f IURE • LANEKCAPf AACLIITECTURf • EXHIBIT VE5fGN mark e, beauchamp, asla - gregory J. dyhtra, na - gmy h, lee, aia - jbn stufansson, mla January 6, 2017 City of Santa Ana Attn.: Kent Yamaguchi Parks, Recreation & Community Services Agency 20 Civic Center Plaza, 2nd Floor Santa Ana, CA 92701 Re: Proposal for the Santa Ana Zoo Master Plan (RFP NO: 16-131) Dear Mr. Yamaguchi, We appreciate this opportunity to submit our proposal for the Santa Ana Zoo's Master Plan. In collaboration with Zoo Advisors, we are poised to lead the Santa Ana Zoo, City and FOSAZ members in this Master Planning effort. We fully understand that the task at hand is to listen, bring fresh perspective, and to provide sound and innovative facility and business planning services to create a comprehensive facility roadmap for future development, Ultimately, we want to help the Santa Ana Zoo promote their role as a conservation education center and leaders in the local community. As a key player in the zoo planning and exhibit design industry for over 30 years, we understand both the complexities of staff and animal needs as well as the importance of strategically meeting the expectations of your visitors. It is our strength and job to facilitate a unique balanced vision for the Santa Ana Zoo that will serve as a roadmap for growth and stability for the next 15- 20 years. As part of this effort, we will specifically look at the current land use and circulation throughout the campus and bring our expertise to the table to challenge and provoke your team into creating innovative yet achievable solutions. In order to accomplish the goals of the Master Plan we feel it is imperative to consider the following strategies and trends during the planning process: • Guest and Operations Flow: Circulation Systems Hierarchy and Hubs • Integrated Campus Ecology: Sustainable Solutions to Minimize Water and Energy Use • Activity -Based Design: Dynamic, Wellness -focused Animal Habitats • Passages: Weaving of Guest Flow and Animal Encounters • Strategic Visit & Revenue Hubs: Easy, Comfortable and Fun Experiences We have assembled a highly qualified team of consultants to provide the necessary research, analysis and documentation as detailed and requested in the scope of services. In collaboration with CLR, the local team of planners and engineers, including KPFF Engineering and Creative Design Associates, will provide well balanced solutions for several zoo campus categories such as t 215.564.0250 • f 215. 564, 1154 x, Ir es on, con, . 833 chestnut Street, suite 1000 phlladelphia, pa 19107 A 32951aguna canyon road, suite c laguna beach, ca 92651 utility infrastructure planning and CASp analysis and Accessibility planning. KPJ, based out of Los Angeles, will work hand in hand with CLR to develop budgets for key Master Plan concepts and projects. Throughout CLR's 30 -year legacy, we have provided exemplary service and evolutionary thinking in habitat design for our national and International clients. We are now looking forward to the next 30 years and thanks to the proximity of our Laguna Beach office and working knowledge of the zoo from the Otter project, we are well-positioned to provide stronger communication and professional services during this planning effort for the Santa Ana Zoo Master Plan. CLR, an S Corp, concurs with all provisions of the City of Santa Ana Consultant Agreement. We appreciate the opportunity to submit the enclosed proposal for this Inspiring project. Sie Grer, ASLA, LEED GA Greg Dykstra, AIA, LEED AP BD+C AsPrincipal [��3ro4eaA 9i L CLR DESIGN Master Planning, Architecture, Landscape Architecture & Exhibit Design UP H, ,, am lt': 1'. Him soil ream 1.1... 'm N,, tl.II h, rmdcl .e. 5„A,,l ssdlr lot rmm Ariunr:. CLR Design (CLR) is an award-winning architectural and landscape architectural firm focused on designing zoological, animal conservation and botanical spaces around the world that inspire, educate, conserve and protect. With a solid theoretical and practical design foundation, and over 30 years of focused experience, we remain at the forefront of key innovations and trends that began with the advent of landscape immersion and now include activity -based design for animals, adventure education, campus ecology, sustainable design and revenue driven entry complexes. CLR's LEED-CI Gold certified main office is located in Philadelphia, Pennsylvania with 23 highly qualified, full-time staff members. We also recently opened a satellite office in Laguna Beach, CA with 4 additional full-time staff members. The cumulative expertise and perspective of the principals and staff offers clients a unique, comprehensive approach to multi -disciplinary projects. CLR is proud of our long-term relationship with our clients. We have worked with many Institutions and key decision makers for several decades. Following our master planning services, for example, clients often often return for concept development, design and construction administration services. CLR has a proven track record of providing quality professional services, on time and within tight budget constraints. Corporate Business Structure CLR Design, Inc. was founded as a zoological design firm in 1984 and incorporated under the laws of the Commonwealth of Pennsylvania in 1988. The firm is equally owned by three individuals: Mark Beauchamp, Greg Dykstra, and J6n Stef6nsson. CLR Design, Inc. Is legally located at 833 Chestnut Street, Suite 1000, Philadelphia, PA 19107. Design Standards CLR has been focused on Zoological Design and Planning for over 30 years and is familiar with all aspects and AZA guidelines for animal facility design both in North America and Internationally, Additionally we are a full-service architectural and landscape architectural design firm familiar with governing codes and regulations as required of licensed design professionals in these fields. CLR Design will be the prime consultant and project administrator and will report directly to the Santa Ana Zoo, and/or manager of the Planning and Design effort, and will meet with City agencies to facilitate the planning process. CLR's team of sub consultants, providing strategic planning, utility infrastructure and CASp assessment, and cost estimating, will report directly to CLR. Primary Point of Contact Gregg Leicester, ASLA, LEED GA Associate CLR Design, Inc. 3295 Laguna Canyon Road, Suite C Laguna Beach, CA 92677 t215.564,0250 g i e1 ceste r@c I rdes ig n.corn CLR I IAf•:IJAR"6,2017 2 Ib1� It's nice tc, rrnil� iviN� �� lilnl (a.1tl {hal. Isla rsurkecl �rllfl v� scall}' 1liilercnt iou�. I�rc��us,. hr_v Czar slr,,f< rnl:cI]CH,L s9th 1�, ahr�lli lhnh�s ilhl ma, it>n� ,.elr or .,loco .nicl-r7infl lrrn:f- Ih tl t11� j"rc art a dmfl in); i Ificrcnl C fi t;L iA'P tS'1A: (nnc1, 0'r,,'i ,i,, . WITA AHd 700 1 MI�SI hfi PLAN .. PROJECT TEAM CONTINUED Zoo Advisors - Sample Ctlenl Economic Impact Study Zoo Advisors LLC Strategic & Business Planning Zoo Advisors, LLC is a full-serviceplanning andconsulting firmwlth a laserfocuson advancing the missions of zoo and aquariums, particularly AZA accredited Institutions. They do this by providing a comprehensive suite of services connecting mission, margin, and impact. They have over fifty years of collective experience in the Industry. David Walsh, ZA's Founder and Principal, works collaboratively to offer visionary ideas for growth while helping to provide the roadmap on how to get there. The Zoo Advisors team has extensive experience In working with zoos of all sizes across the country, They have helped develop innovative and ground breaking plans for more than sixty AZA accredited institutions of all sizes. They regularly provide expert counsel to zoo and aquarium leaders across the country, Their services include: • Strategic, Master, and Business Planning • New Venture Development • Economic and Feasibility Research • Revenue Generation and Funding • Organizational and Board Data Analysis and Integration Development Education and Conservation • Governance Evaluation Planning Their team is adept at guiding diverse groups through these processes to gain consensus and realize meaningful outcomes. One of Zoo Advisors' strengths is their ability to bring together a diverse group of stakeholders, unite them behind a common vision, and develop an actionable plan toachieve saccess. Their extensive expertise with assessing and analyzing a broad array of data, inputs, and feedback and then identifying key and useful findings demonstrates their ability to listen to many voices, yet come up with focused solutions that work for everyone. In short, Zoo Advisors offers: Decades of experience representing • Insider knowledge with an outsider more than 60 zoo and related viewpoint projects • Innovative and creative thinking Expertise in multiple disciplines A commitment to conservation • Hands-on operational experience Im Utility Infrastructure For more than 50 years, KPFF Consulting Engineers has been providing structural and civil engineering services to architects, government agencies, developers, and contractors for projects with a wide range of functions. Established in 1960 in Seattle, KPFF now has offices in Los Angeles, Irvine, Pasadena, Long Beach, San Diego, San Francisco, Sacramento, Seattle, Tacoma, Lacey, Portland, Eugene, Boise, Chicago, Phoenix, St. Louis, and New York. Cli CASA Accessibility Review Creative Design Associates, Incorporated (CD/A) is a California-based design firm founded in 2004 which offers professional services comprising architectural design, master planning, accessibility code analysis, design/build, real estate development, consulting and technical services. The CDA team has applied expertise covering a broad range of projects including hospitality, mixed use, office, residential, and retail. KPJ Consulting cost consulting Founded in 2014, KPJ consulting is MBE/WBE certified. Jacqueline Chan, the President of KPJ Consulting, has more than 19 years of experience In the construction Industry. She has worked on a variety of project types, including zoos, higher education, government, hospitals, laboratories, K-12 schools, hospitality, residential, and industrial facilities with budgets ranging in value from less than $1 million to more than $200 million. CtR I IAiUAeYa,io,i 2 ot "245 CLR DESIGN FACILITIES MASTER PLANNING, ARCHITECTURE, LANDSCAPE ARCHITECTURE, EXHIBIT DESIGN & PROJECT MANAGEMENT Greg Dykstra, AIA, LEED AP BD+C Principal -tri -Charge Gregg Leicester, ASLA, LEED GA Associa telProJect Manager Larry Dame Exhibit Landscape Designer John Collins Architectural Designer & Illustrator ZOO ADVISORS STRATEGIC MASTER PLANNING David Walsh President & ChlefAdvisor Kathy Wagner SenlorAdvlsor ZacharyWlnfeld Director ofAnal ysls & Marketing K. CDIA KPJ CONSULTING UTILITY INFRASTRUCTURE CASP ACCES5IBILITY REVIEW COSTCONSULTING Shared GanJU, PE Glenn Dea, AIA, ADAC, CASp Jacqueline Chan Associate Vice President President, Senior Cost Manager I" 299 9b1{ SAiN[A ANA Zoo i MASTER PLAN .i RFP W101"mut': ld. UnhatandIng d Geed: IMni_ a mopwil apo uaz6, Imp, nrms... y la SuaSsful mn,pledun, ami sugyatian, m gigfial mnrenv chat d¢ ClpshMld he n;aJaar,ary of. The Santa Ana Zoo is at an exciting yet critical point in Its development. The Zoo has an aging infrastructure and the last Master Plan was conducted almost three decades ago. In that time the zoo world has evolved, with new cultural expectations, standards of animal husbandry and modes of design. Ourgoal with thisstrategic and facilities masterpan Is to ensurethat Santa Ana Zoo is best positioned to maximize these opportunities and not only meet the challenges, but catapult itself tothe next level by becoming a regional destination, a leader in conservation, and cementing Its place as a community asset for education and recreation. Our approach to this process is guided by several core values. Our work will be: • Innovative: big thinking and outside perspectives create truly visionary Ideas • IniIUSIVa' our process listens to and respects all voices • Sustainable; we appreciate the interdependence of human -built and natural environments that contribute to a responsible and cost effective design response, as well as the financial realities of what It will take to succeed strategically. We understand' that the Zoo is not an island, but part of the community. The process we have laid out recognizes that fact and will identify opportunities to link the Zoo both physically and programmaticaIlywith the landscape that it shares with its neighbors. The CLR and Zoo Advisors team Iles experience working collaboratively with a varletyof clients across many different types of projects, ranging from single habitats to completely new majorfacilities. Additionally, we have Intimate knowledge of Santa. Ana Zoo's operations due to the recently completed governance study with Friends of Santa Ana Zoo, and the on-going Giant River Otter project. Facilities Planning Having prepared dozens of Master Plans for zoological institutions of all sizes, CLR appreciates that each client is unique. Itis our strength and job to facilitate a balanced vision for the Santa Ana Zoo that will serve as a roadmap for growth and stability for the next 10-20 years To accomplish the goals of the Master Plan, we feel it is imperative to con side numerous strategies and trends during the planning process Including Improved circulation and land use, long-range utility Infrastructure planning, and most importantly, the development of a Master Plan vision that will help steer animal collection priorities and conservation/education initiatives. We will bring our experience to bear on the specific challenges of the Santa Ana Zoo. For example, if the original grant deed's mandate that the zoo must maintain at least 50 monkeys at all times is applicable, CLR has done some of the best and most Innovative, activity -based primate exhibits in the world. With the right mix of design innovation, community involvement, and a shared passion for animals, the Master Plan will be a sustainable and actionable blueprint for our three clients: the animals, the zoo staff, and your visitors. Strategic Planning Many trends may Impact the Zoo's future: changing perceptions of zoos by the millennial generation; increasing challenges of managing a diverse animal collection; rising costs for animal care and exhibits; and added competition for leisure time. Somemay look at these as negatives. Zoo Advisors looks at this evolution of zoos as an opportunity. We believe the future is bright and bold for the industry: the last two years have seen close to $t billion being invested in new exhibits; attendance is up at a majority of AZA facilities; and revenues have grown considerably from a diverse range of sources. Your new strategic master plan will energize the community and put the Zoo on a path towards long-term growth and success. It's a plan that will align your experience, programs, and people with your recreation, education, and conservation mission. Zoo Advisors has unrivaled and demonstrated expertise in the strategic and operational challenges facing the Santa Ana Zoo as It prepares for a great leap forward. 6 CLR I IANUPRY6,tun A W`' 7 RPP6egm ,,,,etI: ie. Be levant P,ejeat renew,;Ae nm- rcmun r , n 9nl nc-+pI" e p>_ticc-name rel"Thecal r14 1'. hlg t me so Qkpro),do. f0ka,,db'm ,'-3 Zc'Ad, so-,wprelrne Our Interdisciplinary team of architects, landscape architects, and exhibit designers brings the necessary experience to successfully deliver this project. CLR's work is exclusively zoo related, working with over 70 zoological Institutions throughout the world. We have completed designs for numerous master planning projects varying in size and complexity from 11 acres to over 1300 acres, from stand-alone zoos to complex park/site integration master plans. Every project is unique; every project has its own needs and goals. We approach each one individually and find that looking at the needs of the animals, staff, and visitors - what we call our three clients - reveals the majority of the critical Issues that face every project. For animals, It's about activity and choice, and creating habitats that command the respect they deserve. For the visitor we strive to provide interactive, educational and fun experiences to inspire them to action on behalf of animals and ecosystems both locally and globally. We pay careful attention to visitor services during the Master Planning process with an eye to the need for easy, comfortable entry and circulation through exhibit zones. Visitor services are a never ending priority, Our goal is to turn visitors into Zoo members and advocates for the Zoos mission. We are strong advocates for managing the Zoo's vision within the context of scope, budget, time and quality and understand the need for balanced investment models that wisely invest In exhibits, visitor services and campus infrastructure. CLR Mosier Plans completed within the Last 5 Years M LOCATION SITE A DPA International Crane Foundation Baraboo,Wl 225 AC Lemur Conservation Foundation Myakl<a,FL 121 AC Louisville Zoo Louisville, KY 134 AC John Ball Zoo & Park Grand Rapids, MI 140 AC Zoo Knxoviile Knoxville,TN 92 AC Denver Zoo Denve,CO 80 AC Utah's Hogle Zoo Salt Lake City, UT 40 AC Como Zoo St.Paul,MN 14 AC Fort Worth Zoo Fort Worth,TX 64 AC Mesker Park Zoo Evansville, IN 90 AC CLR Moster Plans completed 2005-2011 Cleveland Metroparks Zoo Cleveland,OH 183 AC Oregon Zoo Portland,OR 64 AC Omaha's Henry Doorly Zoo Omaha, NE 112 AC Philadelphia Zoo Philadelphia, PA 42 AC Patin Beach Zoo West Palm Beach, FL 23 AC Naples Zoo Naples,FL 45 AC Fresno Chaffee Zoo Fresno,CA 39 AC The Maryland Zoo in Baltimore Baltimore, MD 135 AC --------- ZooAmerica Hershey, PA 11 AC YEAR GOV. COMPLETE FUNDING 2016 2016 2016 — 2015 2u1� 2014 2013 2013 2012 2012 2011 2011 2010 2009 2009 — 2008 2008 2006 _ 2005 clP, I 1nNlunevv,zovES-2b SM[A AN;, 100 1 MASTER PI All ,J ED D E 5 1 G N Master Plan DENVER ZOO I DENVER, COLORADO I CLIENT The Denver Zoo is the most visited cultural institution in Colorado, serving over 2 Denver zoological society _ million people in 2012. The Zoo is also an Institution with a global reach, supporting CLIENT REFERENCE conservation programs in over 60 countries In the past 20 years. In 2011, the Zoo George pond decided to undertake a new master planning effort to better leverage the Zoo's VP FOR CAMPUS MANAGEMENT physical campus to serve the growing local and global communities, and the CAMPUSMANAGEMEN7 T. no. 337. tags following year approached CUR in 2012 to Join their effort. PRmECTSIZE CLR facilitated several workshops and brought institution -specific Ideas to the table eo Acres that ultimately formed the framework for the new master plan. starting outside MASTER PLAN COMPLETION the campus, the idea of"Frontage" creates Iconic architecture along the northern. zoic edge of the Zoo to advertise the Zoo as a place for educational and special event opportunities as well as seeing exotic animals. Inside the campus, the ideas of "How'; Planning Master Planning Master "Guest Experience Hubs" and "Clustered Uses" organize the circulation, amenities _......_____... ...._..._._._...._.......... and support facilities to provide a safe and comfortable experience for both visitors KEY PERSONNEL and staff. "Zoo as a Classroom" includes a centralized education facility combined Greg LIa,AIA,LEEDAPRD+{ PRINCIPAL INCHARGE � p with small satellite classrooms linked with unique animal experiences throughout Larry name the campus. Existing small animal exhibits will be combined into larger areas, better ExFRRITDEs1GNER meeting the health needs for specific animals, allowing for future flexibility in the John Collins animal collection, and providing more opportunities for engaging animal crossings ARCHITECTURAL DESIGNER K ILLUSTRATOR with guests, "Campus Ecology", a concept that highlights natural processes, is woven into the new master plan with a braided visitor path and campus reforestation. f LR I IAtIUAftY G, 2017 2''OKU A49 Ed p Master Plan 2030 pUTAH'S HOGLE ZOO I SALT LAKE CITY, UTAH D E S I G N CL1FNT The comprehensive planning effort for Utah's Hogle Zoo Master Plan 2030 Utah Zoological society commenced with an analysis of the existing zoo campus, with a special focus on CLIENT REFERENCE identifying the critical programmatic and operational needs,aswell as developable Craig Dinsmore land available. The initial planning process built on the strong framework of EXECUTIVE DIRECTOR exhibits and facilities that exists today as a result of steady project implementation e01.582.1636 _.—__.—__..____... ..... ......__,,_„_ from 1999 through 2014. Those projects, which were part of the 7999 Master PRolECTS0 Plan developed by CLR, Included the Entry Complex, Elephant Encounter, Asian 42 Acres Highlands, Wildlife Theater, Oasis Plaza, Rocky Shores, the Maintenance and MASTER PLANCOMPLETION Operations Building, and African Savanna, 2013 . . ..............„._.. The focus of the new Master Plan includes Increasing animal collection diversity, an SERVICES IrYl pdCtfUl animal collection planning, improving conservation and education Master Planning -._..-..-11-1-1-1-1-1--l' --- ------ — messaging, dynamic experiences for children, consolidated and expanded guest Rev PERSONN Et and staff pa rking zones, and improved guest services and Infrastructure to anticipate Gregg Leicester, ASLA, LEER GA attendance growth. Located in the foothills of the Wasatch mountain range, the PROJECTMANAGER John Collins Zoo's challenging topography requires in depth site analysis to determine the best ARCHITECTURAL DESIGNER& options for development to Improve the visitor circulation system and maximize ILLUSTRATOR land use for animal habitats. Key animal attractions proposed include a Diversity of Life & Education Complex, new Great Ape & Primate Forest Habitats, Lighthouse Point Children's Zone, and several strategic facility upgrades. WNIA ANA /00 I MAS I ER PLAN �I` Ea D E S I G N Master Plan OREGONZOO I PORTLAND,OREGON CLIENT The Comprehensive Capital Master Plan evolves the Oregon Zoo into a state -of - Metro Regional Government the -art campus with game changing exhibits and a very light water and energy CLIENT REFERENCE footprint. In tandem with rigorous attention to animal welfare, enrichment and I<IM SMINI visitor experience, pre -schematic designs for $125 million in bond -funded projects PREVIOUSDIRECTOR integrate a comprehensive sustainable water and energy infrastructure that g p 9Y Currentlyntlyatat The international crone Foundation supports and adapts to emerging technologies. T. 6013.356. 0462 ..-_..._....... _ The Oregon Zoo aspires to become the most significant and inspiring conservation PROJECT SIZE and sustal nability educational tool in the metro area,demonstrating the successfEll 64 Acres coexistence of humans, animals, and nature, and operating as a vital IInk to local MASTER PLAN COMPLETION and global species and habitat conservation and survival. 2011 The Asian elephant project opened in December, 2015. As the first of the bond - DESIGN SERVICES funded projects to break ground, the project includes a diverse and expansive Master Planning elephant habitat with a strong gateway presence on the east end of campus.This phase also accomplished the greater part ofthe utility infrastructure loop,a service KEY loop connecting operations centers, and a new home for the train with enhanced, Greg Dykstra, AIA, LEEDAP eD+c PRINCIPAL N CHARGE elevated views. Gregg Leicester, ASLA, LEED GA PROJECT MANAGER John Calks ARCHITECTURAL DESIGNER k ILLUSTRATOR 10 CLR I JANUARY n, 2017 Ed Master Plan OMAHA'S HENRY DOORLY ZOO I OMAHA, NEBRASKA D E S I G N CLIENT CLR completed this master plan for the 112 -acre Henry Doorly Zoo establishing Omaha Zoological Society an inspiring roadmap for the future of the institution. The new master plan _-- ......_-_ CLIENT REFERENCE effort focuses on undeveloped areas of the campus, existing areas in need of Dennis Pate redevelopment, older exhibit zones, expansion for enhanced parking, as well as exECUIVE DIRECTOR&CEO a new entry complex that will make the visitor arrival experience easier and more T. 402.738.2630 comfortable with new ticketing, membership purchases and shopping for gifts. PNOIECTSIZE 112 Anes MASTER PLAN COMPLETION 2011 RESIGN SERVICES Master Planning REY PERSONNEL Greg Dykstra, AIA, LEER AP BD+C PRINCIPAL IN CHANGE. Gregg Leicester, ASLA, LEED GA PROJECT MANAGER John Collins ARCHITECTURAL DESIGNER R ILLUSTRATOR New Initiatives will include a major African Grasslands experience, the Andean mountain regions of South America, and the Asian forests and upper highlands. These three exhibit zones will bring new state-of-the-art outdoor Immersive experiences to the Henry Doorly Zoo. Event and revenue opportunities will be enhanced through the expansion of the existing Garden of the Senses into the new African Grasslands and will create a central event lawn with visitor amenities and lodges for indoor events and sheltered picnics. Additionally, a new Aquarium Conference Centerwill provide a wonderful enhancement to the existing aquarium experience and satisfy another market demand for a creative one -of -a -kind rental experience in the city of Omaha, Education programs will grow throughout the Zoo with a dedicated Adventure Education zone as well as a dispersed series of children's play areas located at every exhibit zone. 2919:' 12 SArIL1 AW, Z00 I MASTER PLAN I I Master Plan PALM BEACH ZOO I WEST PALM BEACH, FLORIDA D E S I G N CLIENT The 2008 Palm Beach Zoo Master Plan represents a collaborative effort between Zoological societyofthePalm CLR Design, Sharpe Project Developments, Inc.,Schultz &Williams, Inc., and many Beaches, Inc. _____.._..-__.-_...._._ ...... ... ... __...... individuals from the Palm Beach Zoo executive staffand Board of Directors. In May CLIENT REFERENCE of 2008,the Palm Beach Zoo and theSouth Florida Science Museum commissioned Dr.Terry Maple CLR to prepare Master Plan documents for each institution, The primary objective PREVIOUS DIRECTOR multiple show and keeper demonstration areas. of the Zoo Master Plan was to provide a comprehensive road map for future Andrew Aiken cuRRENTDIaGCToe development, with a special focus on"greening"the overall Park and Zoo campus, T. 591. 23.0987 and redefining how visitors arrive, circulate, and enter the Zoo PROJECT SIZE The Master Plan, focusing on a 10-20 year implementation time line, addresses 23 Acres over a dozen major exhibits and visitor amenities that affect all parts of the Zoo. Greg Dykstra, AIA, LEED AP BD+C ARCMI'LCI 'URAL ADVISOR Gregg Leicester, ASLA, LEED GA PROJECT MANAGER 12 CLR I JANUARY 6, 2017C„��t4� With the proposed relocation of all visitor parking to an adjacent parcel of park MASTER PLAN COMPLETION 2009 land, the Master Plan proposes a major new entry complex, improvements to _." ...... ---- "'" ----` existing circulation systems, and a dramatic increase in animal exhibit land use. In DESIGN SERVICES addition, and in fulfillment of the Palm Beach Zoo's commitment to conservation Master Planning -- --- ---- and education, initlal concepts were developed for a new wellness center, and KEY PERSONNEL multiple show and keeper demonstration areas. Greg Dykstra, AIA, LEED AP BD+C ARCMI'LCI 'URAL ADVISOR Gregg Leicester, ASLA, LEED GA PROJECT MANAGER 12 CLR I JANUARY 6, 2017C„��t4� Facility Master Plan Ea FRESNO CHAFFEE ZOO I FRESNO, CALIFORNIA D E 5 1 G N CLIENT CLR was commissioned by the Fresno Chaffee Zoo, and the City of Fresno, to Fresno Chaffee Zoo Corporation develop a Facility Master Plan for the 18 -acre Zoo and the surrounding 148 -acre CLIENT a IT11 EREN11 C 11 E Roeding Park. The primary objective of this planning effort was to provide a Lewis Greene comprehensive road map for future development, with a special focus on"Measure PREVIOUS DIRECTOR Z" bond acka g, and implementation, which included a 21- Currentlyatthe Columbus zoo and Aquarium projectIn p g g, phasing, acre expansion to the Zoo. T. 614.645.3415 Over the 8 month planning process, CLR developed new land use and circulation PROJECT SIZE models for Roeding Park and the Fresno Chaffee Zoo. This new organization 39 Acres simplified vehicular and pedestrian Circulation systems, and proposed a new parking hub and main entrance to the Zoo, which proved to be a key solution and MASTER PLAN COMPLETION driver of the spatial organization of the Master Plan. New paths, gardens, event 2008 venues, attractions, and other recreation concepts were developed fort e par DESIGN Planning system. The Zoo Master Plan focused on redefining and refurbishing the existing masterPlanning Maste ----------�'"'---- 18 -acre menagerie Zoo campus, as well as developing completely new ideas for KEY PERSONNEL the 21 -acre expansion site. New Initiatives at the existing Zoo campus include a Prey Dykstra, AIA, LEEDAP sD+c g new entry tr villa d kin hub, diversityof life pavilions and education y ge anparking PRINCIPAL. IN CHARGE Gregg Leicester, ASLA, LEED GA hub, children's zoo, sea lion habitat, Asian elephant and archipelago habitats PRaecTMANAGER expansion, and a new rainforest aviary pavilion. John Collins ARC611TECTURAL DESIGNER & ILLUSTRATOR 2919-134 S,4hl[A ANA /i I EA AS I L[I H-Aill „ r Master Plan CINCINNATI ZOO & BOTANICAL GARDEN ( CINCINNATI, OHIO D E S I G N CLIENT The Cincinnati Zoo & Botanical Garden, a National Historic Landmark, is the second Zoological Society of Cincinnati oldest zoo in America. CLR completed a Master Plan for this unique 75 -acre site that CLIENT REFERENCE respects Its historical Integrity while utilizing Its diverse animal and plant collection Gregg Hudson to move it into the forefront of exhibit design and conservation efforts. PREVIOUS DIRECTOR accommodating and enriching its more than 1.2 million visitors each year. Carreotlortbe The Master Plan, allowing for a 10-20year implementation schedule, addresses over Dalian Zoo PROJECTMANAGER a dozen major exhibits and visitor amenities that affect all parts of the zoo, With the T. 214.670.6742 -- proposed relocation of all visitor parking to a newly acquired 14 -acre tract of land, PROlECTSIZE the Master Plan proposes a major new entry complex, improvements to existing 75 noes circulation systems, and a dramatic increase in animal exhibit land use. in addition, MASTER PLAN COMPLETION and in fulfillment of the Cincinnati Zoo's commitment to conservation, initial 20.03 _ T concepts were developed for a 100 -acre satellite Conservation and Breeding Center. RESIaN SERVICES In partnership with the vision and direction of the CLR designed Master Plan, the Master Planning Cincinnati Zoo & Botanical Garden is in a better position to fulfill its mission of KEY PERSONNEL creating adventure, conveying knowledge and conserving nature while graciously Greg Dykstra, AIA, LEEDAP BID -C accommodating and enriching its more than 1.2 million visitors each year. ARCHITECTURAL ADVISOR Gregg Leicester, ASLA, LEED GA PROJECTMANAGER John Collins ARCHITECTURAL DESIGNER & ILLUSTRATOR I A CLR I JANUARY G, 2017 2t�-'t *435 Master Plan ITOLEDO ZOOLOGICAL GARDENS I TOLEDO, OHIO O E 5 1 G N CLIENT The Toledo Zoological Society CLIENT REFERENCE Rick Payees DIRECTOR OF FACILITIES & PLANNING T. 419.385.5721 PROJECT SIZE 61 Acres MASTER PLAN COMPLETION 2003 DESIGN SERVICES Master Planning KEY PERSONNEL Gregg Leicester, ASLA, LEER GA PROJECTMANAGER Larry Dame EXHIBIT DESIGNER John Collins ARCHITECTURAL DESIGNER& ILLUSTRATOR CLR has worked with the Toledo Zoo on a continuing basis since the mid -1980 s on a wide variety of programming, master planning and exhibit design projects. The 1995 Toledo Zoo Master Plan entailed a major 30 acre expansion north of the existing 31 acre "historic" zoo, CLR worked closely with strategic business planning guidelines by developing a plan incorporating a totally new parking and visitor service entry complex, a new pedestrian bridge over Anthony Wayne Trail, new sites for off -exhibit animal conservation programs, new maintenance and support areas, a new African savanna exhibit, and a new Arctic Encounter exhibit featuring polar bears, seals, and wolves. In 2003, CLR completed an update to the 1995 Master Plan. This current plan focuses on aggressively improving the "historic"zoo exhibit attractions, site circulation, and visitor service facilities, while still preserving the architectural integrity of the WPA era buildings and gardens. A few of the major redevelopment concepts include a new children's village, anew aquarium, anew education facility,andanexpanded pachyderm trail exhibit sequence. This Master Plan develops a strong new direction for the Toledo Zoo with an emphasis upon quality animal exhibits and an exciting family visitor experience. SAW7A I11M7i 200 1 Iv1A5l EFi PLAN fid In recent years, Zoo Advisors has been engaged by many institutions to develop successful plans. Recent clients for whom their team has completed relevant work include; Rosamond Gifford Zoo Led a comprehensive planning process that integrated strategic, master, and business planning to create a roadmap of site enhancements designed to Implement a new strategic vision. Zoo Knoxville Conducting business planning for the Zoo to accompany its ambitious master plan, with a focus on revenue generation and guest services. Zoo Advisors also facilitated the Zoo's current strategic plan and worked on the current master plan in collaboration with CLR. Saint Louis Zoo Conducting planning for the Zoo's multitude of business operatlons with the goal of maximizing high -performing areas and finding opportunities for growth in others. Worked on developing a bold master plan vision focusing on the five core areas of the Zoo. Seneca Park Zoo Worked cooperatively with teams from both the public and private sides of the Zoo's operating team to create a bold new strategic plan in concert with a new master plan, Chattanooga Zoo In conjunction with aiding in the development of the Zoo's master plan, Zoo Advisors conducted integrated strategic and business planning across the full suite of Zoo operations to ensure maximum mission Impact, revenue generation, and guest satisfaction. EI Paso Zoo Working with an integrated planning team with stakeholders from both the City of EI Paso and the EI Paso Zoological Society, Zoo Advisors conducted a business planning process concurrently with the development of a new master plan. 16 C L R J IA UARI'6, 2017 25f't�7 W 3 MAR 2017 APR 2017 MAY 2017 MASTER PLAN TASKS 8 I AegntrementI: If 5111111 oft.0 tailed 5(1,v le basal u cal @e W h Ing aga pmviAa� n ,Wt"r-otItc. r.n r_ kla,tlrnfl _, 11 .L a yo Va 11 b_eo ,tnl�l MONTH 4 S 6 JUN 2017 JUL 2017 AUG 2017 SEP 2017 TASK I: Kick-off Meeting INVEN EORYANALYSIS E"�?,iTi • Data Collection & Assimilation IS N N N 0 p 0 0 R • Data Organization &Analysis 0 6 6 61 N 6 g j TASK R: I CONCEPTTESTING & DEVELOPMENT • Trends Rewcrcb&'listing 11 6 • Preliminary Plan Development &Review TASK III: MASTER PLAN DEVELOPMENT • Final Plan Completion & 6 U® 0 U D H 0 • Implementation Analysis A 0& 0 A D R R U finl t MP Presentation'" TASK IV: STAKEHOLDER ENGAGEMENT *Key Reviews * * I Ongobtg Zoo Staff, Cityand FOSAZ Meetings 6 61 6 1111 6 111®1 61I 1 R 6 6 11 61..1 6 01 M 1119 11111111 A STRATEGIC BUSINESS PLANNING I ZOO ADVISORS LLC Fritts HV(see Strategic Planning Scope ofServices,P.24) M RAMOS go SAM MASE1 OEM No Vi rM fa MEETINGS 00iteWorksbops/Presentations ® 0 0 i 0 Interim Team Conference CallsAVeb Meetings Q Q 0 € ri-Site Workshop Format Day 1; AM Santa Ana Zoo Staff A, Consultant Team Session PM Flexible Work Session (issue Exploration/Consultant Team Meetings) Day 2: AM Flexible Work Session (Idea Testing/Consultant Team Meetings) PM Sat nta Ana Zoo Staff& Consultant Team Session(Summary, Wrap-up and Next Steps) CLR I IANIIARY 6, 20'17 Ib SAiNIA AfiA700 I MASTER PLAN F As Indicated in the table below of our current workload, CLR is maintaining a stable group of projects but is by no means at peak capacity. Therefore, we are able to bring our most skilled professionals, as mentioned In this proposal, and fully commit their Involvement. Our two offices, including a staff of 23 based in Philadelphia and 4 based in Laguna Beach, provide additional in-house resources, Gregg Leicester, based in Laguna Beach, will manage the project and support staff of architects, landscape architects and exhibit designers working out of both offices to provide professional services, CtB's Current Workload CLIENT PROJECTROLEANOPHASE TARGET COMPLETION Arusha Interpretive Center Sub -Consultant Role, working with local firm 2017 Audubon Zoo Lion Exhibit Prime Consultant, Schematic to Design Development 2017 Cape May Zoo Small Primate Design Prime Consultant, SD to CA services 2017 Como Zoo Seal & Sea Lion Exhibit Prime Consultant, SO to DD. Anticipating CD/CA 2018 Dallas Zoo Hippo Outpost SD Prime Consultant, SO only, Anticipating future work 2016 Port Worth Zoo African/Asian Predator Prime Consultant ongoing Great Plains Zoo Bear Exhibit Prime Consultant, SD to CA on hold Henry Doorly Zoo - Asia Project Sub -Consultant to local, SO to CA services 2019 Henry Doorly Zoo- Conservation Academy Sub -Consultant to local, SO to CA services 2017 Jacksonville Zoo Master Plan Master Plan 2017 Knoxville Zoo Tiger Asian Trek Prime Consultant, Master Plan to CA services 2018 Louisville Zoo Snow Leopard Exhibit Prime Consultant, SO to CA services 2018 Maryland Elephant Project Prime Consultant, SO to CA services 2019 Maryland Zoo Leopard Exhibit and Holding Building Prime Consultant, SA to CA services 2017 Maryland Zoo - Lion/Giraffe Project Prime Consultant, SD to CA services 2018 Northeastern Wisconsin Zoo Master Pian Master Plan 2017 Oregon Zoo Polar Bear Prime Consultant, SD to CA services 2019 Sacramento Zoo Blodiversity Center Prime Consultant, SO to CA services 2019 Sacramento Zoo Master Plan Master Plan 2017 San Francisco Zoo - Chimpanzee& Orangutan Passage Phase Prime Consultant, SO to CA services 2017 Singapore Zoological Gardens Master Plan Master Planning 2017 18 Cl R I JANUARY 6,2017 2 -`�9 FOR CLR: MR. KYLE BURKS Director/CEO Sacramento Zoological Society 3930 West Land Park Drive Sacramento, CA 99822-1123 kburl<s@saczoo.org 916.808.5886 MR. DENNIS PATE Executive Director/CEO Omaha's Henry Doorly Zoo 3701 South 10th Street Omaha,NE 68107-2299 dpate@omahazoo.com 402.738.2030 MR. CRAIG DINSMORE Executive Director Utah's Hogle Zoo 2600 Sunnyside Avenue Salt Lake City, UT 84108-1454 cd i n s mo re@ hog lezoo.org 801,582.1636 MR. SATCH KRANTZ Executive Director Riverbanks Zoo & Garden 500 Wildlife Parkway Columbia, SC 29210 sl(rantz@rive.rbanks.org 803. 779. 8717 RFP Aegl�inenenls: lg AeIOICnm5101' fG,iRiCc' ( II, o'Icenti i ili.l,%arosci Jaz FOR ZOO ADVISORS: MR. LARRY SOREL County Zoo Director Seneca Park Zoo 2222 5t. Paul St. Rochester, NY 14621 I Sorel@monr0ec0unty.g0v 585. 336. 2505 MS. JANET AGOSTINI President + CEO Friends of Rosamond Gifford Zoo 1 Conservation Place Syracuse, NY 13204 jagostini@rosimondgiffoidzoo.org 315.438.8511 MS. USA NEW President & CEO Zoo Knoxville 2500 Knoxville Zoo Dr. Knoxville,TN 37914 Inew@zooknoxvil I e,org 865.281.1355 MR, STEVE MARSHALL. Director EI Paso Zoo 4001 E. Pai5ano Dr. EI Paso TX 79905 marshallrs@elpasotexas.gov 915. 212.0966 SkPIrA 11 PIA Zf) MMIIkPIAq Workshop Facilitation Anal)W,q Diagram, Cincinnati Goo Maslor Plan OVERVIEW far Regok me'la! 2. Snipe of Servam mull the o-u,k pliazu m be ,j plocd, th, I,M m he oa'T'Ifl 'd and the delmemhl mW p"'Ided, a' h"""wdlute IL^P""at Abedule 1klo e pay, D. SU31eq, {hu'nr Snipe nn pe found m page 14. Den,II, WAST, Smdy Srote,a i h, r w d un Paye 41. Our master planning approach engages the Owner at each step of the design and documentation process. It is an active and iterative process of exchanging ideas, concepts, and trends across the team crafting the unique vision appropriate only to the Santa Aria Zoo. We utilize Face to face workshops, web -based conference calls, meeting summaries and follow-up, and targeted document review periods to realize the vision, During this process our Interactive workshops provide the opportunity to engage all stakeholders In the vision development, including Zoo senior management and staff, FOSAZ Members and City and government officials. WORKSHOPS & APPROACH Our workshop format is designed to be flexible, but allow plenty of time for general review and discussion. We want to achleve a balance between meeting with the Owner's team to assess options, and having the time to make Immediate adjustments to concepts and ideas for another review with the design team. Each workshop is documented by a report summarizing the proceedings as a baseline forthe next steps. This will be critical in creating a retrievable record of the evolution of the planning process so that each stakeholder and design team member Is fully engaged. The CLR team has had considerable success with an open and highly interactive workshop approach to planning, designing, and decision making. We explore and Incorporate the points of view, observations, recommendations, and expectations of staff Involved in the project's development. We have found that this approach not only gives the client maximum Input and control of the final product, but also forges an active constituency for the project. These active workshops enable us to test ideas quickly to see if they are valid or not. The result is a Master Plan tailored to the client's needs that Is thorough, creative, and achievable. WORK PLAN & DELIVERABLES Our work plan proposes a 4 -Task approach, Including a series of on-site workshops (see schedule enclosed) to execute the proposed scope of work. The workshops are organized sequentially to move from general topics and analysis, to very specific proposed site concepts, and ultimately to discussions centered on phasing and implementation strategies. TASK I - INVENTORY & ANALYSIS Reviewthe current land use forthe Santa Ana Zoo in orderto determine topographic and site data, and to document key issues and use patterns such as natural systems, site circulation, access, parking, infrastructure, landscapes, exhibits, rides and other attractions and services. Document these key patterns within a Site Analysis Report and make recommendations for proposed site program priorities, The team will also review the available historical documents to better understand the Zoo history, past projects, as well as any documents defining current orfuture priorities, 20 CLR (JANOARY 6, 2011 {, 2141 Inventory Mapping: • Access Roads and Visitor Parking • Visitor Circulation Systems and Accessibility Review • Visitor Amenities, Retail and Food • Services Roads Topographical analysis and slope Vegetation, Gardens and Shade • Existing Animal Exhibits and Support Facilities Rides and Attractions Infrastructure Review Building Conditions Analysis Diagrams: Flow Enhancement Patterns Experience Enhancements Hub Development Opportunities Exhibit Enhancement Opportunities Back -of -House Support Needs • Campus Ecology Key Deliverables: Meeting Minutes from Workshops, Meeting Minutes from Interim Coordination Meetings and Web -based Conference Calls (see schedule). • Narrative consisting of site findings and workshop decisions, and preliminary vision and goal statements. Progress Master Plan Booklet consisting of inventory mapping, site analysis diagrams and plans, and key facility priorities. CASA Study and Recommendations. TASK II - CONCEPTTESTING & DEVELOPMENT We will begin to Identify key high-priority zones for detailed study and integration into the Master Plan. We will also overlay the analysis with a filter of current trends and innovations occurring at other national and international zoos, aquariums, and attraction - based institutions. During and after the proposed workshops, CLR will prepare preliminary drawings of these zones showing the integration of key design test concepts. Anticipated focus topics include Flow: Enhance Visitor Circulation and minimizing congestion Experience: Significantly enhance visitor encounters and fun family experiences Hubs: Direct Visitor Circulation and Experiencesto flowthru Revenue Hubs • Training & Science: Activity -Based Habitat Design -Science Based Campus Ecology: Multiple decade shift to smarter, lower energy use operations Exisling Circulation Analysis, Ornalra's HewyDoorly Zoo Atasler Plan Early Concept Plan, Fresno Chaffee Zoo Alasterplan A9 blit 1 S A r Ui (0" l00 I NIASIER Pt IN f 7lrarnatic Zones, john Lull Zoo MasterPlan CLR facilitated workshop, Oregon 'Loo Master Plan Specific high-priority zones within the Master Plan organization, once identified, will consider and Include; Visitor and service Flow, solved at the campus level Guest amenities including plazas, shade, comfort, and rest rooms Visitor services including food & beverage and gift • Animal habitats and land -use strategies Thematic organization of zones and exhibits Zoo operation facilities, shops, and back -of -house animal support and care Campus Ecology and landscape systems to better manage water and energy Parking expansion options Proposed utility infrastructure upgrades Botanical planning and landscape strategies Key Deliverables; Meeting Minutes Including workshop decisions and revised vision and goal statements. Meeting Minutes from Interim Coordination Meetings and Web -based Conference Calls (see schedule). Test concept diagrams, plans and narratives that propose new campus land uses, flow/circulation patterns and transformative exhibit ideas. Preliminary Campus and Exhibit Zones Organization Plan. Preliminary Botanical Concepts and Landscape Zones, Progress Master Plan booklet including text, exhibit concept narratives, diagrams, plans, and Illustrative sketches. Preliminary theme and storyline statements and look&feel images will be defined here. TASK III — MASTER PLAN DEVELOPMENT This task will focus on concept refinement, developing a series of Illustrative plans and program narratives of the proposed Master Plan projects, and creating the final draft overall Master Plan organization composite, CLR will also prepare order of magnitude budgets for each project zone as well as implementation/phasing plans. The fully coordinated and approved set of Master Plan deliverables will be assembled to summarize the 6 month planning effort, and to serve as the roadmap for future development for the next 10-20 years. All war]<will be coordinated with the concurrent Strategic Business Planning effort. Key focus topics and tasks include: Development and refinement of Comprehensive Site Plan including project zones, exhibit concepts and major landscape elements. Project prioritization, implementation approach and schedule/timelines. Capital cost assessments for project zones. Zoo Business Plan Integration. Development of narratives, drawings; sketches and perspective renderings to clearly illustrate the key project concepts. 2_A cLR I JAIiuARY6,2017 2W-143 Key Deliverables: • Meeting Minutes including workshop decisions and the final Master Plan vision statement(s). • Meeting Minutes from Interim Coordination Meetings and Web -based Conference Calls (see schedule). • Executive Summary: 10-12 pages including plans, graphic illustrations and perspective renderings, narratives, schedule of implementation, and probable cost summaries. Master Plan Book Volume I: 25-30 Pages (estimated) Summary of the Project Zones. Additional support sketches, text, reaps and charts will be provided to further define the project zones. Master Plan Book Volume 11: The Appendix, binding of Master Plan Analysis Mapping Workshop Reports and key Conceptual Framework illustrations and diagrams into a single Volume. PowerPoint summary of the Master Plan, including plans and Illustrations and sketches. Illustrative renderings for key select project zones that can be used for promotional purposes (proposal assumes 3 total). PDF's of all information noted above. TASK IV- STAKEHOLDER ENGAGEMENT This "Task" is proposed as an ongoing effort that would begin during the Concept Development phase and would continue through the completion of the planning process and acceptance of the Master Plan document. During our proposed workshops, CLR Is prepared to meet with the Zoo's various stakeholders and constituencies (which may include Zoo senior management and staff, FOSAZ and City officials) in order to facilitate Input and engagement, Key Deliverables: Meeting Minutes from Workshops Other graphics, charts and sketches developed during any Engagement meetings will be scanned and included as part of the planning process, k 26644 r a r, Badding Plans and Angrarn, Oiahe Flogle 7oo Master Plan Aeriat Peispecilve Illustration by John Colitns, Cleveland Goo Master Plan CLR facilitated piddic engagement Z00 MAS IER PLAN SCOPE OF SERVICES: STRATEGIC PLANNING Sample Client Mission and Goals METHODOLOGY Our master planning approach engages the Owner at each step of the design and documentation process, It Is an active and iterative process of exchanging ideas, concepts, and trends across the team crafting the unique vision appropriate only to the Santa Ana Zoo. We utilizeface to face workshops, web -based conference calls, meeting summaries and follow-up, and targeted document review periods to realize the vision. During this process our interactive workshops provide the opportunity to engage all stakeholders In the vision development, including Zoo senior management and staff, FOSAZ Members and City and government officials. An exciting and integrated strategic master plan sets the destination and clearly lays out the path forward. The plan will guide the Zoo's direction and ensure future outcomes that are measurable and realistic, Our approach is informed by our passion for zoos and our commitnientto your success; we believe in a transparent process that respects all voices. Our experience in bringing together all of the Zoo's stakeholders in a unified planning process has produced exciting results for others, and the same can be achieved for you, as well, Our role is to facilitate the planning process, bring innovative ideas to the table, and challenge the Zoo's thinking in order to ensure that your team maximizes the unique resources and opportunities available In managing and operating the Zoo. Throughout our work, we will menage and facilitate a series of discussions and meetings with various groups that comprise leadership and staff from the Zoo, as well as select representation from FOSAZ. Our first step will be to identify two teams who will guide and support the process. Although the final team composition will be determined with Zoo leadership, our Initial recommendations are outlined here, CORE STAFF PLANNING TEAM A small leadership team, Including the Zoo Director and other senior Zoo staff; who would work closely with Zoo Advisors to monitor the process and disseminate information, This teamwould participate in the regular planning calls and follow up to help guide the process. ADVISORY/PLANNING COMMITTEE A group of 8-12 diverse Individuals consisting of Zoo senior staff, FOSAZ representatives, and city representatives will form the core group for all planning workshops, One of the hallmarks of our work is inclusivity, To accomplish that, we have identified a number of opportunities to gain input and participation from a range of stakeholders and Zoo staff, and keep them abreast of the plan's progress through presentations at meetings or other events. We will have multiple staff sessions at the beginning, middle, and end of our process and can provide the same for volunteers. We also suggest regular updates with key city officials and staff and FOSAZ board members. Exact make-up of the timing of input sessions and participation will be directed by the Zoo Director. STAKEHOLDERINPUT By including all of the Zoo's stakeholders throughout the process — not Just"once and done" —we ensure buy -in and consensus to the ultimate plan that gets delivered. In the interests of tra nspa rency and incl usivity, we recommend including a robust community inputcomponent into the process. Not only will this develop trust and generate excitement, but it also has the potential to identify new supporters and even donors. We will use a series of traditional and interactive tools to gain feedback, solicit ideas, and test concepts with a broad group to ensure broad-based supportfor the ultimate plan. 14- Qft I JA PBJ A BY 6, 2917 2M-45 To gain community input, we suggest hosting one to two open sessions at the Zoo to hear Ideas for the future of the Zoo, uncover potential challenges for development, and gain feedback on direction and concepts. We recommend hosting one of these sessions after preliminary concepts have been identified so the community has something concrete to react to. PROCESS PHASES Our dynamic planning process includes four phases of work. In each phase we will have discussions or meetings with the core planning team, host a series of on-site workshops with the Advisory Committee, and provide regular process updates. Meetings with external stakeholders may be conducted on-site, by phone, or at another location that is amenable to them. After each workshop, ZA will provide summary findings and conclusions, including next steps to be completed, ensuring that the process remains on track. PHASE l: DISCOVERY:"WHERE ARE WE?" Internal and external stakeholder interviews • Funding trend review Volunteer and staff engagement • Public input Environmental Scan: market and demographic trends • Market and demographic trends Benchmarking Organization and financial assessment PHASE II: DREAMING:"WHERE CAN WE GO?" Identification of opportunities: revenue, operations, program, and organization • Community input session PHASE. III: REALITY: "WHAT CAN WE DO?" Staff and public input Establishing priorities — program, exhibit, revenue Begin budget analysis PHASE IV: ACTION: "HOW DO WE GETTHERE?" Community input session Organizational, operational, and financial plans Phasing strategy recommendations DETAILED PROCESS PHASE I: DISCOVERY:"WHERE ARE WE?" Assessment and Analysis Through one-on-one discussions with the planning team and other Zoo staff, we will conduct a comprehensive analysis of internal and external issues affecting the Zoo, specifically addressing issues related to: Internal Operations & Finances Visitor Profiles Marketing/Communications Organization Education • Conservation External Tourism & Economic Trends Community & Conservation Partners • Funding Sources Competition Industry and Attractions Trends Regional Priorities Projected Attendance Growth sample Client Growth Projections f f-, 2 96- b SP PiIA Amit 70n biASI EG 11 All (. itlmNPs Sq 11>SU 2Y�61c. L>K lanlm_LYPq_ 11—_�dn exiu m,w,m esnn axon ;X1 _l il"M M. M. 0.11. eamne, t>`ua_. _. )AP4�tl N3H!:.. 3aix:. p'. Pr�YYNBrk 61%_.. 6R_. Pw,m,YMnr le__ S1N: _ Sf M_-_ ➢eijmt6v_. jidX 1618 h GP 9t11n Sv.>�_ MWI 11 kU nroMP }3)}V 3f1£d Sample Client Demgraphia Analysis 26 C I R I MIN UA RY 0, 2017 Conservation & sustainability Trends To build consensus and get a complete understanding of all the issues facing the Zoo, we will seek the input of stakeholders, who could include Zoo staff, key members, donors, and potential prospects. Additional partners or allies may be identified. We will conduct one- on-one interviews with all staff leadership. We will then conduct one-on-one interviews with senior city staff as well as 'leadership members' of the Board. We see these interviews as critical to the full engagement In the planning process and as an important step in building bury -in to the plan, We would then meet with ten to twelve external leaders to understand needs, perceptions, challenges and opportunities associated with the Zoo, its history and its plans. We will interview these individuals to gather their ideas for future development and begin to build consensus around future direction. In this phase, we anticipate conducting an initial meeting with the planning committee to 'dive deep' into where the Zoo is now. We would host an all staff meeting to get an understanding of staff perspectives. We would also plan to talk with your volunteer base through an open meeting to gather ideas and understand challenges and opportunities. Additionally, we will review available visitor and member surveys to learn what Zoo guests have to say about their experience. To learn more about the environment in which the Zoo operates, we will analyze market and demographic data and complete a regional competitive analysis.This work will look at population and tourism trends and growth rates, market segmentation, and other economic data. We will also look at competitive attraction pricing, attendance, geographic reach and target markets. We will also conduct a summary benchmarking study of comparable zoological institutions. Benchmarking information will Include attendance, membership, market saturation, operational cost, and size, Because of the specific Importance of visitor services from both guest satisfication and revenue generation standpoints, we will put a special focus on these areas during the Discovery phase. The information gleaned during this phase will enable ustoassess the Zoo's current trajectory and overall health, and conduct a S.W.O.T, analysis to inform the remainder of the project. Key Deliverables: Organizational Profile Market & Demographic Profile SWOT Analysis Environmental Analysis PHASE II: DREAMING: "WHERE CAN WE GOT' At the outset of this phase, ZA will meet with the committee to review the findings of the Discovery Phase. This comprehensive assessment of the current state of the Zoo sets the foundation for the remaining steps of the process. At this meeting, we will also confirm the Zoos vision that will fully articulate the institutional direction of the Zoo, Re -commitment to the vision is a critical step in the planning process. This statement reflects where the Institutions sees itself going and serves as the fu nda mental building block upon which the integrated plan is developed, The next step of this phase Is conducting a workshop where we take a'blue sky' approach and gettothink big. it's an exciting and energizing part of the process and one thatwili push the boundaries with innovative thinking and new ideas. ZA, along side of the design team, w, � will work with the Care Team to identify the ideal mix of Zoo leadership, City representatives, Knoxvi lie Zoo: Attendance, M a rketSi FOSAZ, and staff to participate in this Dreaming workshop. �n Meandnncr. s asletlstlral Area Popui During this Dreaming workshop, there would be an option to engage a Blue Ribbon Panel of three to four outside experts in "jump-starting" thinking and brainstorming with the planning team. Participants could included a mix of both national and local experts and"big thinkers"We recommend a mix ofthought leaders in education, conservation, sustainability, attractions and tourism or economic development, depending on your vision and strategic issues."- The design team will concurrently be exploring improvements to the site and facility and testing new concepts and ideas relative to what was learned in the Discovery phase. This part of the design planning is a truly iterative process with a wide range of images and ideas being shown, explored, put on the map, maybe being tossed aside and then going through again until certain concepts and the framework of a facility plan that everyone can coalesce around begins to emerge. As the full designteam explores options, It will be important thatZA provides a business and financial filter to ensure fiscal sustainability. 2004 2.005 2006 2602 4608 Informed by our visitor services research from Discovery,, during this phase ZAwould explore ZooKnoxville- MarketPeneirationAnalysis a host of possible alternatives to increase revenues and bottom-line income for the Zoo without significantly Increasing overhead expenses. New or expanded revenue initiatives, which have successfully worked for many of ourzoological clients, could include: Visitor experiences Pricing strategies Member related strategies Food, retail, and rental strategies • Education and conservation programs From this work and discussions, we would create an opportunities thesis and matrix that would begin to identify, rank and prioritize ideas based on factors such as mission fulfillment and fit; capacity; Income potential; demand; and impact on Zoo staff. Key Dellveiable: Opportunities Matrix PHASE III: REALITY:"WHAT CAN WE GET DONE?" The work conducted in the previous phases now leads to the development of business goals. Once again using the workshop model, the planning team will develop and prioritize a list of preliminary goals. It Is assumed that the goals will include those specific areas of Interest, Issues and opportunities identified to date and could include areas such as: regional destination; animal care & management; financial stability, efficiency and effectiveness, education, civic asset/economic impact, but will be expanded or modified based on the outcomes of the prior planning workshops. All improvement and enhancement ideas from the design team will be tested relative to the opportunities and priorities Identified throughout the process and howthese improvements can help the Zoo achieve its strategic goals. We would also test the concepts through a community input session or by sharing the concepts online to gain public input into the preliminary plan ideas presented and gain feedback as required or requested by the Zoo. Key Deliverable: Business Goals Sample Client Collection suggestions I 2511y:15i4q D,A;IA7001 rvlAslte AV %a ..wenom,i erpenai,u,c:—o--nuem,nes SM. FWam. U'll.,. hazzagan $1.1 A 40,,0. 9AAO 41005 AI'll, oil," Sawple Clteru Market A oJecttens J_Q (-In I JAr UARY6,2017 PHASE IV: ACTION"HOW DO WE GETTHEREY' During this phase, the team will develop the Strategic Business Plan which Integrates the data collected during the previous phases and links to the facility concept plan, In developing this document, ZA would: Outline the business plan -of -action for the Zoo (financial, private/public operational and capital funding) Confirm phasing and timing of identified projects Summarize experience, retail, food/beverage, and program opportunities that enhance visitor services and revenue opportunities Develop projections and assumptions for attendance, operating revenues and expenses, including admissions pricing structure Identify cooperative funding (capital investment and operating) strategies forthe public/private partnership, The strategic business plan would include. Market opportunities and programs Revenue programs: earned (visitor per capita) and contributed (membership, annual funds, sponsorship, etc.) Alternative management (third -party vendors for food, gift, and concessions); Attendance and operating projections Pricing strategy based on the market profile and fit with the overall strategic direction Per capita visitor spending related to admissions, food, retail, rides, and experiences; Marketing recommendations Public/private partnership recommendations Staffing plan/organizational recommendations • Overhead operating expense allocations Key Deliverables: Implementation Plan • Strategic Business Plan Operations Plan Attendance and Operational Projections As needed, we would work with the design team to refine the fall ity m aster plan at this stage. Utilizing site concept plans, the planning team would provide direction as to the phasing, collection, and exhibit improvements. Phasing strategy will be linked to the business plan to develop revenue and attendance projections. The plan will also offer specific recommendations for continuing to develop a healthy and effective public/private partnership between the City and Friends as a cooperative team: The final step In the process would be to develop the implementation plan. Atthis stage, ZA would provide a basic model template and facilitate a process with Zoo leadership, Board and staff to identify the action steps and measures required to turn the pian Into reality, POST -PLAN WORK While our work and the final plan will Include marketing recommendations and summary economic impacts, if more extensive work on these elements Is desired, it would take place after the master planning process is complete. Each of these elements is a project unto itself, requiring specific inputs, methology, and research, This work would have a separate and additional fee beyond the strategic master planning scope. Economic Impact The goal of an economic Impact study is to determine the extended "ripple' effects of an institution, organization, or business on its economic environment. Zoo Advisors would conduct this study in two phases: PHASE 1: ORIENTATION Purpose: To discuss and agree on client communications and products, and to gain a deeper understanding of the goals and priorities of this specific analysis. Tasks would include the following: On-site meeting and conference calls with the client team and any related stakeholders to discuss the project, goals and objectives, as well as factors upon which to focus in the work program. Collect previously completed reports, attendance (by type -like school groups) and member statistics, GIS mapping information, and other data as it pertains to the proposed analysis, including available tourism market figures, demographics, and economic data. Product: Fuller understanding of project goals, priority Issues, responsibilities, and any potential Issues that should be addressed or avoided. Elements of the following work plan could be refined or modified at this point to insure the best product. PHASE 2: ECONOMIC AND FISCAL Impact Study Purpose: To provide an independent evaluation of the economic and fiscal impact of this project. Assessment elements could include: Direct Benefits and Costs - estimate direct employment, earnings, operational spending, potential property tax and sales tax, and retail sales capture by the development. Multiplier Impacts - include an assessment of the multiplier impact of the proposed development, focusing on the re -spending of direct economic activity in the local economy, which will support additional jobs and wages. Spending by out-of-town visitors to the zoo. Product: An assessment of the range of fiscal and economic benefits and costs associated with the proposed project. MARKETING PLAN If a full marketing planning project is desired after the strategic plan is completed, Zoo Advisors would conduct the project as follows. PHASE I: BACKGROUND The purpose of Phase I Is to determine the exact status and trajectory of the Zoo's current marketing Initiatives in order to set the stage for new strategies that support the strategic plan's goals. While a large portion of the background work from strategic planning would carry over, we would conduct a narrower and more detailed assesment of current and historical marketing plans and activities, as well as the competitive environment in which the Zoo operates. 11W i U, 445 AI >n� z a�oM n bYN x V.I 390 FI Cl +I z $1511 f t m , ssu Die W 2020 WO ?UV Sample Client Revenues v E.cpe;ses Projections .P I 2�FyQJh (1� VL/I�V `M 1001 NIA'�IFr;P1_AN ' J Diagrantaite market comparisons to i lustrpte strengths and opportunities 30 CLR I JANUARY6,2017 PHASE 2: MARKETING S.W.O.T. SITUATIONAL ANALYSIS In this Phase I, we would re -approach our S.W.O.T. analysis from the strategic plan with a specific eye towards marketing strategies. We would conduct interviews with stakeholders inside and outside the Zoo, including marketing staff,senior leadership, local rnarket experts, and community members to develop a more refined picture of the environment in which the Zoo operates and competes. PHASE 3: RECOMMENDATIONS AND PLANNING During the final phase, we would hake specific recommendations to bolster weaknesses, and address opportunities and threats Identified in Phase II. Each recommendation would come with specific supporting evidence, creating a case for how it will grow the Zoo's reach and impact In the market. After presenting our recommendations in a mid -project meeting, we would work with project leads to create a full marketing plan that details agreed -Upon strategies and their budgetary implicatlonss, including a marketing calendar outilining deployment timing. 206V_t1 Comparable Zoos: Attendance, MS IIP Btn'� V.rBlrrb Y.rtni..t4nrtt 5enma len pvfri4a4).ro 1ui,a Yoe YWvd Mweum in r 6urA'�r Diagrantaite market comparisons to i lustrpte strengths and opportunities 30 CLR I JANUARY6,2017 PHASE 2: MARKETING S.W.O.T. SITUATIONAL ANALYSIS In this Phase I, we would re -approach our S.W.O.T. analysis from the strategic plan with a specific eye towards marketing strategies. We would conduct interviews with stakeholders inside and outside the Zoo, including marketing staff,senior leadership, local rnarket experts, and community members to develop a more refined picture of the environment in which the Zoo operates and competes. PHASE 3: RECOMMENDATIONS AND PLANNING During the final phase, we would hake specific recommendations to bolster weaknesses, and address opportunities and threats Identified in Phase II. Each recommendation would come with specific supporting evidence, creating a case for how it will grow the Zoo's reach and impact In the market. After presenting our recommendations in a mid -project meeting, we would work with project leads to create a full marketing plan that details agreed -Upon strategies and their budgetary implicatlonss, including a marketing calendar outilining deployment timing. 206V_t1 (Lk I JANUARY 5, M172 Ibl} SAMiA A14A. 100 1 MA S E ER FLAN „� Page Appendix Resumes 33 • CLR Design • Zoo Advisors Additional SubconSUltants CASp Scope and Fee Breakdown 43 Certifications 45 Non -Collusion Affidavit Non -Lobbying Certification Non -Discrimination Certification (Lk I JANUARY 5, M172 Ibl} SAMiA A14A. 100 1 MA S E ER FLAN „� 2 Wt3 Gregory Dykstra, AIA, LEER AP BD+C PRINCIPAL RaD E 5 1 G N A Registered Architect, Greg has been working in zoo planning and design with CLR for over twenty-five years. He has led numerous design teams on projects ori PROFESSIONAI EXPERIENCE SELECTED PROJECT EXPERIENCE Prl ncipal and Project Director 2001 -Present ranging from innovative multi -species exhibits with rich storylines to large- MASTER PLAN scale entry complexes boasting both state-of-the-art active animal exhibits AFRICAN GRASSLANDS and visitor amenities, Greg, a LEED (Leadership In Energy and Environmental CLR Design Design) accredited professional, is particularly interested in helping zoos define - and implement "campus ecology"— the rebuilding and operating of zoos in a _ sustainable way, a complement to the conservation and education mission ori PROFESSIONAI EXPERIENCE SELECTED PROJECT EXPERIENCE Prl ncipal and Project Director 2001 -Present MASTER PLAN MASTER PLAN Architect 1496 -Present AFRICAN GRASSLANDS ELEPHANTLANDS CLR Design Omaha's Henry Dearly Zoo Oregon Zoo Philadelphia, Pennsylvania Omaha Nebraska Portland, Oregon EDUCATION SEAL &SEA LION EXHIBIT MASTER PLAN ENTRY, GRIZZLY & OTTER EXHIBIT TOYOTA ELEPHANT PASSAGE Bachelor of Architecture, THE BIRDHOUSE AT RIVERBANKS ENTRANCE & PREDATOR RIDGE Temple University NDOKI FOREST Denver Zoo Bachelorof Science in Architecture, Riverbanks Zoo Denver, Colorado University of Michigan Columbia, South Carolina MASTER PLAN PRO€ESSIONAI. REGISTRATION MASTER PLAN Mesker Park Zoo Colorado, District of Columbia, Florida, Illinols, TIGERS OF THE FOREST REALM Evansville, Indiana Indiana, Louisiana, Maryland, Michigan, MEIJER GRIZZLY BEAR EXHIBIT Minnesota, Missouri, Nebraska, New Jersey, JANDERNOA TREETOPS OUTPOST GIANT PANDA EXHIBIT New York North Carolina, Ohio, Pennsylvania, John Ball Zoo CANADIAN WILDERNESS South Carolina, South Dakowjennessee, Grand Rapids, Michigan ELEPHANT FEASIBILITY STUDY Texas, Utah, Wisconsin, Oregon, Ontario TUNDRA TREK ------ UAE WORLD DESERT Toronto 200 AFFILIATIONS NORTH KENYA SAFARI Toronto, Canach The American Institute of Architects M Ain Wildlife Park &Resort Al Ain, Abu Dhabi, UAE TRAILS OF AFRICA Ontario Association of Architects Birmingham Zoo NCARB THE NATIONAL ELEPHANT CENTER Birmingham, Alabama U.S. Green Bundling Council Okeechobee, Florida A STEP INTO AFRICA Association of Zoos and Aquariums TAKIN EXHIBIT CRATER LODGE &AFRICAN EXHIBITS World Association of Zoos and Aquariums ASIA TRAIL - PHASE II Seneca Park Zoo - Smithsonian National Zoological Park Rochester, New York HONORSANDfWARDS Washington DC 2015 AZA Top Honors Exhibit Award - AFRICAN RIFT VALLEY Operating Eudgets Under $5 million FACILITYMASTER PLAN Cheyenne Mountain Zoo Snow Monkeys Fresno's Chaffee Zoo Colorado Springs, Colorado Great Plains Zoo Fresno, California 2009 LAZA Baines Award for Outstanding Achievement MASTER PLAN Tundra Trek Dubai Zoo Toronto Zoo Dubai, UAE 2006 AZA Exhibit Award Entrance & Preclator Ridge Denver Zoo 2004 AZA Significant Achievement Award African Rift Valley Cheyenne Mountain Zoo 2002 AZA Significant Achievement Award The Birdhouse at Riverbanks Riverbanks Zoo & Garden '} -1 SA�97A APIA ZOi Gregg Leicester, ASLA, LEED GA ASSOCIATE D E 5 1 G N Gregg Leicester, ASLA is a Registered Landscape Architect with 15 years of professional experience in zoo planning and design. Gregg has assisted in the design and management of a wide variety of projects ranging from small animal exhibits to large campus master plans. He has worked closely with many zoological institutions in developing comprehensive facility master plans that provide sound development strategies for short-term and long-range projects. PROFESSIONAL EXPERIENCE SELECTED PROJECT EXPERIENCE Project Manager 2004 -Present MASTER PLAN Landscape Architect 2001 Present ELEPHANT LANDS CI.R Design Oregon Zoo Philadelphia, Pennsylvania Portland, Oregon EDUCATION UAE WORLD DESERT' bachelor of Science- Landscape Architecture NORTH KENYA SAFARI Rutgers,The State University of New Jersey OASISWORLDDESERTAMPHITHEATRE CHILDREN'S DISCOVERY GARDEN AFFILIATIONS Al Ain Wildlife Park & Rosen U.S, Green Coundi [.EEO Goren Associate At Ain, Abu Dhabi, UAE American Society of Landscape Architects HAROLDC.SCHOT'T EDUCATION CENTER Association of Zoos and Aquariums MASTERPLAN World Association of Zoos and Aquariums Cincinnati Zoo& Botanical Garden _._._...____._......_..-........._....._..._...._...-....�_.___..__. Cincinnati, Ohio AWARDS 2016 AZA Top donors Exhibit Award- AFRICAN GRASSLANDS Operating budgets Undei$5 million CONSERVATION ACADEMY Penguin Coast Omaha's Henry Doorly Zoo Maryland Zoo In Baltimore Omaha, Nebraska 1009 AZA Sgnificant Achievement Award AFRICAI Wotonf Grasslands Reserve MASTER PLAN North Carolina Zoo Toledo Zoo 1997 ASLA Merit Award Toledo, Ohio Rutgers University -------- ._..__.._.__ WATANI GRASSLANDS RESERVE North Carolina Zoological Park Asheboro, North Carolina PENGUINS ROCK Tennessee Aquarium Chattanooga, Tennessee MASTER PLAN PROMENADE Kansas City Zoo Kansas City, Missouri CtR ( JANUARY 6, 2017 ROCKYSHORES AFRICAN SAVANNA. MASTER PLAN ELEPHANT ENCOUNTER UTAH TRAIL Utah's Hogle Zoo Salt Lake City, Utah MASTER PLAN ANIMAL CARE COMPLEX Palm Reach Zoo West Palm Reach, Florida TRAILS OF AFRICA Birmingham Zoo Birmingham, Alabama FACILITIES MASTER PLAN Fresno's Chaffee Zoo Fresno, Californ la MASTER PLAN Dubai Zoo Dubai, United Arab Emirates AFRICAN PENGUIN PRAIRIEDOG70WN GIRAFFE FEEDING STATION TRAIN PROJECT AVIARY ELEPHANT BARN RENOVATION The Maryland Zoo In Baltimore Baltimore, Maryland FACILITIES MASTER PLAN Cheetah Conservation Fund Namibia, Africa MUSEUM OF LIVING ART Fort Worth Zoo Fort Worth, Texas Larry Dame ASSOCIATE PROFESSIONAL EXPERIENCE Exhibit Designer CLR Design Philadelphia, Pennsylvania Larry Dame is an Exhibit Landscape Designer with over 30yeais experience in zoo planning and design. As one of CLR's most experienced exhibit designers, Larry assists in overall design development and production on most projects. lie never Pots a line down on paper that has not proven to actually work. SELECTED PROJECT EXPERIENCE 1987 -present ELEPHANTLANDS MASTER PLAN Oregon Zoo __..__........... Portland, Oregon EDUCATION Master of Landscape Architecture University of Virginia Bachelor of Science - Ai didecture University of Virginia AFFILIATIONS Association of Zoos and Aquariums World Association of Zoos and Aquariums AWARDS 2016 AZA Top Honors Exhibit Award - Operating Budgets Under $5 million Penguin Coast Maryland Zoo In Baltimore 2012 AZA 5ignificant Achievement Award African Elephant Crossing Cleveland Metroparks Zoo 2011 AZA Exhibit Award Museum of0ving Art Fort Worth Zoo 2011 AZA Significant Achievement Award Giants orthe Savanna Dallas Zoo 2009 CAZA Raines Award for Outstanding Achievement Tundra Trek Toronto Zoo 2002 AZA Significant Achievement Award The Birdhouse at Riverbanks Riverbanks Zoo & Garden 1995 AZA Exhibit Award Northern Trail Woodland Park Zoo AFRICAN GRASSLANDS MASTER PLAN Omaha's Henry Doody Zoo Omaha, Nebraska AFRICA Mesker Park Zoo Evansville, Indiana FACILITY MASTER PLAN Fresno's Chaffee Zoo Fresno, California THE NATIONAL ELEPHANT CENTER Okeechobee, Flodcla LAE WORLD DESERT NORTH KENYA SAFARI At A]n Wlldllfe Park & Resort At Ain, Abu Dhabi, UAE MONSOON JUNGLE CONGO MOUNTAIN GIANTS OFTHE SAVANNA Dallas Zoo Dallas,Jexas ASIATRAIL-PHASE It Smithsonian National Zoological Park Washington, DC GORILLA FOREST POLAR BEAR ODYSSEY Como Park Zoo Saint Paul, Minnesota TRAILS OF AFRICA Birmingham Zoo Birmingham, Alabama AVIARY SNOW LEOPARD & SEA LION EXHIBITS Toledo Zoological Gardens Toledo, Ohio 2 96-lbb TOYOTA ELEPHANT PASSAGE PRIMATE PANORAMA Denver Zoo Denver, Colorado TIGERS OF THE FOREST REALM John Rall Zoo Grand Rapids, Michigan AFRICAN ELEPHANT CROSSING Cleveland Metroparks Zoo Cleveland, Ohio AFRICAN SAVANNA ROCKYSHORES Utah's Hogle Zoo Salt Lake City, Utah CANADIAN WILDERNESS TUNDRATREK Toronto Zoo Toronto, ON, Canada MASTER PLAN TEXAS WILDI MUSEUM OF LIVING ART Fort Worth Zoo Fort Worth, Texas THE BIRDHOUSE AT RIVERBANKS NDOKI FOREST Riverbanks Zoo & Garden Columbia, South Carolina NORTHERN TRAIL Woodland Park Zoo Seattle, Washington MASTER PLAN UPDATE CHIMPANZEES OFTHE MAHALE MTN$. RED APES OF THE RAINFOREST Los Angeles Zoo Los Angeles, California A STEP INTO AFRICA CRATER LODGE & AFRICAN EXHIBITS GENESEETRAIL ROCKY COASTS OF THE WORLD Seneca Park Zoo Rochester, New York _CC l S turd A ,1N A 1001 N1 A ST E R P LA N ,J ..l John R. Collins PROFESSIONAL EXPERIENCE Architectural Designer & Illustrator 2009 -Present CLR Design Philadelphia, Pennsylvania EDUCATION Bachelorof Archltective, Pennsylvania State University ACADEMIC EXPERIENCE Visiting Critic 2008-2009 Philadelphia University - Landscape Architecture Philadelphia, Pennsylvania Visiting Critic 1996,2007,2009 Temple University- Landscape Architecture Philadelphia, Pennsylvania Studio Instructor2006 University of the Arts- Museum Design Dpt. Philadelphia, Pennsylvania HONORS AND AWARDS 2011 design Award PA/DE ASLA Chapter - Sunset Park, PA is Ocean City, MD 1998 Alumni AchievementAmard Penn State College of Arts and Architecture 1997 First Place- National competition Little Bighorn Indian Memorial 1992 Fist Place'Wee.rGarden"- National Competition United States Botanic Garden 1966 First Place -State Competition, India John Stewaidson Traveliing Fellowship 1986 Creative Achievement Award Penn State College of Arts and Architecture „} t CLP; I JANUARY 0, 2017 D E S I G N With 25 years of experience as a project manager and architectural designer, John has been Integrally involved in projects ranging from performing arts centers, campus master plans, museum additions to zoo exhibits and public artworks. In addition to his work as an architectural designer, he specializes in hand -drawn renderings which have proven a useful cool throughout CLR's design process, as well as forfundraising tools for donors. His understanding of design, Construction and materials are art invaluable resource that enables his drawings to introduce a. sense of reality to projects that are in a very preliminary stage of development. SELECTED PROJECT EXPERIENCE MASTER PLAN MONSOONJUNGLE Denver Zoo CONGO MOUNTAIN Denver, Colorado EDUCATION CENTER MASTER PLAN AFRICAN GRASSLANDS Dallas Zoo MASTER PLAN Dallas,Texas Omaha's Henry Doody Too Omaha, Nebraska AFRICAN SAVANNA MASTER PLAN ELEPHANT LANDS ROCKY SHORES MASTER PLAN CONSERVATION RESOURCE CENTER Oregon Zoo THE BEASTRO Portland, Oregon Utah's Hogle Zoo Salt Lalte City, Utah TRAM SHELTER MASTER PLAN ENTRY &SNOW MONKEY EXHIBIT Cleveland Metroparks Zoo Great Plains lob Cleveland, Ohio Sioux Falls, South Dakota GORILLA FOREST MASTER PLAN POLAR BEAR ODYSSEY Fort Worth Zoo Como Park Zoo 1=ort Worth,Toxas Saint Paul, Minnesota CONSERVATION GARDEN TRAILS OF AFRICA ENTRYVILLAGE Birmingham Zoo Palm Beach Zoo Birmingham, Alabama West palm Reach, Florida MASTER PLAN Dubai Zoo Dubai,UAE 2.58-t7 DAVID WALSH President & Chief Advisor Principal and Founder David Walsh is an expert at helping institutions understand and link business and financial strategies with enhaiced experiences and facilities, His expertise was built through a successful career in the nonprofit, corporate, and entrepreneurial worlds, focusing on business management issues, finance, organizational dynamics, and governance. Over the course of a 25 -year career, David has assisted more than 65 clients - including 40 zoos - with the development of strategic plans, marketing studies, financial planning, feasibility analyses, and governance studies. For the past decade, he served as an independent consultant to provide his planning and management expertise to nonprofits. In launching Zoo Advisors, David sought to provide a direct and responsive relationship to his clients. David lies conducted numerous workshops on strategic visioning, mission development, and opportunity identification for nonprofit boards, leadership teams, entire staff groups and external stakeholders, He. has also joined with design teams to link master planning with the financial and business aspects of a project. Prior to his work in the nonprofit arena, David launched a successful Internet -based travel business, which he built front an idea to a company serving thousands of r-ustomers nationwide. He also operated a consulting company that assisted corporate clients in managing the new product and business development process - including idea generation, market research, business planning, and product rollout. His corporate experience includes careers at PECO Energy, where he led the planning and implementation of several new businesses, and at Verizon Communications, where he identified emerging markets and promoted communication services. David would act as the chief consultant on this project, overseeing at( strategic and business planning aspects. EDUCATION Bachelor of Marketing University of Scranton 296-9h Current Projects and Completion pates Bergen County Zoo Governance and Strategic Planning // Apr. 2017 Chattanooga Zoo Business Planning // May 2017 Henry Vitas Zoo Strategic Planning // Feb, 2017 Knoxville Zoo Business Planning /% Apr. 2017 Nantucket Aquarium Feasibility Study // Apr, 2017 Red River Zoo Strategic Master Planning // Feb. 2017 Saint Louis Zoo Business Planning // Jan. 2017 Availability for Santa Ana: 75% I: .-.-)t 7M) ADVISORS KATHY WAGNER Senior Advisor Kathy Wagner apptios 30 years of leadership to her rote as a consultant. Her services include strategic planning, education and interpretive programming, organizational development, meeting facilitation, fundrafsiang, grant writing, and evaluation. As Vice President for Conservation and Education at the Philadelphia Zoo, Kathy led herteam in developing numerous award- winning programs. She served as Project Director/Principal Investigator for three National Science roundation grants and was the founder and leader of a four-museurn collaborative, working with 13 different community partners. Kathy also expanded the Zoo's international conservation program, instituted a sustainability Initiative, and developed the Zoo's first botanical collection plan. Her Zoo experience also extended to the area of visitor services and fundraising and development, where as interim Vice President, she managed all individual, corporate, capital, and major gifts functions. Kathy has consulted with zoos, museurns, botanical gardens, interpretive canters, and other non- profits throughout the country and has served on community and professional boards, including the Association of Zoos and Aquariums, Visitor Studies Association, Schuylkill Center for Environmental Education, AwbutyArboretum Association, New Jersey Academy for Aquatic Sciences; Kathy was also founding Chair of the Smithsonian Environmental Research Center Advisory Board. Kathy would act as a key strategic consultant on this project, tending her expertise in mission focus and conservation education. EDUCATION Master of Arts, Classical Languages Vittonova University 38- CI.R I JAMUARY6,2017 2 kii "t!J9 Current Projects and Completion Dates Rosamond Gifford Zoo Interpretive Planning %/ Jan.2017 Availability for Santa Ana: 80% LTJ /ADVISORS ZACHARY WINFIELD Director of Analysis & Marketing Zachary Winfietd brings an expansive set of skulls to Zoo Advisors gained through a multi -faceted career in the zoo, consulting, and business worlds. He has extensive experience conducint business analysis, membership and guest services assessments, marketing strategy, and fundraising programs for zoos, aquariums, and other non-profit organizations. Zach has special expertise in data analysis, reporting, and strategies. lie focuses on guiding organizations through the process of choosing and implementing systems to integrate departments, remove sitos and maximize resources. In addition, his anatytical background complements and supports the strategic and business planning initiatives for Zoo Advisors' clients. With a deep and abiding love for data analysis, Zach is expert at extracting meaningful and actionable information from large datasets. He has spearheaded the creation of Zoo Advisors' proprietary dataset, which overlays more than a decade of zoo industry performance and development data with economic, demographic, and climatological from a variety of other sources. Zach found his niche as the Membership & Marketing Director at Reid Park Zoological Society in Tucson, AZ, where he oversaw the membership and marketing operations, and shepherded the Zoo through an organization -wide restructure of information systems, He further developed his expertise as a consultant working with zoos, aquariums, and other non -profits throughout the United States, Zachary Wautd act as the lead analyst, providing advanced analytics in finances, industry trends, and market data. EDUCATION Bachelor of English Skidmore Catlege 2�il6b Current Projects and Completion dates Akron Zoo Economic Impact Study // Jan. 2017 Chattanooga Zoo Business Planning // May 2017 Knoxville Zoo Business Planning // Apr. 2017 Nantucket Aquarium Feasibility Study // Apr. 2017 Saint l.ouis Zoo Business Planning // Jan. 2017 Availability for Santa Ana: '70% ((1 tf,r1 IA dPoA NU I MASILR PI A!,] 7 lqjff Sharad Ganju As an Associate and Project Managerwiththe Los Angeles office ofl KPFF, MY, Ganju is responsible for client contact, establishment of fees and schedules, supervision of Ass ocir1e engineering and drafting personnel, project design and production, overall project coordination and construction administration. He is experienced In development of projects from the early feasibility planning stages, through design and permitting, and through construction, Sharad joined KPFF in 2006. He has more than thirteen EDUCATION years of experience as a civil engineer. Master of Science - CivilEngineeringRutgers » Member of the core KPFF leadership team responsible for running the company's State University of New Jersey Los Angeles office and leading its expansion and growth strategy. Co -lead the biggest group of LA office -20+people, Responsible for employee Bachelor of Civil Engineering, salaries, bonuses, performance reviews, hiring/firing Center for Environmental Design, construction and management of urban Infill projects with combined Planning &Technology construction cost of $2.8 Billion India » Handpicked to lead a team of KPFF and sub -consultants on a major 140 -acre $213 LA County project. Delivered record profit exceeding 25%+ beating industry REGISTRATIONS standard of 10%-15%. Professional Civil Engineer, CA » Launched new market sector for LA office- Dept. of VA Contracts in CA and NV region, Grew federal work market by 20%, AFFILIATIONS » Write business proposals for new projects (average project budget $25M -F) American Society of Civil Engineers » Lead new project pursuits and represent KPFF in Interviews, client/owner and public entity presentations » 100%+ expansion in new business on a yearly basis through client and owner relationships » Developed Influential relationships with property owners and lead architects; grew repeat business » Spearheaded the hiring program from entry level to experienced candidates » 0% Employee Turnover in the group for more than 3 years » Managed overall project coordination between clients, architects, consultants and public agencies » Led negotiations with City and County of Los Angeles'public works department for permit approvals with 100% success rate » Lead Civil Engineering Peer Reviewer for Department of Veteran Affairs' Projects in Western US » Part of the thinktank to further company's Initiative In RIM expertise/services and utility Infrastructure modeling » Grew project profitability by implementing detailed budgeting and cost control strategies at all stages of project development » staff Lead and supervise a team of project managers, engineers and support sta �y JrtJ at1 I innuaavv.Zan b29ig1+ 1 SANTA ANA 200 1 MASTER PLAN 41 2 Vice President of Creative Design Associates, based in City of Industry, CA. Assisting clients regarding the Americans with Disabilities Act (ADA) and California accessibllity standards, ADATransition Plan services, and accessible design. Since 2008, one of California's first Certified Access Specialists (CASp), based on experience and testing criteria administered by the Division of the State Architect. Since 2014, on behalf of the International Sign Association, alternate delegate to the ICC/ANSI Committee on Accessible and Usable Buildings and Facilities, contributing to creation of the 2015 Edition of the ANSI Al 17.1 Accessibility Standard. Consultant technical assistance to attorneys and other clients to assist in the resolution of lawsuits, complaints, and claims related to State and Federal access laws, PROFESSIONAL REGISTRATIONS Licensed Architect, C-26299 State of California, 1996 Accessibility Inspector/ Plans Examiner, 1063102 International Code Council, 2010 Certified Access Specialist, CASA -023 State of California, Division of the State Architect (DSA), 2008 Certified Safety Assessment Program Evaluator, State of California No, SAPV61774, Office of Emergency Services (Cal DES), 2006 No. 68862, Emergency Management Agency (Cal EMA), 2011; Cal OES, 2016 Historic Preservation Professional Background: Fulfills the Secretary of the Interior's Professional Qualifications Standards for Historic Preservation Professional (Architecture and Historic Architecture) pursuant to the Code of Federal Regulations, 36 CFR Part 61, Appendix A. Affiliations: Member of the American Institute of Architects Member of the National Association of ADA Coordinators Founding Member of the Certified Access Specialist Institute Member of ASTM Committee F08 on Sports Equipment and Facilities C D/A 17528 Rowland Street 2nd Floor Member of the Association for Preservation Technology International CRO IV5DRII��City ofIndustry, CA91748 Specialties: Accessibility Consulting Services, Historic Preservation, A55. CPT$ 626,913,8101 Architectural Design. b29ig1+ 1 SANTA ANA 200 1 MASTER PLAN 41 2 KPJ Consulting Jacqueline Chan I Senior Cost Manager Pounded in 2014, KPJ consulting is MBE/WBE certified. Jacqueline, the President of KPJ Consulting, has more than 19 years of experience In the construction industry. She has worked on a variety of project types, including higher education, government, hospitals, laboratories, K-12 schools, hospitality, residential, and industrial facilities with budgets ranging in value frorn less than $1 million to more than $200 million. In her role as a Senior Cost Manager for design teams, Jacqueline is especially skilled providing accurate budgets at the early programming and conceptual phases of a project when that accuracy is critical to a project ultimate success, She achieve that through early advice during design phase and create functional solutions to meet budget expectations. She also has a detailed knowledge with regards to mechanical, electrical and plumbing Issues. Zoo and Masterplanning Experience Senlor Cost Estlmetor 2015 Vision Agua Caliente Spa & Hotel Masterplan, Palm Spring, CA This project consists of two ground -up boutique hotel towers with about 150 roams in Palm Spring. It has a 2 storey Spa & Fitness facilities include a banquet, bars, conference facilities, restaurant, retail and below grade basement. Other amenities Include an above grade parking and connecting to existing Casino facilities. Jacqueline is the cost estimator during the rnasterplan phase. 2014-2005 Los Angeles Zoos, Los Angeles, CA Provided various cost estimating supports and change order analysis for Rain Forest of the Americans and Los Angeles Zoo Elephants of Asia. Jacqueline is the cost estimator during her employment at Cumming. CSU San Jose Campus Athletic Masterplan, San Jose, CA The project consists of a master plan with two design options to update athletic facilities — tennis courts, golfing range, baseball stadium, track & soccer complex, softball field, support facilities and amenities. Jacqueline Is the cost estimator for the masterplan phase during her employment at Cumming. Autry Resource Center, Los Angeles, CA The project consists of renovation and three significant additions to the building to house additional gallery, art storage space and a central courtyard lobby inviting guests into the museum. Jacqueline is the cost estimator for the schematic phase during her employment at Cumming. Jacqueline Chan 4 C L R I J,1t1U411Y6 2017 2 Wt3 Years of Experience: 19 Education: Master of Business Administration, Royal Melbourne Institute of Technology University Grenoble School of Management, Innovation Management Bachelor of Science, Construction Economics/Quantity Surveying, Royal Melbourne Institute of Technology University Computer Skills Electronic Takeoff—BIM, On -Screen Takeoff Certifications MBE/W BE/CBC County of Los Angeles CBE program ID: 85500 MBE/WBE CCA File No: 12585 DBE CUCP File No: 42787 Language English, Chinese. Professional Affiliations: • Member, American Society of Professional Estimators Member, Royal Institute of Chartered Surveyors • Board Member, The Association for Strategic Planning Item Description Fee CASp Inspection CBC / ADA of all visitor $8,610 facilities, visitor amenities and visitor circulation path. CASp Study Report Description of items not $18,050 in compliance, location, photo, code violation, cor- rective action. Mapping (optional) Map of zoo identifying $6,630 items not in compliance. Project Management $2,800 QA QC $2,800 CASp-Architect Meetings 1$3,600 Total Fee: $35,860 Total Fee + Optional Mapping Services: $42,490 2619264 SANTA 01A 2001 MA{ HHP[AN Al i t 7 UWE I r t .� Item _.. Fee _. Project Management QAQC CASA Meetings Facilities _ I Inspection + Treetops_ Exhibit (Tamarin) Primate Row Jacl<LynchAviary _ SAZOO Rental Area { Tropical Rainforest Bald Eagle Sloth/Saki Monkey Iguana - Conservation Education Theater Childrens Memorial Garden Camel Giant Anteater Tierra De Las Pampas Grasslands Exhibit Area Calors of the Amazon Aviary (Ibis /, Whister Ducks) Amazon's Eduge (Screamers / Howlers) Amazon Rental Area Zoo Offices North 40 (Exmoor Pony) Playground Exploration Outpost Interactive Corner Fosez Office Train Depot Train Rental Area Depot Plaza Carousel ITT / Canon Amhitheater Crean Family Farm Farm House Carriage House Pat John's Classroom Rabbit & Duck Goat / Sheep Yard __... -.. Education Station Fowl Exhibit Picnic Area Main Entrance 'Amphitheater' Rental Area. Overflow Parking Chestnut Avenue Parking I First Aid Restrooms (3) _! Tickets GrftShops _(3) Informationi Telephones Wagon Rentals Refreshments (3) Water Fountains (4).... Path of Travel Total Feel 44 CLR I JANUUY G, 2017 2 i '-'`65 $2,800X $z,800.0 $3,O00.0 ection + arts + Mappin£ RR'Repira l'III: 4. Certification, APPENDIX ATTACHMENT 3-1c NON -COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTA ANA ZOO MASTER PLAN RFP NO.: 16-131 NON -C OLLUSION_AFFIDAWIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or shun; that the BIDDER, has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate, a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall als rsGtr nature o£ Non -collusion Affidavit. BIDDERS are cautioned that malting a false certificalL ct the ce; J er t 1 sinal prosecution. Signed State of L County of Subscribed and sworn to (or affirmed) before me on this _ 5 day of januar , 2017, by Karen E. Marshall , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. , %il 040 Notary Public Signature 0oia TN0PwcNNRYLV r NC9TARIAL SEAL. I Notary Public Seal KAREN E. MARSHALL., Notary public City of Phitamphia, Phila. County Ary COMMISA00 Cxpires April 27, 202 SA3!llt Ail ',A PJO N5A5 rER PLAN -: t' 1 266%b 46 CLR I JANUA2Y6,2011 AU --01 APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTA ANA ZOO MASTER PLAN RFP NO.: 16-131 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledgeand belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of tiny federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Mernber of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is it material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S, Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be 'included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Finn Sign( Title. Date lanuary 5 2017 296%b A A%F ZUO j MAST @R I A[I `moi % 0 48 CLR I 1FlN OANY 6, 2017 2 tj "'69 APPENDIX ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTA ANA ZOO MASTER PLAN RFP NO.: 16-131 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, 2544 1;� 6 5ANTA ANA Z00 I MASTER PLAN 4 regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as pr 'de action 142 d any consultant of public works violating this Section is subject to all the penalties e�J,for a latio the Chapter. Signed: Title: Firm: CLIC Design, Inc. Date: January S, 2017 r 50 (I -R I iao-:unrve.zon 2W -'Yl 25B-72 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT AMENDMENT WITH SUPERIOR PROPERTY SERVICES FOR PRESSURE WASHING SERVICES IN THE CIVIC CENTER {STRATEGIC PLAN NO. 6, 1113} 4/82--c/ CIT MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a` Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Superior Property Services for pressure washing services in the Civic Center by increasing the scope and agreement amount by $76,680 for the remaining agreement period of April 1, 2017 through December 31, 2017 for a total annual amount of $195,315, which includes a 20% contingency, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION On October 15, 2012, a Request for Proposals was issued for providing hardscape pressure washing services in the Civic Center. On December 17, 2012, the City Council awarded a five- year contract to Superior Property Services for a not -to -exceed amount of $57,950 per year. In November 2014 the scope of service was increased to include additional days and areas of service. Additionally, in 2015 and 2016, the scope and amount were further modified to be able to accommodate the need for pressure washing services after City events. Lastly, staff was receiving requests for additional pressure washing services in the Civic Center beyond the base service and therefore recommended adjusting the contingency. The yearly not -to -exceed amount, before this amendment, is $118,635. In September 2016, the City Council approved a Civic Center Safety & Security Enhancement Program, which included increased pressure washing services in the Civic Center Area and allocated funds for that purpose. The City has been working with the County to create a mutually approved Civic Center budget based on the increased services in the Civic Center Safety Plan. The City is ready to proceed with modifying the agreement with the current pressure washing company to accommodate the increased scope. 25C-1 Agreement Amendment with Superior Property Services April 4, 2017 Page 2 Staff will be issuing a new RFP for pressure washing services in Fall 2017, which will replace this agreement when it ends on December 31, 2017. Staff recommends approval of the amendment will allow the City to proceed with the increased service while staff issues the RFP. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds are available in the following accounts for the specified fiscal years: Civic Center (no. 07413250-62320) $21,240 $55,440 Je` nie Jurad� Acting Executive Director Parks, Recreation and Community Services Agency EXHIBIT: Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez uY Executive Director Finance and Management Services Agency 25C-2 FIFTH AMENDMENT TO AGREEMENT FOR PROVISION OF PAVEMENT CLEANING SERVICES THIS FIFTH AMENDMENT to the above -referenced agreement is entered into on April 4, 2017 by and between Superior Property Services, Inc., 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-2012-248, dated January 1, 2013 ("Agreement'), by which Contractor agreed to provide hardscape pressure washing services at various City -owned properties. B. On November 18, 2014, the parties executed a First Amendment to Agreement #A-201.4-296, by which the original scope of services was expanded and the total annual compensation was increased to pay for the additional services. The total annual compensation includes a contingency amount of $10,000. C. On May 14, 2015, the parties executed a Second Amendment to Agreement #A-2015-095, by which the contingency amount for the period of January 1, 2015 through December 31, 2015 was increased by $8,000 and the obligation imposed on the Contractor to use reclaimed water in the performance of its services. D. On October 20, 2015, the parties executed a Third Amendment to Agreement #A-2015-234, by which the contingency amount for the period of January 1, 2015 through December 31, 2015 was further increased by $8,250. E. On Jure 21, 2016, the parties executed a Fourth Amendment to Agreement #A-2015-234, by which the compensation and contingency amount for the period of May 1, 2016 through December 31, 2017 was further increased by $20,000 to provide additional funds for services following major City -sponsored events. F. The parties now wish to further amend the Agreement to provide additional funds for pressure washing services due to the City Council approved Civic Center Safety Plan which included increased pressure washing services in the Civic Center Area, and to replenish and increase the contingency amount (See "Budget Estimate" and "Civic Center Pressure Washing Map" attached hereto and incorporated herein as Exhibit A). G. Staff will be issuing a new Request for Proposals for pressure washing services in Fall of 2017 as the Agreement expires on December 31, 2017. The Parties hereby agree: 1. Section 2, Compensation, is further amended to include, for the remaining Agreement period of April 1, 2017 through December 31, 2017, an additional $76,680 for pressure washing services as may be directed by the City which includes 20% additional contingency funds for said period such that the total annual amount to be expended during the remaining term shall not exceed $195,315. 2. Except as modified by this Fifth Amendment, and all prior Amendments, all terms and conditions of the Agreement shrill remain in full force and effect. Exhibit 1 Page 1 of 2 25C-3 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. IIUIZAR Clerk of the Council APPROVED AS TO FORM SOMA R. CARVALITO City Attorney Icy:,= aka z 1 LISA STORCK Assistant City Attorney RECOMMENDED FOR APPROVAL CITY OF SANTA ANA GERARDO MOUET Acting City Manager CONTRACTOR Name: Title: Jeannie.furado, Acting Executive Director Parks, Recreation, and Community Services Agency Page 2 of 2 25C-4 COMPANY: ATTENTION CITYISTATE: TELEPHONE: FAX: Budget Estimate City of Santa Ana Kevin Eaton JOB ADDRESS: Additional Pressure Washing per email. PROPOSAL NO: 2295 DATE: April 29, 2016 We hereby propose to furnish all the materials and perform all the labor necessary for the completion of the following services: Areal: pressure wash 2 X week $2,800/monthly We would like to apply a penetrating sealer to make it easier to clean and use less water. Our normal cost to apply sealer to this area would be $6,000. We would do it for $4,500 and if applied we would reduce our monthly cost to pressure wash this area to $2,400/monthly Area 2 & 3: Pressure wash 2 X month $1,700/monthly Area 4 & 5: Pressure wash 2 X monthly $ 300/monthly Area 6: Pressure wash 2 X monthly $1,000/monthly 9129 Perkins Street, Pico Rices, i A 90660 c-7 -, 562-801-9200 [7D 562�801-9230 1� EcEr5i,-=r-u, www. 4su perio r. corn 25C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT WITH DAVID VOLZ DESIGN FOR THE SANTIAGO PARK GAS HOUSE AREA DEVELOPMENT ARCHITECTURAL DESIGN (PROJECT NO. 15-2645) (STRATEGIC PLAN NO. 6, 1G) T RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Bet Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with David Volz Design for a two-year term beginning April 5, 2017, and expiring on April 4, 2019, with the option for the City to grant up to two one-year renewal options exercisable by the City Manager and the City Attorney, to provide consulting architectural design services for the Santiago Park Gas House Area Development project, in the total amount not to exceed $225,019, which includes a 10 percent contingency for additional design analysis in the amount of $20,456, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Approval of this recommended action will allow staff to proceed with preparation of plans and specifications (Contract Documents) for the project as identified in the FY 2016/17 Capital Improvement Program. The contract documents will be used to competitively bid and construct the project. Santiago Park is a 35 -acre linear park located in northern edge of Santa Ana along Santiago Creek (Exhibit 1). At the midpoint of the park is a large, barren area referred to as the "Gas House" area, named for a small stone fagade structure which was built in the 1930s as part of the Works Progress Administration (WPA) park improvements effort. This project involves renovation of this structure and development of the surrounding site, which includes construction of an amphitheater, installation of native riparian landscaping, automatic "smart' irrigation, decomposed granite walkways, site amenities, and interpretive signage. In October 2016, the Public Works Agency released a Request for Proposals (RFP) inviting qualified firms to submit proposals for architectural design services. The RFP was posted on the City website and forwarded to local chapters of the American Society of Landscape Architects and American Institute of Architects for distribution to their membership. 25D-1 Agreement with David Volz Design for Consulting Architectural Design Services April 4, 2017 Page 2 In November 2016, six proposals were received. The proposals were evaluated by personnel from the Public Works Agency and the Parks, Recreation and Community Services Agency. Each firm was rated according to its firm/team experience, understanding of need, relevant project experience, schedule, references, and proposed cost and pricing data. The following is the list of the firms and their respective evaluation scores: Rank Firm Score 1 David Volz Design 89.8 2 David Evans & Associates, Inc. 86.3 3 Dougherty + Dougherty 79.5 4 IDS Group 79.3 5 SALT Landscape Architects 76.3 6 ANX/Aaron Neubert Architects, Inc. 53.8 Based on the ranking and proposed fee, staff recommends that the top firm, David Volz Design, be retained to design the Santiago Park Gas House Area Development project for a fee in an amount not to exceed $204,563, based on the schedule of rates and fees attached to the contract (Exhibit 2). Staff requests authorization of a 10 percent design services contingency of $20,456, which results in the total agreement amount not to exceed $225,019. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and Maintain a Community Investment Plan for All City Assets), Strategy G (Develop and Implement the City's Capital Improvement Program in Coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds have been budgeted and are available for expenditure in the Residential Development District 2 In -Lieu Funding Account (No. 31213261-66220, Project 15-2645). Any unspent, encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Funds will be spent according to the spending plan below: 25D-2 Agreement with David Volz Design for Consulting Architectural Design Services April 4, 2017 Page 3 Contract Period Fiscal Year Amount FY 2016/17 (December — June) $146,645 FY 2017/18 (July —June) $78,374 J r Fr Mousavipour Executive Director Public Works Agency Jeannie Jurado Acting Executive Director Parks, Recreation & Community Services Agency FM/WEG/sf Exhibits: 1. Project Location Map 2. Agreement TOTAL: $225,019 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25D-3 25D-4 PARKLN N PROJECT LOCATION SANTA ANA CITY PWA AGENDA APRIL, 4 D 001IE: MDIs rusts AOuruY EXHIBIT 1 PROJECT 15-2645 SANTIAGO PARK GAS HOUSE AREA DEVELOPMENT 25D-5 PAGE 1 OF 1 25D-6 EXHIBIT 2 CONSULTANT AGREEMENT CITY OF SANTA ANA This AGREEMENT is made and entered into this 5th day of April, 2017 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, (hereinafter "CITY") and David Volz Design (hereinafter "CONSULTANT"). RECITALS A. The CITY desires to retain a consultant having special skill and knowledge in the field of Architectural and Landscape Architectural Design 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 CONSUL'T'ANT shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. The Scope of Services shall include a Schedule for the Delivery of Services, which shall be delivered as prescribed, beginning upon the CITY's issuance of a Notice to Proceed. 2. COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services for CITY, an amount not to exceed $225,019 in accordance to rates and charge identified in Compensation — Exhibit B, attached hereto and incorporated by reference. This includes a 10 percent contingency amount of $20,456 which shall be expended at the sole discretion of the City. Compensation shall be processed in accordance with Section 18. 3. TERM This Agreement shall commence on the date first written above for a two-year term with the option for the CITY to grant up to two (2) one -near renewal option(s) exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. rev.mnei2m7 25D_7 Page 1 of 4. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for CITY to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by CONSULTANT Linder this Agreement ("Documents & Data"), CONSULTANT shall require all subcontractors to agree in writing that CPl'Y is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. CONSULTANT represents and warrants that CONSULTANT has the legal right to 'license any and all Documents & Data. CONSULTANT makes no such representation and warranty in regard to Documents & Data which were provided to CONSULTANT by the CITY. CI'T'Y shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at CITY's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, CONSULTANT shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. CONSULTANT shall maintain commercial general liability insurance naming the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CONSULTANT's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Stich insurance shall (a) name the CITY, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insured's provisions. 25D-8 Page 2 of 8 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, CONSULTANT agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If CONSULTANT is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by CONSULTANT pursuant to this section: i. CONSULTANT shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the CITY upon execution of this Agreement and shall be approved by the CITY. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the CITY. iv. CONSULTANT shall supply CITY with a fully executed additional insured endorsement. f. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refilses 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. 7. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgements, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, `claims"), related to any work performed or services provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or willful misconduct of CONSULTANT, its principals, officers, agents, employees, vendors, suppliers, contractors, Subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them. Notwithstanding 25D-9 Page 3 of the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the CONSULTANT. A. INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify the CITY, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to the CITY pursuant to this Agreement. CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of the CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement. 10. CONFIDENTIALITY If CONSULTANT receives from the CITY information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, CONSULTANT agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all 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 rightfid possession of the CONSULTANT without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the CONSULTANT without reference to information disclosed by the CITY. 11. CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 25D-10 Page 4 of 8 12. DISCRIMINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the CITY and CONSULTANT, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the CITY and by an authorized representative of CONSULTANT. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate CONSULTANT or the CITY, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of CONSULTANT, CONSULTANT may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the CITY's ability to have any of the services which are the subject to this Agreement performed by CITY personnel or by other consultants retained by CITY. 15. TERMINATION This Agreement may be terminated by the CITY upon thirty (30) days written notice of termination. In such event, CONSULTANT shall be entitled to receive and the CITY shall pay CONSULTANT compensation for all services perfortned by CONSULTANT prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payrnent, the Executive Director may require CONSULTANT to deliver to the CITY all work product(s) completed as of such date, and in such case such work product shall be the properly of the CITY unless prohibited by law, and CONSULTANT consents to the CITY's use thereof for such put -poses 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. 25D-11 Page 5 of 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 farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17, PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. CONSULTANT shall notify the CITY immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PAYMENTS & INVOICES a. Payment by CITY shall be made within forty-five (45) clays following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. b. Invoices should be submitted on the 15th of each month and shall include the following information at a minimum: i. CONSULTANT's invoice number and CITY's agreement number ii. Beginning and ending dates for services iii. CITY Project and/or Task Order number and/or name (if applicable) iv. Work site address/location (if applicable) V. Tasks or deliverables completed and percentage (%) of total services completed. vi. Remaining Overall and Task Order budget available 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25D-12 Page 6 of 8 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Fax: (714) 647-6956 With courtesy copies to: Executive Director, Public Works Agency City Attorney City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-21) 20 Civic Center Plaza (M-29) P.O. Box 1988 P,O. Box 1988 Santa Ana, CA 92702 Santa Ana, CA 92702 Fax: (714) 647-5635 Fax: (714) 647-6515 To CONSULTANT: David Volz President David Volz Design Landscape Architects, Inc. 151 Kalmus Drive Suite M8 Costa Mesa, CA 92626 Fax: (714) 641-1323 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or CITY holidays shall be excluded. 25D-13 Page 7 of IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney J, --IN FUNIC Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA GERARDO MOUET Acting City Manager CONSULTANT: David Volz Design DAVID VOLZ President Tax ID# 33 0835 124 25D-14 Page 8 of 8 EXHIBIT A ��������� ��� ���"�X����������/�� David Vo|zDesign will provide construction documents for public bidding ofSantiago Park Gas House Area development plans. The basis ofthe design will bathe city supplied program and the concept plan tobedeveloped inTask 1 below. Task ^ Pre -Design Initial project oervioeuvvi||inc|udmaxiteanalymis.xeViexwnfthe preliminary plan and review ofbackground documents. 4kirk-off meeting with the city project staff will be held to review initial find- ings, discuss the project scope, goals and obi0ciives, potential elements and issues and schedule. The DVD team will facilitate and lead three (3)concept planning meetings with the Park San- tiago Neighborhood Association (P8NA) to obtain input and to finalize aconcept plan for this area. Meetings ' Project Kick-off Meeting with city staff Three (3)Concept Planning Meetings with P8NA Presentation and review for approval bvthe PRCSA De|verab|en Synopsis ofinitial reviews and project oohedu|e Upb)three (3) rendered concept plans for Community review Final Concept Plan for the area development Task 2 - Design Development (60% plans) The park design will bodeveloped based upon the approved con- ceptual deoign.TheDVOtearn*/i{|undedokeiniUa|enQinoehng` landscape architectural, and electrical engineering, Meetings City Project Team Review Meeting D*|Wmrubka* 50%construction documents, draft technical specifications, opinion nfprobable cost, lighting layouts, ph0t0ol8irioo,materials submittal, Also, site survey and utilities information will ba submitted for city review. Task 3A - Construction Documents (90% plans) Construction documents will be updated based upon city guid- ance after review of Design Development documents. The up- dated plans will provide detailed engineering, landscape, irriga- tion and construction layout plans. Plans shall include: ��U� ����� -U�� � Lo�wm**OtyuS,,,,��m�� nwfn 6.,,, hn-,d, ff.�'d P " k u,,/mm^ P.+ Cily of StL SCOPE OF SERVICES Pl a m, Island Pe,k, Cq cl Centras T11541181 ncM1 T,'dll9. C&,0%vn, Admiral Kidd Paik airy of Long Beach Title Sheet Civil Engineering • Site Erosion Plan • Parking lot at Valencia Avenue • Horizontal and Vertical Control Plan • Grading and on-site Drainage Plan • Site Utility Plan Architectural (Gas House and Restroom) • Plans Elevations, Electrical, Plumbing details Structural Engineering Details (Gas House and Restroom) Plans, details Structural calculations Landscape Architecture • Site Layout / Construction Plans and Details (including plumbing) • Site Sections, as applicable • Planting Plans/Details/Notes • Irrigation Plans/Details/Calculations/Notes Electrical Electrical Site Plan to include lighting and electrical outlets Photometrics Location of panels, switchgear, meters Schedules Details Notes, specifications Mr��ainps - City Project Team Review Meeting ( ohvei Hhiem, Construction Document submittal (90% and 100%) for plan review by Park, Recreation and Community Services Agency, Planning and Building Agency and Public Works Agency, This Construction Plan set will include technical specifications and an updated opinion of probable costs. Task 38 - Final Conch-uction Documents (100%) Construction plans, specifications, and estimate will be updated based upon city reviews. The final design package will be read- ied for bidding and construction P.gnr;rfngs; f=inal Review Meeting with city project staff , ,1" Turnover of files for city records and bidding. Dvft1 � 25D-16 to Lo: Rios Pn,k, City of van L,ar. Capi_=va.0 Pl a m, Island Pe,k, Cq cl Centras T11541181 ncM1 T,'dll9. C&,0%vn, Admiral Kidd Paik airy of Long Beach Title Sheet Civil Engineering • Site Erosion Plan • Parking lot at Valencia Avenue • Horizontal and Vertical Control Plan • Grading and on-site Drainage Plan • Site Utility Plan Architectural (Gas House and Restroom) • Plans Elevations, Electrical, Plumbing details Structural Engineering Details (Gas House and Restroom) Plans, details Structural calculations Landscape Architecture • Site Layout / Construction Plans and Details (including plumbing) • Site Sections, as applicable • Planting Plans/Details/Notes • Irrigation Plans/Details/Calculations/Notes Electrical Electrical Site Plan to include lighting and electrical outlets Photometrics Location of panels, switchgear, meters Schedules Details Notes, specifications Mr��ainps - City Project Team Review Meeting ( ohvei Hhiem, Construction Document submittal (90% and 100%) for plan review by Park, Recreation and Community Services Agency, Planning and Building Agency and Public Works Agency, This Construction Plan set will include technical specifications and an updated opinion of probable costs. Task 38 - Final Conch-uction Documents (100%) Construction plans, specifications, and estimate will be updated based upon city reviews. The final design package will be read- ied for bidding and construction P.gnr;rfngs; f=inal Review Meeting with city project staff , ,1" Turnover of files for city records and bidding. Dvft1 � 25D-16 SCOPE OF SERVICES Task 4 - Bid Advertisement, Construction Administration, Record Drawings Assistance During Bidding DVD will assist the city staff during bidding by answering "Re- quests for Information" from the potential bidders, preparing and distributing necessary addendum and assisting with the bid evaluations Construction Period Assistance During construction David Volz Design will attend the pre -con- struction meeting, review shop drawings and submittals, and change orders, answer requests for information and make site visits at key times during construction. DVD will provide support as -needed to City staff, project manager, general contractor and the City Inspector. DVD will attend the final walk through of the project and provide a written final review of the project. As -Built Drawings Once the project construction is complete DVD will prepare as -built drawings for the city based on red lined plans of field conditions provided by the construction contractor. 1raeting ; - Attend meetings as directed by city staff during bidding and construction. Cirilverables - Provide site reviews, RFI responses, submittal reviews and general assistance to the city's construction management team. --11 1.1. _ 1.....- ............................1...1 Desl4�ninta 11ndSc2tpa'. that create community 2501-17 5lantnn Cenval bark, Qi y Pf Stamm L. Poo, PPB. Of, of sun duan CuPl frano Ml hingmn s?reef Mini Pu,k Cay .10 . . ...... d Bar HWM,J1! Islam9 P I,k, Clfy 0 Curnms MAN FEE SCHEDULE David Volz Design proposes the following Not to Exceed fee schedule to provide the services identified in this proposal. The tasks listed below are offered at a fixed fee for the design services for identified program elements. The services included in this spread sheet are project management, park design, landscape architecture, and listed support services. TASK 1 - PRE DESIGN A. Landscape Architect - Project Management, Pre Design B. Civil Engineering C. Architectural / Structural Engineering D. Electrical Engineering TASK 2 - DESIGN DEVELOPMENT (50% PLANS) A. Landscape Architect - Project Management, Design Development B. Civil Engineering C. Architectural / Structural Engineering D, Electrical Engineering PR LA PP CT AD Total $220 $193 $135 $121 $115 Hrs Fee 8 8 8 12 2 38 J$ 6,066 $ 5,290 $ 2,523 $ 631 $ 14,510 30 40 40 40 ( 12 162 1 $ 25,940 $ 17,825 $ 8,503 $ 2,126 $ 54,393 TASK 3A - CONSTRUCTION DOCUMENTS (90% PLANS) A, Landscape Architect - Project Management, Construction Documents 32 44 42 44 12 174 $ 27,906 B. Civil Engineering $ 31,223 C. Architectural / Structural Engineering $ 14,893 D. Electrical Engineering $ 3,723 $ 77,745 TASK 38 FINAL CONSTRUCTION DOCUMENTS A. Landscape Architect - Project Management, Final Construction Documents 2 8 1 6 8 2 26 1 $ 3,992 B. Civil Engineering $ 10,408 C, Architectural / Structural Engineering $ 4,964 D. Electrical Engineering $ 1,241 $ 20,605 Proposal to Provide Landscape Architectural Services for Santiago Park Gas House, City of Santa Ana 25D-18 2/21/2017 FEE SCHEDULE IIMIT.. ," _1 I ; Ftd.cenpt. A,c -, u,,A TASK 4 m BID ADVERTISEMENT, CONSTRUCTION ADMINSTRATION, RECORD DRAWINGS A. Landscape Architect - Project Management, Bid Advertisement, Construction Administration, 6 6 6 16 4 38 J$ 5,684 Record Drawings B. Civil Engineering $ 2,760 C. Architectural / Structural Engineering $ 1,317 D. Electrical Engineering $ 329 $ 10,090 OPTIONAL: Site Survey $ 9,545 Geotechnical (LGC Geotechnical) $ 16,675 REIMBURSABLES Reimbursable expenses, printing, copying, postage, etc. Estimate $ 1,000 where identified included in proposed fee. T01AL PROPOSED DESIGN FEF: a 204,563 ASSUMPTIONS: 1. Subconsultant services, civil engineering and electrical engineering, listed above include administrative mark- up of 15%. 2. Boundary and property line research if needed will required an additional fee. Proposal to Provide Landscape Architectural Services for Santiago Park Gas House, City of Santa Ana 2/21/2017 25D-19 EXHIBIT C ATTACHMENT C APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTIAGO PARK GAS HOUSE AREA DEVELOPMENT RFP NO.: I6-040 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shalt refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are nue; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution, Signed State of California County of (7VQ ,, Subscribed and sworn to (or affirmed) before me on this 3Lday ofocl�tjecr , 201L, by ( y CC t: l iOvrf proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (ftI C Notary Public Signature Notary Public Seal 'City of Santa Ana RFP 16-040 Page 24 25D-20 APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIi+ICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTIAGO PARK GAS HOUSE AREA (DEVELOPMENT RCP NO.: I6-040 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated fronds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transact on imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm _� Ay t .. / c�.° ,,//1.��_ L�5� f Signed and Printed Name:: �� °iJ6,vi _ DIZ- _ — Title Date City of Santa Ana RFP 15-040 Page 25 25D-21 APPENDIX ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SANTIAGO PARK CAS HOUSE AREA DEVELOPMENT REP NO.: 16-040 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. hn the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of �v City of Santa Ana RFP 16-040 Page 26 25D-22 M:lolloolum1 ADDITIONAL PROVISIONS NONE 25D-23 25D-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AMENDMENT TO OC STREETCAR DESIGN COOPERATIVE AGREEMENT (NON -GENERAL FUND) {STRATEGIC PLAN NOS. 3,2C, 46; 6, 1G} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1'' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a first amendment to the cooperative agreement with the Orange County Transportation Authority, for design of the OC Streetcar Project, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On March 15, 2016, a Design Cooperative Agreement (Agreement) was approved by City Council with the Orange County Transportation Authority (OCTA) for the design of the OC Streetcar Project (Project). The Agreement outlines the general roles and responsibilities for the design phase of Project between the City of Santa Ana and OCTA. The Agreement was subsequently executed by OCTA on May 9, 2016 (Exhibit 1). Consistent with the Agreement, staff has been working with OCTA to support and review the design of the Project. The first amendment to the Agreement specifies a refinement of these support services and a revised Work Plan (Exhibits 2 and 3). On December 6, 2016, the City Council approved an agreement with Kimley Horne to provide consultant support services for the various plan check submittals for the OC Streetcar. The revised scope also includes additional staff and consultant legal services to support OCTA's right-of-way team in the acquisition of the properties for the OC Streetcar Maintenance and Storage Facility. The revised Work Plan includes these services to ensure the City is compensated for the cost. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet the following Strategic Plan Goals: 1. Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning 25E-1 Amendment to OC Streetcar Design Cooperative Agreement April 4, 2017 Page 2 Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). 2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). 3. Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans; e.g., transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The OC Streetcar Design Cooperative Agreement provides for reimbursement of City eligible expenditures in the completion of the Design Phase. With the approval of this action, the revised estimated expenditure plan, including reimbursements for FY 2015-16, is as follows: FUND ACCOUNTING UNIT ACCOUNT FY 2015-16 FY 2016-17 FY 2017-18 Public Works Agency 03217664 66220 $158,812 $529,524 $168,910 Design Consultant 03217664 66220 $0 $231,415 $7,000 Right of Way Consultant 03217664 66220 $0 $114,049 $0 Right of Way Consultant 03217663 66220 $0 $277,222 $0 City Attorney 03217663 $6,537 $0 $0 FY TOTAL: 766220 $165,349 $1,152,210 $175,910 DESIGN PHASE TOTAL: $1,493,469 25E-2 Amendment to OC Streetcar Design Cooperative Agreement April 4, 2017 Page 3 Public Works Agency FM/EWG/JG APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Design Cooperative Agreement 2. Design Cooperative Agreement Amendment 3. Expenditure Plan 25E-3 25E-4 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 Distrlbuted:-!;'- Accounting CAMM FPA CA Vendor CA M-LV IV -VCM COOPERATIVE AGREEMENT NO. C-5-3583 V / J COOPERATIVE AGREEMENT NO. C-5-3583 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE DESIGN PHASE OF THE OC STREETCAR PROJECT THIS COOPERATIVE AGREEMENT ("Agreement'), is effective this I`> - day of La, {1v6tv5 i' , 2010, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public entity of the State of California (herein referred to as "AUTHORITY') and the City of Santa Ana, a charter city and municipal ly organized and existing under the laws of the State of California (hereinafter referred to as "CITY') each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, the OC Streetcar Project ('Project") refers to the implementation of the OC Streetcar as illustrated in Exhibit A and as specifically described in this Agreement; WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding (MOU) on August 31, 2015 for this Project in advance of this Agreement; WHEREAS, the AUTHORITY, in cooperation with the Federal Transit Administration (FTA) and the CITY, is proposing to design, construct, operate and maintain the OC Streetcar. The AUTHORITY is a grantee of the Federal Transit Administration. WHEREAS, the Santa Ana/Garden Grove Streetcar Locally Preferred Alternative was identified by the Santa Ana City Council on August 5, 2014 and approved through the certification of the Environmental Impact Report by the Santa Ana City Council on January 20, 2015; nn Page 1 of 13 L:\Camm\CLERICAL\WORDPROCIAGREE\AG53583.26 E - rJ Exhibit 1 COOPERATIVE AGREEMENT NO. C-5-3583 1 WHEREAS, on August 11, 2014, the AUTHORITY Board of Directors approved the 2 AUTHORITY to be the lead agency on all phases of the Project; 3 WHEREAS, this Agreement defines the roles, responsibilities, commitments, obligations, and 4 expectations for the AUTHORITY and the CITY as they relate to the Project design phase including 5 financial obligations; 6 WHEREAS it is the intent of the AUTHORITY and the CITY that the CITY shall be acting at all 7 times in respect to the Project as a Vendor as that term is used for federal funding requirements 8 purposes and that the CITY shall conduct any activities on the Project in compliance with all federal 9 rules, regulations and circulars applicable to Project Vendors. 10 WHEREAS, the Parties intend to enter into an agreement, prior to construction to establish the 11 roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to Project 12 construction; 13 WHEREAS, the OC Streetcar Project becomes the "OC Streetcar" upon the initiation of _ 14 _revenue service; 15 WHEREAS, the Parties intend to enter into an agreement , prior to construction, to establish 16 the roles, responsibilities and expectations of the OC Streetcar operating in the CITY's public way; 17 WHEREAS, the Parties intend to enter into an agreement, priorto revenue service, to establish 18 the roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to the 19 operations and maintenance of the OC Streetcar and adjacent streets; 20 WHEREAS, the Project will be funded through a combination of federal, state and local funds; 21 WHEREAS, the AUTHORITY's Board of Directors approved this Agreement on 28th day of 22 March, 2016; 23 WHEREAS, the CITY's City Council approved this Agreement on 15th day of March, 2016; 24 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the CITY 25 as follows: 26 / Page 2 of 13 L:\Camm\CLERICAL\wORDPROC\AGREE1AG53583�c �d�ed 2&6.04.27.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-5-3583 ARTICLE 1. DEFINITIONS "Betterment" means any work or items that are requested by the CITY or a third party that go beyond what is needed for the basic functioning of the Project. Betterments must i) not be prohibited by a governing state or federal standard ii) not adversely impact the operation of the Project and iii) not unreasonably delay or interfere with the Project schedule. Notwithstanding the foregoing, none of the following shall be considered Betterments: (a) A change in scope to which the Parties mutually agree, is necessary for the construction, operation or maintenance of the Project; (b) A requirement of applicable law; (c) A requirement of applicable city standards in effect as of the Effective Date of the Agreement; (d) Any measures to mitigate environmental or other impacts of the Project arising from the construction or operation or maintenance of the Project, including measures identified in --- the --Project's -EIR-or.any -required -supplemental _ or addenda environmental. report_ once cleared. "CEQA" means California Environmental Quality Act. "Construction Agreement" means the cooperative agreement between the Parties established to define the roles responsibilities and expectations during the construction, start up and testing of the Project. "Construction Contractor" means the firms(s) procured by the AUTHORITY to construct the Project or portions of the Project. "Day" or "Days" means calendar days and not business days, unless a different meaning clearly appears from the context. "Design Consultant" means the firm(s) procured by the AUTHORITY to perform preliminary and/or final design services to produce the Plans and Specifications. "Effective Date" means the date this Agreement is executed by the Parties. Page 3 of 13 L:\Camm\CLERICAL\WORDPROCIAGREEWG53583_26 ,w7.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 1 "Mitigation Monitoring and Reportinq Program" means the program for the implementation of 2 the mitigation measures adopted forthe Project as identified by the CITY in the Revised Environmental 3 Assessment (REA)/Final Environmental Impact Report (FEIR) approved by the CITY'S City Council 4 on January 20, 2015. 5 "OC Streetcar" is the operating streetcar vehicles and all streetcar infrastructure including the 6 track, the overhead contact system (wires, poles, conduits, and appurtenances), the traction power 7 system (substations, conduits, controllers, and appurtenances), streetcar signage, stations or stops 8 (lighting, shelters, and all stop features), utilities supporting the streetcar from point of service, and a 9 maintenance and storage facility (MSF). 10 "Operations and Maintenance Agreement" means the cooperative agreement between the 11 AUTHORITY and the CITY establishing the roles, responsibilities, and expectations with respect to 12 the operations and maintenance of the OC Streetcar. 13 "PE ROW" means the property owned by the AUTHORITY, previously the Pacific Electric 14 Railroad ROW, intended to be used for the -OC Streetcar between Raitt Street_ and. HarborBoulevard. 15 "Plans and Specifications" means the Project plans, specifications, and special provisions 16 prepared by the Design Consultant and/or the AUTHORITY providing the information necessary to 17 construct the Project. 18 "Proiect Submittals" means all design drawings, product data, test data, specifications, design 19 submittals, schedules, cost estimates, erection drawings or similar documents which are produced by 20 or on behalf of the AUTHORITY during the design of the Project, and which relate to the Plans and 21 Specifications or otherwise affect the interests of the CITY under this Agreement. 22 "Public Way Use Agreement" means the agreement established between the Parties 23 establishing the AUTHORITY's right to use the CITY's public way for the OC Streetcar. 24 "Ready to Bid" is a design package level of completeness indicating the design is complete, 25 the CITY's comments have been addressed, all drawings and specifications have been affixed with a 26 seal as required, and the title sheet has been signed by both the AUTHORITY and the CITY. Page 4 of 13 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583-25E z&.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 1 "Revenue Service" means the streetcar is operational and providing service to the public as 2 intended. 3 "Site Plan Review" is the process by which the CITY reviews project development submittals 4 and identify the requirements and conditions of approval for a development project. 5 "Work Plan" is the CITY's staffing budget for the responsibilities identified in this Agreement 6 and as provided for in Exhibit C. 7 ARTICLE 2. COMPLETE AGREEMENT 8 A. This Agreement, including any attachments incorporated herein and made applicable 9 by reference, constitutes the entire term(s) and condition(s) for the subject matter addressed in this 10 Agreement between the AUTHORITY and the CITY. This Agreement does not replace or supersede 11 the MOU for this Project entered into prior to this Agreement; however, any terms or conditions in 12 conflict shall be controlled by this Agreement. The invalidity in whole or in part of any term or condition 13 of this Agreement shall not affect the validity of other term(s) or condition(s) of this Agreement. The 14 above referenced Recitals are true and correct and are incorporated by reference herein. -- -- 15 B. The AUTHORITY's failure to insist on any instance(s) of the CITY's performance of any 16 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the 17 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and 18 the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion 19 of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in 20 writing by an authorized representative of the AUTHORITY by way of a written amendment to this 21 Agreement and issued in accordance with the provisions of this Agreement. 22 C. The CITY's failure to insist on any instance(s) of the AUTHORITY's performance of any 23 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the 24 CITY's right to such performance or to future performance of such term(s) or condition(s), and the 25 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 26 portion of this Agreement shall not be binding upon the CITY except when specifically confirmed in �'CCPagge 55e of 13 L:\Cam m\C LE RI CAL\W ORDP ROC\AGREE\AG 53583_cq�e�Em 9j4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 1 writing by an authorized representative of the CITY by way of a written amendment to this Agreement 2 and issued in accordance with the provisions of this Agreement. 3 ARTICLE 3. SCOPE OF AGREEMENT 4 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 5 design phase of the Project and subjects addressed herein. Both the AUTHORITY and the CITY 6 agree that each will cooperate and coordinate with the other in all activities covered by this Agreement 7 and any other supplemental agreements that may be required to facilitate purposes thereof. 8 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY 9 The AUTHORITY agrees to the responsibilities for the Project assigned herein to the 10 AUTHORITY pursuant to Exhibit B Project Scope and Exhibit C Financial Obligations attached hereto 11 and made part of this Agreement. 12 ARTICLE 5. RESPONSIBILITIES OF THE CITY 13 The CITY agrees to the responsibilities for the Project assigned herein to the CITY pursuant -- 14 to Exhibit B Project-Scope-and Exhibit -C-Financial Obligations-attached-hereto-and-made partofthis -- 15 Agreement. 16 ARTICLE 6. DELEGATED AUTHORITY 17 The actions required to be taken by the CITY in the implementation of this Agreement are 18 delegated to its City Manager, or designee, and the actions required to be taken by the AUTHORITY 19 in the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer 20 or designee. 21 ARTICLE 7. MAXIMUM OBLIGATION 22 Notwithstanding any provisions of this Agreement to the contrary, the AUTHORITY and the 23 CITY mutually agree that the AUTHORITY's maximum cumulative payment obligation under this 24 Agreement shall be One Million Four Hundred Ninety Three Four Hundred Sixty Nine 25 Dollars ($1,493,469), unless agreed to and amended in writing by both Parties. 26 / Page 6 of 13 L:\Camm\CLERICAL\WORDPROC WGREEVAG53582SEed lo®.04.27.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 _14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-5-3583 ARTICLES. AUDIT AND INSPECTION The AUTHORITY and the CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, the CITY shall permit the authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of the CITY for a period of four (4) years after final payment, or until any on-going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of the AUTHORITY's payment of the CITY's final billing (so noted on the invoice) under this Agreement. The AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in City contracted work. ARTICLE 9. INDEMNIFICATION A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and hold harmless the _AUTHORITY, _its officers,_ directors, employees, and agents from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees, including but not limited to claims arising from injuries to or death of persons (the CITY's employees included), for damage to property, including property owned by the AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and Page 7of13 L:\Camm\CLERICAL\WORDPROC\AGREEWG535832c6E4 $4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 1 attorney fees, including but not limited to claims arising from injuries to or death of persons (the 2 AUTHORITY's employees included), for damage to property, including property owned by the CITY, 3 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the 4 negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, employees 5 or agents in connection with or arising out of the performance of this Agreement. 6 C. The indemnification and defense obligations of this Agreement shall survive its 7 11 expiration or termination. 8 ARTICLE 10. ADDITIONAL PROVISIONS 9 A. Term of Agreement: This Agreement shall be in full force and effect for a term of one 10 year past the first day of Revenue Service as defined. The Parties do not intend that the term of this 11 Agreement shall exceed any limitation imposed by law, including without limitation the laws of 12 California, and agree to comply with any applicable requirements of such laws in connection with any 13 renewal of the term of this Agreement. 14 B: - - -Termination:--In-the event either Party defaultsinthe performanceof theirobligations-- 15 under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party 16 shall have the option to terminate this Agreement upon thirty (30) days prior written notice to the other 17 Party. This option shall only be available if the non -defaulting Party has provided reasonable notice 18 to the defaulting Party of any default and the opportunity to cure such default within forty-five (45) 19 days. 20 C. Termination for Convenience: This Agreement may not be terminated by either Party 21 11 for convenience 22 D. Termination for Lack of Fundinq: The AUTHORITY may terminate this Agreement in 23 the event funding is not available. 24 E. Compliance: The AUTHORITY and the CITY shall comply with all applicable federal, 25 state, and local laws, statues, ordinances and regulations of any governmental authority having 26 11 jurisdiction over the Project. Page 8 of 13 L:\Camm\CLERICALIWORDPROC\AGREE\AG5358 ' eFe 1)204.27.docx COOPERATIVE AGREEMENT NO, C-5-3583 1 F. Legal Authority: The AUTHORITY and the CITY hereto consent that they are 2 authorized to execute this Agreement on behalf of said Parties and that, by so executing this 3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to 5 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8 H. Counterparts of Agreement: This Agreement may be executed and delivered in any 9 number of counterparts, each of which, when executed and delivered shall be deemed an original and 10 all of which together shall constitute the same agreement. Facsimile or emailed PDF documents with 11 signatures will be permitted. 12 I. Force Maieure: Either Party shall be excused from performing its obligations under this 13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable --14 11 -- -cause --beyond -its -control, -including -but -not -limited -to: _ any incidence_ of fire, _flood; _acts 15 commandeering of material, products, plants or facilities by the federal, state or local government; 16 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of 17 such cause is presented to the other Party, and provided further that such nonperformance is 18 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing. 19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 20 or authority hereunder may be assigned in whole or in part by either Party without the prior written 21 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall 22 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent 23 to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 24 K. Governing Law and Venue: The laws of the State of California and applicable local 25 11 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that Q -011111111M Page 9 of 13 L:\Camm\CLERICAL\WORDPROCWGREE\AG53583-26E alb t34.27.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-5-3583 Orange County, California shall be the venue for any action or proceeding that may be brought in connection with this Agreement. L. Dispute Resolution: Disputes arising out of this Agreement shall be resolved at the lowest possible level. If a dispute cannot be resolved, it shall be elevated promptly to the next resolution level. The three levels of dispute resolution shall be: both Parties' Project Manager level (lowest), Executive Director level (middle), and Chief Executive Officer/City Manager level (highest). If the dispute has not been resolved within sixty (60) days of referral to the highest level above, either Party shall not be precluded from initiating litigation upon fourteen (14) days written notice to the other Party; provided however, that if one Party has requested the other to participate in the informal process listed above, at any level, and the other Party has unreasonably failed to participate, the requesting Party may initiate litigation upon fourteen (14) days written notice. M. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, each Party shall be responsible for its own costs and expenses, including attorney's fees. I N. --Notices: Any notices, requests, or demands made between the Parties pursuant to this _. Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Santa Ana Orange County Transportation Authority 20 Civic Center Plaza 550 South Main Street P.O. Box 1988 P.O. Box 14184 Santa Ana, CA 92701 Orange, CA 92863-1584 ATTENTION: ATTENTION: Jason Gabriel Lydia Bilynsky Principal Civil Engineer Section Manager III, Capital Projects Tel: (714) 647-5664 Tel: (714) 560-5568 E -Mail: jgabriel@santa-ana.org E -Mail: LBilynsky@octa.net Page 10 of 13 L:\Camra\CLERICAL\WORDPROC\AGREE WG53582 TELL 4 404.27.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-5-3583 Cc: Cc: Fred Mousavipour Jim Bell Executive Director, Public Works Agency Executive Director, Capital Programs Tel: (714) 647-5654 Tel: (714) 560-5646 E -Mail: fmousavipour@santa-ana.org E -Mail: JBeil@octa.net Cc: O. Amendments: This Agreement may be modified or amended only by a written document executed by both the AUTHORITY and the CITY. Such document shall expressly state that it is intended by the Parties to amend specifically identified terms and conditions of this Agreement. P. Compliance with FTA Requirements: The CITY shall comply with all Federal Transit Administration (FTA) requirements, including but not limited to, Circular C 5010 1D and Circular 4220.1 F as updated from time to time. Any third party contracting shall include Exhibit D - Required - Federal Clauses attached hereto and incorporated by reference in all third party contracts. - Q. Incorporation of Exhibits: This Agreement in its entirety includes the Exhibits listed below, all of which are, by this reference, incorporated herein and made part hereof as though fully set forth. The Exhibits of this Agreement are: EXHIBIT A -PROJECT MAP EXHIBIT B - PROJECT SCOPE EXHIBIT C - FINANCIAL OBLIGATIONS EXHIBIT D - REQUIRED FEDERAL CLAUSES EXHIBIT E - CITY SUPPORT WORK PLAN Page 11 of 13 L:\Camm%CLERICAL\WORDPROC\AGREE\AG5358326&4&.27.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 CITY OF SANTA ANA By: S, a 2 David Cavazos City Manager APPROVED AS TO FORM: By: onia Carvalho City Attorney APPROVAL RECOMMENDED: COOPERATIVE AGREEMENT NO. C-5-3583 ORANGE COUNTY TRANSPORTATION AUTHORITY By: - red Mousavipour Executive Director, Public Works Agency Dated : ATTEST: By: Maria D. Huizar Clerk of Council Dated : yll�?'✓/(ter 0 Chief Executive Officer APPROVED AS TO FORM: V.'I IPI VV . 1-. APPROVAL RECQMMEN 0 Executive Director, Capital Programs Dated : -5�9 16 Page 12 of 13 L:\Camm\CLERICAL\WORDPROCWGREEWG535 E-16 1 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-5-3583 LIST OF EXHIBITS Exhibit A — Project Map Exhibit B — Project Scope Exhibit C — Financial Obligations Exhibit D — Required Federal Clauses Exhibit E — City Support Work Plan Page 13 of 13 L:1Camm1CLERICALIW ORDPROCAGREEW G535826Ed41704.27.docx / .... . .e 25E.18 <40 � 2 } ) ( o/ \/ ) \&$ ; )i] 25E.18 <40 } ) \&$ ; )i] § .fm.. =a - ..ƒo d= \ \ « \0 ) \ \\ \ COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B PROJECT SCOPE 1.0 DEFINITIONS The terms defined in Article 1 of this Agreement are incorporated into and made a part of Exhibit B. 2.0 STATEMENT OF MUTUAL SUPPORT The CITY and the AUTHORITY hereby acknowledge their mutual support of the Project. Each Party agrees to cooperate with the other Party in a manner consistent with the commitments made and obligations assumed in this Agreement. Such cooperation and assistance shall include the dedication and reallocation of personnel, as required and is reasonably feasible, to meet Project goals including budget, schedule, and quality. 3.0 NOT USED 4.0 PROJECT MANAGEMENT 4.1 AUTHORITY MANAGEMENT The AUTHORITY shall be responsible for project management. The AUTHORITY is responsible for the overall Project and to ensure that all federal and State requirements are met. The AUTHORITY is responsible for all management decisions unless stated otherwise herein. The AUTHORITY shall identify a single point of contact (the AUTHORITY Project Manager) for the Project. The AUTHORITY Project Manager will be empowered to make certain decisions on behalf of the AUTHORITY and will manage the AUTHORITY's responsibilities as defined in this Agreement. The AUTHORITY Project Manager or designee will be able to provide clear and concise direction in situations where conflicting information is received from different AUTHORITY departments. All coordination with the AUTHORITY departments regarding the Project will be through the AUTHORITY Project Manager or designee. 4.2 CITY MANAGEMENT The CITY shall identify a CITY Representative for the Project as a single point of contact for the Project. The CITY Representative will convey all direction provided by the CITY on behalf of the Exhibit B Page 1 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583-SlFLQ4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B CITY and will manage the CITY's responsibilities as defined in this Agreement. The CITY Representative will provide the AUTHORITY with clear and concise direction in situations where conflicting information is received from different CITY departments. All coordination with CITY departments regarding the Project will be through the CITY Representative, unless otherwise agreed upon by the CITY and the AUTHORITY. 4.3 SCHEDULE The AUTHORITY shall develop a baseline schedule early in Project development. The CITY shall support the AUTHORITY in their efforts to meet Project milestones in order to achieve timely implementation of the Project. To the extent permitted by law, the CITY also agrees to cooperate and work with the AUTHORITY to mitigate adverse schedule conditions that jeopardize on-time Project completion. 4.4 REPORTING The AUTHORITY will produce a monthly progress report providing an update on project status, budget, schedule,including a three (3) month look ahead schedule, and other information. The AUTHORITY shall provide the CITY access to the monthly progress report electronically. 4.5 PROCUREMENTS The AUTHORITY shall be responsible for all procurement activities required for the Project. The CITY shall have, at the CITY's discretion, one (1) representative on all selection/evaluation committees including but not limited to public outreach, station and urban design, and construction management. The CITY Representative or designee shall be available for the procurement activities as scheduled. 4.5.1 Betterments The AUTHORITY shall address CITY Betterment requests as separate cooperative agreements, or amendments to cooperative agreements, for each Betterment request. See Exhibit C — Financial Obligations, Section 4.0 for additional information. Exhibit B Page 2 L:\Camm\CLERICAL\WORDPRCC\AGREE\AG5358corrlted J01.§.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B 4.6 RECORDS MANAGEMENT The AUTHORITY shall maintain all Project records per the AUTHORITY's policies and procedures. 5.0 PROJECT INFRASTRUCTURE 5.1 ROUTE DESCRIPTION The Project is 4.15 miles long more or less, and is represented in Exhibit A. 5.2 TRACKWAY 5.2.1 Embedded Track Embedded track is best described as rail embedded in concrete forming a track slab that is 8 - feet wide and typically 12-15 inches thick. Embedded track will be utilized in all street running segments of the Project. For this Project, the AUTHORITY shall use non -colored concrete embedded track unless agreed mutually otherwise. 5.2.2 Ballasted Track Ballasted track consists of rail affixed on ties, which are supported by ballast. Ballast is a rock placed around ties, holding the ties in place. Ties are spaced approximately 30 -inches apart Ballasted track can be utilized in stations, special trackwork areas, between intersections, and through intersections with concrete crossing panels. The AUTHORITY shall utilize ballasted track on the Project west of Raiff Street unless agreed to mutually otherwise. 5.2.3 Drainage Facilities The AUTHORITY shall mitigate any additional surface storm water drainage needs generated from the trackway or other impervious areas added by the Project or any change in drainage patterns caused solely by the Project. The mitigation of additional surface storm water drainage for the Project shall meet the CITY's National Pollutant Discharge Elimination System (NPDES) permit standards and will be subject to the CITY's storm water management requirements. The AUTHORITY intends to implement the Project with little to no increase in drainage runoff by keeping the existing impervious surface areas the same. If the AUTHORITY increases existing Exhibit B Page 3 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583-2gt 2Q 614.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B impervious drainage needs on the Project and a drainage analysis is required, the AUTHORITY and the CITY shall work together to determine the appropriate analysis approach. Storm drainage collection locations will be adjusted as necessary to accommodate any changed drainage patterns due to the implementation of the Project. The CITY agrees to allow the AUTHORITY to connect drainage collection facilities as desired within the streetcar guideway to the CITY's storm drainage system. 5.2.4 Gated Crossings Gated crossing gates shall implement Quiet Zone standards and shall be used at the following locations on the Project: • W. 511 Street/PE ROW Xing • Fairview Street/PE ROW Xing 5.3 ROADWAY 5.3.1 Geometry The roadway geometry will vary throughout the Project to accommodate the streetcar guideway, turn lanes, through lanes, bike lanes, and parking. The streetcar guideway shall not be exclusive to streetcar operations in street running areas. Vehicular traffic will be allowed on the streetcar guideway in all locations where public roadway use exists. The Parties agree the intent for this Project is to implement the streetcar guideway without widening the roadway. Widening the roadway will not be done to accommodate the addition of bike lanes or new traffic lanes unless agreed to mutually otherwise. The Parties agree to confirm the roadway geometry for all streets including number of lanes, the streetcar placement within the streets, turn lanes, bike lanes, and parking during the resolution of 30% design comments. The 30% Plans and Specifications submittal, comment response log including resolution of comments will commemorate the geometry that will advance unless mutually agreed otherwise. Exhibit B Page 4 L:Kamm\CLERICAL\WCRDPROC\AGREEVAG53583 corrected 2016.04.27.docx 25E-22 COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B Maintenance on or near the streetcar guideway will be addressed fully in the Operations and Maintenance Agreement. 5.3.2 Pavement The streetcar guideway shall be installed by saw cutting the existing pavement, constructing the track slab(s), patching the pavement with a pavement thickness meeting CITY standards as defined by Exhibit B, Section 6.1.1. Pavement restoration for utility trenching performed by the AUTHORITY shall be handled similarly. 5.3.3 Traffic Signals The streetcar shall utilize the same traffic signals vehicular traffic utilizes. If during design an operational need is identified requiring an independent streetcar signal system, the CITY agrees to allow integration of the independent signal with the CITY's signal system as long as there is not a material degradation of traffic flow. CITY traffic signal poles shall not be used for the OC Streetcar overhead contact system or dedicated OC Streetcar signal facilities unless mutually agreed to otherwise. To reduce sidewalk clutter and assist in integration, the CITY shall allow the AUTHORITY to place any traffic related streetcar equipment inside the CITY's traffic control cabinets where space is available. Intersections with traffic signals include: • Fairview Street/PE ROW (May include Queue Cutter and Pedestrian Signal) • Raitt Street/Santa Ana Boulevard • Pacific Avenue/Santa Ana Boulevard • Bristol Street/Santa Ana Boulevard • Shelton Street/Santa Ana Boulevard • Flower Street/Santa Ana Boulevard • Parton Street/Civic Center • Broadway/4th Street • Main Street/4th Street • Bush Street/4th Street • French Street/4th Street • Mortimer Street/4th Street • Lacy Street/Santa Ana Boulevard • Santiago Street/Santa Ana Boulevard • Bush Street/Santa Ana Boulevard • Main Street/Santa Ana Boulevard Exhibit B Page 5 L:\Camm\CLERICAL\WORDPROCWGREE\AG53583,pr�d 2f 4.27.docx COOPERATIVE AGREEMENT NO. C-5-35$3 EXHIBIT B • Broadway/Santa Ana Boulevard • Pedestrian Signal/Santa Ana Boulevard • Ross Street/Santa Ana Boulevard The AUTHORITY shall replace, modify, or relocate any traffic signal mast arms, signal cabinets, or signal poles in conflict with the streetcar infrastructure following CITY standards as defined by Exhibit B, Section 6.1.1. Any new poles, cabinets, or mast arms shall match the existing equipment unless agreed to mutually otherwise. Traffic signal equipment upgrades or replacements not required for the Project shall be considered a Betterment. The traffic signal system will provide the OC Streetcar traffic signal priority through peer to peer communications optimizing the priority to the streetcar vehicle while minimizing the impact to vehicular and pedestrian traffic. The amount of green time extension for the streetcar approaching an intersection shall not exceed twenty (20) seconds to allow the streetcar to progress through the intersection. The amount of red time reduction for the streetcar, if stopped at an intersection, shall not be more than twenty (20) seconds_ to allow the streetcar to progress through the intersection. The green time extension and red time reduction will not be employed at traffic signals where the OC Streetcar crosses Main Street, Broadway, and Bristol Street. The AUTHORITY will be responsible for providing timing plans to the CITY for opening day and design year traffic conditions for all traffic signals affected by streetcar operations. Salvageable signals, poles, and equipment will be removed and turned over to the CITY as requested and implemented in the Plans and Specifications. 5.3.4 Traffic Management Plan During design, the AUTHORITY shall prepare a Traffic Management Plan (TMP) for the CITY's review and approval that addresses, to the extent appropriate, construction -related impacts to the CITY's existing street traffic. The TMP will include normal traffic handling requirements during construction of the Project, including staging, lane closures, detours, signage, Intelligent Exhibit B Page 6 L:1Camm\CLERICALIWORDPROC\AGREE1AG53583 corrected 2016.04.27.docx 25E-24 COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B Transportation Systems (ITS), and signalization and will specify requirements for communicating with the public and local agencies during construction. 5.3.5 Signage/Striping New traffic signage shall be provided to facilitate new lane configurations and traffic conditions. The AUTHORITY will be responsible for the design and installation of all signage. Existing signage along the alignment that is not affected will remain unless it is in conflict with the new traffic conditions. The AUTHORITY will be responsible for striping. Final striping shall be a thin mil thermoplastic application. The AUTHORITY shall replace all striping removed and restore all striping damaged by the Project and match to existing striping consistent with CITY standards as defined by Exhibit B, Section 6.1.1, as needed. All signing and marking shall comply with Manual of Uniform Traffic Control Devices. 5.4 BIKE FACILITIES 5.4.1 Bike Lanes The AUTHORITY shall coordinate with the CITY on bike lane locations on streets within the alignment, including those consistent with the Complete Streets study commissioned by the CITY. The Parties shall confirm the roadway geometry for all streets, including bike lanes, early in the design process; see Exhibit B, Section 5.3.1 for specifics. 5.4.2 Bike Paths There are no bike paths included in the Project. The implementation of any bike path in the PE ROW shall be considered a Betterment. Any license requirements for a bike path in the PE ROW shall be addressed in the Public Way Use Agreement. 5.5 LANDSCAPING/[ IRRIGATION Any landscaping or irrigation systems in the public way or on City property impacted by Project construction will be replaced or relocated with drought tolerant landscaping, space permitting. No new landscaped areas are required for this Project. Exhibit B Page 7 L:\CammNCLERICAL\WORDPROC\AGREEWG53583-292 2Q 4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B Existing CITY owned irrigation systems that may be impacted by the Project will be tested prior to construction to verify operational fitness. Systems found to be non -operational shall have heads, valves, and controllers relocated and left in a connection -ready status. 5.6 LIGHTING New Project lighting shall be LED lamps. 5.6.1 Public Way Lighting There is no new street lighting included in this Project unless mutually agreed otherwise. Lighting will be added to stops as necessary to meet pedestrian lighting standards. The AUTHORITY is not required to upgrade existing lighting if not impacted by the Project. 5.6.2 PE ROW Lighting The AUTHORITY may install operational lighting in the PE ROW if necessary for operations. Pedestrian level lighting in the PE ROW is not included in the Project other than at stop locations. 5.6.3 Maintenance and Storage Facility (MSF) Lighting -The AUTHORITY shall implement lighting at the MSF facility in a manner consistent with the approved use and as necessary to ensure the safe and secure operation of the facility. 5.7 UTILITIES 5.7.1 CITY Utilities CITY utilities include, but are not limited to, the CITY's water distribution system, storm drain system, sanitary sewer system, traffic signal conduits, and the street lighting system. The AUTHORITY's intent is to implement the Project with the least utility impacts possible. Any existing utility in direct conflict with a Project element shall be relocated. Additionally, the AUTHORITY shall apply the following criteria to utilities as applicable: • An existing utility may remain under the trackway, longitudinal and perpendicular, if the material, type, condition, and load capacity of the utility is sufficient. The AUTHORITY shall provide the CITY with an analysis report. Parties to agree on sufficiency. Exhibit B Page 8 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583 corrected 2016.04.27.docx 25E-26 COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B • Existing access manholes, vaults, valve boxes, clean outs, and taps may be directly adjacent to or on a case by case basis, within a track slab. Use of access points near the streetcar track slab will require coordination with the AUTHORITY once the OC Streetcar is operational. • No new utilities shall be installed longitudinally within 4 -feet of the track slab. • New utilities, installed during the Project and perpendicular to the streetcar alignment, shall be encased no less than 4 -feet outside the track slab limits. 5.7.2 Public Utilities The AUTHORITY shall initiate discussions with each public utility to rearrange or relocate its public utility facilities that may be determined by the AUTHORITY and the CITY to conflict with the Project. Public utilities are all non -CITY utilities including but not limited to communications, electric, gas, and cable. in the event the public utility fails to agree or fails to make the rearrangement or relocation in a timely manner, the CITY shall exercise and/or assign its rights under any state laws or under any applicable franchise as requested by the AUTHORITY to effectuate such rearrangement or relocation to permit the AUTHORITY to rearrange or relocate the utility in a timely manner. The CITY shall cooperate with the AUTHORITY, shall provide assistance to the AUTHORITY as needed, and shall join with the AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights under the laws of the State of California to cause such rearrangements or relocations. The AUTHORITY shall underground only those overhead utilities found in conflict with the proposed Project elements. Additional undergrounding of overhead utilities, if not in conflict with the Project, shall be considered a Betterment. 5.8 STREETCAR STOPS 5.8.1 Locations/Position Project -wide it is anticipated there will be ten (10) streetcar stops for passengers to access the streetcar in each direction. Side stops typically entail a passenger boarding area for each direction Exhibit B Page 9 L:\Camm\CLERICAL\WOROPROC\AGREE\AG53583_ppr�Wad 2= 4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B and have tracks only on one side. Center stops entail a passenger boarding area with tracks on each side. To the extent the Parties determine jointly that the stop locations will increase roadway crossings by pedestrians, the Project will include appropriate safety features to accommodate these crossings. The stop locations are defined below: Eastbound Stops • Harbor Boulevard/PE ROW • Fairview Street/PE ROW • Raitt Street/PE ROW • Bristol Street/Santa Ana Boulevard • Flower Street/Santa Ana Boulevard • Ross Street/4'h Street • Sycamore Street/4th Street • French Street/4'h Street • Lacy Street/Santa Ana Boulevard • Santa Ana Regional Transportation Center Westbound Stops • Santa Ana Regional Transportation Center • Lacy Street/Santa Ana Boulevard • French Street/Santa Ana Boulevard • Sycamore Street/Santa Ana Boulevard • Ross Street/Santa Ana Boulevard • Flower Street/Santa Ana Boulevard • Bristol Street/Santa Ana Boulevard • Raitt Street/PE ROW • Fairview Street/PE ROW • Harbor Boulevard/PE ROW Stop Tvpe Side or Center Side or Center Side or Center Side Side Side Side Side Side Center Stop Tyne Center Side Side Side Side Side Side Side or Center Side or Center Side or Center The stop types listed are primarily a function of the position of the streetcar guideway in the roadway. If during design the streetcar alignment changes positions in a roadway, the stop types listed here may be amended accordingly. 5.8.2 Stops Sizing - Stops shall be long enough to support a single streetcar. Exhibit B Page 10 L:\Camm\CLERICAL\WORDPROC\AGREE\AG5358cgr�ted ,011 04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B Shelter- The stop shelters are intended to provide limited protection from rain or sun. The shelters are not intended to be fully enclosed. Shelter specifics shall be developed during the development of Project design criteria. The shelters shall utilize furnishings that are readily available. Custom furnishings shall not be used. Seating/Leaning Rail - The shelters shall have limited seating and/or leaning rail areas. No other seating areas will be provided. Ticket Vending Machines - At the AUTHORITY's discretion, each stop may have a ticket vending machine. Pavement Surface - The pavement surface at stops shall be surfaced to match the adjacent sidewalk material for side -running stops and non -colored concrete on center platforms unless mutually agreed otherwise. A tactile warning strip meeting federal requirements will be provided on the track side of all stops. 5.9 TRACTION ELECTRIFICATION SYSTEM The Traction Electrification System iscomprisedof two categories including Traction Power - Substations (TPSS) and the Overhead Contact System (OCS). 5.9.1 Traction Power Substations There are a total of five (5) TPSS planned for this Project. 'Substations shall be spaced as necessary for the OC Streetcar to operate at the frequency desired. Substation locations have been preliminarily identified. The CITY shall cooperate with AUTHORITY on locations for TPSS use identified by the AUTHORITY. The Parties agree that the TPSS may be prefabricated units. Depending on the specific location of the TPSS, aesthetic treatments will be applied to reasonably blend the TPSS into its surroundings. Aesthetic treatments may include but not be limited to walls, structures, fencing, paint treatments, siding, or partial screening. Treatments will be provided for in the Station and Urban Design effort in collaboration with the CITY. Exhibit B Page 11 L:\Camm\CLERICAL\WORDPROCIAGREE\AG535832Skd 29f4.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B The AUTHORITY shall follow the CITY's permit approval process for each TPSS location however; approval for driveway access at TPSS locations shall not be unreasonably withheld by the CITY. 5.9.2 Overhead Contact System (OCS) The OCS distributes the power generated by the TPSS that is used to propel the streetcars. The poles used to support the OCS shall be smooth, round and tapered steel poles. The poles will be a single color mutually agreed upon by the AUTHORITY and the CITY. The color selected for the OCS poles will apply to all OCS poles within the CITY. 5.10 STREETCARS The AUTHORITY is responsible for the procurement of streetcar vehicles. 5.11 MAINTENANCE AND STORAGE FACILITY (MSF) AND ACCESS TRACK 5.11.1 Zoning The MSF site shall be zoned M1 or a similar zoning designation that will accommodate the proposed facility, The CITY shall ensure the MSF is an allowed use. The AUTHORITY shall design the facility to handle all loading and unloading of parts and materials onsite. Loading areas shall not be visible from the street. The AUTHORITY may not use mechanized equipment, such as a fork lift, to load or unload parts and products in the public right of way. Parking for both employees and the public shall be accommodated in a single lot. Landscaping in the parking lot shall be no more than 1 landscaped island per ten (10) spaces. 5.11.2 Site Development The AUTHORITY will be allowed to have a zero lot -line setback requirement for the MSF from a zoning standards standpoint. However, the AUTHORITY shall comply with all other code requirements as applicable. Exhibit B Page 12 L:\Camm\CLERICAL\WORDPROC\AGREE\AG5358igffd �,01�.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B 5.11.3 Activity Periods The AUTHORITY may conduct operations and maintenance activities at the MSF at any time and on any day. 6.0 DESIGN 6.1.1 Design Criteria The AUTHORITY will develop design criteria and standards for the Project that are consistent with CITY design standards and guidelines. Applicable City standards are those in place on the Effective Date of this Agreement unless agreed to otherwise. The Project design criteria shall include the technical requirements and provisions for the Project and include which standards, specifications, and other requirements will be adhered to by the AUTHORITY's design consultants and Construction Contractors. The CITY shall review and approve design criteria that affect CITY owned assets. The Project design criteria shall include a design exception process with the approval of the applicable Party included. Once adopted, design criteria and referenced criteria requirements will not change unless agreed mutually otherwise. 6.1.2 Project Information The CITY shall provide the AUTHORITY with electronic copies of all available record drawings, CADD files, and any other documents applicable to the Project. 6.1.3 Construction Phasing During design, the AUTHORITY and the CITY will work collaboratively to develop the construction phasing for the Project. The AUTHORITY and the CITY shall gather input from the public in the development of construction phasing alternatives. The construction phasing plan shall be developed by the sixty (60) percent design level of completion in order for the information to be implemented into the Plans and Specifications. Exhibit B Page 13 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583 2gt 2l6 f4.27,docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B 6.1.4 Packaging The Plans and Specifications prepared by the AUTHORITY shall be comprehensive and represent the complete design of the Project. All design plans shall be on a uniform border, numbered sequentially, and segregated by discipline as deemed appropriate by the AUTHORITY. The design plans and specifications, at the Ready to Bid stage, shall have a signature sheet for both AUTHORITY approval and CITY concurrence. CITY orAUTHORITY signature on individual sheets or specifications is not required. 6.1.5 Design Reviews The Plans and Specification design package(s) will entail a formal review package including 30 percent, 60 percent, 90 percent, and Ready to Bid. Each shall be scheduled in advance with at least a three-week notice provided for each submittal. The total review time shall be thirty (30) days for each formal review package submittal. The thirty (30) day period begins when the City receives the submittals. If multiple formal review packages are prepared the separate packages will not be concurrently reviewed. In situations where the AUTHORITY intends to submit review packages outside of the formal review packages, the CITY and the AUTHORITY will determine the review times on a case by case basis. The AUTHORITY shall provide the number of copies of the Plans and Specifications for review as requested by the CITY. The CITY shall provide written comments on hard -copy prints, e -file comments, or tabular comments with clear reference to where the comment applies in the review set. Comments must be clear, concise, and legible. Prior to submission to the AUTHORITY, the CITY shall resolve any conflicting comments. The MSF and TPSS site plan design packages shall be reviewed following the CITY's Site Plan Review process and shall be no more than a sixty (60)- -day review. The MSF and TPSS construction document packages shall be reviewed following the CITY's building permit review process and shall be no more than a sixty (60) day review. The sixty (60) day period begins when the Exhibit B Page 14 L:\Camm\CLERICAL\WORDPROC�AGREEWG53583 corrected 2016.04.27.docx 25E-32 COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B City receives the complete package of Plans and Specifications for each submittal. OCTA and the CITY shall endeavor to shorten review durations where possible. The AUTHORITY shall hold comment resolution meetings for each formal review stage and discipline, and shall discuss rejected comments with each reviewer. It is the AUTHORITY's responsibility to evaluate conflicting review comments between the various stakeholders (utility companies, agencies, etc.) and work with the reviewers to develop a final disposition. The AUTHORITY shall respond in writing to each comment received within thirty (30) days. Any comments received after the review period shall be evaluated for relevance and shall be incorporated into the next design submittal when applicable. Comments received after the Ready to Bid review period, that have a material effect on Project cost or schedule shall be considered a Betterment. The exclusion of any review comment from the CITY shall be discussed between the Parties until mutually agreed upon. Any review comment not resolved within a reasonable time may be requested by either Party to be resolved in the Dispute Resolution process, identified in Article 10.L. The AUTHORITY shall adopt a validation process to ensure that all accepted comments (from all reviewers) have been incorporated into the Plans and Specifications. The AUTHORITY shall demonstrate to the CITY that all comments have been implemented or resolved satisfactorily in the final Plans and Specifications. Comments received that are deemed a Betterment, as determined by the AUTHORITY, shall be discussed with the CITY to determine if the CITY is interested in submitting a Betterment request. 6.1.6 Authorization to Bid The AUTHORITY may advertise the procurement of a Construction Contractor as necessary to meet the Project schedule. The AUTHORITY shall not issue the Invitation for Bids for construction until the Ready to Bid set of documents is complete as defined in Article 1 of the Agreement unless provided for otherwise herein. Exhibit B Page 15 L:%Camm\CLERICAL\WORDPROCVAGREE\AG53583�prrarka� 2�614.27.dom COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B The CITY shall not unnecessarily withhold the signing of the Ready to Bid cover sheet if the AUTHORITY has addressed all comments in good faith. If no comments have been elevated in the Dispute Resolution process as provided for in Article 101, the AUTHORITY may proceed into construction fourteen (14) days following written notice to the CITY that all comments have been addressed without the City's signature on the cover sheet. 6.1.7 Artistic Influence The extent of the AUTHORITY's Project artwork obligations shall be to contract a station and urban design consultant to develop aesthetic design concepts that will incorporate artistic influence into the Project. Any artistic influence incorporated into the Project must meet FTA guidelines as an eligible expense. All other requested artwork shall be considered a Betterment. 6.1.8 Station and Urban Design The AUTHORITY shall develop station and urban design concepts through an urban design consultant separate from the Project Design Consultant's scope of work, and gather community input on the urban aspects of the Project. The AUTHORITY is committed to an iterative process focused on securing community stakeholder consensus prior to advancing the concepts to final design. The Parties agree that the iterative process shall be orchestrated in a manner that reduces the number of concepts with each iteration. Once consensus is reached, the AUTHORITY shall advance the concept to the Design Consultant responsible for final design. 7.0 PUBLIC INVOLVEMENT The AUTHORITY shall lead Project public involvement. The AUTHORITY shall develop and implement a public awareness campaign (PAC) in collaboration with and including input from the CITY that includes business outreach to advise businesses, residents, elected officials, motorists, and media of Project status. The AUTHORITY shall report on activities and collateral material development during the Project. The AUTHORITY shall keep the CITY informed on PAC events, notices, and Project updates. Exhibit B Page 16 L:\Cam m\CLE RI CAL\W ORDP ROC\AG R EE\AG5351�tlEGt-dS l §.04.27. d ocx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B 8.0 REAL ESTATE The AUTHORITY shall be responsible for all right of way acquisition activities. If necessary, the AUTHORITY and the CITY shall cooperate in implementing eminent domain. If requested by the AUTHORITY, the CITY shall conduct public hearings to hear resolutions of necessity and agrees to exercise its rights under eminent domain, to assign all of its rights, and to join the AUTHORITY in litigation if necessary. Compensation for right of way acquisition support is addressed in Exhibit C, Section 5.1.3. 9.0 COORDINATION OF ADJACENT PROJECTS The CITY agrees to keep the AUTHORITY informed on all design and construction projects that may directly impact this Project and that are submitted to the CITY for approval. This includes, but is not limited to, utility projects, communication projects, development projects, and other improvement projects. To the extent permitted by law and except for renewals or extensions of existing licenses or permits, and renewals or extensions of existing use rights, the CITY shall not issue new licenses, permits, or use rights within the City's public right of way that materially interfere with the AUTHORITY's construction of the Project. 10.0 PERMITS AND COORDINATION 10.1 USE OF RIGHT OF WAY The CITY agrees to grant to the AUTHORITY certain non-exclusive rights to use the CITY right of way for streetcar purposes, including the right to construct, operate, and maintain tracks, stations, OC Streetcar elements, and other improvements necessary for the OC Streetcar on that portion of the Project alignment constituting the CITY's public way or right of way. The AUTHORITY's use of the CITY's public way or right of way shall be at no charge and upon such terms and conditions as set forth in a Public Way Use Agreement. Exhibit B Page 17 L:\Camm\CLERICAL\WORDPROCWGREE\AG5358316 r 72 94.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B 10.2 PERMITS By executing this Agreement, the CITY agrees to use its best efforts to facilitate all necessary authority, permission, and permits to enable the AUTHORITY to construct the Project as set forth herein. The CITY and the AUTHORITY acknowledge that the intent of this Agreement is to incorporate the majority of the CITY's requirements with respect to the permit the AUTHORITY must obtain to construct the Project. However, before the AUTHORITY begins construction, the AUTHORITY shall apply for and the CITY agrees to not unreasonably withhold such permit(s). The AUTHORITY, and/or its Construction Contractor(s), shall not be charged for the CITY's fixed cost permit issuance fees for building and street work permits deemed necessary for the Project. 10.3 CITY PROPERTY The CITY agrees to sell to the AUTHORITY the CITY property, at the appraised value, necessary for the AUTHORITY to construct, operate, and maintain a traction power substation and related equipment necessary for the OC Streetcar at the following two (2) locations as follows: CITY property located_ at the southwestcorner of the Bristol Street/Santa Ana Blvd. intersection; Y CITY property located in the northeast corner of the Garfield Street/Santa Ana Blvd. intersection. The CITY agrees to grant to the AUTHORITY an easement to use CITY property for streetcar purposes, including the right to construct, operate, and maintain traction power substations and related equipment necessary for the OC Streetcar at the following location for monetary or other consideration: 6 CITY property located in the City Civic Center Plaza on the. north side of Santa Ana Blvd west of Ross Street. The AUTHORITY agrees to minimize the amount of property purchased or used while providing for construction, operations, and maintenance activities. The AUTHORITY and the CITY Exhibit B Paae 18 COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT B shall work collaboratively to ensure the traction power substation sites are not obtrusive to surrounding uses through the Station and Urban Design process identified in Exhibit B Section 5.9.1. 11.0 ENVIRONMENTAL 11.1 MONITORING Pursuant to CEQA Guidelines Section 15097(a), the CITY delegates the CITY's reporting and monitoring responsibilities as set forth in the Mitigation Monitoring and Reporting Program to the AUTHORITY, and the AUTHORITY accepts the delegation of those reporting and monitoring responsibilities. The CITY shall participate in meetings related to the Mitigation Monitoring and Reporting Program as needed and receive regular updates on the progress. The AUTHORITY shall provide copies of all environmental reporting and monitoring reports to the CITY to ensure compliance is maintained. In accordance with CEQA Guidelines Section 15097(a), the CITY ultimately remains responsible for ensuring that the mitigation measures in the Mitigation Monitoring and Reporting Program are implemented. 11.2 ENVIRONMENTAL DOCUMENT UPDATES In the event the AUTHORITY deems it necessary to make significant changes to the Project descriptions as submitted to the Federal Transit Administration or used for purposes of the Environmental Impact Report, the AUTHORITY shall take the lead on preparing any required updates. The CITY shall be responsible for supporting and coordinating with the AUTHORITY in completing any additional environmental review required under State or federal law. The reimbursement of CITY costs associated with this coordination are addressed in Exhibit C Section 5.1.3 Additional Support. Exhibit B Page 19 L:\Camm\CLERICAL\WORDpROCWGREE\P.G53583Avragkd 281614.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C FINANCIAL OBLIGATIONS 1.0 DEFINITIONS The terms defined in Article 1 of this Agreement are incorporated into and made a part of Exhibit C. 2.0 PROJECT FUNDING The AUTHORITY is responsible for securing and administering all federal, state, and local funding for the Project. 3.0 PROJECT COSTS The AUTHORITY is responsible for all Project capital costs. The AUTHORITY is not responsible for Betterment costs. 4.0 BETTERMENTS 4.1 BETTERMENT REQUESTS Betterment requests submitted by the CITY to the AUTHORITY shall be established as separate cooperative agreements or as amendments to existing cooperative agreements under the framework established herein. All Betterments shall be paid for by the CITY. The following steps for a Betterment include: 1. The CITY shall submit to the AUTHORITY a Betterment request in writing. Each request shall include a detailed scope of work including identification of any work the CITY intends to self -perform. 2. The AUTHORITY shall review the Betterment request and prepare and submit to the CITY a proposal identifying scope clarifications, design costs, construction costs, and administration/management costs. 3. The CITY shall review the Betterment proposal. If acceptable, the CITY shall submit written authorization for the AUTHORITY to move forward. If further negotiations are necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate and update the proposal to accurately reflect the negotiated terms and conditions. The AUTHORITY Exhibit C �'CC a L:\Camm\CLERICAL\wORDPROCIAGREE\AG53583_ca am 7.dou COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C reserves the right to decline any Betterment request that materially impacts the Project schedule. 4. All Betterment reimbursements by the CITY shall be lump sum and shall equal the agreed upon budget amount. The AUTHORITY agrees to segregate the Betterment with respect to accounting and cost reporting. Any design work done by the AUTHORITY's Design Consultant on a Betterment, and incorporated into the Plans and Specifications, shall be constructed, without exception, by the AUTHORITY's Construction Contractor, as part of the Project construction effort. 4.2 BETTERMENT REIMBURSEMENT The City's reimbursement of AUTHORITY costs associated with a Betterment shall be on a lump sum basis. Each Betterment cooperative agreement shall identify the timing and methodology for reimbursement. 5.0 CITY COSTS 5.1 CITY SUPPORT SCOPE 5.1.1 City Staff Support City staffing support is CITY staff time spent in support of the Project and includes, but is not limited to, administering the CITY's support efforts, Project meetings, construction package reviews, site plan reviews, station and urban design participation, and public outreach efforts. The City Representative is responsible for managing CITY staff support on the Project and shall ensure time charged is reasonable and necessary. Support costs are for the design phase of the Project and shall not include costs incurred past the notice to proceed for construction. 5.1.2 City Consultant Services Any consultant services used by the CITY on behalf of the Project shall be coordinated with the AUTHORITY. Any existing contracts the CITY intends to use for Project support must be reviewed by the AUTHORITY for compliance with FTA requirements and the CITY agrees to follow the 55Exhibit C 2 L:1Camm1CLERICALIWORDPROC�AGREE�AG53583 correcCe 97.dom COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C AUTHORITY's requirements for contract modifications or task order language, if applicable, prior to advancing any Project support work. Should the CITY determine a need for additional consultant services, the CITY shall submit the scope, schedule and budget to the AUTHORITY for review and approval prior to commencing the procurement or authorizing the work under existing contracts. The AUTHORITY will verify there is no potential duplication of effort or risks to the overall Project schedule and budget and that there is no existing conflict of interest with existing contracts. In addition, the AUTHORITY will confirm the forecasted expenditures are eligible for reimbursement. All procurements must meet FTA requirements. The CITY agrees to include information regarding conflict of interest with current AUTHORITY contracts and future AUTHORITY procurements related to the Project in all CITY support procurements. - - Support costs are for the design phase of the Project and shall not include costs incurred past the notice to proceed for construction. CITY support costs associated with the construction phase of the Project will be addressed in the Construction Agreement. 5.1.3 Additional City Support Additional City Support is to provide a means for the AUTHORITY to secure CITY support for the condemnation of property and for support on environmental update documents in a timely manner. The AUTHORITY recognizes that the CITY may use existing contracts for legal or other services to provide Additional City Support as requested by the AUTHORITY in accordance with the procedures below. The AUTHORITY shall use its best efforts to facilitate the CITY's use of such agreements, including without limitation seeking a waiver or other relief from applicable FTA requirements as necessary. In the event the CITY is unable to use an existing agreement for the purposes of providing Additional City Support because of noncompliance with FTA requirements, the AUTHORITY Exhibit C 25a L:\Camm\CLERICAL\WORDPROCWGREE�AG53583_c 7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C recognizes that the CITY in those circumstances may be unable to render Additional City Support, and the CITY shall thereupon be relieved from any obligation under this section. Additional City Support is not intended to provide contingency for other Work Plan activities. The following procedure shall be followed when Additional City Support is requested: 1. The AUTHORITY shall submit to the CITY a support request in writing. Each request shall include a detailed scope of work. For time sensitive activities, the AUTHORITY may authorize an initial amount in the request for support. 2. If an initial authorization is provided, the CITY shall provide support as requested and then the CITY shall prepare and submit to the AUTHORITY a proposal identifying scope clarifications, support costs, managementladministrative costs, and any third party costs. 3. The AUTHORITY shall review the CITY's support proposal. If further negotiations are necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate and update the proposal to accurately reflect the negotiated terms and conditions. If the cost of the support will exceed the provisional amount provided for Additional City Support, the Parties shall amend Article 7.0—Maximum Obligation and provide a supplemental work plan to Exhibit E — City Support Work Plan. 4. All Additional Support Work shall be tracked separately and segregated as an independent task as identified with each authorization when invoicing. 5.2 CITY WORK PLAN BUDGET 5.2.1 City Staff Support The CITY staff support budget has been developed by identifying positions, hours, and rates in the categories shown in the City Support Work Plan ("Work Plan") in Exhibit E. AUTHORITY will reimburse CITY for actual CITY staff support costs incurred in accordance with the Work Plan budget. Actual costs include all eligible CITY direct and indirect costs. The actual indirect cost recovery rate applied to direct labor costs will be adjusted following federal regulations. CCExhibit C L:\Camm\CLERICAL\WORDPROCWGREE\AG53583 cc2em5ce4i7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C The cost to develop a Cost Allocation Plan to determine an indirect cost recovery rate is not eligible for reimbursement. 5.2.2 Additional City Support Additional CITY support costs not included in the CITY Work Plan budget shall be included in an amendment to this Agreement. The CITY may not provide additional support without prior written authorization from the AUTHORITY. 5.2.3 Periodic Cost Reviews The AUTHORITY and the CITY agree to regularly monitor CITY costs expended in comparison to the CITY support budget and the remaining effort anticipated. A formal review of funds expended shall be conducted by the Parties immediately following the submittal of the CITY's invoice inclusive of the construction package reviews at the 30%, 60%, and 90% periods which are generally scheduled for June 2016, January 2017, and June 2017 respectively. In the event the remaining level of effort required, as agreed to by the Parties, exceeds the remaining budget, the Work Plan Budget shall be updated through an amendment to this Agreement. 5.3 INVOICING PROCEDURES Each month, the CITY shall submit an invoice to the AUTHORITY for actual costs incurred the prior month. Invoices shall be submitted within 30 days of the end of the monthly invoice period. Invoices shall be submitted in duplicate to AUTHORITY's Accounts Payable office. The CITY may also submit invoices electronically to the AUTHORITY's Accounts Payable Department at vendorinvoices@octa.net. The AUTHORITY shall remit payment within thirty (30) days of the receipt and approval of each invoice. Each invoice shall include the following information: 1. Reference to Agreement No. C-5-3583; 2. The time period covered by the invoice; 3. An identification of the execution date of this Agreement; 4. Work Plan budget and cumulative invoice amount; ..EE.pxhi��bitpypC L:1Camm1CLERICAL1WORDPROC\AGREE\AG53583_25d�El%I> 27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT C 5. Hours worked per person in the invoiced period; 6. Burdened Rate per person invoiced; 7. Indirect cost recovery rate applied to the total cost of CITY direct labor; 8. Current invoice payment amount due; 9. Signed and approved timesheets; 10. Description of work performed adequate to correlate hours shown and work performed; 11. Consultant invoices for the invoice period with the same information as required above, and 12. Any other information requested by the AUTHORITY to reasonably substantiate the validity of an invoice. 5.4 CONSULTANT PAYMENT VERIFICATION The CITY shall provide the AUTHORITY verification of all consultant payments made by the CITY associated with CITY support within thirty (30) days of the consultant payment date. 6.0 NOT USED 7.0 FEES 7.1 PERMIT FEES The AUTHORITY, and/or its Construction Contractor(s), shall not be charged for the CITY's fixed -cost permit issuance fees for building and street work permits deemed necessary for the Project. 7.2 DEVELOPMENT IMPACT FEES The AUTHORITY shall pay for CITY adopted and third party development impact fees such as water and sewer connections, among others, which are related to site improvements for individual stations, maintenance facilities and other similar structures supporting the Project. 22 Exhibit ,Cy,� L:\Camm\CLERICAL\WORDPROG�AGREE\AG 53583 cor9cPAW6.0A.Zl.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D REQUIRED FEDERAL CLAUSES FOR THIRD PARTY AGREEMENTS The following provisions apply to all purchases regardless of its value: ARTICLE 1. FEDERAL CHANGES CONSULTANT shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between the AUTHORITY and FTA, as they may be amended or promulgated from time to time during this Agreement. CONSULTANT's failure to comply shall constitute a material breach of contract. ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES AUTHORITY and CONSULTANT acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the AUTHORITY, CONSULTANT, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from the underlying Agreement. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED T ACTS A. CONSULTANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by signing this Agreement, CONSULTANT certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement of the FTA assisted project for which this Agreement's work is being performed. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties of the Program Fraud Civil Remedies Act of 1986 on CONSULTANT to the extent the Federal Government deems appropriate. B. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under an agreement connected with a project that is financed in whole or part with Federal assistance awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) at seq. on CONSULTANT, to the extent the Federal Government deems appropriate. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 4. CIVIL RIGHTS ASSURANCE During the performance of this Agreement, CONSULTANT, for itself, its assignees and successors in interest agree as follows: �Euxhiibiitt D L:\Camm\CLERICALIWORDPROCWGREE�AG53583_25 Vr4A7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D A. Compliance with Regulations: CONSULTANT shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by CONSULTANT of CONSULTANT's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. -Where any _,information -required -of-a CONSULTANT is -in -the exclusive possessionofanotherwho fails or refuses to furnish this information CONSULTANT shall so certify to the AUTHORITY as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of CONSULTANT's noncompliance with nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement sanctions as it may determine to be appropriate, including, but not limited to: 1. Withholding of payments to CONSULTANT under the Agreement until CONSULTANT complies; and/or 2. Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Title VI of the Civil Rights Act. In determining the types of property or services to acquire, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity receiving Federal financial assistance in violation of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d et seq. and DOT regulations, "Nondiscrimination in Federally Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In addition, FTA Circular 4702.1, "Title VI and Title VI -Dependent Guidelines for FTA Recipients," 05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations. G. The Americans with Disabilities Act of 1990 as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in all programs, 2255Er�xhibit D L\Camm\CLERICAL\WORDPROC\AGREEWG53583 corrected16 .docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation. H. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (A) through (H) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. CONSULTANT shall take such action with respect to any subcontractor procurement as the AUTHORITY may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONSULTANT may request the AUTHORITY to enter into such litigation to protect the interests of the AUTHORITY, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 5. DBE Participation It is the Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26 and the Orange County Transportation Authority's (Authority's) DBE program developed pursuant to these regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as prime consultant subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55 that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid and fully adheres to DBE crediting provisions. If the Consultant has committed to utilize DBE(s) in the performance of this DOT -assisted contract, the Consultant's submitted "DBE Participation Commitment Form" will be utilized to monitor Consultant's DBE commitments, unless otherwise directed and/or approved by the Authority prior to the Consultant effectuating any changes to its DBE participation commitment(s) (Refer to Subsection H: "Performance of DBE Subconsu/tants'). Consultant must complete and submit all required DBE documentation to effectively capture all DBE utilization on the Authority's DOT -assisted contracts whether achieved race neutrally or race consciously. Even if a Consultant has not committed to utilize DBE(s) in the performance of this contract, the Consultant must execute and submit all required DBE forms and other related documentation as specified under this contract or as otherwise requested by the Authority. No changes to the Consultant's DBE Commitment must be made until proper protocols for review and approval of the Authority are rendered in writing. To ensure full compliance with the requirements of 49 CFR, Part 26 and the Authority's DBE Program, the Consultant must: C. ,E,px��hiiibit D L:\Camm\CLERICAL\WORDPROCSAGREEW,G53583_2rs A,027.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D A. Take appropriate actions to ensure that it will continue to meet the DBE Commitment at the minimal level committed to at award or will satisfy the good faith efforts to meet the DBE Commitment, when change orders or other contract modifications alter the dollar amount of the contract or the distribution of work. The Consultant must apply and report its DBE goal commitments against the total Contract Value, including any contract change orders and/or amendments. DBE Policy and Applicability In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), the Authority has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs". The project is subject to these stipulated regulations and the Authority's DBE program. In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the Authority encourages the participation of DBEs as defined in 49 CFR, Part 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these Regulations, it is also the policy of the Authority to: Fulfill the spirit and intent of the Federal DBE Program regulations published under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to participate in all of Authority's DOT -assisted contracting opportunities. Ensure that DBEs can fairly _compete for and perform on all DOT -assisted contracts and _ subcontracts. Ensure non-discrimination in the award and administration of Authority's DOT -assisted contracts. Create a level playing field on which DBEs can compete fairly for DOT -assisted contracts. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to participate as DBEs. Help remove barriers to the participation of DBEs in DOT -assisted contracts. Assist in the development of firms that can compete successfully in the marketplace outside the DBE Program. Consultant must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subconsultant. Any terms used in this section that are defined in 49 CFR, Part 26, or elsewhere in the Regulations, must have the meaning set forth in the Regulations. In the event of any conflicts or inconsistencies between the Regulations and the Authority's DBE Program with respect to DOT -assisted contracts, the Regulations must prevail. Exhibit 1/D. L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583 co29ie,1itQ3427.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D III. Authority's DBE Policy Implementation Directives Pursuant to the provisions associated with federal regulation 49 CFR, Part 26, the Disadvantaged Business Enterprise (DBE) program exists to ensure participation, equitable competition, and assistance to participants in the USDOT DBE program. Accordingly, based on the Authority's analysis of its past utilization data, coupled with its examination of similar Agencies' Disparity Study and recent Goal Methodology findings the Authority has implemented the reinstatement of the DBE program utilizing both race -conscious and race -neutral means across the board as all protected groups participation have been affected using strictly race neutral means on its FTA -assisted contracts. The Authority reinstates the use of contract goals and good faith efforts. Meeting the contract -specific goal by committing to utilize DBEs or documenting a bona fide good faith effort to do so, is a condition of award. Additionally, contract -specific goals are now specifically targeted at DBEs (DBEs owned and controlled by Black Americans, Hispanic Americans, Asian -Pacific Americans, Native Americans, Asian -Pacific Americans, Sub -Continent Asian Americans, and Women). In the event of a substitution, a DBE must be substituted with another DBE or documented adequate good faith efforts to do so must be made, in orderto meet the contract goal and DBE contract requirements. I. Definitions The following definitions apply to the terms used in these provisions: 1. "Disadvantaged Business Enterprise (DBE)" means a small business concern: _(a).which is at least 51 percent owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly -owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. 2. "Small Business Concern" means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto, except that a small business concern must not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $19.57 million over the previous three fiscal years. 3. "Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who are Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, or Asian -Indian Americans, women and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be socially and economically disadvantaged: A. "Black Americans," which includes persons having origins in any of the Black racial groups of Africa; B. "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban, Central �r� Exhibit D LACamm\CLERICAL\WORCPROC\AGREE\AG53583_�sec0" 7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D or South American, or other Spanish or Portuguese culture or origin, regardless of race; C. "Native Americans," which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; D. "Asian -Pacific Americans," which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific, and the Northern Marianas; E. "Asian -Indian Americans," which includes persons whose origins are from India, Pakistan, and Bangladesh; and F. Women, regardless of ethnicity or race. 4. "Owned and Controlled" means a business: (a) which is at least 51 percent owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a publicly - owned business, at least 51 percent of the stock of which is owned by one or more "Socially and Economically Disadvantaged Individuals'; and (b) whose management and daily business operations are controlled by one or more such individuals. 5. "Manufacturer" means a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the Consultant. 6. --"Regular Dealer" means a firmthatowns,-operates-or-maintains a- store, -warehouse, or other -- establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. The firm must engage in, as its principal business, and in its own name, the purchase and sale of the product in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock if it owns or operates distribution equipment. 7. "Fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and that attempts to participate in a DOT -assisted program as a DBE on the basis of false, fraudulent, or deceitful statements or representations or under circumstances indicating a serious lack of business integrity or honesty. The Authority may take enforcement action under 49 CFR, Part 31, Program Fraud and Civil Remedies, against any participant in the DBE program whose conduct is subject to such action under 49 CFR, Part 31. The Authority may refer the case to the Department of Justice, for prosecution under 18 U.S.C. 1001 or other applicable provisions of law, any person who makes a false or fraudulent statement in connection with participation of a DBE in any DOT -assisted program or otherwise violates applicable Federal statutes. 8. "Other Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who, on a case-by-case basis, are determined by Small Business Administration or a recognized California Unified Certification Program Certifying Agency to meet the social and economic disadvantage criteria described below. F COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D A. "Social Disadvantage" 1. The individual's social disadvantage must stem from his/her color, national origin, gender, physical handicap, long-term residence in an environment isolated from the mainstream of American society, or other similar cause beyond the individual's control. 2. The individual must demonstrate that he/she has personally suffered social disadvantage. 3. The individual's social disadvantage must be rooted in treatment, which he/she has experienced in American society, not in other countries. 4. The individual's social disadvantage must be chronic, longstanding and substantial, not fleeting or insignificant. 5. The individual's social disadvantage must have negatively affected his/her entry into and/or advancement in the business world. 6. A determination of social disadvantage must be made before proceeding to make a determination of economic disadvantage. B. "Economic Disadvantage" 1. The individual's ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities, as compared to others in the same line of business and competitive market area that are not socially disadvantaged. 2. The following criteria will be considered when determining the degree of diminished credit and capital opportunities of a person claiming social and economic disadvantage: With respect to the individual: • availability of financing bonding capability • availability of outside equity capital • available markets With respect to the individual and the business concern: • personal and business assets personal and business net worth • personal and business income and profits IV. Submission of DBE Information and Ongoing Reporting Requirements (Post -Award) If there is a DBE goal on the contract, Consultant must complete and submit the following DBE exhibits (forms) consistent with Consultant DBE Goal Commitment within the specified timelines. Even if no DBE participation will be reported, the Consultant must execute and return the form: 1. "Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification " (Form 103) The purpose of this form is to ensure Consultant DBE commitments are attained, properly reported and credited in accordance with DBE crediting provisions based on the capacity the DBE performs the scope of work/service. This form further serves to collect DBE utilization data required under 49 CFR, Part 26. Exhibit D Page 7 L:\Camm\CLERICAL\WORDPROMGREEWG53583 c 9JSG-7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D The Consultant is required to complete and submit a Form 103 to the Authority by the 10th of each month until completion of the contract. The Consultant must submit its first Form 103 following the first month of contract activity. Upon completion of the contract, the Consultant must complete and submit a "Final: Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification" (Form 103) to facilitate reporting and capturing actual DBE attainments at conclusion of the contract. The Form 103 must include the following information: A. General Contract Information — Including Contract Number and Name, Prime Consultant and the following: 1. Original Contract Amount 2. Running Total of Change Order Amount 3. Current Contract Amount 4. Amount Paid to Consultant during Month 5. Amount Paid to Consultant from Inception to Date 6. DBE Contract Goal 7. Total Dollar Amount of DBE Commitment 8. DBE Commitment as Percentage of Current Contract Amount B. Listed and/Proposed Consultant/Subconsultant Information — For All DBE participation being claimed either Race Neutrally or Race Consciously, _ regardless of tier:_ 1. DBE Firm Name, Address, Phone Number, DBE Type of Operation, Certification Type and Certification Number. 2. DBE Firm Contract Value Information: Original contract amount, running total of change order amount, Current contract amount, Amount paid to Consultant during month and Amount paid to Consultant to date. 2. Consultant Assurance of Full Compliance with Prompt Payment Provisions Consultant to sign the prompt payment assurance statement of compliance contained within the Form 103. Consultant is to further maintain and submit at the request of Authority a detailed running tally of related invoices submitted by DBE(s) and Non DBE(s), including dates of invoice submission, dates accepted and corresponding dates and amount of payments made. The Payment and Retention Reporting tally must also include: DBE(s) and Non DBE(s) Invoice Number, Invoice Amount, Invoice Date, Prime Consultant's Invoice Number that incorporated the corresponding DBE and Non DBE invoice(s) for billing purposes, Date of Invoice submission to Authority, Date and amount Authority paid on Prime Consultant's Invoice. The report must also reflect a breakout of retention withheld (including retention as specified in subcontract agreement(s) and disputed invoice retention) and retention payments made, check number and date paid to DBE and Non DBE. 2255Exhibit D L:\Camm\CLERICALNWORDPROCAGREEAG53583—correct7e 01 7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D Consultant is advised not to report the participation of DBE(s) toward the Consultant's DBE attainment until the amount being claimed has been paid to the DBE. Verification of payments and/or a signed Verification of Payment by the applicable DBE or Non DBE must be submitted with Form 103 to authenticate reported payments. 3. DBE Subcontract Agreements The Consultant must submit to the Authority copies of executed subcontracts and/or purchase orders (PO) for all DBE firms participating on the contract within ten (10) working days of award. The Consultant must immediately notify the Authority in writing of any problems it may have in obtaining the subcontract agreements from listed DBE firms within the specified time. 4. "Monthly DBE Trucking Verification" Form Prior to the 10th of each month, the Consultant must submit documentation on the "Monthly DBE Trucking Verification" Form to the Authority showing the amount paid to DBE trucking companies. The Consultant must also obtain and submit documentation to the Authority showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contactor may count only the fee or commission the DBE receives as a result of the lease arrangement. The Consultant must also obtain and submit documentation to the Authority showing the truck number, owner's name, California Highway Patrol CA number, and if applicable, the DBE certification number of the owner of the truck for all trucks used during that month. 5. "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" Upon completion of the contract, a summary of these records must be prepared on the: "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" and certified correct by the Consultant or the Consultant's authorized representative, and must be furnished to the Engineer. The form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted. "Disadvantaged Business Enterprises (DBE) Certification Status Change" If a DBE Sub is decertified during the life of the project, the decertified Subconsultant must notify the Consultant in writing with the date of decertification. If a Subconsultant becomes a certified DBE during the life of the project, the Subconsultant must notify the Consultant in writing with the date of certification (Attach DBE certification/Decertification letter). The Consultant must furnish the written documentation to the AUTHORITY. Exhibit D L:\Camm\CLERICAL\wORDPROC�AGREE\AG53583_ r �r�++ppL4�709/rt.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D Upon completion of the contract, the "Disadvantaged Business Enterprises (DBE) Certification Status Change" must be signed and certified correct by the Consultant indicating the DBEs' existing certification status. If there are no changes, please indicate "No Changes". The certified form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. V. DBE Eligibility and Commercially Useful Function Standards A DBE must be certified at the time of Proposal submission: A certified DBE must be a small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and relevant regulations promulgated pursuant thereto. 2. A DBE may participate as a Prime Consultant, Subconsultant, joint venture partner with a Prime or Subconsultant, vendor of material or supplies, or as a trucking company. 3. A DBE joint venture partner must be responsible for specific contract items of work, or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. 4. At time of proposal submission, DBEs must be certified by the California Unified Certification Program (CUCP). Listings of DBEs certified by the CUCP are available from the following sources: A. The CUCP web site, which can be accessed at http://www.californiaucp.com; or the Caltrans "Civil Rights" web site at http://www.dot.ca.gov/hq/bep. 5. A DBE must perform a commercially useful function in accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function. V1. DBE Crediting Provisions 1. When a DBE is proposed to participate in the contract, either as a Prime Consultant or Subconsultant, at any tier, only the value of the work proposed to be performed by the DBE with its own forces may be counted towards DBE participation. If the Consultant is a DBE joint venture participant, only the DBE proportionate interest in the joint venture must be counted. 2. If a DBE intends to subcontract part of the work of its subcontract to a lower -tier Subconsultant, the value of the subcontracted work may be counted toward DBE participation only if the Subconsultant is a certified DBE and actually performs the work Exhibit D 25E4$ L:\Camm\CLERICAL\WORDPROC�AGREE�AG53583 corrected 2016.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D with their own forces. Services subcontracted to a Non -DBE firm may not be credited toward the Prime Consultant's DBE attainment. 3. Consultant is to calculate and credit participation by eligible DBE vendors of equipment, materials, and suppliers toward DBE attainment, as follows: A. Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a regular dealer; or B. One hundred percent (100%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a DBE manufacturer. 4. The following types of fees or commissions paid to DBE Subconsultants, Brokers, and Packagers may be credited toward the prime Consultant's DBE attainment, provided that the fee or commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work, including: A. Fees and commissions charged for providing bona fide professional or technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required in the performance of the Contract; B. Fees charged for delivery of material and supplies (excluding the cost of materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of, or a regular dealer in, the material and supplies; C. Fees and commissions charged for providing any insurance specifically required in performance of the Contract 5. Consultant may count the participation of DBE trucking companies toward DBE attainment, as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract. B. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the contract. C. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm, including an owner - operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. E. The DBE may also lease trucks from a non -DBE firm, including an owner - operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE. F. For purposes of this paragraph, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the Exhibit D LAC amm%CLERICA L\WORDPROMAGRMAG53583_26 *7.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 6. If the Consultant listed a non -certified 1$I tier Subconsultant to perform work on this contract, and the non -certified Subconsultant subcontracts a part of its work or purchases materials and/or supplies from a lower tier DBE certified Subconsultant or Vendor, the value of work performed by the lower tier DBE firm's own forces can be counted toward DBE participation on the contract. If a DBE Consultant performs the installation of purchased materials and supplies they are eligible for full credit of the cost of the materials. VII. Performance of DBE Subconsultants DBEs must perform work or supply materials as listed in the "DBE Participation Commitment Form" specified under "DBE Proposal Submission Requirements" of these special provisions. Do not terminate a DBE listed Subconsultant for convenience and perform the work with your own forces or obtain materials from other sources without prior written authorization from the AUTHORITY. The AUTHORITY grants authorization to use other forces or sources of materials for requests that show any of the following justifications (written approval from the AUTHORITY must be -obtained -prior -to effectuating -a-substitution): 1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project. 2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements. 3. Work requires a Consultants' license and listed DBE does not have a valid license under Consultants License Law. 4. Listed DBE fails or refuses to perform the work or furnish the listed materials. 5. Listed DBE's work is unsatisfactory and not in compliance with the contract. 6. Listed DBE delays or disrupts the progress of the work. 7. Listed DBE becomes bankrupt or insolvent. If a listed DBE Subconsultant is terminated, you must make good faith efforts to find another DBE Subconsultant to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet the DBE goal. The substitute DBE must be certified as a DBE at the time of request for substitution. The AUTHORITY does not pay for work or material unless it is performed or supplied by the listed DBE, unless the DBE is terminated in accordance with this section. 55Exhibit D 22 L:\Camm\CLERICAL\WORDPROCWGREEWG53583 correcFe 7447.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D Vlll. Additional DBE Subconsultants In the event Consultant identifies additional DBE Subconsultants or suppliers not previously identified by Consultant for DBE participation underthe contract, Consultant must notify the Authority by submitting "Request for Additional DBE Firm" to enable Consultant to capture all DBE participation. Consultant must also submit, for each DBE identified after contract execution, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract agreement can serve in lieu of the written confirmation). IX. DBE "Frauds" and "Fronts" Only legitimate DBEs are eligible to participate as DBEs in the Authority's federally - assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The use of "fronts" and "pass through" subcontracts to non -disadvantaged firms constitute criminal violations. Further, any indication of fraud, waste, abuse or mismanagement of Federal funds should be immediately reported to the Office of Inspector General, U.S. Department of Transportation at the toll-free hotline: (800) 424-9071; or to the following: 245 Murray Drive, Building 410, Washington, DC 20223; Telephone: (202) 406-570. X. Consultant's Assurance Clause Regarding Non -Discrimination In compliance with State and Federal anti -discrimination laws, the Consultant must affirm that they will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, the Consultant must affirm that they will consider, and utilize Subconsultants and vendors, in manner consistent with non-discrimination objectives. XI. Prompt Pavment Clause Upon receipt of payment by Authority, Consultant agrees to promptly pay each Subconsultant for the satisfactory work performed under this Agreement, no later than seven (7) calendar days. Consultant agrees further to return retainage payments to each Subconsultant within thirty (30) calendar days after the Subconsultant's work is satisfactorily completed. Authority reserves the right to request the appropriate documentation from Consultant showing payment has been made to the Subconsultants. Any delay or postponement of payment from the above referenced time frames may occur only for good cause following written approval by Authority. In accordance with 49 CFR part 26.29 "Prompt Payment Provisions" (DBE Final Rule) the Authority will elect to utilize the following method to comply with the prompt payment of retainage requirement: Hold retainage from the Consultant and provide for prompt and regular incremental acceptances of portions of the Consultant, pay retainage to prime Consultants based on these acceptances, and require a contract clause obligating the Consultant to pay all retainage owed to the Subconsultants for satisfactory completion of the accepted work within thirty (30) days after payment to the Consultant. Exhibit D COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D Failure to comply with this provision or delay in payment without prior written approval from Authority will constitute noncompliance, which may result in appropriate administrative sanctions, including, but not limited to a withhold of two (2%) percent of the invoice amount due per month for every month that payment is not made. These prompt payment provisions must be incorporated in all subcontract agreements issued by Consultant under this Agreement. Each subcontract must require the Subconsultant to make payments to sub-Subconsultants and suppliers in a similar manner. Al. Administrative Remedies and Enforcement Consultant must fully comply with the DBE contract requirements, including the Authority's DBE Program and Title 49 CFR, Part 26 "Participation of Disadvantaged Businesses in Department of Transportation Financial Assistance Programs" and ensure that all Subconsultants regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material breach of contract, wherein the Authority will impose all available administrative sanctions including payment withholdings, necessary to effectuate full compliance. In instances of identified non-compliance, a Cure Notice will be issued to the Consultant identifying the DBE non-compliance matter(s) and specifying the required course of action for remedy. The Consultant must be given ten (10) working days from the date of the Cure Notice to remedy or to (1) File a written appeal accompanied with supporting documentation and/or (2) Request a hearing with the Authority to reconsider the Authority's DBE determination. Failure to respond within the ten (10) working day period must constitute a waiver of the Consultant's right to appeal. If the Consultant files an appeal, the Authority, -must issue -a- written -determination and/or set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A final Determination will be issued within ten (10) working days after the hearing, as applicable. If, after review of the Consultant's appeal, the Authority decides to uphold the decision to impose DBE administrative remedies on the Consultant, the written determination must state the specific remedy(s) to be imposed. Failure to comply with the Cure Notice and/or to remedy the identified DBE non-compliance matter(s) is a material breach of contract and is subject to administrative remedies, including, withholding at minimum of two (2%) percent of the invoice amount due per month for every month that the identified non-compliance matter(s) is not remedied. Upon satisfactory compliance the Authority will release all withholdings. In addition to administrative remedies defined in this section, the Authority is not precluded from invoking other contractual and/or legal remedies available under federal, state or local laws. ARTICLE 6. ACCESS TO RECORDS AND REPORTS CONSULTANT shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the Comptroller General of the United States, or other agents of AUTHORITY, such access to CONSULTANT's accounting books, records, payroll documents and facilities of CONSULTANTwhich are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. CONSULTANT shall maintain such books, records; data and documents in accordance with generally accepted accounting Exhibit D L\Camm\CLERICAL\WORDPROC\AGREE\AG53583 corzec22 ted 4T .docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D principles and shall clearly identify and make such items readily accessible to such parties during CONSULTANT's performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY. AUTHORITY's right to audit books and records directly related to this Agreement shall also extend to all first-tier subcontractors identified in this Agreement. CONSULTANT shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. ARTICLE 7. INCORPORATION OF FTA TERMS All contractual provisions required by Department of Transportation (DOT), whether or not expressly set forth in this document, as set forth in Federal Transit Administration (FTA) Circular 4220.117, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in violation of the FTA terms and conditions. ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS CONSULTANT shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy Conservation Act. ARTICLE 9. FLY AMERICA REQUIREMENTS CONSULTANT agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub -recipient of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. CONSULTANT shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. CONSULTANT agrees to include the requirements of this section in all subcontracts that may involve international air transportation. ARTICLE 10. TRANSPORTATION OF EQUIPMENT MATERIALS OR COMMODITIES BY OCEAN VESSEL A. CONSULTANT shall utilize privately owned United States -flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for United States -flag commercial vessels. B. CONSULTANT shall furnish within twenty (20) working days following the date of loading for shipments originating within the United States, or within thirty (30) working days following Exhibit D Page 15 L:\Camm\CLERICAL\W ORDP ROC`AG R EE�AG53581-2se,O 5827. docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D the date of loading for shipping originating outside the United States, a legible copy of a rated, "on- board" commercial ocean bill -of lading in English for each shipment of cargo described in paragraph 0 of this Article to AUTHORITY (through CONSULTANT in the case of subcontractor bills -of -lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590, marked with appropriate identification of the project. ARTICLE 11. PROHIBITED INTERESTS A. CONSULTANT covenants that, for the term of this Agreement, no director, member, officer or employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. B. No member of or delegate to, the Congress of the United States shall have any interest, direct or indirect, in this Agreement or to the benefits thereof. ARTICLE 12. ALCOHOL AND DRUG POLICY A. CONSULTANT agrees to establish and implement an alcohol and drug program that complies with 41 U.S.0 sections 701-707, (the Drug Free Workplace Act of 1988),which is attached to this Agreement as Exhibit B, and produce any documentation necessary to establish its compliance with sections 701-707. B. Failure to comply with this Article may result in nonpayment or termination of this Agreement. ARTICLE 13. PRIVACY ACT CONSULTANT shall comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things, CONSULTANT agrees to obtain the express consent of the Federal Government before CONSULTANT or its employees operate a system of records on behalf of the Federal Government. CONSULTANT understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. ARTICLE 14. CONFLICT OF INTEREST CONSULTANT agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, CONSULTANT is unable, or potentially unable to render impartial assistance or advice to the Authority; CONSULTANT's objectivity in performing the work identified in the Scope of Work is or might be otherwise impaired; or CONSULTANT has an unfair competitive advantage. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. All disclosures must be submitted in writing to AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the entire term of this Agreement. Exhibit D 256@6g L:\Camm\CLERICAL\WORDPROCAGREEWG53583_corrected 2015.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D ARTICLE 15. CODE OF CONDUCT CONSULTANT agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third Party contracts which is hereby referenced and by this reference is incorporated herein. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 16. PROTEST PROCEDURES The Authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the Contract Administrator/Buyer responsible for this procurement. Any protest filed by CONSULTANT in connection with this solicitation must be submitted in accordance with the Authority's written procedures. The following additional provisions apply to all purchases over $10,000 ARTICLE 17. TERMINATION A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole or part, by giving CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay CONSULTANT its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice shall be given to CONSULTANT in accordance with the provisions of the FAR referenced above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable provisions of the FAR pertaining to termination for convenience. B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within ten (10) calendar days afterwritten notice thereof by AUTHORITY. CONSULTANT shall be liable for any and all reasonable costs incurred by AUTHORITY as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by CONSULTANT under this Agreement. Such termination shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR. ARTICLE 18. RECYCLED PRODUCTS CONSULTANT shall comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in subpart B of 40 CFR Part 247. CONSULTANT agrees to include this requirement in all of its subcontracts. The following additional provisions apply to all purchases over $25,000 Exhibit D L:\Camm\CLERICAL\W ORDPROCWGREEVAG53583_2r6tg;t6.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D ARTICLE 19. DEBARMENT & SUSPENSION: CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER -TIER PARTICIPANTS Unless otherwise permitted by law, any person or firm that is debarred, suspended, or voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1, dated April 28, 1989, may not take part in any federally funded transaction, either as a participant or a principal, during the period of debarment, suspension, or voluntary exclusion. Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction with such debarred, suspended, or voluntarily excluded persons or firms during such period. A certification process has been established by 49 CFR Part 29, as a means to'ensure that debarred suspended or voluntarily excluded persons or firms do not participate in Federally assisted projects. The inability to provide the required certification will not necessarily result in denial of participation in a covered transaction. A person orfirm that is unable to provide a positive certification as required by this solicitation must submit a complete explanation attached to the certification. FTA will consider the certification and any accompanying explanation in determining whether or not to provide assistance for the project. Failure to furnish a certification or an explanation may disqualify that person or firm from participating in the project. The following additional provisions apply to all -purchases -over $100,000: -- -- ARTICLE 20. DISPUTES A. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a copythereofto CONSULTANT. The decision of the Director, CAMM, shall be final and conclusive. B. The provisions of this Article shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Article, CONSULTANT shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. C. Pending final decision of a dispute hereunder, CONSULTANT shall proceed diligently with the performance of this Agreement and in accordance with the decision of AUTHORITY's Director, CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed Exhibit D 25641 L:\Camm\CLERICAL\WORDPROCWGREEWAG53583_corrected 2016.04.27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D as making final the decision of any AUTHORITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the state of California. ARTICLE 21. CLEAN WATER REQUIREMENTS CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CONSULTANT shall report each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in turn, report each violation as required to assure notification to FTA and appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 22. CLEAN AIR CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CONSULTANT shall report each violation to AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 23. LOBBYING CONSULTANT's who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to the above that it will not or has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. ARTICLE 24. BUY AMERICA A. CONSULTANT is directed to the "Buy America' requirements of the Surface Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this Project shall occur in the United States; with the exception that pig iron and processed, pellitized and reduced iron ore manufactured outside of the United States may be used in domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements. B. A Certificate of Compliance, conforming to the provisions of this Article shall be furnished for steel and iron materials. The certificates, in addition to certifying that the materials comply with the specifications, shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the exceptions listed herein. L:\Camm\CLERICAL\WORDPROC\AG REE\AG53583_cz5Ur2016r27.docx COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT D C. The requirements imposed by law and regulations do not prevent a minimal use of foreign steel and iron materials of the total combined cost of the materials used does not exceed one- tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. CONSULTANT shall furnish the AUTHORITY acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials in the work. 2 Exhibit D L:\Carom\CLERICAL\WORDPROC�AGREE1AG53583 coged16. Rdom COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT E CITY SUPPORT WORK PLAN OC Streetcar 2018 Total Cost Hourly Rata vel Burdon %on Prated Total Hours mralatslraponS C.,danala¢n 12 Months (11112016 - 12/3112016) Conslruclaon MSF BTPSS Silo Plnn Slalian and Urban Public Pro ad MeeBngs Package Rnviews Los, P.A1.T,ullon Outreach Review Bl.w¢nky dvdlintion Pssuasi.fl capalion dattdpolaonin cmcolings, Permit Submittal oslollnvrs: mce CTA, ilh mocAm"w/ 30O.2016w Reiww(MF51 (3L Man Cancepl OCTA, doslonen. 0%2016) Review Packages community agreamenl fi0%Reviver $its Plan Rs,A. Iholwilladdrdas anottfin,1. and meetings, and (Nov. 2016) (TPSS) slops,TPSS,OC3, coardinalian o0ermonlinpn, ala anoann,s. 26 W,flnoo Publlc Werks Dimclor 5511900 521625 City Work Plan 240 240 CI Re resenlaGve Prond 5133.976 Design Phase 32.7% 680 fiW Admialslralive Stall 112912016 507.64 5,8% 120 120 Ciy En ander 52).2]0 $186.76 7.0% 145 4 Months 40 (813111 5 - 1213 11 5) 10 29 pend al Civil En ineer M4 314 $195.70 B.S% AdminlslralaonR Conslmdicn MSFR Plan Wban Publie 10 24 Tmlrra Revl¢wer 542.057 5165.58 Caordlnation Froled N.1e11nB'+ PaekvOe asinon¢nd Rtvi.,Ie ReNews Design Parlicipalion Outreach 20 CMI Raw.at $37.421 0105.58 e.9% Rax 24 102 20 Crohn, Reviewer 5274498 weeky 4.1% 168 24 02 00 0 ¢rations Reviewer nflaolloBi cco 5175.35 13.4% Podlclpalion in 24 244 40 10 eellnBs,sofla's. 519.571 $122.32 mCTaOCT with 100 24 66 00 ansainpsW WalerlSew¢r Reviewer MDo7SatoPlan A 7.6% 159 24 134 datipus, WA WA RWNl (WS) commua 5195.70 12.9% 266 24 249 a9reomonl meetings, and 55.071 $122.32 Hourly 40 8 meetings, and 40 ,adrtinallon Me B Pod SafelyRevanwel 2015T.W Roto wt '/.°n Tata) atherme¢lin9s. 16 anowings. Position Cost Burden Pr°jst Hours 90 Pubt. Works Director 512,915 521625 0J% 60 60 128 120 Ci Re resent¢liva(Pr000l) 531.312 5195.]0 23,1% 160 160 3,0°6 80 00 gtlminlstmllve SlvO 53506 537.84 5.8% 40 40 Ci En fneor 55.977 5106.78 1.5% 32 Permit Ra0ew MSF-Plannln 24 1.3% a Pmolpal Civil Engineer 59,394 5195,70 1.5% 48 24 16 6 Tanflo Reviewer 531974 5105.50 0.4% 24 B Fi.Building56.$69 Penni)Revl¢w MSF -Fire 16 $155.16 CMI Rovfdwer 53.974 5165.50 0.4% 24 15 15 0 16 52,703 Drama °Reviewer $3.974 5165.58 0.4% 24 0 16 Silo Plan RaNaw TPSS- Plannln O rattans Reviewer 51A03 51]5.36 0.4% 8 2 8 Landsea ort va¢wor S979 S122.32 1 0.4% 8 8 6 5 WnlorlSower Rovaewor 53.9]4 5185.50 049A 24 7 a 2 18 5 ConsWclablll Reviewer SUES S105.70 0.4% 8 O.tA 8 2 SlationlUrban oast,Reviewor so 5122.32 0.0% 0 3062 1040 566 Bike R Pon Snf,v Revi¢w¢r 50 5105.50 0.0% 0 P.M. Outreach Lead $5.080 5459.01 1.5% 32 32 Gil,rAttarnay 510.107 5210.56 1.9% 40 40 8 ROW Su atls0 5210.56 0.0% 0 9uildin RPlannln Oe artm on' Silo PaReviow MSF-Plnnnin S4,965 5155.16 0.0% 32 32 Sita Plan Review MSF-Bualdin $3.103 5155,10 0.0% 20 20 Site Plan ReSaw MSF - Fire _"_" 'SA6' 5155:16" '" 0.0°6 - 3" 5 " SIIe Plan Ra,eaw MSF - PD one 515516 0.098 5 5 2015 Toral $107,823 602 260 144 0 150 0 48 Position 2018 Total Cost Hourly Rata vel Burdon %on Prated Total Hours mralatslraponS C.,danala¢n 12 Months (11112016 - 12/3112016) Conslruclaon MSF BTPSS Silo Plnn Slalian and Urban Public Pro ad MeeBngs Package Rnviews Los, P.A1.T,ullon Outreach Review Bl.w¢nky dvdlintion Pssuasi.fl capalion dattdpolaonin cmcolings, Permit Submittal oslollnvrs: mce CTA, ilh mocAm"w/ 30O.2016w Reiww(MF51 (3L Man Cancepl OCTA, doslonen. 0%2016) Review Packages community agreamenl fi0%Reviver $its Plan Rs,A. Iholwilladdrdas anottfin,1. and meetings, and (Nov. 2016) (TPSS) slops,TPSS,OC3, coardinalian o0ermonlinpn, ala anoann,s. 26 W,flnoo Publlc Werks Dimclor 5511900 521625 11.5% 1 240 240 CI Re resenlaGve Prond 5133.976 5195.70 32.7% 680 fiW Admialslralive Stall 520,51, 507.64 5,8% 120 120 Ciy En ander 52).2]0 $186.76 7.0% 145 22 40 10 29 pend al Civil En ineer M4 314 $195.70 B.S% 200 72 00 20 10 24 Tmlrra Revl¢wer 542.057 5165.58 11.3°6 254 24 210 20 CMI Raw.at $37.421 0105.58 e.9% 226 24 102 20 Crohn, Reviewer 5274498 $165.58 4.1% 168 24 02 00 0 ¢rations Reviewer $55.7" 5175.35 13.4% 318 24 244 40 10 Landsco oRaviewor 519.571 $122.32 3.11% 100 24 66 00 WalerlSew¢r Reviewer 525,102 5185.58 7.6% 159 24 134 C°nslntctnblil Reviewer 352,448 5195.70 12.9% 266 24 249 Slallonlu nDesign Roylower 55.071 $122.32 2.3% 40 8 40 Me B Pod SafelyRevanwel 53,914 5165.50 4.2% 24 8 16 Public Outreach Land $15365 $159.01 4.5% 90 96 Ci Allvme S26.952 5210.56 5.8% 128 120 8 ROW Support 516,045 5210.58 3,0°6 80 00 Svlltlln B Plannln Dv artm an! Permit Ra0ew MSF-Plannln 56.962 1.3% 45 8 R 20 Permit R.N. MSF - $155.16 0.4% 0 00 Fi.Building56.$69 Penni)Revl¢w MSF -Fire $3,583 $155.16 0.4% 23 23 6 15 15 Permll Re view MSF -PO 52,703 $155.16 0.1% 19 0 10 Silo Plan RaNaw TPSS- Plannln 54.500 $155.16 5155.16 3.1% 2 Site Plan flevinw TPSS- Suildin 51.086 5155,18 0.19+ 7 7 2 6 5 Slle Pion Roviaw TPSS - Fire 51.080 5155.16 0.1% 7 2 5 SIIe Plan Review TPSS - PD 51.008 5155.16 O.tA 7 2 5 2"16 Total 5077,300 3062 1040 566 1250 752 g0 144 Exhibit E 5 � L:\Camm\CLERICAL\WORDPROCWGREE\AG53583_correcte 01 .0 .27.l COOPERATIVE AGREEMENT NO. C-5-3583 EXHIBIT E Exhibit E 2565 L:\Camm\CLERICAL\WORDPROCVAGREE\AG53583-carfected 2016.04.27.docx 7 Months 111!2018 - 613112018) 12 Months 1/1/2017 - 12131!2017) Pdminislretion& Construction MSFBTPSSShe Plan SNIIon.nd Urban Public "Inisimti.n4 canstrudlan M13FBTPSSSiIOPIen Slvlion.od Urban Public Coordination Project Manage Package R.vtews Design Padicipalion Oul... ch Coerdlnatlon Project MaotlnOs Package R.Wowe Design Pvdlole.ic. Outreaoh el weekly Amey eo.ttllantion Padicipalion in 64vmoky meetings. meellnOs an meolingswl aoordlong., Pad1.1p010n In designers, - WA WA _-141A - - admmbnil, hmalin0s, 90%ROW.. ma.Ua;with meetings, and meeting. wl (Jun. 2017) Permll Submillel OCTA. % on Tehl other m.otings. al POsltlan designers, Ready to Old WA Rovlow(TP55) communiy 20Manama Public Wmks Director 530.275 I 5215.25 1 11.5% agreement Rovlew(Oct. m.olings, and $60.495 S195.70 28.9% 350 35D meetings, and 2017) $87.64 co.rdlordmi 70 2017 Taal % on Tehl $186.78 met me oltn. 55 42 m.olin05. Position Cost Rate Preled Hours 42 26 as Traffic Redewm $2,318 S165.5B Public Walks Director $51.900 5216.25 11.5/ 240 240 5165.58 0.7% 14 14 City R ... seentativo(Project) $133.076 $195.70 323% 880 600 14 Operations S2.4ns Administrative shor 510,517 $87.64 5.0% 120 120 51.712 $122.32 0.7% 14 CI En ineer $25.402 SIR6.78 6.5% 136 0.7% 72 40 24 Pdnai al CMI Eagan... S36,40 5195.70 8.5% 186 72 80 10 24 Tmlfac RoOlwer 531,491 5165.58 8.8% 192 $165.$8 24 150 t0 CMI Reviewer 531,460 5185.58 8.7% 190 24 156 10 5210.56 Duch.. Reviewm 513.412 $1135.58 SAY. 81 So 24 47 10 Oerallons R.viewer 556617 5175.36 15.6% 324 24 300 Permit Review TPSS- Plannin 50 Landsea .Reviewer $9.786 5122.32 318% 50 Permit Rrod wTPSS-Buiidin 24 56 0.0'/. 0 W.ar)Say.r R.WOwor 522,353 S185SB 6.0% 135 0.0% 24 101 10 Permll Review TPSS-PD Consiruclabli Rcvi.wer 583.407 5195.70 15.6% 324 24 300 Salton Urbon Cesl aReviower 50 5122.32 0,0% 0 NOTES Eike B Ped Sale Reviewer $3.074 5165.58 1.2% 24 1 8 16 separate work plan and scope, Addaona1 Work iv wo,k Nal cannel be defaced at this Than and Includes, but not limited lo. Right of Way Public Oulmach Lead $15.265 5159.01 4.6% 96 2. Sillablo roles Ota based .I No latest Cosl Nloc.h.n Plan W CRYAlt.on.y 518,845 $210.55 3.8% 80 80 ROW Su ad $18.845 5210.56 3.5% 80 80 Building 6 Planning Oa .amen Pormii RmA.v TPSS-Plmmin $2327 5155.16 0.0% 15 15 Pelmtl R.Wew TPSS-Bellgin 511.172 5155.16 0.0% 72 72 Portal Raview TPSS-Fir. 52.327 5155.16 0.0% 15 15 Permit ROWew TPSS-PO $1.852 5155.16 0.0% 12 12 2017T.ta1 $556,938 3082 1040 480 1254 154 0 144 Exhibit E 2565 L:\Camm\CLERICAL\WORDPROCVAGREE\AG53583-carfected 2016.04.27.docx 7 Months 111!2018 - 613112018) Pdminislretion& Construction MSFBTPSSShe Plan SNIIon.nd Urban Public Coordination Project Manage Package R.vtews Design Padicipalion Oul... ch R.A. el weekly eo.ttllantion Padicipalion in meetings. meellnOs an meolingswl OCTA designers, - WA WA _-141A - - admmbnil, .Ornament meetings, and meetings, and ecanft.lion 2018 Total % on Tehl other m.otings. al POsltlan Cost Rate project Hours 20Manama Public Wmks Director 530.275 I 5215.25 1 11.5% 140 140 Clay Re msenlogve (Pe.1.0 $60.495 S195.70 28.9% 350 35D AdminalmBve Staff $6.135 $87.64 5.8% 70 70 Ci En ineer 510.460 $186.78 2.7% 55 42 14 Principal Civil Engineer S10.959 $195.70 2.7% 55 42 14 Traffic Redewm $2,318 S165.5B 0.7% 14 14 Civil Reviewer 62.318 5165.58 0.7% 14 14 Droina .R.vivwer 52,318 5185,58 0.7% 14 14 Operations S2.4ns 517545 0.7% 14 14 Lvntlsca.. Review.t 51.712 $122.32 0.7% 14 14 WaterlSevver Reviewer S2,31B 5165.58 0.7% 14 14 Consemotabat, Reviewer 52]40 3105.70 0.7% 14 14 St.IIoNUrbon nation Revic,mr 50 5122.32 0.0°% 0 Dike B Ped Safety Reviaw SO $165.$8 0.0% 0 Public Outreach Lead 38.905 $159.01 2.7% 56 56 Cil All... 1 5210.56 0.0% 0 ROWSu od So 5210.55 1 0.0% 1 0 Building 4 Plemang De artment Permit Review TPSS- Plannin 50 5155,10 0.0% 0 Permit Rrod wTPSS-Buiidin 50 5155.16 0.0'/. 0 Permit Review TPS$ -Fite s0 5155.16 0.0% 0 Permll Review TPSS-PD 50 $155.16 0.0% 0 2018 Ter.) $151,408 626 %a 162 0 0 0 84 Toot City Design Phase Casts 51.493.469 NOTES L feldilivnal Work, as darned by the Agam meal, will be addressed with. separate work plan and scope, Addaona1 Work iv wo,k Nal cannel be defaced at this Than and Includes, but not limited lo. Right of Way condemnation and Environmental Updates, 2. Sillablo roles Ota based .I No latest Cosl Nloc.h.n Plan Ier each classification and splutter! using a 2080 hours productive rale. 3. Positions na mtomnced In . Cost Nlocallon Plan have b.em Pmroled based on a similar Cast Mocatton Plan p.sldons. Tho actual role wouitl be bnsetl on the autliletl Cosl Nlocali.n Plan. Exhibit E 2565 L:\Camm\CLERICAL\WORDPROCVAGREE\AG53583-carfected 2016.04.27.docx I N¢OQ� I M¢ 4 L O I I m I * I LO NNN = W G �a'SOiO i C Q O H � I Z 1 I yJ i I u I OLc� .¢JVl(/1 I N �}ONN -O 1 Z 1 4lN 0 H I vl Ni01� mMM C I O I~ -I io � � L� D- w �L��L O N L D 1Q CYI {J�H �E l o wo I w L xl U I d I � I 1 � I a 1 to \ i I -k A L o I I L I � I � I I I 1 O'6 I 1 DOLL I I • •d0 3Pu]M rl I M I O I O O � O 1 O L() O H I } I Z �•• >� N 1-1 1 I I � I IJ,ip I NW I d]\ I v} C ohm a-1 m li K� 1Jo • • i ON z^ .o OOl I Q � ++oo m 4 L O o I UWNOdHMON 3 o I NNN = W G �a'SOiO i C Q O rrl I yJ i I u I OLc� .¢JVl(/1 I N �}ONN -O C 0 z vl Ni01� mMM C C NNHrI OJN I N L � � L� D- w �L��L I 3O � Q w H O o I UWNOdHMON ¢ o I NNN = W � �a'SOiO i C U O d I yJ i I u I OLc� .¢JVl(/1 I N I iHl mu C 0 z vl Ni01� mMM C C NNHrI OJN I N L � UL I Ll�hry. 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I E N N vOiol}it}i.�no r-IQOI I I UQ I NQ I I NM 1 I � I I N 1 I I 1 Ln 1 I I I I I ; 1 I I 1 1 I i I I 1 I I I i i I I I I I I 1 I I I I 1 I I 1 I 1 I 1 I I 1 I ; I I I ; I I I I I I 1 I I I I -x I -K I � I I Z 1 I I H 1 I d 1 I I W 1 I I 1 1 I I I Z I I I I-I I N Id � 1 I I L(j Z I 1 U C OJ I d' I t0 O 0i-I d t N I I 1 L L I � v t I (nr-i N I Z\ r6 }O C i Jrl V W W � JO •rd W W � L I v � I L C L I N O U �N } O '-1 I QQ Imo' L I I Z r0 I I} I I Hl0 L I I mrY I � I I I I¢-lO E I O\ t0 I Jo i rO I I 1 VImO I L I I 1 O 1 Qm 1 Q wm 25E-67 25E-68 1 2 3 4 5 1:11 7 8 9 10 12 13 14 15 16 17 fE:7 19 20 21 22 23 24 25 26 AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-5-3583 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE DESIGN PHASE OF THE OC STREETCAR PROJECT THIS AMENDMENT NO. 1 is effective this day of , 2017, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public entity of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Santa Ana, a charter city and a municipal corporation (hereinafter referred to as "CITY"), each individually known as "Party" and collectively referred to as "Parties". WITNESSETH: WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C-5-3583, dated August 1, 2015 (the "Agreement'), for support of the design phase of the OC Streetcar; and WHEREAS, the Parties agree that the AUTHORITY will provide the necessary funds to acquire the specified properties necessary for construction and operation of OC Streetcar; and WHEREAS, pursuant to the terms set forth in Exhibit C, "Financial Obligations", Additional City Support, Sections 5.1.3 and 5.2.2, the AUTHORITY requested and the CITY agreed to amend Exhibit B, "Project Scope" for additional right-of-way support services for the acquisition of specified properties for construction and operation of the OC Streetcar; and WHEREAS, the Parties agree that the CITY will act as the lead agency and provide support services required to acquire the specified properties; and F1 Exhibit 2 25fi4aical\wordproc\agree\amend\am 153583rvl .docx AMENDMENT NO. 1 TO AGREEMENT NO. C-5-3583 1 WHEREAS, pursuant to the terms set forth in Exhibit C, "Financial Obligations", Additional City 2 Support, Sections 5.1.3 and 5.2.2, the Parties have agreed to perform the work upon re -allocation of 3 existing budgeted funds; and 4 WHEREAS, the Parties agree the estimated cost for this Additional City Support is Three 5 Hundred Ninety -One Thousand Two Hundred Seventy -One Dollars ($391,271.00), with no change to 6 the AUTHORITY's maximum cumulative payment obligation as set forth in Article 7 of the Agreement; 7 and 8 WHEREAS, the Parties agree that the CITY is subject to periodic cost reviews for this work as 9 provided in Exhibit C, "Financial Obligations', Section 5.2.3; and 10 WHEREAS, the CITY has agreed to track and submit invoicing for the right-of-way support 11 services in accordance with Exhibit C, "Financial Obligations"; and 12 WHEREAS, the CITY's City Council approved this Amendment No. 1 on 13 2017. 14 NOW, THEREFORE, it is mutually understood and agreed upon by the AUTHORITY and CITY 15 that the Agreement is hereby amended in the following particulars only: 16 1. Amend Exhibit B, "Project Scope" to incorporate Exhibit B, "Project Scope, 17 Amendment No. 1", which is attached hereto and by this reference, made part of the Agreement. 18 2. Delete Exhibit E, "City Support Work Plan" and replace in its entirety with Exhibit E, 19 "City Support Work Plan, Amendment No. 1 ", which is attached hereto and by this reference, made part 20 of the Agreement. 21 / 22 / 23 / 24 / 25 / 26 / Pa e2of3 25E- 0 1 2 3 4 5 6 7 8 9' 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 9 25 26 AMENDMENT NO.1 TO AGREEMENT NO, C-5-3583 The balance of said Agreement remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-5-3583 to be executed on the date first above written. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY By: Gerardo Mouet Acting City Manager lel:J:jYe]%1f Fallrl9107 11tiA By:OrL v IS is Carvalho Ci y Attorney ATTEST: Bv: Maria D. Huizar City Clerk Dated: By: Meena Katakia Manager, Capital Projects 2rJCg f f3 AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-5-3583 PROJECT SCOPE EXHIBIT B Project Scope — Additional Support Services for Right of Way Acquisition In order to secure the necessary Right of Way Certification for delivery of the Project, it may become necessary to initiate eminent domain proceedings, defend inverse condemnation actions, and provide for the retention of consultants or expert witnesses. The CITY hereby agrees to be the lead agency for all eminent domain proceedings and activities pertaining to Assessor Parcel Numbers 007-100-04, 007-100-05 and 007-110-17 and their respective owners and occupants,' including hearing and adopting Resolutions of Necessity, filing Complaints in Eminent Domain and obtaining Orders for Prejudgment Possession. In an effort to maintain a consensus on Project costs, the CITY agrees to inform AUTHORITY of any proposal made by property owners or business owners to reach a legal settlement. The CITY will invite AUTHORITY staff to any mediation or legal settlement conference in all litigated matters. The CITY and AUTHORITY will meet and seek to reach consensus on the negotiated purchase price of real property and payment for loss of business goodwill amount over the approved legal expert fair market value appraisals, prior to the CITY's agreement to settlement(s) or prior to entering into stipulated judgments(s). As part of reaching consensus, the CITY will share with AUTHORITY decision makers all appraisals, deposition transcripts and documents pertinent to the analysis of just compensation. These documents are confidential and will only be circulated among AUTHORITY staff and legal counsel for the purpose of reaching a consensus on just compensation and loss of business goodwill. As specified in Exhibit C, "Financial Obligations", this work shall be tracked separately and segregated as an independent task within the City Support Work Plan and invoiced accordingly. ' Assessor Parcel Numbers 007-100-04 and -05 are currently owned by Federico Valdivia, Successor Trustee of the Valdivia Family Trust and occupied by a single business, SA Recycling LLC. Assessor Parcel Number 007-110-17 is currently owned by Salvador Navarro and is comprised of several residential structures. 25E-72 25E-73 Q L L O c ° 0 0 'Q c rn 69 69 c 2 m U ° u (OD f00 a N N �C O W d C O ^ � V � U U 5 � pp EF1 ate+ ao 609 Ef01 fp C M � O c v c o O L N V VJ U C Q C Vi L W N a c S 25E-73 25E-74 OC STREETCAR EXPENDITURE PLAN FUND Public Works Department ACCOUNTING UNIT 03217664 ACCOUNT 66220 FY 2015-16 $158,812 FY2016-17 $529,524 FY 2017-18 $168,910 Design Consultant 03217664 66220 $0 $231,415 $7,000 Right of Way Consultant 03217664 66220 $0 $114,049 $0 Right of Way Consultant 03217663 66220 0 $277,222 City Attorney 1 03217663 66220 $6,537 $0 $0 FY TOTAL: $ 165,349 $ 1,152,210 $ 175,910 DESIGN PHASE TOTAL: $ 1,493,469.00 Exhibit 3 25E-75 25E-76 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: COOPERATIVE AGREEMENT WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR THE CONSTRUCTION OF THE OC STREETCAR PROJECT (PROJECT 17-6766) (NON -GENERAL FUND) {STRATEGIC PLAN NOS. 3, 2 , 46; 6, 1G} CtTYMANAGER o �. CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2"a Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a cooperative agreement with the Orange County Transportation Authority, whereby the City will be reimbursed up to $1,500,000 for staff labor to provide construction inspection and support for the OC Streetcar Project, for the term beginning with construction until one year past the beginning of revenue service, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On July 7, 2015, a Memorandum of Understanding (MOU) was approved by City Council with the Orange County Transportation Authority (OCTA) for implementation of the OC Streetcar Project (Project). The MOU outlines the general roles and responsibilities for the development, implementation, operations, and maintenance phases of the Project between the City of Santa Ana and OCTA. The MOU was subsequently approved by the OCTA Board of Directors on July 13, 2015. On March 15, 2016, a Design Cooperative Agreement with OCTA was approved by City Council for design of the OC Streetcar Project. On February 7, 2017, a Use of City Right of Way Agreement was approved by City Council to allow the OC Streetcar to operate in Santa Ana's public right of way. Consistent with the MOU approved by Council, staff has been negotiating the specific terms and conditions for the construction phase of the Project with OCTA. Consensus has been reached with OCTA on the specific terms and conditions of the draft cooperative agreement. A summary of the key provisions of the draft cooperative agreement is as follows: 25F-1 OC Streetcar Construction Cooperative Agreement April 4, 2017 Page 2 • The term of the cooperative agreement is from the beginning of construction until one year past the beginning of revenue service. • OCTA shall lead the construction of the Project. • The Project shall be constructed consistent with the plans and specifications developed during the design phase. • The cooperative agreement outlines key construction coordination activities, including: o Project Management o Schedule o Reporting o Records Management o Construction Coordination o Business Access o Street Closures/Traffic Control o Water Service Shutdowns o Public Notification o Construction Access o Construction Inspection o Project Submittals o Construction Acceptance o Permits o Safety o Testing and Startup o Coordination with Other City Projects o Public Involvement • The City will provide construction inspection support services and project submittal reviews on City -owned facilities, such as sidewalks, roadways, and traffic signals, as well as project coordination with OCTA staff. • The City's participation ensures City inspection of City infrastructure, input on Project elements through meetings and design reviews, and overall collaboration. • Consistent with OCTA's practice on major capital projects, OCTA agrees to compensate the City for its participation on the Project. • A detailed work plan has been developed and serves as the budget estimate for City support reimbursement. • The cost of the City's participation in the Project will be covered as a Project cost following federal guidelines. • The amount is a maximum obligation; the specific amount reimbursed to the City will be based upon the level of City participation. • The City shall only use indirect cost recovery rates that are compliant with federal regulations and approved by a cognizant agency that is able to audit overhead rates to meet federal guidelines. The City is required to submit monthly invoices to OCTA for review, which shall include signed timesheets and a summary of work performed during the month. • The City is responsible for all betterment costs requested by the City. A betterment is an element added to the Project by the City that is not needed for the Project. 25F-2 OC Streetcar Construction Cooperative Agreement April 4, 2017 Page 3 • Staff will return to the Council for approval of any additional required agreements with OCTA, including an operations and maintenance agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet the following Strategic Plan Goals: 1. Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). 2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). 3. Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans; e.g., transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds will be available in the FY 2017/18, FY 2018/19, and FY 2019/20 expenditure accounts and reimbursed by OCTA as identified in the attached expenditure plan (Exhibit 2) and as follows: FISCAL YEAR Account AMOUNT FY 2017/18 03217664 $ 400,000 FY 2018/19 03217664 $ 700,000 FY 2019/20 03217664 $ 400,000 TOTAL $1,500,000 25F-3 OC Streetcar Construction Cooperative Agreement April 4, 2017 Page 4 F ed Mousavipour Executive Director Public Works Agency FM/EWG/JG APPROVED AS TO FUNDS & ACCOUNTS: `�nw��h ���1:� Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Construction Cooperative Agreement 2. Expenditure Plan 25F-4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1516 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE CONSTRUCTION PHASE OF THE OC STREETCAR PROJECT THIS COOPERATIVE AGREEMENT ("Agreement"), is effective this day of , 2017, by and between the Orange County Transportation Authority, a public entity of the State of California (herein referred to as "AUTHORITY") and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the laws of the State of California (hereinafter referred to as "CITY"), each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, the OC Streetcar Project ("Project") refers to the implementation of the OC Streetcar as illustrated in Exhibit A and as specifically described in this Agreement; and WHEREAS, the Santa Ana/Garden Grove Streetcar Locally Preferred Alternative was identified by the CITY's City Council at its public meeting on August 5, 2014; and WHEREAS, on August 11, 2014, the AUTHORITY's Board of Directors approved the AUTHORITY to construct the Project and be the implementing agency on all remaining phases of the OC Streetcar System, including operation and maintenance; and WHEREAS, the CITY's City Council considered and certified the Revised Environmental Assessment (REA)/Final Environmental Impact Report (EIR) at its public meeting on January 20, 2015; and Page 1 of 15 I:\camm\clerical\wordproc\agree\ag61516.docx EXHIBIT 1 25F-5 COOPERATIVE AGREEMENT NO. C-6-1516 1 WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding on 2 August 31, 2015 for this Project (MOU); and 3 WHEREAS, the AUTHORITY and the CITY entered into a Design Agreement on May 9, 2016 4 for the design phase of this Project; and 5 WHEREAS, the AUTHORITY and the CITY entered into the City Right of Way Agreement on 6 March 17, 2017 whereby CITY granted AUTHORITY the right to construct the OC Streetcar Project 7 and operate and maintain the OC Streetcar System within CITY Right of Way; and 8 WHEREAS, the AUTHORITY is a grantee of a Federal Transit Administration (FTA) grant and 9 in cooperation with the FTA and the CITY, is proposing to design, construct, operate and maintain the 10 OC Streetcar; and 11 WHEREAS, this Agreement defines the roles, responsibilities, commitments and obligations, 12 for the AUTHORITY and the CITY as they relate to the construction of the Project including financial 13 obligations; and 14 WHEREAS it is the intent of the AUTHORITY and the CITY that the CITY shall be acting at all 15 times in respect to the Project as a Vendor as that term is used for federal funding requirements 16 purposes; and 17 WHEREAS, the OC Streetcar Project becomes the "OC Streetcar System" upon the initiation 18 of revenue service; and 19 WHEREAS, the Parties intend to enter into an agreement, prior to Revenue Service, to 20 establish each Party's roles and responsibilities as they relate to the operations and maintenance of 21 the OC Streetcar System; and 22 WHEREAS, the award of the Project to a Construction Contractor is subject to receipt of 23 federal, state, and/or local funds adequate to carry out the provisions of the Project; and 24 WHEREAS, the AUTHORITY's Board of Directors authorized this Agreement on 25 March 27, 2017; and 26 / Page 2 of 15 I:\cam m\clerical\wo rd proc\agree\ag61516. docx 25F-6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1516 WHEREAS, the CITY's City Council approved this Agreement on NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the CITY as follows: ARTICLE 1. "Betterment" means any work or items that are requested by the CITY or a third party that go beyond what is needed for the basic functioning of the Project. Betterments must i) not be prohibited by a governing state or federal standard ii) not adversely impact the operation of the Project and iii) not unreasonably delay or interfere with the Project schedule. Notwithstanding the foregoing, none of the following shall be considered Betterments: (a) A change in scope to which the Parties mutually agree, is necessary for the construction, operation or maintenance of the Project; (b) A requirement of applicable law; (c) A requirement of applicable CITY standards, in effect at the execution of the Design Agreement,; (d) Any measures to mitigate environmental or other impacts of the Project arising from the construction or operation or maintenance of the Project, including measures identified in the Project's EIR or any required supplemental or addenda environmental report once cleared. "CEQK means California Environmental Quality Act. "City Bike Lane Project" means the CITY's implementation of new bike lane facilities, including design and construction, within CITY streets and within the construction limits of the Project. The Bike Lane Project is not using Project funds. "City Right of Way Agreement" means the agreement established between the Parties establishing the AUTHORITY's right to use the CITY's right of way for the OC Streetcar. "Construction Contractor" means the firms(s) procured by the AUTHORITY to construct the Project or portions of the Project. Page 3 of 15 I:\cam m\clerical\wordproc\agree\ag61516.docx 25F-7 COOPERATIVE AGREEMENT NO. C-6-1516 1 "Day" or "Days" means calendar days unless a different meaning clearly appears from the 2 context. 3 "Design Agreement" means Cooperative Agreement No. C-5-3583 between AUTHORITY and 4 CITY for the design phase of the OC Streetcar Project, dated May 9, 2016, which sets forth the terms 5 and conditions to which the OC Streetcar Project will be designed. 6 "Design Consultant" means the firm(s) procured by the AUTHORITY to perform preliminary 7 and/or final design services to produce the Plans and Specifications. 8 "Effective Date" means the date this Agreement is executed by the Parties. 9 "FEIR" means the Revised Environmental Assessment (REA)/Final Environmental Impact 10 Report certified by the CITY's City Council on January 20, 2015. 11 "Mitigation Monitoring and Reporting Program" means the program for the implementation of, 12 the mitigation measures adopted for the Project in the Revised Environmental Assessment 13 (REA)/Final Environmental Impact Report (FEIR) approved by the CITY's City Council on January 20, 14 2015. 15 "OC Streetcar System" means the OC Streetcar passenger transportation system to be owned, 16 operated, and maintained by the AUTHORITY, including all tracks, stations, streetcar vehicles, 17 conduits, electrical lines, traction power poles, traction power substations, cross -span wires, streetcar 18 signal equipment, maintenance facilities and other functionally related and appurtenant equipment 19 and facilities. 20 "Operations and Maintenance Agreement" means the cooperative agreement between the 21 AUTHORITY and the CITY establishing the roles and responsibilities with respect to the operations 22 and maintenance of the OC Streetcar. 23 "PE ROW" means the property owned by the AUTHORITY intended to be used for the OC 24 Streetcar between Raitt Street and Harbor Boulevard. 25 / 26 / Page 4 of 15 hcam mWeri carwo rdproc\agree\ag61516.docx 25F-8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1516 "Plans and Specifications" means the Project plans, specifications, and special provisions prepared by the Design Consultant and/or the AUTHORITY providing the information necessary to construct the Project. "Proiect Submittals" means all drawings, product data, test data, specifications, design submittals, schedules, cost estimates, erection drawings or similar documents which are produced by or on behalf of the AUTHORITY during the construction of the Project, and which relate to the requirements in the Plans and Specifications or otherwise affect the interests of the CITY under this Agreement. "Ready to Bid" is a design package level of completeness indicating the design is complete, the CITY's comments have been addressed, all drawings and specifications have been affixed with a seal as required, and the title sheet has been signed by both the AUTHORITY and the CITY. "Revenue Service" means the streetcar is operational and providing service to the public as intended. "Site Plan Review" is the process by which the CITY reviews project development submittals and identifies the requirements and conditions of approval for a development project. "Work Plan" is the CITY's staffing budget for the responsibilities identified in this Agreement and as provided for in Exhibit E. ARTICLE 2. COMPLETE AGREEMENT A. This Agreement (which includes the above Recitals and those attachments incorporated herein by reference), the Design Agreement, City Right of Way Agreement Construction Agreement, and Operations and Maintenance Agreement executed or intended to be executed by the Parties that are incorporated herein by reference, constitute the entire terms and conditions for the subject matter addressed in this Agreement between the AUTHORITY and the CITY. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other terms or conditions of this Agreement. To the extent there is any conflict as between this Agreement and Page 5 of 15 I Acam m\clerical\word proc\agree\ag61516. docx 25F-9 COOPERATIVE AGREEMENT NO. C-6-1516 1 other agreements entered into by the Parties that are referenced herein, this Agreement shall control 2 with respect to the subject matter covered herein. 3 B. The AUTHORITY's failure to insist on any instances of the CITY's performance of any 4 terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of the 5 AUTHORITY's right to such performance or to future performance of such terms or conditions, and 6 the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion 7 of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in 8 writing by an authorized representative of the AUTHORITY by way of a written amendment to this 9 Agreement and issued in accordance with the provisions of this Agreement. 10 C. The CITY's failure to insist on any instances of the AUTHORITY's performance of any 11 terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of the 12 CITY's right to such performance or to future performance of such terms or conditions, and the 13 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 14 portion of this Agreement shall not be binding upon the CITY except when specifically confirmed in 15 writing by an authorized representative of the CITY by way of a written amendment to this Agreement 16 and issued in accordance with the provisions of this Agreement. 17 ARTICLE 3. SCOPE OF AGREEMENT 18 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 19 construction phase of the Project and subjects addressed herein. Both the AUTHORITY and the CITY 20 shall cooperate and coordinate with the other in all activities covered by this Agreement and other 21 supplemental agreements that may be required to facilitate purposes thereof. 22 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY 23 The AUTHORITY shall carry out the responsibilities for the Project assigned herein to the 24 AUTHORITY as such are further detailed in Exhibit B, entitled "Project Scope" and Exhibit C, entitled 25 "Financial Obligations". 26 / Page 6 of 15 hcamm\de rica I\word p roc\agree\ag61516. d ocx 25F-10 COOPERATIVE AGREEMENT NO. C-6-1516 1 ARTICLE 5. RESPONSIBILITIES OF THE CITY 2 The CITY shall carry out the responsibilities for the Project assigned herein to the CITY as 3 such are further detailed in Exhibit B, entitled "Project Scope" and Exhibit C, entitled "Financial 4 Obligations'. 5 ARTICLE 6. DELEGATED AUTHORITY 6 The actions required to be taken by the CITY in the implementation of this Agreement are 7 delegated to its City Manager, or designee. The actions required to be taken by the AUTHORITY in 8 the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer or 9 designee. 10 ARTICLE 7. MAXIMUM OBLIGATION 11 Notwithstanding any provisions of this Agreement to the contrary, the AUTHORITY and the 12 CITY mutually agree that the AUTHORITY's maximum cumulative payment obligation under this 13 Agreement shall be One Million Five Hundred Thousand Dollars ($1,500,000), unless agreed to and 14 amended in writing by both Parties. 15 ARTICLE 8. AUDIT AND INSPECTION 16 The AUTHORITY and the CITY shall maintain a complete set of records in accordance with 17 generally accepted accounting principles for a period of time from when the record is first generated 18 until four (4) years after Project completion or until any on-going audit is completed. Upon reasonable 19 notice, the CITY shall permit the authorized representatives of the AUTHORITY to inspect and audit 20 all work, materials, payroll, books, accounts, and other data and records of the CITY. The 21 AUTHORITY may conduct an audit of such records at any time during the period in which the records 22 are required to be maintained. The AUTHORITY shall have the right to reproduce any such books, 23 records, and accounts. The above provision with respect to maintenance of records and audits shall 24 be included in all CITY contracted work which is paid for with Project funds. 25 / 26 / Page 7 of 15 I:\cam m\clerical\wo rd p roc\agree\ag6l516.dccx 25F-11 COOPERATIVE AGREEMENT NO. C-6-1516 1 ARTICLE 9. INDEMNIFICATION 2 A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost 3 and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and 4 hold harmless the AUTHORITY, its officers, directors, employees, and agents from and against any 5 and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, 6 settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney 7 fees, including but not limited to claims arising from injuries to or death of persons (the CITY's 8 employees included), for damage to property, including property owned by the AUTHORITY, or from 9 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 10 acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in 11 connection with or arising out of the performance of this Agreement. 12 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the 13 AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), 14 indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from 15 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 16 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 17 attorney fees, including but not limited to claims arising from injuries to or death of persons (the 18 AUTHORITY's employees included), for damage to property, including property owned by the CITY, 19 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the 20 negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, employees 21 or agents in connection with or arising out of the performance of this Agreement. 22 C. The indemnification and defense obligations of this Agreement shall survive its 23 expiration or termination. 24 ARTICLE 10. INSURANCE 25 A. AUTHORITY shall require its Construction Contractor to maintain general liability and 26 automotive liability insurance coverages with minimum liability limits of no less than $2 Million per Page 8 of 15 I Acam m\dericahwo rdproc\a g ree\ag61516.docx 25F-12 COOPERATIVE AGREEMENT NO. C-6-1516 1 occurrence, and $5 Million in aggregate throughout Project construction covering all Project work 2 performed under contract with the AUTHORITY. The Parties shall require all contractors retained to 3 construct or inspect any portion of the Project, exclusive of Construction Contractor's subcontractors, 4 to maintain general liability and automotive liability insurance coverages with minimum liability limits 5 of no less than $1 Million per occurrence, and $2 Million in aggregate throughout Project construction 6 unless otherwise agreed to by the Parties. The AUTHORITY shall require the Construction Contractor 7 to maintain contractor's pollution liability insurance (CPL) with a total liability of no less than $5 Million, 8 per occurrence and $10 Million in the aggregate. The CPL shall include coverage for cleanup costs, 9 third -party bodily injury and property damage resulting from pollution conditions caused by contracting 10 operations. The CPL shall also provide coverage for transportation and off-site disposal of materials, 11 if any. All contractors shall carry Workers' Compensation as required by law. Each insurer shall be 12 licensed to do business in California with an A.M. Best rating level of A -Class VII or better, unless 13 otherwise agreed to by the Parties. 14 B. All policies of insurance required herein, other than Workers' Compensation insurance, 15 shall name the CITY and AUTHORITY and their respective officers, agents and employees as 16 additional insureds. An endorsement to that effect or a copy of the policy adding such additional 17 insureds shall be required prior to the contractor commencing any Project construction. All such 18 policies shall waive any right of subrogation as against the additional insureds and shall provide that 19 no policy shall be suspended, cancelled or reduced except after a minimum of 15 days prior written 20 notice has been provided to CITY and AUTHORITY. 21 ARTICLE 11. ADDITIONAL PROVISIONS 22 A. Term of Agreement: This Agreement shall be in full force and effect from the Effective 23 Date until one year past the first day of Revenue Service, unless earlier terminated as provided herein. 24 The indemnification and defense obligations shall survive the termination of this Agreement. 25 B. Termination: In the event either Party materially defaults in the performance of their 26 obligations under this Agreement or breaches any of the provisions of this Agreement, the non - Page 9 of 15 L\cam m\cle rica I\wo rdproc\agree\ag61516. docx 25F-13 COOPERATIVE AGREEMENT NO. C-6-1516 1 defaulting Party shall have the option to terminate this Agreement upon thirty (30) days prior written 2 notice to the other Party. However, prior to any such termination, the non -defaulting Party shall have 3 provided the defaulting Party written notice of the alleged default or breach, specifying the nature of 4 the default and the cure. In the absence of a default that poses an immediate health and safety risk, 5 the notice shall provide at least fifteen (15) days to cure such default or if the default cannot be cured 6 in such time, a reasonable amount of time to cure the default, but in no event longer than forty-five 7 (45) days unless the Parties agree otherwise. 8 C. Termination for Convenience: This Agreement may not be terminated by either Party 9 except as specifically provided in this Agreement. 10 D. Termination for Lack of Funding: The AUTHORITY may, in its absolute discretion, 11 terminate this Agreement in the event sufficient funding is not available to construct the Project. 12 E. Compliance: The AUTHORITY and the CITY shall comply with all controlling federal, 13 state, and local laws, statues, ordinances and regulations of any governmental authority having 14 jurisdiction over the Project. 15 F. Legal Authority: The AUTHORITY and the CITY represent that the persons executing 16 this Agreement are authorized to execute this Agreement on behalf of their respective Parties and 17 that, by so executing this Agreement each Party shall be formally bound to the provisions of this 18 Agreement. 19 G. Severability: If any term, provision, covenant or condition of this Agreement is held to 20 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 21 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 22 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 23 H. Counterparts of Agreement: This Agreement may be executed and delivered in any 24 number of counterparts, each of which, when executed and delivered shall be deemed an original and 25 all of which together shall constitute the same agreement. Facsimile or emailed PDF documents with 26 signatures will be permitted. Page 10 of 15 I: \cammlclerical\wordproc\agree\ag61 61 6.docx 25F-14 COOPERATIVE AGREEMENT NO. C-6-1516 1 I. Force Majeure: Either Party shall be excused from performing its obligations under this 2 Agreement due to any event beyond the control of the Party to the extent the event materially and 3 adversely affects a Party's ability to perform its obligations under this Agreement and could not have 4 been avoided by reasonable due diligence. Force Majeure events shall include, but not be limited to: 5 (i) discovery of any resources or a change in law which requires a state or federal approval that was 6 not previously required for the Project; (ii) regulatory and technical changes not previously required 7 for the Project; (iii) fire, flood, earthquake, or other natural disaster; (iv) strikes and labor disputes of 8 greater than 30 days; (v) delays caused by permitting agencies that exceed the reasonably anticipated 9 review times; (vi) failure of utilities to relocate in a reasonable time; and (vii) war, terrorist activities, 10 government sanctions, embargos, civil unrest, and material or labor shortages. A Party's performance 11 will only be excused for the length of the delay and any reasonable time thereafter that is necessary 12 to commence performance of a Party's obligations under this Agreement. 13 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 14 or authority hereunder may be assigned in whole or in part by either Party without the prior written 15 consent of the other Party. Any such attempt of assignment shall be deemed void and of no force and 16 effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor 17 the waiver of any right to consent to such subsequent assignment. Notwithstanding the foregoing, 18 AUTHORITY may assign this Agreement to another public entity provided that it provides notice to 19 CITY at least six (6) months prior to the effective date of such assignment. The notice shall include 20 evidence that such public entity is authorized by law to construct and/or operate the Streetcar System 21 and has the financial capability, infrastructure and personnel to meet AUTHORITY's obligations under 22 this Agreement. CITY shall approve such assignment within 45 days of such notice from 23 AUTHORITY, unless CITY reasonably determines that the proposed assignee cannot meet the 24 obligations of this Agreement. AUTHORITY shall provide such additional information as is reasonably 25 required by CITY to make its determination. 26 / Page 11 of 15 I: \cam m\clerical\word p roc\ag ree\ag61516.docx 25F-15 COOPERATIVE AGREEMENT NO. C-6-1516 1 K. Governing Law and Venue: The laws of the State of California and applicable local 2 and federal laws, regulations and guidelines shall govern this Agreement. 3 L. Dispute Resolution: All disputes arising under this Agreement shall be resolved in 4 accordance with the dispute resolution process in this Article. The Parties shall diligently cooperate 5 with each other in an effort to resolve any dispute during the dispute resolution process. If a dispute 6 arises under this Agreement, either Party may file a written request with the other Party to invoke the 7 dispute resolution process. Upon receipt of such a request each Party shall designate a staff 8 representative, which representatives shall meet within 14 days of the date of the written request in 9 an effort to resolve the dispute. If the dispute has not been resolved within 14 days or any extension 10 thereof mutually agreed upon by the Parties, the dispute shall be referred to each Party's Executive 11 Director, who shall meet within 14 days of the referral in an effort to resolve the dispute. If the 12 Executive Directors are unable to resolve the dispute within 14 days or any extension thereof mutually 13 agreed upon by the Parties, then the dispute shall be referred to the AUTHORITY'S Chief Executive 14 Officer and the CITY's City Manager, who shall meet within 14 days of the referral in an effort to 15 resolve the dispute. If the dispute remains unresolved within such 14 days or any extension thereof 16 mutually agreed upon by the Parties, either Party may initiate litigation. 17 M. Litigation fees: Should litigation arise out of this Agreement for the performance 18 thereof, each Party shall be responsible for its own costs and expenses, including attorney's fees. 19 N. Notices: Any notices, requests, or demands made between the Parties pursuant to this 20 Agreement shall be in writing and delivered by certified mail. Phone and e-mail may be used for 21 convenience but are not considered as official notice. Notice information may be changed by either 22 Party at any time upon written notification being received by the other Party of the change in notice 23 information with the information provided below. Notices are to be directed as follows: 24 / 25 / 26 / Page 12 of 15 I Acam m\clerical\wo rdproc\a9ree\ag61516. d ocx 25F-16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1516 To CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92701 To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 ATTENTION: ATTENTION: Jason Gabriel Robert Webb Principal Civil Engineer Senior Contract Administrator Tel: (714) 647-5664 Contracts Administration and Management E -Mail: jgabriel@santa-ana.org Tel: (714) 560-5743 E -Mail: rwebb@octa.net Cc: Cc: Fred Mousavipour James G. Bell Executive Director, Public Works Agency Executive Director, Capital Programs Tel: (714) 647-5654 Tel: (714) 560-5646 E -Mail: fmousavipour@santa-ana.org E -Mail: JBeil@octa.net Cc: City Attorney O. Amendments: This Agreement may be modified or amended only by a written document executed by both the AUTHORITY and the CITY. Such document shall expressly state that it is intended by the Parties to amend specifically identified terms and conditions of this Agreement. P. Compliance with FTA Requirements: The CITY and AUTHORITY shall comply with all Federal Transit Administration (FTA) requirements, including but not limited to, Circular C 5010 1D and Circular 4220.1F as updated from time to time. The CITY shall include Exhibit D, entitled "Required Federal Clauses' in any contract entered into with any third party related to this Project. Page 13 of 15 I:\cam m\cle ncal\wordproc\agree\ag61516.docx 25F-17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1516 Q. Incorporation of Exhibits: This Agreement includes the exhibits listed below, all of which are incorporated herein by this reference and made part hereof as though fully set forth. EXHIBIT A— PROJECT MAP EXHIBIT B — PROJECT SCOPE EXHIBIT C— FINANCIAL OBLIGATIONS EXHIBIT D — REQUIRED FEDERAL CLAUSES EXHIBIT E — CITY SUPPORT WORK PLAN CITY OF SANTA ANA By: Gerardo Mouet Acting City Manager APPROVED AS TO FORM: ORANGE COUNTY TRANSPORTATION AUTHORITY By: Darrell Johnson Chief Executive Officer APPROVED AS TO FORM: By: s A, _ By: _ onia Carvalho• -- ^ James M, Donich City Attorney General Counsel APPROVAL RECOMMENDED: APPROVAL RECOMMENDED: By: By: Fred Mousavipour James G. Bell Executive Director, Public Works Agency Executive Director, Capital Programs Dated : ATTEST: By: Dated : Maria D. Hulzar Clerk of Council 11cammWe r1ca1\wordproc\agree\ag61516.docx Dated : Page 14 of 15 25F-18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 LIST OF EXHIBITS Exhibit A — Project Map Exhibit B — Project Scope Exhibit C — Financial Obligations Exhibit D — Required Federal Clauses Exhibit E — City Support Work Plan COOPERATIVE AGREEMENT NO. C-6-1516 Page 15 of 15 I Acam m\de r1ca1\wordproc\agree\ag61516. d ocx 25F-19 ) § (L 25F-20 am - ,x a. m- \J \{ ®~^ » <\ Will / � lIlJ § \\\ � §- z < 25F-20 am - ,x a. m- \J COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B PROJECT SCOPE 1.0 DEFINITIONS Capitalized terms used herein shall have the same meaning as set forth in Article 1 of this Agreement. 2.0 STATEMENT OF MUTUAL SUPPORT The CITY and the AUTHORITY hereby acknowledge their mutual support of the Project. Each Party agrees to cooperate with the other Party in a manner consistent with the commitments made and obligations assumed in this Agreement. Such cooperation and assistance shall include the dedication and reallocation of personnel, as required and is reasonably feasible, to meet Project goals including budget, schedule, and quality. 3.0 PROJECT MANAGEMENT 3.1 AUTHORITY MANAGEMENT The AUTHORITY shall be responsible for project management. The AUTHORITY is responsible for the overall Project and to ensure that all federal and State requirements are met. The AUTHORITY shall identify a single point of contact (the AUTHORITY Project Manager) for the Project. The AUTHORITY Project Manager will be empowered to make certain decisions on behalf of the AUTHORITY and will manage the AUTHORITY's responsibilities as defined in this Agreement. The AUTHORITY Project Manager or designee will provide the CITY clear and concise direction in situations where conflicting information is received from different AUTHORITY departments. All coordination with the AUTHORITY departments regarding the Project will be through the AUTHORITY Project Manager or designee. 3.2 CITY MANAGEMENT The CITY shall identify a CITY Representative for the Project as a single point of contact for the Project. The CITY Representative will convey all direction provided by the CITY on behalf of the CITY and will manage the CITY's responsibilities as defined in this Agreement. The CITY Representative will provide the AUTHORITY with clear and concise direction in situations where Exhibit B Page 1 25F-21 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B conflicting information is received from different CITY departments. All coordination with CITY departments regarding the Project will be through the CITY Representative, or designee, unless otherwise agreed upon by the CITY and the AUTHORITY. The CITY will make available a dedicated inspector with the technical expertise necessary to quickly respond and address concerns related to the day-to-day field construction oversight. 3.3 SCHEDULE The CITY shall support the AUTHORITY in its efforts to meet Project milestones in order to achieve timely implementation of the Project. The AUTHORITY agrees to provide weekly updates of the two week look ahead schedule to accurately reflect upcoming construction activities. The CITY also agrees to cooperate and assist the AUTHORITY to mitigate adverse schedule conditions that jeopardize on-time Project completion. 3.4 REPORTING The AUTHORITY will produce a monthly progress report providing an update on Project status, budget, schedule and other information agreed upon by the Parties. The AUTHORITY shall provide the CITY access to the monthly progress report electronically. The AUTHORITY agrees to provide the CITY progress and status updates related to the Project in a timely manner. The CITY and AUTHORITY shall have joint access to the document management software used to track and monitor the Project. 3.5 RECORDS MANAGEMENT The Parties shall maintain all Project records for a minimum of four (4) years or as required meeting the intent of Article 8 of this Agreement unless required otherwise to meet federal regulations. 4.0 CONSTRUCTION The AUTHORITY is responsible for the advertisement, award and administration of Project construction and to carry out such efforts with AUTHORITY's staff, consultants and contractors all in accordance with the Plans and Specifications. The Project shall be awarded to the lowest responsive, Exhibit B Page 2 25F-22 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B responsible bidder in accordance with the AUTHORITY's Board of Director's approved procedures for public works projects after a sealed bidding process. 4.1 CONSTRUCTION COORDINATION The AUTHORITY is responsible for providing all direction to the Construction Contractor. Any CITY direction related to AUTHORITY Project construction shall be directed through the AUTHORITY's Project Manager or designee, who will coordinate with the Construction Contractor, supplier, inspector, or designer. The CITY shall approve all construction phasing affecting CITY Right of Way including amendments to the Plans and Specifications. 4.2 BUSINESS ACCESS The AUTHORITY shall coordinate with the CITY and shall reasonably minimize impacts to vehicle and pedestrian access to affected businesses. 4.3 STREET CLOSURES & TRAFFIC CONTROL The CITY recognizes that street closures are necessary for construction of the Project and will be identified to the extent possible in the Plans and Specifications. Regardless, the AUTHORITY is required to submit traffic control plans and possible street closures for CITY approval in advance to all street closures related to the Project. The AUTHORITY shall submit all requests for street closures, regardless of duration, a minimum of 30 days prior to the date of the proposed closure and the CITY shall approve, approve with conditions, or not approve such street closures within twenty-one (21) days of such submittals. Once a closure has been approved, AUTHORITY shall notify the public consistent with CITY traffic control requirements and Project Specifications. The AUTHORITY will be responsible for all traffic signing and striping modifications and additions necessary to provide safe and efficient vehicular and pedestrian movements during the Project. All temporary traffic control shall be in compliance with the Work Area Traffic Control Handbook (latest edition) or the California Manual of Uniform Traffic Control Devices (latest edition) as applicable. Exhibit B Page 3 25F-23 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B The AUTHORITY shall require that the Construction Contractor keep the traffic signal system in operations at all times during construction by providing temporary overhead wiring except for switchover shutdowns as described in the specifications. Additionally, the AUTHORITY shall require the Construction Contractor to comply with CITY approved working hours and shutdown periods. The AUTHORITY and CITY will coordinate to ensure that the appropriate Traffic Engineering staff are in attendance for all traffic related milestones. 4.4 WATER SERVICE SHUTDOWNS All water service shutdowns shall be coordinated with the CITY Representative. CITY shall provide a list of all affected customers. Affected customers shall be notified in writing by the AUTHORITY at least two weeks in advance of all shutdowns and once more forty-eight (48) hours prior to shutdown. Information shall include date, time and duration of shutdown. Turning the water system mains on and off shall be performed by the CITY. Under no circumstances shall the Construction Contractor operate valves, hydrants, and other appurtenant equipment on the existing public water system. 4.5 PUBLIC NOTIFICATION All public notifications will be coordinated with the CITY Representative. The AUTHORITY will make all public notifications required in advance for CITY utility shutdowns, road closures, and other activities related to the AUTHORITY's construction activities as required. 4.6 CONSTRUCTION ACCESS The Plans and Specifications identify limits of construction, other than the CITY's right of way, that will be required to construct the Project including property at the Civic Center parking lot, the vacated section of 4th Street at Sasscer Park, and the Santa Ana Regional Transportation Center. The City shall cooperate with the AUTHORITY to provide access to such CITY property consistent with the requirements provided in the Plans and Specifications; provided that AUTHORITY's use thereof shall not unreasonably interfere with the CITY's use for its purposes. In obtaining such access, AUTHORITY shall be responsible for maintaining such CITY property in at least as good a condition Exhibit B Page 4 25F-24 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B as was provided at the time of access and to repair any damages caused thereby. This access shall be at no charge. 4.7 CONSTRUCTION INSPECTION All CITY and AUTHORITY inspections shall ensure compliance with the Project Plans and Specifications. The AUTHORITY is responsible for the overall Project construction inspection. The CITY shall perform inspections related to CITY facilities, including but not limited to pavement, striping, traffic signals, water, sewer, storm drain, hardscape, street lighting, and landscaping. The CITY will coordinate with the AUTHORITY on any deficiencies observed. The CITY shall perform building inspections on the OC Streetcar Maintenance and Storage Facility and traction power substation structures as required and consistent with the CITY's Planning and Building department procedures. The CITY shall otherwise be permitted to conduct inspection of any Project -related work by AUTHORITY requiring a CITY permit. 4.8 PROJECT SUBMITTALS In advance of construction the AUTHORITY and the CITY shall develop a mutually agreed upon submittal review process. The Parties agree to follow the process developed once the notice to proceed for construction has been issued to the Construction Contractor. If the CITY believes a submittal is materially incomplete and a complete response cannot be provided, written notice must be provided to the AUTHORITY identifying what information is missing and what information is necessary to complete a response. 4.8.1 Shop Drawings Shop drawings will be submitted by the Construction Contractor to the AUTHORITY as required in the Plans and Specifications. Shop drawings generally require review and an acknowledgement of acceptance, rejection, or acceptance with modification. The AUTHORITY shall route all shop drawings related to CITY facilities for CITY approval. Exhibit B Page 5 25F-25 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B 4.8.2 Requests for Information Requests for Information (RFI) are submitted by the Construction Contractor requesting information, clarification, or providing a recommendation for a design modification. The AUTHORITY shall address in writing all RFIs to the extent possible. All RFIs related to CITY facilities shall be routed to the CITY by the AUTHORITY for response approval. 4.8.3 Design Changes During Construction Modifications to the Plans and Specifications shall be reviewed in the weekly construction meeting and those modifications related to facilities within the CITY Right of Way shall be approved by the CITY prior to issuance to the Construction Contractor. 4.9 CONSTRUCTION ACCEPTANCE The AUTHORITY and the CITY shall jointly develop a procedure that allows the AUTHORITY and the CITY to review the progress of the Project, develop lists of items requiring correction, and otherwise determine that the Project is being completed in a satisfactory manner and consistent with the Plans and Specifications. The AUTHORITY shall provide the CITY with as -built drawings of CITY facilities in PDF format. The AUTHORITY shall provide and maintain up-to-date as -built drawings as changes are implemented and complete project as-builts within three (3) months afterthe start of Revenue Service. 4.10 PERMITS The CITY shall issue a Project permit and any riders thereto for the construction of the Project consistent with the Plans and Specifications. The CITY shall be responsible for reviewing and issuing encroachment and other applicable permits to third party utilities for the construction of the Project. The CITY shall issue permits within thirty (30) days contingent no corrections are needed. The AUTHORITY agrees to comply with the requirements for permits issued by the CITY; provided such requirements are typical for similarly situated persons or entities. Exhibit B Page 6 25F-26 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B 4.11 SAFETY The AUTHORITY shall develop construction safety procedures for AUTHORITY and CITY employees conducting inspection or oversight activities on the Project. The CITY agrees to adhere to the construction safety procedures developed for the Project. 4.12 TESTING AND STARTUP The AUTHORITY is responsible for the startup and testing of the constructed facilities. AUTHORITY shall coordinate with the CITY with respect to traffic control, signal adjustments, and other activities associated with activating the OC Streetcar System. 5.0 COORDINATION WITH CITY PROJECTS 5.1 CITY BIKE LANE PROJECT The CITY intends to construct the City Bike Lane Project within the construction limits of the Project during Project construction. The following provisions shall be followed: A. The CITY shall utilize the Project horizontal and vertical control for the City Bike Lane Project. B. The CITY shall utilize the Project track and roadway horizontal alignment in the design of the City Bike Lane project; C. The CITY shall provide the AUTHORITY with the City Bike Lane Project design plans at the 30%, 60%, 90%, and 100% stage of development and provide the AUTHORITY with an opportunity to review and provide comments. The CITY shall provide the AUTHORITY a three (3) week advance notice prior to the release of each design review package. The total review time shall be thirty (30) days for each formal review package submittal. The thirty (30) day period begins when the AUTHORITY receives the submittals. The AUTHORITY shall provide written comments on hard -copy prints, in PDF format, or tabular comments with clear reference to where the comment applies in the review set. Comments must be clear, concise, and legible. Prior to submission to the CITY, the AUTHORITY shall resolve conflicting comments; D. The AUTHORITY shall reserve all comments to only those that may impact the Project or Revenue Service. All comments provided by the AUTHORITY which the CITY does not Exhibit B Page 7 25F-27 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B accept, shall be further discussed and resolved in accordance with this Agreement and if not resolved in a timely manner shall be resolved using the Dispute Resolution process in Article 11 L of this Agreement; and E. The construction phasing of the City Bike Lane Project shall be coordinated with the construction of the Project hardscape elements such as curbs, trackway, platforms, pavements, and ramps. Prior to initiating construction of the City Bike Lane Project, the CITY shall coordinate with the AUTHORITY to ensure the timing of the City Bike Lane Project construction will not negatively affect Project construction. 5.2 OTHER CITY PROJECTS If the CITY implements any capital projects within the Project construction limits, notification shall be sent to the AUTHORITY identifying the location of the project and timing of the implementation. The CITY and AUTHORITY agree to coordinate construction activities recognizing, the OC Streetcar Project cannot be negatively impacted by the initiation of an adjacent project. The AUTHORITY will make its Construction Contractor aware of other CITY projects that may impact or may have impacts on Project construction to the extent notified by the CITY of such projects. The AUTHORITY shall provide in its contract with the Construction Contractor that to the extent reasonably feasible the Construction Contractor will coordinate its activities with contractors working on CITY projects and will not interfere with such work or cause damage thereto; provided that such coordination and/or non-interference does not result in any change orders, delay Project construction, or create safety concerns. For any capital projects within the construction limits of the Project that commence after the award of the Project, the CITY shall include language that requires its contractors to coordinate their activities with the Project construction and to perform such work in a manner which does not interfere with Project construction or cause any damage to such Project construction. Exhibit B Page 8 25F-28 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT B 5.3 INFRASTRUCTURE IMPACTS Within the construction limits of the Project, if the CITY damages AUTHORITY infrastructure or the AUTHORITY damages CITY infrastructure, the Party causing the damage shall notify the other Party in a timely manner, but in no event more than 24 hours after such Party becomes award of the damage. The Party causing the damage shall take reasonable steps to mitigate the extent of the damage. The Parties shall diligently cooperate with each other in an effort to determine the cost of the damage, the steps required to repair the damage and the cost responsibility for such damage. Disputes between the Parties arising out of such damage that are not timely resolved, shall be subject to the dispute resolution process set forth in this Agreement. In the event the matter is submitted to dispute resolution, either Party may, in its sole discretion, choose to repair damage to its own infrastructure. If it is determined during the dispute resolution process that the other Party bears the cost responsibility for the repairs, that Party shall pay all reasonable costs and expenses incurred in making such repairs within 45 days of receipt of an invoice which reasonably specifies the repair work performed and cost thereof. 6.0 PUBLIC INVOLVEMENT The AUTHORITY shall lead Project public involvement. The AUTHORITY shall develop and implement a public awareness campaign (PAC) in collaboration with and including input from the CITY that includes business outreach to advise businesses, residents, elected officials, motorists, and media of Project status. The AUTHORITY shall report on activities and collateral material development during the Project. The AUTHORITY shall keep the CITY informed on PAC events, notices, and Project updates. Exhibit B Page 9 25F-29 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT C FINANCIAL OBLIGATIONS 1.0 DEFINITIONS Capitalized terms used herein shall have the same meaning as set forth in Article 1 of this Agreement. 2.0 PROJECT FUNDING Except for Betterments, the AUTHORITY is responsible for securing and administering all federal, state, and local funding for the Project and for all Project costs. 3.0 BETTERMENTS 3.1 BETTERMENT REQUESTS Betterment requests submitted by the CITY to the AUTHORITY shall be established as separate cooperative agreements or as amendments to existing cooperative agreements under the framework established herein. CITY shall be responsible for the cost of all Betterments it submits. The following steps for including a Betterment in the Project are: 1. The CITY shall submit to the AUTHORITY a Betterment request in writing. Each request shall include a detailed scope of work including identification of work the CITY intends to self -perform. 2. The AUTHORITY shall review the Betterment request and prepare and submit to the CITY a proposal identifying scope clarifications, design costs, construction costs, and administration/management costs. 3. The CITY shall review the AUTHORITY's Betterment proposal. If acceptable, the CITY shall submit written authorization for the AUTHORITY to move forward. If further negotiations are necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate and update the proposal to accurately reflect the negotiated terms and conditions. The AUTHORITY reserves the right to decline Betterment requests that materially impact the Project schedule. Exhibit C Page 1 25F-30 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT C 4. All Betterment reimbursements by the CITY shall be lump sum and shall equal the agreed upon budget amount. The AUTHORITY agrees to segregate the Betterment with respect to accounting and cost reporting. Design work done by the AUTHORITY's Design Consultant on a Betterment, and incorporated into the Plans and Specifications, shall be constructed by the AUTHORITY's Construction Contractor, as part of the Project construction effort. 3.2 BETTERMENT REIMBURSEMENT The CITY's reimbursement of AUTHORITY costs associated with a Betterment shall be on a lump sum basis. Each Betterment cooperative agreement shall identify the timing and methodology for reimbursement. 4.0 CITY COSTS 4.1 CITY SUPPORT SCOPE 4.1.1 City Staff Support CITY staff support is CITY staff time spent in direct support of the Project as identified in Exhibit B and includes, but is not limited to, administering the CITY's support efforts, Project meetings, construction package reviews related to Project Submittal review, construction oversight activities, construction inspection activities related to water supply inspections, traffic control reviews, and public outreach efforts. The City Representative is responsible for managing CITY staff support on the Project and shall ensure time charged is reasonable and necessary to the Project. Support costs are only for Project construction and shall be reimbursed only to the extent incurred after issuance by AUTHORITY of the notice to proceed, including any form of limited notice to proceed, to the Construction Contractor. The notice to proceed is written authorization for the Construction Contractor to begin work. The AUTHORITY shall provide the CITY written notice that a notice to proceed has been issued for construction and that CITY staff support charges shall discontinue under the Design Agreement and proceed under this Agreement. Exhibit C Page 2 25F-31 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT C 4.1.2 City Consultant Services Consultant services used by the CITY on behalf of the Project shall be coordinated with and approved by the AUTHORITY. Existing contracts the CITY intends to use for Project support must be submitted to AUTHORITY for review. AUTHORITY will review such contracts for compliance with FTA requirements; to ensure there is not duplication of effort; to ensure they do not pose unsatisfactory risks to Project schedule and/or budget; to ensure no existing conflicts of interests; and for eligibility for reimbursement. The CITY agrees to follow the AUTHORITY's requirements for contract modifications or task order language, if applicable, prior to advancing Project support work. The CITY agrees to include information regarding conflict of interest with current AUTHORITY contracts and future AUTHORITY procurements related to the Project in all CITY support procurements. 4.2 CITY WORK PLAN BUDGET 4.2.1 City Staff Support The CITY staff support budget has been developed by identifying positions, hours, and rates in the categories shown in the City Support Work Plan ("Work Plan") in Exhibit E. AUTHORITY will reimburse CITY for actual CITY staff support costs incurred in accordance with the Work Plan budget. Actual costs include all eligible CITY direct and indirect costs that are supported by documentation that meets federal requirements. The applied indirect cost recovery rate applied to direct labor costs shall be established following federal regulations and be either the deminimus rate or documented in a cost allocation plan approved by a federal agency or Caltrans. The cost to develop a Cost Allocation Plan to determine an indirect cost recovery rate is not eligible for reimbursement. 4.2.2 Periodic Cost Reviews The AUTHORITY and the CITY agree to regularly monitor CITY costs expended in comparison to the CITY support budget and the remaining effort anticipated. A formal review of funds expended Exhibit C Page 3 25F-32 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT C shall be conducted quarterly by the Parties. In the event the remaining level of effort required, as agreed to by the Parties, exceeds the remaining budget, the Work Plan Budget shall be updated through an amendment to this Agreement. 4.3 INVOICING PROCEDURES Prior to invoicing, the CITY shall provide the AUTHORITY with an updated schedule of staff, their anticipated role on the Project, their salary and benefit labor rates, and supporting payroll documentation. This schedule will be used in the review of invoices. This schedule shall be updated as necessary to reflect staff that will be listed in any invoice submitted to the AUTHORITY. Each month, the CITY shall submit an invoice to the AUTHORITY for actual costs incurred the prior month. Invoices shall be submitted within 30 days of the end of the monthly invoice period. Invoices shall be submitted in duplicate to AUTHORITY's Accounts Payable office. The CITY may also submit invoices electronically to the AUTHORITY's Accounts Payable Department at vendorinvoices@octa.net. The AUTHORITY shall remit payment within thirty (30) days of the receipt and approval of each complete invoice. Each invoice shall include the following information: 1. Reference to Agreement No. C-6-1516; 2. The time period covered by the invoice; 3. An identification of the execution date of this Agreement; 4. Work Plan budget and cumulative invoice amount; 5. Hours worked per person in the invoiced period; 6. Burdened Rate per person invoiced; 7. Indirect cost recovery rate applied to the total cost of CITY direct labor, if applicable; 8. Current invoice payment amount due; 9. Signed personnel timesheets that are also signed and certified by management as eligible, reasonable, and necessary to the Project; labor detail report generated from the CITY's accounting system that shows total hours charged to the Project by employee each week. Exhibit C Page 4 25F-33 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT C 10. Description of work performed adequate to correlate hours shown and work performed, signed and certified by management as eligible, reasonable, and necessary to the Project; 11. Consultant invoices for the invoice period with the same information as required above and shall be accompanied with proof of payment, and 12, Other information requested by the AUTHORITY to reasonably substantiate the validity of an invoice. In the event invoicing will be delayed, at a minimum, the CITY shall provide the AUTHORITY signed timesheets on a monthly basis. 5.0 FEES 5.1 PERMIT FEES The AUTHORITY, and/or its Construction Contractor(s), shall not be charged for the CITY's fixed cost permit issuance fees for building and street work permits deemed necessary for the Project. 5.2 DEVELOPMENT IMPACT FEES The AUTHORITY shall pay for CITY adopted and third party development impact fees such as water and sewer connections, among others, which are related to site improvements for individual stations, maintenance facilities and other similar structures supporting the Project. Exhibit C Page 5 25F-34 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D REQUIRED FEDERAL CLAUSES FOR THIRD PARTY AGREEMENTS The followina provisions apply to all purchases regardless of its value: I_1:i�[d�=fill�y41]=I:L1sy r-lklmN : CONSULTANT shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between the AUTHORITY and FTA , as they may be amended or promulgated from time to time during this Agreement. CONSULTANT's failure to comply shall constitute a material breach of contract. 71WC16ILT14:701Iiv, 14l 11Q-]1l[H_NilQ ZIaf6111i:11:7I]r7_1;4II*y AUTHORITY and CONSULTANT acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the AUTHORITY, CONSULTANT, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from the underlying Agreement. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS A. CONSULTANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§3801 at seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by signing this Agreement, CONSULTANT certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement of the FTA assisted project for which this Agreement's work is being performed. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties of the Program Fraud Civil Remedies Act of 1986 on CONSULTANT to the extent the Federal Government deems appropriate. B. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under an agreement connected with a project that is financed in whole or part with Federal assistance awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on CONSULTANT, to the extent the Federal Government deems appropriate. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 4. CIVIL RIGHTS ASSURANCE During the performance of this Agreement, CONSULTANT, for itself, its assignees and successors in interest agree as follows: Exhibit D Page 1 25F-35 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D A. Compliance with Regulations: CONSULTANT shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts Includinq Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by CONSULTANT of CONSULTANT's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information CONSULTANT shall so certify to the AUTHORITY as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of CONSULTANT's noncompliance with nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement sanctions as it may determine to be appropriate, including, but not limited to: Withholding of payments to CONSULTANT under the Agreement until CONSULTANT complies; and/or Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Title VI of the Civil Rights Act. In determining the types of property or services to acquire, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity receiving Federal financial assistance in violation of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d at seq. and DOT regulations, "Nondiscrimination in Federally Assisted Programs of the Department of Transportation—Effectuation of Title A of the Civil Rights Act of 1964," 49 CFR Part 21. In addition, FTA Circular 4702.1, "Title VI and Title VI -Dependent Guidelines for FTA Recipients," 05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations. G. The Americans with Disabilities Act of 1990 as amended (ADA), 42 U.S.C. Sections 12101 at seq., prohibits discrimination against qualified individuals with disabilities in all programs, Exhibit D Page 2 25F-36 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation. H. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (A) through (H) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. CONSULTANT shall take such action with respect to any subcontract or procurement as the AUTHORITY may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONSULTANT may request the AUTHORITY to enter into such litigation to protect the interests of the AUTHORITY, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 5. DBE CONTRACT PROVISIONS FOR FTA -ASSISTED CONTRACTS WITH DISADVANTAGED BUSINESS ENTERPRISE (DBE) GOALS DBE Participation It is the Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26 and the Orange County Transportation Authority's (Authority's) DBE program developed pursuant to these regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55 that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid and fully adheres to DBE crediting provisions. If the Consultant has committed to utilize DBE(s) in the performance of this DOT -assisted contract, the Consultant's submitted "DBE Participation Commitment Form" will be utilized to monitor Consultant's DBE commitments, unless otherwise directed and/or approved by the Authority prior to the Consultant effectuating any changes to its DBE participation commitment(s) (Refer to Subsection H: "Performance of DBE Subconsultants'). Consultant must complete and submit all required DBE documentation to effectively capture all DBE utilization on the Authority's DOT -assisted contracts whether achieved race neutrally or race consciously. Even if a Consultant has not committed to utilize DBE(s) in the performance of this contract, the Consultant must execute and submit all required DBE forms and other related documentation as specified under this contract or as otherwise requested by the Authority. No changes to the Consultant's DBE Commitment must be made until proper protocols for review and approval of the Authority are rendered in writing. To ensure full compliance with the requirements of 49 CFR, Part 26 and the Authority's DBE Program, the Consultant must: Exhibit D Page 3 25F-37 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D A. Take appropriate actions to ensure that it will continue to meet the DBE Commitment at the minimal level committed to at award or will satisfy the good faith efforts to meet the DBE Commitment, when change orders or other contract modifications alter the dollar amount of the contract or the distribution of work. The Consultant must apply and report its DBE goal commitments against the total Contract Value, including any contract change orders and/or amendments. II. DBE Policy and Applicability In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), the Authority has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs". The project is subject to these stipulated regulations and the Authority's DBE program. In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the Authority encourages the participation of DBEs as defined in 49 CFR, Part 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these Regulations, it is also the policy of the Authority to: Fulfill the spirit and intent of the Federal DBE Program regulations published under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to participate in all of Authority's DOT -assisted contracting opportunities. Ensure that DBEs can fairly compete for and perform on all DOT -assisted contracts and subcontracts. Ensure non-discrimination in the award and administration of Authority's DOT -assisted contracts. Create a level playing field on which DBEs can compete fairly for DOT -assisted contracts. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to participate as DBEs. Help remove barriers to the participation of DBEs in DOT -assisted contracts. Assist in the development of firms that can compete successfully in the marketplace outside the DBE Program. Consultant must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subconsultant. Any terms used in this section that are defined in 49 CFR, Part 26, or elsewhere in the Regulations, must have the meaning set forth in the Regulations. In the event of any conflicts or inconsistencies between the Regulations and the Authority's DBE Program with respect to DOT -assisted contracts, the Regulations must prevail. Exhibit D Page 4 25F-38 COOPERATIVE AGREEMENT NO. C-6.1516 EXHIBIT D III. Authority's DBE Policy Implementation Directives Pursuant to the provisions associated with federal regulation 49 CFR, Part 26, the Disadvantaged Business Enterprise (DBE) program exists to ensure participation, equitable competition, and assistance to participants in the USDOT DBE program. Accordingly, based on the Authority's analysis of its past utilization data, coupled with its examination of similar Agencies' Disparity Study and recent Goal Methodology findings the Authority has implemented the reinstatement of the DBE program utilizing both race -conscious and race -neutral means across the board as all protected groups participation have been affected using strictly race neutral means on its FTA -assisted contracts. The Authority reinstates the use of contract goals and good faith efforts. Meeting the contract -specific goal by committing to utilize DBEs or documenting a bona fide good faith effort to do so, is a condition of award. Additionally, contract -specific goals are now specifically targeted at DBEs (DBEs owned and controlled by Black Americans, Hispanic Americans, Asian -Pacific Americans, Native Americans, Asian -Pacific Americans, Sub -Continent Asian Americans, and Women). In the event of a substitution, a DBE must be substituted with another DBE or documented adequate good faith efforts to do so must be made, in order to meet the contract goal and DBE contract requirements. Definitions The following definitions apply to the terms used in these provisions: "Disadvantaged Business Enterprise (DBE)"means a small business concern: (a) which is at least 51 percent owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly -owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. 2. "Small Business Concern" means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto, except that a small business concern must not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $19.57 million over the previous three fiscal years. 3. "Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who are Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, or Asian -Indian Americans, women and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be socially and economically disadvantaged: A. "Black Americans," which includes persons having origins in any of the Black racial groups of Africa; Exhibit D Page 5 25F-39 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D B. "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; C. "Native Americans," which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; D. "Asian -Pacific Americans," which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific, and the Northern Marianas; E. "Asian -Indian Americans," which includes persons whose origins are from India, Pakistan, and Bangladesh; and F. Women, regardless of ethnicity or race. 4. "Owned and Controlled" means a business: (a) which is at least 51 percent owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a publicly - owned business, at least 51 percent of the stock of which is owned by one or more "Socially and Economically Disadvantaged Individuals"; and (b) whose management and daily business operations are controlled by one or more such individuals. 5. "Manufacturer" means a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the Consultant. 6. 'Regular Dealer" means a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. The firm must engage in, as its principal business, and in its own name, the purchase and sale of the product in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock if it owns or operates distribution equipment. "Fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and that attempts to participate in a DOT -assisted program as a DBE on the basis of false, fraudulent, or deceitful statements or representations or under circumstances indicating a serious lack of business integrity or honesty. The Authority may take enforcement action under 49 CFR, Part 31, Program Fraud and Civil Remedies, against any participant in the DBE program whose conduct is subject to such action under 49 CFR, Part 31. The Authority may refer the case to the Department of Justice, for prosecution under 18 U.S.C. 1001 or other applicable provisions of law, any person who makes a false or fraudulent statement in connection with participation of a DBE in any DOT -assisted program or otherwise violates applicable Federal statutes. 8. "Other Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who, on a case-by-case basis, are determined by Small Business Administration or a recognized California Unified Certification Program Certifying Agency to meet the social and economic disadvantage criteria described below. Exhibit D Page 6 25F-40 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D A. "Social Disadvantage" 1. The individual's social disadvantage must stem from his/her color, national origin, gender, physical handicap, long-term residence in an environment isolated from the mainstream of American society, or other similar cause beyond the individual's control. 2. The individual must demonstrate that he/she has personally suffered social disadvantage. 3. The individual's social disadvantage must be rooted in treatment, which he/she has experienced in American society, not in other countries. 4. The individual's social disadvantage must be chronic, longstanding and substantial, not fleeting or insignificant. 5. The individual's social disadvantage must have negatively affected his/her entry into and/or advancement in the business world. 6. A determination of social disadvantage must be made before proceeding to make a determination of economic disadvantage. B. "Economic Disadvantage' 1. The individual's ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities, as compared to others in the same line of business and competitive market area that are not socially disadvantaged. 2. The following criteria will be considered when determining the degree of diminished credit and capital opportunities of a person claiming social and economic disadvantage: With respect to the individual: • availability of financing bonding capability • availability of outside equity capital available markets With respect to the individual and the business concern: • personal and business assets • personal and business net worth • personal and business income and profits IV. Submission of DBE Information and Ongoing Reporting Requirements (Post -Award) If there is a DBE goal on the contract, Consultant must complete and submit the following DBE exhibits (forms) consistent with Consultant DBE Goal Commitment within the specified timelines. Even if no DBE participation will be reported, the Consultant must execute and return the form: "Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification " (Form 103) The purpose of this form is to ensure Consultant DBE commitments are attained, properly reported and credited in accordance with DBE crediting provisions based on the capacity the DBE performs the scope of work/service. This form further serves to collect DBE utilization data required under 49 CFR, Part 26. Exhibit D Page 7 25F-41 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D The Consultant is required to complete and submit a Form 103 to the Authority by the 10th of each month until completion of the contract. The Consultant must submit its first Form 103 following the first month of contract activity. Upon completion of the contract, the Consultant must complete and submit a "Final: Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification" (Form 103) to facilitate reporting and capturing actual DBE attainments at conclusion of the contract. The Form 103 must include the following information: A. General Contract Information — Including Contract Number and Name, Prime Consultant and the following: 1. Original Contract Amount 2. Running Total of Change Order Amount 3. Current Contract Amount 4. Amount Paid to Consultant during Month 5. Amount Paid to Consultant from Inception to Date 6. DBE Contract Goal 7. Total Dollar Amount of DBE Commitment 8. DBE Commitment as Percentage of Current Contract Amount B. Listed and/Proposed Consultant/Subconsultant Information — For All DBE participation being claimed either Race Neutrally or Race Consciously, regardless of tier: 1. DBE Firm Name, Address, Phone Number, DBE Type of Operation, Certification Type and Certification Number. 2. DBE Firm Contract Value Information: Original contract amount, running total of change order amount, Current contract amount, Amount paid to Consultant during month and Amount paid to Consultant to date. 2. Consultant Assurance of Full Compliance with Prompt Payment Provisions Consultant to sign the prompt payment assurance statement of compliance contained within the Form 103. Consultant is to further maintain and submit at the request of Authority a detailed running tally of related invoices submitted by DBE(s) and Non DBE(s), including dates of invoice submission, dates accepted and corresponding dates and amount of payments made. The Payment and Retention Reporting tally must also include: DBE(s) and Non DBE(s) Invoice Number, Invoice Amount, Invoice Date, Prime Consultant's Invoice Number that incorporated the corresponding DBE and Non DBE invoice(s) for billing purposes, Date of Invoice submission to Authority, Date and amount Authority paid on Prime Consultant's Invoice. The report must also reflect a breakout of retention withheld (including retention as specified in subcontract agreement(s) and disputed invoice retention) and retention payments made, check number and date paid to DBE and Non DBE. Exhibit D Page 8 25F-42 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D Consultant is advised not to report the participation of DBE(s) toward the Consultant's DBE attainment until the amount being claimed has been paid to the DBE. Verification of payments and/or a signed Verification of Payment by the applicable DBE or Non DBE must be submitted with Form 103 to authenticate reported payments. 3. DBE Subcontract Agreements The Consultant must submit to the Authority copies of executed subcontracts and/or purchase orders (PO) for all DBE firms participating on the contract within ten (10) working days of award. The Consultant must immediately notify the Authority in writing of any problems it may have in obtaining the subcontract agreements from listed DBE firms within the specified time. 4. "Monthly DBE Trucking Verification" Form Prior to the 10th of each month, the Consultant must submit documentation on the "Monthly DBE Trucking Verification" Form to the Authority showing the amount paid to DBE trucking companies. The Consultant must also obtain and submit documentation to the Authority showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contactor may count only the fee or commission the DBE receives as a result of the lease arrangement. The Consultant must also obtain and submit documentation to the Authority showing the truck number, owner's name, California Highway Patrol CA number, and if applicable, the DBE certification number of the owner of the truck for all trucks used during that month. 5. "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" Upon completion of the contract, a summary of these records must be prepared on the: "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" and certified correct by the Consultant or the Consultant's authorized representative, and must be furnished to the Engineer. The form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted. 6. "Disadvantaged Business Enterprises (DBE) Certification Status Change" If a DBE Sub is decertified during the life of the project, the decertified Subconsultant must notify the Consultant in writing with the date of decertification. If a Subconsultant becomes a certified DBE during the life of the project, the Subconsultant must notify the Consultant in writing with the date of certification (Attach DBE certification/Decertification letter). The Consultant must furnish the written documentation to the AUTHORITY. Exhibit D Page 9 25F-43 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D Upon completion of the contract, the "Disadvantaged Business Enterprises (DBE) Certification Status Change" must be signed and certified correct by the Consultant indicating the DBEs' existing certification status. If there are no changes, please indicate "No Changes". The certified form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. V. DBE Eligibility and Commercially Useful Function Standards A DBE must be certified at the time of Proposal submission: A certified DBE must be a small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and relevant regulations promulgated pursuant thereto. 2. A DBE may participate as a Prime Consultant, Subconsultant, joint venture partner with a Prime or Subconsultant, vendor of material or supplies, or as a trucking company. 3. A DBE joint venture partner must be responsible for specific contract items of work, or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. 4. At time of proposal submission, DBEs must be certified by the California Unified Certification Program (CUCP). Listings of DBEs certified by the CUCP are available from the following sources: A. The CUCP web site, which can be accessed at htto://www.californiaucp.com; or the Caltrans "Civil Rights" web site at hftp://www.dot.ca.gov/hq/bep. 5. A DBE must perform a commercially useful function in accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function. VI. DBE Crediting Provisions 1. When a DBE is proposed to participate in the contract, either as a Prime Consultant or Subconsultant, at any tier, only the value of the work proposed to be performed by the DBE with its own forces may be counted towards DBE participation. If the Consultant is a DBE joint venture participant, only the DBE proportionate interest in the joint venture must be counted. 2. If a DBE intends to subcontract part of the work of its subcontract to a lower -tier Subconsultant, the value of the subcontracted work may be counted toward DBE participation only if the Subconsultant is a certified DBE and actually performs the work with their own forces. Services subcontracted to a Non -DBE firm may not be credited toward the Prime Consultant's DBE attainment. Exhibit D Page 10 25F-44 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D 3. Consultant is to calculate and credit participation by eligible DBE vendors of equipment, materials, and suppliers toward DBE attainment, as follows: A. Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a regular dealer; or B. One hundred percent (100%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a DBE manufacturer. 4. The following types of fees or commissions paid to DBE Subconsultants, Brokers, and Packagers may be credited toward the prime Consultant's DBE attainment, provided that the fee or commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work, including: A. Fees and commissions charged for providing bona fide professional or technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required in the performance of the Contract; B. Fees charged for delivery of material and supplies (excluding the cost of materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of, or a regular dealer in, the material and supplies; C. Fees and commissions charged for providing any insurance specifically required in the performance of the Contract. 5. Consultant may count the participation of DBE trucking companies toward DBE attainment, as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract. B. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the contract. C. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm, including an owner - operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. E. The DBE may also lease trucks from a non -DBE firm, including an owner - operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE. F. For purposes of this paragraph, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and Exhibit D Page 11 25F-45 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D identification number of the DBE. 6. If the Consultant listed a non -certified 15t tier Subconsultant to perform work on this contract, and the non -certified Subconsultant subcontracts a part of its work or purchases materials and/or supplies from a lower tier DBE certified Subconsultant or Vendor, the value of work performed by the lower tier DBE firm's own forces can be counted toward DBE participation on the contract. If a DBE Consultant performs the installation of purchased materials and supplies they are eligible for full credit of the cost of the materials. VII. Performance of DBE Subconsultants DBEs must perform work or supply materials as listed in the "DBE Participation Commitment Form" specified under "DBE Proposal Submission Requirements" of these special provisions. Do not terminate a DBE listed Subconsultant for convenience and perform the work with your own forces or obtain materials from other sources without prior written authorization from the AUTHORITY. The AUTHORITY grants authorization to use other forces or sources of materials for requests that show any of the following justifications (written approval from the AUTHORITY must be obtained prior to effectuating a substitution): 1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project. 2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements. 3. Work requires a Consultants' license and listed DBE does not have a valid license under Consultants License Law. 4. Listed DBE fails or refuses to perform the work or furnish the listed materials. 5. Listed DBE's work is unsatisfactory and not in compliance with the contract. 6. Listed DBE delays or disrupts the progress of the work. 7. Listed DBE becomes bankrupt or insolvent. If a listed DBE Subconsultant is terminated, you must make good faith efforts to find another DBE Subconsultant to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet the DBE goal. The substitute DBE must be certified as a DBE at the time of request for substitution. The AUTHORITY does not pay for work or material unless it is performed or supplied by the listed DBE, unless the DBE is terminated in accordance with this section. VIII. Additional DBE Subconsultants In the event Consultant identifies additional DBE Subconsultants or suppliers not previously identified by Consultantfor DBE participation under the contract, Consultant must notify Exhibit D Page 12 25F-46 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D the Authority by submitting "Request for Additional DBE Firm" to enable Consultant to capture all DBE participation. Consultant must also submit, for each DBE identified after contract execution, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract agreement can serve in lieu of the written confirmation). IX. DBE "Frauds" and "Fronts" Only legitimate DBEs are eligible to participate as DBEs in the Authority's federally - assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The use of "fronts" and "pass through" subcontracts to non -disadvantaged firms constitute criminal violations. Further, any indication of fraud, waste, abuse or mismanagement of Federal funds should be immediately reported to the Office of Inspector General, U.S. Department of Transportation at the toll-free hotline: (800) 424-9071; or to the following: 245 Murray Drive, Building 410, Washington, DC 20223; Telephone: (202) 406-570. X. Consultant's Assurance Clause Regarding Non -Discrimination In compliance with State and Federal anti -discrimination laws, the Consultant must affirm that they will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, the Consultant must affirm that they will consider, and utilize Subconsultants and vendors, in a manner consistent with non-discrimination objectives. XI. Prompt Payment Clause Upon receipt of payment by Authority, Consultant agrees to promptly pay each Subconsultant for the satisfactory work performed under this Agreement, no later than seven (7) calendar days. Consultant agrees further to return retainage payments to each Subconsultant within thirty (30) calendar days after the Subconsultant's work is satisfactorily completed. Authority reserves the right to request the appropriate documentation from Consultant showing payment has been made to the Subconsultants. Any delay or postponement of payment from the above referenced time frames may occur only for good cause following written approval by Authority. In accordance with 49 CFR part 26.29 "Prompt Payment Provisions" (DBE Final Rule) the Authority will elect to utilize the following method to comply with the prompt payment of retainage requirement: Hold retainage from the Consultant and provide for prompt and regular incremental acceptances of portions of the Consultant, pay retainage to prime Consultants based on these acceptances, and require a contract clause obligating the Consultant to pay all retainage owed to the Subconsultants for satisfactory completion of the accepted work within thirty (30) days after payment to the Consultant. Failure to comply with this provision or delay in payment without prior written approval from Authority will constitute noncompliance, which may result in appropriate administrative sanctions, including, but not limited to a withhold of two (2%) percent of the invoice amount due per month for every month that payment is not made. Exhibit D Page 13 25F-47 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D These prompt payment provisions must be incorporated in all subcontract agreements issued by Consultant under this Agreement. Each subcontract must require the Subconsultant to make payments to sub-Subconsultants and suppliers in a similar manner. XII. Administrative Remedies and Enforcement Consultant must fully comply with the DBE contract requirements, including the Authority's DBE Program and Title 49 CFR, Part 26 "Participation of Disadvantaged Businesses in Department of Transportation Financial Assistance Programs" and ensure that all Subconsultants regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material breach of contract, wherein the Authority will impose all available administrative sanctions including payment withholdings, necessary to effectuate full compliance. In instances of identified non-compliance, a Cure Notice will be issued to the Consultant identifying the DBE non-compliance matter(s) and specifying the required course of action for remedy. The Consultant must be given ten (10) working days from the date of the Cure Notice to remedy or to (1) File a written appeal accompanied with supporting documentation and/or (2) Request a hearing with the Authority to reconsider the Authority's DBE determination. Failure to respond within the ten (10) working day period must constitute a waiver of the Consultant's right to appeal. If the Consultant files an appeal, the Authority, must issue a written determination and/or set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A final Determination will be issued within ten (10) working days after the hearing, as applicable. If, after review of the Consultant's appeal, the Authority decides to uphold the decision to impose DBE administrative remedies on the Consultant, the written determination must state the specific remedy(s) to be imposed. Failure to comply with the Cure Notice and/or to remedy the identified DBE non-compliance matter(s) is a material breach of contract and is subject to administrative remedies, including, withholding at minimum of two (2%) percent of the invoice amount due per month for every month that the identified non-compliance matter(s) is not remedied. Upon satisfactory compliance the Authority will release all withholdings. In addition to administrative remedies defined in this section, the Authority is not precluded from invoking other contractual and/or legal remedies available under federal, state or local laws. ARTICLE 6. ACCESS TO RECORDS AND REPORTS CONSULTANT shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the Comptroller General of the United States, or other agents of AUTHORITY, such access to CONSULTANT's accounting books, records, payroll documents and facilities of CONSULTANT which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. CONSULTANT shall maintain such books, records; data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during CONSULTANT's performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY. AUTHORITY's right to audit books and records directly related to this Agreement shall also extend to all first-tier subcontractors identified in this Agreement. CONSULTANT Exhibit D Page 14 25F-48 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. ARTICLE 7. INCORPORATION OF FTA TERMS All contractual provisions required by Department of Transportation (DOT), whether or not expressly set forth in this document, as set forth in Federal Transit Administration (FTA) Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in violation of the FTA terms and conditions. ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS CONSULTANT shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy Conservation Act. ARTICLE 9. FLY AMERICA REQUIREMENTS CONSULTANT agrees to comply with 49 U.S.C. 40118 (the "Fly America' Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub -recipient of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. CONSULTANT shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. CONSULTANT agrees to include the requirements of this section in all subcontracts that may involve international air transportation. ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY OCEAN VESSEL A. CONSULTANT shall utilize privately owned United States -flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for United States -flag commercial vessels. B. CONSULTANT shall furnish within twenty (20) working days following the date of loading for shipments originating within the United States, or within thirty (30) working days following the date of loading for shipping originating outside the United States, a legible copy of a rated, "on- board" commercial ocean bill -of lading in English for each shipment of cargo described in paragraph 0 of this Article to AUTHORITY (through CONSULTANT in the case of subcontractor bills -of -lading) Exhibit D Page 15 25F-49 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590, marked with appropriate identification of the project. ARTICLE 11. PROHIBITED INTERESTS A. CONSULTANT covenants that, for the term of this Agreement, no director, member, officer or employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. B. No member of or delegate to, the Congress of the United States shall have any interest, direct or indirect, in this Agreement or to the benefits thereof. ARTICLE 12. ALCOHOL AND DRUG POLICY A. CONSULTANT agrees to establish and implement an alcohol and drug program that complies with 41 U.S.0 sections 701-707, (the Drug Free Workplace Act of 1988),which is attached to this Agreement as Exhibit B, and produce any documentation necessary to establish its compliance with sections 701-707. B. Failure to comply with this Article may result in nonpayment or termination of this Agreement. ARTICLE 13. PRIVACY ACT CONSULTANT shall comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things, CONSULTANT agrees to obtain the express consent of the Federal Government before CONSULTANT or its employees operate a system of records on behalf of the Federal Government. CONSULTANT understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. ARTICLE 14. CONFLICT OF INTEREST CONSULTANT agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, CONSULTANT is unable, or potentially unable to render impartial assistance or advice to the Authority; CONSULTANT's objectivity in performing the work identified in the Scope of Work is or might be otherwise impaired; or CONSULTANT has an unfair competitive advantage. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. All disclosures must be submitted in writing to AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the entire term of this Agreement. Exhibit D Page 16 25F-50 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D ARTICLE 15. CODE OF CONDUCT CONSULTANT agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third Party contracts which is hereby referenced and by this reference is incorporated herein. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 16. PROTEST PROCEDURES The Authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the Contract Administrator/Buyer responsible for this procurement. Any protest filed by CONSULTANT in connection with this solicitation must be submitted in accordance with the Authority's written procedures. The following additional provisions apply to all purchases over $10,000 ARTICLE 17. TERMINATION A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole or part, by giving CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay CONSULTANT its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice shall be given to CONSULTANT in accordance with the provisions of the FAR referenced above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable provisions of the FAR pertaining to termination for convenience. B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by AUTHORITY. CONSULTANT shall be liable forany and all reasonable costs incurred by AUTHORITY as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by CONSULTANT under this Agreement. Such termination shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR. ARTICLE 18. RECYCLED PRODUCTS CONSULTANT shall comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in subpart B of 40 CFR Part 247. CONSULTANT agrees to include this requirement in all of its subcontracts. Exhibit D Page 17 25F-51 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D The following additional provisions apply to all purchases over $25,000 ARTICLE 19. DEBARMENT & SUSPENSION: CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER -TIER PARTICIPANTS Unless otherwise permitted by law, any person or firm that is debarred, suspended, or voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1, dated April 28, 1989, may not take part in any federally funded transaction, either as a participant or a principal, during the period of debarment, suspension, or voluntary exclusion. Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction with such debarred, suspended, or voluntarily excluded persons or firms during such period. A certification process has been established by 49 CFR Part 29, as a means to ensure that debarred suspended or voluntarily excluded persons or firms do not participate in Federally assisted projects. The inability to provide the required certification will not necessarily result in denial of participation in a covered transaction. A person or firm that is unable to provide a positive certification as required by this solicitation must submit a complete explanation attached to the certification. FTA will consider the certification and any accompanying explanation in determining whether or not to provide assistance for the project. Failure to furnish a certification or an explanation may disqualify that person or firm from participating in the project. The followina additional provisions apply to all purchases over $100,000 ARTICLE 20. DISPUTES A. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to CONSULTANT. The decision of the Director, CAMM, shall be final and conclusive. B. The provisions of this Article shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Article, CONSULTANT shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. C. Pending final decision of a dispute hereunder, CONSULTANT shall proceed diligently with the performance of this Agreement and in accordance with the decision of AUTHORITY's Director, CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any AUTHORITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the state of California. Exhibit D Page 18 25F-52 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D ARTICLE 21. CLEAN WATER REQUIREMENTS CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CONSULTANT shall report each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in turn, report each violation as required to assure notification to FTA and appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 22. CLEAN AIR CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 at seq. CONSULTANT shall report each violation to AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 23. LOBBYING CONSULTANT's who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to the above that it will not or has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant underthe Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The following additional provisions apply to all purchases over $150,000 ARTICLE 24. BUY AMERICA A. CONSULTANT is directed to the "Buy America" requirements of the Surface Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this Project shall occur in the United States; with the exception that pig iron and processed, pellitized and reduced iron ore manufactured outside of the United States may be used in domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements. B. A Certificate of Compliance, conforming to the provisions of this Article shall be furnished for steel and iron materials. The certificates, in addition to certifying that the materials Exhibit D Page 19 25F-53 COOPERATIVE AGREEMENT NO. C-6-1516 EXHIBIT D comply with the specifications, shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the exceptions listed herein. C. The requirements imposed by law and regulations do not prevent a minimal use of foreign steel and iron materials of the total combined cost of the materials used does not exceed one- tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. CONSULTANT shall furnish the AUTHORITY acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials in the work. Exhibit D Page 20 25F-54 W � x UX O W Z F Z W 2 W W Q W F W d O O U r t a M M M O N M o a N� u N o N m �M NG yO�I y y Ip N N W W M 00 U c c O G .9M`aN 2 N E a G 0 w w Q a O mM O M O .O �I M 2 M a � 0 M O 02 » M 5 E .4 N N m a >y M M �w N K w J c L W o W r CL N OI V O1 N o W Y 2 N W N N� Ix ` O O O v F c c ° o w W W ONoy a c o N m C N d E C h � 4 U L F U A m m o m o w � v K w W N O L U LM N o i� v W vOi M M �+ > o O W w W U c c o L. m alf 'E m c Q O m 0 O IL O Y CL n v IL q A L v o'. c •c a E E .� � o', moo �v z o a o O.U.0 a' v z° 25F-55 Lu r Xd L W 25F-56 Public Works OC STREETCAR EXPENDITURE PLAN 03217664 1 66220 Consultant Services 1 03217664 1 66220 FY TOTAL: CONSTRUCTION PHASE TOTAL: $ 1,500,000 Exhibit 2 25F-57 25F-58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: APPROVE THE PURCHASE AND SALE AND THE LIGHT POLE LICENSING AGREEMENTS WITH SOUTHERN CALIFORNIA EDISON FOR THE PURCHASE OF SCE OWNED STREETLIGHTS (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1C} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2m Reading ❑ implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a Purchase and Sale Agreement authorizing the acquisition of approximately 7,800 streetlights by the City of Santa Ana from Southern California Edison, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a Light Pole License Agreement for wireless attachment between the City of Santa Ana and Southern California Edison, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On February 21, 2017 City Council approved a Resolution (Exhibit 3) to proceed with the Purchase and Sale (Exhibit 1) and Light Pole License (Exhibit 2) agreements to purchase approximately 7800 Southern California Edison (SCE) owned streetlights in Santa Ana. The Resolution establishes the City's commitment to purchase SCE streetlights, pending a Council approved financing plan, and authorizes SCE to forward the agreements to California Public Utilities Commission for approval. Subsequently, City Staff concluded that the Resolution did finalize the terms and conditions of the agreements and concluded that executing the agreements would be mutually beneficial for the City and SCE to lock in the terms and conditions of the agreement. Since the financial plan is still pending, the agreement was amended to afford Council the option to cancel this agreement if the financial model and options are not amenable to the City. The City would not be fully committed to the purchase until Council approves the financing package, and there is no penalty to withdraw from this agreement. 25G-1 Agreements Authorizing City to pursue CPUC Approval to Purchase Streetlight System from SCE April 4, 2017 Page 2 As a condition of the sale SCE requested a Light Pole License agreement which would allow SCE to keep existing wireless communications devices, which are needed for their smart meter system, on our streetlights and afford them the opportunity to attach new wireless communication devices on our streetlights if all other options have been fully exhausted. These devices are used by SCE to collect and relay data, and to communicate with SCE electrical power distribution systems. The License Agreement identifies the terms and conditions for the maintenance, removal, repair, or replacement of the attached devices. Background SCE altered its long-standing corporate policy with respect to the streetlight system by making SCE -owned streetlights available for purchase by local governments. SCE currently owns approximately 11,373 high pressure sodium streetlights throughout the City of Santa Ana, of which approximately 7,800 have been made available for purchase. Upon CPUC review and approval, which is anticipated to take four to six months, the City Council would then have the option to pursue the streetlight system purchase. After submission of the agreements to the CPUC, staff will publish a Request for Proposals to engage a financial advisor to examine available financial programs to fund the purchase and retrofitting of the acquired streetlight system. Upon approval of the agreements by the CPUC, the financial model and options would be presented to Council for further consideration and direction. The energy and maintenance costs are anticipated to be reduced by approximately $900,000 per year. These savings will be leveraged to finance the acquisition. Ownership of the 7,817 SCE streetlights by the City will result in many benefits: • Convert to energy efficient Light -Emitting Diode (LED) fixtures • Improve lighting levels and safety • Provide faster street lighting service calls • Improve the environment • Reduce energy cost to the City • Provide higher street lighting system reliability • Reduce maintenance costs from significantly improved LED performance • Leverage the energy savings to purchase the street lights The total one-time cost to purchase and upgrade the streetlight system is approximately $12.3 million (Exhibit 4) and will be financed with the use of maintenance/energy cost savings. Established CPUC procedures must be followed in order to present the option to acquire the SCE -owned streetlights. Pursuant to those requirements, a detailed appraisal of the existing SCE -owned streetlight system was conducted (Exhibit 5). The value of the street lighting system 25G-2 Agreements Authorizing City to pursue CPUC Approval to Purchase Streetlight System from SCE April 4, 2017 Page 3 was set by using the Replacement -Cost -New -Less -Depreciation method acceptable by the CPUC. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. However, future actions will require City Council approval on fiscal impact. Fre ousavipour Executive Director Public Works Agency FM/EWG/TC/MO Exhibits: 1. Purchase and Sale Agreement 2. Light Pole License Agreement for Wireless Attachment 3. Resolution 2017-0007 4. Cost to Purchase the Streetlight System 5. Appraisal 25G-3 25G-4 Exhibit 't PURCHASE AND SALE AGREEMENT THIS PURCHASE. AND SALE AGREEMENT (this "Agreement') is made and entered into as of 2017 ("Effective Date"), by and between SOUTHERN CALIFORNIA EDISON, a California corporation ("SCE"), and the City of Santa Ana, a Municipal Corporation and Charter City ('Buyer"). SCE and Buyer are referred to herein individually as a "Party," and together as "Parties". RECITALS A. SCE currently owns Eleven Thousand, Three Hundred Seventy Three (11,373) LS -1 electric streetlight facilities located in the City of Santa Ana, of which, Seven Thousand, Eight Hundred Seventeen (7,817) are to be purchased by Buyer. B. Buyer has expressed a desire to purchase the Facilities (defined below) from SCE, and SCE is willing to sell the Facilities to Buyer, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the respective covenants and agreements contained in this Agreement, SCE and Buyer each agree as follows: 1. DEFINITIONS. The following terms shall have the meanings ascribed to them below for purposes of this Agreement. "Agreement" has the meaning given in the first paragraph. "Applicable Requirements" means all laws, statutes, ordinances, rules, regulations, requirements or orders of any Governmental Authority now in force or that may later be in force, and the terms and conditions of any permit, certificate, license or other requirement. "Bill of Sale" means a document setting forth the Purchase Price and Transition Costs as well as any Taxes for which Buyer is responsible with respect to the Facilities specified to be transferred to Buyer (including Reconfigured Facilities), which document shall be substantially in the form of Exhibit B attached hereto. "Business Day" means a day other than Saturday, Sunday or a day on which (i) banks are legally closed for business in the State of California; or (ii) SCE is closed for business. "Buyer" has the meaning given in the preamble paragraph. "CEQA" has the meaning given in Section 5.2 "Claims" has the meaning given in Section 7.1. Page 1 of 18 25G-5 "Closing Date" means the day on which the closing of the purchase and sale of the Facilities shall occur. "Commencement Date" has the meaning in Section 6.1. "CPUC" means the California Public Utilities Commission, or its regulatory successor, as applicable. "CPUC Approval" means a final, unconditional and unappealable decision of the CPUC under Section 851 of the Public Utilities Code (including exhaustion of all administrative and judicial remedies or the running of time periods and statutes of limitation for rehearing and judicial review without rehearing or judicial review being sought) approving this Agreement and the transactions contemplated hereby on terms and conditions acceptable to SCE and Buyer, in their good faith discretion, including approval of SCE's proposed accounting and rate making treatment of the sale in accordance with CPUC's decisions. "CPUC Approval Date" means the date on which the CPUC Approval occurs. "Effective Date" has the meaning given in the preamble paragraph. "Environmental Requirements" means any applicable federal, state and local statutes, regulations or ordinances now in force or that may later be in force relating to the protection of human health or safety, or regulating or relating to industrial hygiene or environmental conditions, or the protection of the environment, or pollution or contamination of the air, soil, surface water or ground water, including federal, state and local laws, requirements and regulations pertaining to reporting, licensing, permitting, investigating and remediating emissions, discharges, releases or threatened releases of such substances into air, surface water or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of such substances. Environmental Requirements include without limitation: the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. 9601 et seg.); the Hazardous Materials Transportation Act (49 U.S.C. 5101 et sem.); and the Resource Conservation and Recovery Act (42 U.S.C. 6901et sem.) "Excluded Taxes" means (a) taxes (other than any sales, use, gross receipts, or any taxes in the nature of sales, use or gross receipts taxes) imposed on SCE that are capital gains taxes, minimum or alternative minimum taxes, accumulated earnings taxes, franchise taxes or taxes on or measured by gross or net income, capital or net worth of SCE; and (b) personal property taxes to the extent the payment is addressed in Section 3.4(b), and is not required to be reimbursed to SCE by Buyer. "Facilities" has the meaning given in Section 2.2 and further described in Exhibit A. "Governmental Authority" means any federal, state, local or other governmental, regulatory or administrative agency, commission, department, board, subdivision, Page 2 of 18 25G-6 court, tribunal, or other governmental arbitrator, arbitral body or other authority, but excluding Buyer. "Hazardous Substances" means any hazardous or toxic material or waste, which is or becomes regulated by Environmental Requirement. Without limiting the generality of the foregoing, Hazardous Substances includes any material or substance: (a) now or hereafter defined as a "hazardous substance, " "hazardous waste," "hazardous material," " extremely hazardous waste," " restricted hazardous waste" or "toxic substance" or words of similar import under any applicable Environmental Requirements; or (b) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, and is now or hereafter regulated as Hazardous Substance by the United States, the State of California, any local governmental authority or any political subdivision thereof, or which cause or are listed by the State of California as being known to the State of California to cause, cancer or reproductive toxicity; or (c) the presence of which poses or threatens to pose a hazard to the health or safety of persons or the environment; or (d) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or (e) which contains lead- based paint or other lead contamination, polychlorinated biphenyls ("PCBs"), or asbestos or asbestos -containing materials or urea formaldehyde foam insulation; or (f) which contains radon gas; or (g) fuel or chemical storage tanks, energized electrical conductors or equipment, or natural gas transmission or distribution pipelines; and (h) other potentially hazardous substances, materials, products or conditions. "Inventory Inspection Activities" means the activities referenced in Section 6.2 and set forth in Exhibit C to be performed by Buyer and SCE during the Inventory Inspection Period. "Inventory Inspection Period" has the meaning set forth in Section 6.2(a). "Land" means the real property on which the Facilities are located, together with any other real property that is encumbered by Land Rights. "Land Rights" means the easements, leases, permits, franchise agreements or other agreements that grant SCE the right to locate the Facilities on the Land and/or permit access to the Facilities by SCE. "Local Service Planning Office" means SCE's local service planning office located at 1325 S. Grand Ave, Santa Ana CA 92705. "Potential Environmental Hazards" means electric fields, magnetic fields, electromagnetic fields, electromagnetic radiation, power frequency fields, and extremely low frequency fields, however designated, and whether emitted by electric transmission lines, other distribution equipment or otherwise. "Purchase Price" has the meaning given in Section 3.1. Page 3 of 18 25G-7 "Reconfigured Facilities" means any additional facilities the Parties identify during the Inventory Inspection Period which serve purposes in addition to street lighting, which the Parties agree that SCE will reconfigure to remove such other (non-street light) uses, and which will be purchased by Buyer from SCE. Buyer shall coordinate all activities relating to Reconfigured Facilities with SCE's Local Service Planning Office. "SCE Parties" means SCE, its affiliates, and each of their respective past, present and future officers, directors, partners, employees, agents, representatives, shareholders, attorneys, affiliates, parent and subsidiary corporations, divisions, insurance carriers, heirs, legal representatives, beneficiaries, executors, administrators, predecessors, transferees, successors and assigns. "Transition Activities" means the activities referenced in Section 6.2 and set forth in xhibit C to be performed by SCE and Buyer (after the Inventory Inspection Period expires) with respect to the Facilities to be transferred from SCE to Buyer. "Transition Costs" has the meaning in Section 3.3. "Tax Claim" has the meaning given in Section 3.4(e}. "Taxes" mean all federal, state, local or foreign income, ad valorem, gross receipts, license, payroll, employment, excise, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property including assessments, special assessments, special district assessments, escape assessments, benefit assessments and maintenance assessments, fees or other charges or surcharges of any nature based on the use or ownership of real property), personal property, sales, use, documentary transfer, registration, value added, alternative and add-on minimum, estimated taxes, and all other taxes of any kind whatsoever, including all interest, penalties, fines and additions thereto, whether disputed or not, including all items for which liability arises as a transferee or successor-in-interest. 2. PURCHASE AND SALES OF FACILITIES. 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, SCE agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire from SCE, all of SCE's right, title and interest in the Facilities. 2.2 Description of Facilities. The "Facilities" consist of Seven Thousand, Eight Hundred Seventeen (7,817) electric streetlight facilities owned by SCE and located within the Buyer's service territory. A detailed description and listing of the Facilities to be purchased and sold is provided Exhibit A. The Parties believe that Exhibit A contains a reasonably accurate inventory and map of the LS -1 streetlight facilities owned by SCE within the Buyer's service territory that are considered for sale. Page 4 of 18 25G-8 3. PURCHASE PRICE AND OTHER COSTS. 3.1 Purchase Price. Subject to adjustment as provided in this Section 3.1, the total purchase price for all Facilities described in Exhibit A ("Purchase Price") is Three Million, Six Hundred Sixty Nine Thousand, Four Hundred Eighty Seven Dollars ($3,669,487). (a) Prior to the Closing Date, the Parties shall mutually agree on the Purchase Price and any additional costs for any Reconfigured Facilities transferred to Buyer in accordance with Section 6.2. (b) Prior to the Closing Date, if the actual number of Facilities does not equal 7,817 then, the Parties will amend the Bill of Sale to increase or decrease the Purchase Price, as appropriate, using the dollar amount of SCE's average price for each type of streetlight facility in the Buyer's municipality (concrete poles will be valued at SCE's average price for concrete poles, steel poles will be valued at SCE's average price for steel poles, wood poles will be valued at SCE's average price for wood poles, and fiberglass poles will be valued at SCE's average price for fiberglass poles). 3.2 Intentionally Omitted. 3.3 Transition Costs. In addition to the Purchase Price, Buyer shall pay to SCE thirty dollars ($30.00) for every pole to be transferred listed in the final bill of sale, which shall represent SCE's good faith estimate of the cost of SCE's Transition Activities with respect to the Facilities ("Transition Costs"). 3.4 Taxes. (a) Except for any Excluded Taxes for which Buyer will have no liability, Buyer shall pay all Taxes arising in connection with the sale and transfer of the Facilities, this Agreement or the transactions contemplated herein, or the receipt of the Purchase Price or other amounts hereunder, which Taxes are levied or imposed on or with respect to SCE, Buyer or all or any part of the Facilities or any use thereof on or after the Closing Date. (b) State and local personal property Taxes relating to the Facilities for the tax year (ending June 30) will be prorated between Buyer and SCE on the following basis: SCE is to be responsible for all such Taxes for the period up to the Closing Date for such Facilities; and Buyer is responsible for all such Taxes for the period on and after the Closing Date. All 'Taxes assessed on an annual basis will be prorated on the assumption that an equal amount of Taxes applies to each day of the year, regardless of how many payments are billed or made, except that Buyer will bear all supplemental or other state and local personal property Taxes that arise out of change in ownership of the Facilities. In addition, Buyer acknowledges that the Facilities are assessed by the California State Board of Equalization as of Page 5 of 18 25G-9 January 1 of each year, and, if the Closing Date occurs between January 1 and June 30, SCE must pay personal property taxes arising out of the ownership of the Facilities for the subsequent fiscal year. If the Closing Date occurs between January 1 and June 30, Buyerwill deposit with SCE the full amount to pay personal property taxes for the tax year beginning on July 1, in addition to the prorated amount of personal property taxes for the current tax year (ending June 30), and SCE will pay the personal property taxes for these tax years before they become delinquent; provided however, SCE may pay such taxes in installments as permitted by law. If the personal property tax amounts owing for the tax year beginning on July 1 are not available as of the Closing Date, then the amount due from Buyer to SCE for such tax year will be estimated on the basis of the prior year's personal property taxes and such amount will be subject to adjustment after the Closing Date. If the Closing Date occurs between July 1 and December 31, Buyer will deposit with SCE the prorated amount of personal property taxes for the tax year in which the Closing Date occurs and SCE will pay the personal property taxes for such tax year before they become delinquent; provided however, SCE may pay such taxes in installments as permitted by law. (c) SCE will be entitled to any refunds or credits of Taxes relating to the Facilities that are allocable to the period prior to the Closing Date. Buyer will promptly notify and forward to SCE the amounts of any such refunds or credits to SCE within five (5) Business Days after receipt thereof. Buyer will be entitled to any refund or credit of Taxes relating to the Facilities that are allocable to the period on and after the Closing Date. SCE agrees to reasonably cooperate with Buyer's efforts to obtain such refund or credit. (d) After the Closing Date, Buyer will notify SCE in writing, within five (5) Business Days after Buyer's receipt of any correspondence, notice or other communication from a taxing authority or any representative thereof, of any pending or threatened tax audit, or any pending or threatened judicial or administrative proceeding that involves Taxes relating to the Facilitates for the period prior to the Closing Date, and furnish SCE with copies of all correspondence received from any taxing authority in connection with any audit or information request with respect to any such Taxes relating to the Facilities for the period prior to the Closing Date. (e) Notwithstanding any provision of this Agreement to the contrary, with respect to any claim for refund, audit, examination, notice of deficiency or assessment or any judicial or administrative proceeding that involves Taxes relating to the Facilities for the period either entirely prior to the Closing Date or both prior to and after the Closing Date (collectively, "Tax Claim"), the Parties will reasonably cooperate with each other in contesting any Tax Claim, including making available original books, records, documents and information for inspection, copying and, if necessary, introduction as evidence to any such Tax Claim contest and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder Page 6 of 18 25G-10 with respect to such Tax Claim or to testify at proceedings relating to such Tax Claim. SCE will control all proceedings taken in connection with any Tax Claim that pertains entirely to the period prior to the Closing Date, and SCE and Buyer willjointly control all proceedings taken in connection with any Tax Claim pertaining to the period both prior to and after the Closing Date. Buyer has no right to settle or otherwise compromise any Tax Claim which pertains entirely to the period prior to the Closing Date; and neither Party has the right to settle or otherwise compromise any Tax Claim which pertains to the periods both prior to and after the Closing Date without the other Party's prior written consent. (f) The obligations of the Parties pursuant to this Section 3.4 shall survive the termination of this Agreement. 4. CONDITIONS PRECEDENT 4.1 Conditions to Buyer's Obligations. Buyer's obligation under this Agreement to purchase the Facilities is subject to the fulfillment or waiver of each of the following conditions precedent: (a) SCE shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by SCE at or prior to the Commencement Date and the Closing Date. (b) No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby. (c) The City Council shall have identified and approved a structured financing plan to pay the Purchase Price and Transition Costs. The terms of a feasible financing shall be determined solely by the City Council. 4.2 Conditions to SCE's Obligations SCE's obligation under this Agreement to sell the Facilities to Buyer is subject to the fulfillment or waiver of each of the following conditions precedent: (a) Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed by Buyer at or prior to the Commencement Date and the Closing Date. (b) No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby. Page 7 of 18 25G-11 (c) Buyer shall have notified SCE that Buyer has identified, approved, and obtained a structured financing plan to pay the Purchase Price and Severance Costs, as set forth in Section 4.1(c). Buyer must notify SCE of the foregoing by the time CPUC Approval is obtained or this condition precedent shall not be met. 4.3 CPUC Approval. The obligation of each Party to consummate the purchase and the sale of the Facilities is conditioned upon obtaining CPUC Approval. SCE agrees to make reasonable efforts to draft and file an application seeking CPUC approval within ninety (90) days following the Effective Date of this Agreement. Buyer agrees to cooperate with SCE's efforts to obtain CPUC Approval, including by promptly reviewing and commenting on the application for CPUC Approval. Buyer acknowledges and agrees that SCE makes no representation or warranty with respect to the likelihood of obtaining CPUC Approval, and Buyer hereby waives all Claims against SCE that may arise as a result of the need for CPUC Approval or SCE's failure to obtain CPUC Approval. The application seeking CPUC Approval will request such approval within six months of the date the application is filed. SCE makes no representations as to when or in what manner the CPUC will act on the application. 4,4 Satisfaction or Waiver of Conditions Precedent. Buyer may waive in writing any of the conditions precedent set forth in Section 4.1, and SCE may waive in writing any of the conditions precedent set forth in Section 4.2. Neither Party shall have the right to waive the condition precedent set forth in Section 4.3. Subject to the foregoing, in the event that any of the conditions precedent set forth in this Section 4.1 or Section 4.2 have not been satisfied or waived on or before the Commencement Date or the Closing Date (as the same may be extended), then the Party whose obligations are subject to such condition precedent shall have the right to rescind this Agreement ab initio upon written notice to the other Party, and SCE and Buyer shall thereupon return to the other Party all performances received from the other Party (except for the Transition Costs actually paid), and each Party shall be released from all other obligations under this Agreement, except those which expressly survive termination. CONDITION OF FACILITIES AND LAND RIGHTS 5.1 Compliance with Applicable Requirements and Governmental Approvals. Except for CPUC Approval, Buyer is solely responsible for complying, at Buyer's sole expense, with all Applicable Requirements and obtaining all authorizations, consents, licenses, permits and approvals of Governmental Authorities and third persons in connection with the consummation of the transactions contemplated by this Agreement and with Buyer's operation of the Facilities, whether as result of the PCB content or otherwise. Without limiting the foregoing, Buyer is responsible for any costs of complying with the California Environmental Quality Act ("CEQA"), if and to the extent applicable to the sale and transfer of the Facilities, and satisfying, at Buyer's sole expense, any and all mitigation measures under CEQA that may apply to Buyer's acquisition or operation of the Facilities. Buyer shall 25G-12 promptly notify SCE of any and all mitigation measures that may affect SCE. If SCE determines in good faith that any such mitigation measures may adversely affect SCE, SCE shall have the right without liability to Buyer to terminate this Agreement upon written notice to Buyer. In the event of such termination, SCE and Buyer shall each be released from all obligations under this Agreement, except those that expressly survive termination. Buyer's obligations under this Section 5_.1 shall survive the termination of this Agreement. 5.2 Disclosure Reaardina Hazardous Substances. SCE hereby discloses to Buyer that Potential Environmental Hazards and Hazardous Substances, including PCBs, may be present at, in, on, under, about, contained in, or incorporated in the Facilities. Buyer represents that it is purchasing the Facilities for Buyer's own use, and not for resale (provided that Buyer contemplates that Buyer may transfer title to the Facilities in connection with financing and/or refinancing of the Facilities). If Buyer sells the Facilities, or any part thereof, it shall disclose, in writing, to all potential Buyers, prior to the sale, that Potential Environmental Hazards and Hazardous Substances, including PCBs, may be present at, in, on, under, about, contained in, or incorporated in the Facilities, or portions thereof. Further, in the event the Facilities (or any portion thereof) are sold, conveyed or transferred in any manner to a person other than SCE, Buyer shall incorporate in the agreement effectuating such transfer, language substantially in the same form as this paragraph. Buyer's obligations under this Section 5.2 shall survive the termination of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, SCE approval shall not be required for any conveyance of the Facilities, whether or not such conveyance is made in connection with a financing or refinancing of the Facilities or any part thereof. 5.3 Disclaimers Reaardina the Facilities and the Land. BUYER ACKNOWLEDGES THAT IT IS RELYING UPON ITS OWN INDEPENDENT INVESTIGATION IN DECIDING TO PURCHASE THE FACILITIES. BUYER EXPRESSLY DISCLAIMS RELIANCE ON ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES, EITHER EXPRESS OR IMPLIED, BY SCE, ITS OFFICERS, DIRECTORS, COUNSEL, REPRESENTATIVES OR AGENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR Page 9 of 18 25G-13 ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY SCE, WILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR MATERIALS. 5.4 "AS IS" SALE. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. 5.5 Specific Disclaimer Regarding Land Rights. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. 5.6 Maintenance of Facilities Prior to Closing. From the Effective Date until the Closing Date, SCE will, at its expense, operate and maintain the Facilities in accordance with SCE's rate "Schedule LS -1 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY-OWNED SYSTEM," and consistent with SCE's custom and past practices. 5.7 New Facilities. Until the Commencement Date, SCE may continue to install new streetlights in the City of Santa Ana in accordance with SCE's standard practices and tariffs and CPUC rules and regulations. 6. COMMENCEMENT AND POST -COMMENCEMENT ACTIVITIES. 6,1 Commencement Date. The "Commencement Date" shall be the date that is five (5) working days after the CPUC Approval Date. 6.2 Actions on Commencement Date. On or before the Commencement Date the Parties shall commence the following actions for the Facilities to be transferred to Buyer: (a) For a period not to exceed six (6) months following the Commencement Date (the "Inventory Inspection Period"), the Parties will perform their respective Inventory Inspection Activities set forth in Exhibit C, including identifying any Reconfigured Facilities. SCE's Local Service Planning office shall provide 25G-14 written notice to Buyer before the expiration of the Inventory Inspection Period identifying any potential Reconfigured Facilities and stating the work necessary to reconfigure such facilities for sale to Buyer and the estimated time and cost to complete the work ("Reconfigured Facilities Notice"). (b) For a period of ten (10) Business Days following Buyer's receipt of the Reconfigured Facilities Notice, Buyer shall have the right to accept or reject the Reconfigured Facilities described in the Reconfigured Facilities Notice, which acceptance or rejection shall be evidenced by a written notice delivered to SCE's Local Service Planning Office. (c) At any time during the Inventory Inspection Period, each Party shall perform and complete its respective Transition Activities for all Facilities, excepting only the Reconfigured Facilities identified in the Reconfigured Facilities Notice, which Reconfigured Facilities shall not be included in the Bill of Sale, will not be paid for through Escrow, but will rather be invoiced for separately following the Closing Date. Notwithstanding the foregoing, prior to or during the Inventory Inspection Period, each Party shall perform and complete its respective Transition Activities for any Reconfigured Facilities. (d) Not later than thirty (30) days prior to the expiration of the Inventory Inspection Period, SCE shall deliver to Buyer a revised and final Bill of Sale duly executed by SCE. The Parties agree that delivery of the Bill of Sale shall be effective upon the earlier of (i) delivery to Buyer by hand of an original Bill of Sale or (ii) Buyer's receipt of a facsimile or other electronic transmission of the Bill of Sale. If delivery is made by facsimile or other electronic transmission, SCE shall concurrently send the original Bill of Sale to Buyer by registered or certified mail or overnight courier. (e) At any time prior to delivery of the final Bill of Sale, Buyer may elect at its sole and absolute discretion to remove any of the Facilities (except for Reconfigured Facilities) and deduct on a pro rata basis the value of such Facilities from the Purchase Price. (f) Within ten (10) working days following the delivery of the final Bill of Sale, Buyer shall say to SCE in US Dollars the Purchase Price, Transition Costs, and the Taxes (but not Excluded Taxes) for the Facilities to be transferred to Buyer. (g) Following the Closing Date, SCE's Local Service Planning Office will invoice Buyer separately for any duly accepted Reconfigured Facilities. 6.3 Assumption of Liabilities. Beginning on the Closing Date, Buyerwill assume all obligations and liabilities of any kind or nature whatsoever related to, arising from, or associated with ownership or possession of the Facilities transferred to Buyer. 6.4 Post -inventory Inspection Period Activities. Page 11 of 18 25G-15 (a) As soon as practicable after the Closing Date, but effective as of the Closing Date, SCE will officially change the charge for electricity furnished to the Facilities transferred to Buyer from the Streetlight Rate Schedule LS -1 to the Streetlight Rate Schedule "LS -2 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE" Multiple Service — Rate B and provide written notice to Buyer of such change ("Notice of Rate Change"). At the next available billing period following the Notice of Rate Change, SCE shall credit Buyer an amount equal to the difference between the amount charged to Buyer for electricity under the LS -1 Schedule and the amount that would have been charged to Buyer for the same electricity under the LS -2 Schedule for the period beginning with the Commencement Date and ending on the date the rate change is effective. (b) Prior to the Closing Date, SCE shall provide an updated final map and inventory of the Facilities transferred to Buyer. 6.5 Prohibition on Connecting Non -Conforming Load. Buyer acknowledges and agrees that Buyer's purchase of the Facilities does not entitle Buyer to connect non -conforming load to the Facilities or supporting circuits beyond SCE's initial point of connection. If Buyer wishes to connect such non -conforming load, Buyer agrees to comply with SCE's applicable filed tariffs. 6.6 Closing ®ate. The Closing Date shall occur no later than the first working day immediately following the completion of the Inventory Inspection Period. The exact Closing Date shall be determined by the mutual consent of the.Parties. 7. RELEASE. 7.1 Release. Buyer, for itself, and for any future owners of all or a part of the Facilities, and each of their respective predecessors, successors, assigns, licensees, officers, directors, employees, agents, partners, shareholders, transferees, parent and subsidiary corporations, legal representatives, heirs, beneficiaries, executors and administrators hereby fully and forever releases, discharges and covenants not to sue the SCE Parties of, from or for any and all losses (including diminution in the value of the Land) and all other costs, claims, demands, actions, suits, orders, causes of action, obligations, controversies, debts, expenses, accounts, damages (including consequential or direct damages), judgments and liabilities of whatever kind or nature (including fines and civil penalties), and by whomsoever asserted, in law, equity or otherwise, whether known or unknown, (each a "Claim" and, collectively, "Claims") arising from or in any way connected with the Facilities, Claims relating to Potential Environmental Hazards, and Claims relating to the presence of PCBs or any other Hazardous Substances in the Facilities, and/or in, on or about the Land. 7.2 Waiver of Civil Code § 1542. With respect to the matters being released in Paragraph 7, and as to those matters only, Buyer does knowingly, after having first 25G-16 obtained the advice of its attorneys, waive all of the provisions of California Civil Code § 1542 ("Section 1542"). Section 1542 reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Buyer acknowledges and agrees that: (a) the releases set forth in Paragraph 7 are intended to extend to and extinguish all claims, causes of action, etc. that are encompassed within the terms of the releases, including those that are not presently known to or suspected by Buyer and (b) it may hereafter discover facts in addition to or different from those which it now believes concerning the subject matter of this Agreement, and that notwithstanding any such new or different facts, the releases contained herein will remain effective. Buyer further acknowledges and agrees that the foregoing waiver of Section 1542 is an essential and material term of this Agreement, without which said consideration would not have been given. Buyer has been advised by its legal counsel regarding this release and waiver and understands and acknowledges the significance and consequences of this release and waiver of Section 1542. 8. INDEMNITY. Buyer shall, at its sole cost and expense, indemnify, protect, defend and hold the SCE Parties harmless, to the fullest extent permitted by law, from and against any and all Claims (including the payments of damages, both actual and consequential, the payment of penalties and fines, the payment of the actual fees and expenses of experts, attorneys and others, and the payment of the cost of environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remedial work and other "response costs" under CERCLA or any other Environmental Requirements) arising from or in any way connected with: (a) any activities or failures to act in connection with this Agreement by Buyer, its employees, agents, or contractors; or (b) the ownership, possession, use or operation of the Facilities transferred to Buyer from and after the Closing Date; or (c) Potential Environmental Hazards relating to the Facilities or the presence, disposal, dumping, escape, seepage, leakage, spillage, discharge, emission, pumping, emptying, injecting, leaching, pouring, release or threatened release of PCBs or any other Hazardous Substances in connection with the Facilities, to the extent such Hazardous Substances were present or affecting the Facilities and/or in, on, or about the Land as of the Closing Date; or (d) the failure of the Facilities to comply with any Applicable Requirements following the Closing Date; or (e) Buyer's breach of any of its obligations under this Agreement. In no event shall Buyer be required to indemnify SCE for any claims to the extent related to the gross negligence or willful misconduct of SCE. If any action or proceeding is brought against any one or more SCE Parties for any Claim against which Buyer is obligated to indemnify or provide a defense hereunder, Buyer, upon written notice from SCE, shall defend the SCE Parties. Buyer's obligation to defend includes the obligation to defend claims and participate in administrative proceedings, even if they are false or fraudulent. The indemnity, defense and other obligations of Buyer in this Section 8 shall survive the termination of this Agreement. Any claim for indemnification for any losses connected with any Claims subject to this Section Page 13 of 18 25G-17 will be reduced by any amount that SCE receives from any insurance policy regarding those losses. 9. MISCELLANEOUS. 9.1 Time of Essence. Time is of the essence of this Agreement and each and every provision hereof. 9.2 Force Majeure. Except for the payment of money when due, performance by either Party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to force majeure events beyond the control of such Party, including, without limitation, war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, government imposed moratorium legislation, actions of failures to act by any regulatory authority with jurisdiction over SCE (including the CPUC), freight embargoes, lack of transportation, weather -caused delays, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, that are not attributable to the fault of the Party claiming an extension of time. An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided, however, that the Party claiming the existence of the delay first provides the other party with written notice of the occurrence of the delay, within ten (10) days of the commencement of such occurrence of a force majeure event and, thereafter, takes prompt and reasonable action within its control to remedy such force majeure event. 9.3 Further Assurances. Each Party hereto agrees to execute and deliver to the other Party such further documents or instruments as may be necessary or appropriate in order to carry out the intentions of the Parties as contained in this Agreement. 9.4 Binding Effect: Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, successors and assigns of the Parties hereto. Notwithstanding the foregoing, Buyer shall have no right to assign this Agreement or any of its rights or obligations under this Agreement. 9.5 Severabilitv. If any provision of this Agreement shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Agreement and the provisions of this Agreement are intended to be and shall be severable. 9.6 Survival. The covenants, agreements, obligations, indemnities and releases contained in Sections 3A, 5 6.3 6.4 6 5 7 and 8 of this Agreement shall survive the termination of this Agreement. Page 14 of 18 25G-18 9.7 Governing Laws. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without reference to its conflicts of laws provisions. 9.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.9 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be either personally delivered or transmitted by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier, such as FedEx or Airborne Express, addressed to the Parties as follows: If to SCE: Manager of Streetlights Attention: John King Southern California Edison 6042 A Irwindale Ave, Irwindale CA 91702 If to Buyer: City of Santa Ana Attn: Tyrone Chesanek, P.E. Principal Civil Engineer Construction Engineering Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 The date of any notice or communication shall be deemed to be the date of receipt if delivered personally, or the date of the receipt or refusal of delivery if transmitted by mail or overnight courier. Any Party may change its address for notice by giving notice to the other Party in accordance with this Section 9.9. 9.10 Limitation on Liability. Buyer expressly agrees that the obligations and liabilities of SCE under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, stockholders or other principals or representatives of SCE. SCE expressly agrees that the obligations and liabilities of Buyer under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, stockholders or other principals or representatives of Buyer. The limitations contained in this Section 9.10 shall survive the termination of this Agreement. 9.11 Exhibits. The following Exhibits are attached hereto and incorporated by reference into this Agreement. Page 15 of 18 25G-19 Exhibit A Description of the Facilities Exhibit B Form of Bill of Sale Exhibit C Inventory Inspection Activities Exhibit D SCE Communications Equipment Exhibit E Pole Attachment License Agreement 9.12 Dispute Resolution. In the event any dispute arises concerning the enforcement and/or interpretation of this Agreement, the Parties agree to attempt initially to settle such claims or disputes in good faith between themselves. Said obligation to discuss settlement of such claims or disputes shall be initiated by written notice of such claim or dispute. Should the Parties not settle such claims or disputes within thirty (30) days of the date of mailing of such notice or within such additional time period to which the Parties agree in writing (the "Negotiation Period"), the Parties may mutually agree to submit any such claim or dispute to mediation. in such case, the Parties will select an independent mediator within thirty (30) days of the expiration of the Negotiation Period (the "Selection Period"), either by mutual agreement or, in the absence of agreement on a mediator, by requesting during the Selection Period that the American Arbitration Association in Los Angeles, California appoint a mediator. The mediation shall be commenced within thirty (30) days of the selection of a mediator by the Parties or the American Arbitration Association. Except as provided herein or by written agreement of the Parties, the mediation shall be conducted in Los Angeles pursuant to the rules of the American Arbitration Association. If the Parties are unable to settle the dispute through discussions or in mediation, each Party shall have the right to pursue all of its remedies at law or in equity. The covenants of Buyer and SCE contained in this Section 9.12 shall survive the termination of this Agreement. 9.13 Communications Equipment. Buyer acknowledges that the Facilities have certain SCE -owned and operated radio equipment, used for the collection and relay of data from meters and the collection, relay, and communication with SCE distribution systems, attached to them as identified in Exhibit D ("SCE Communications Equipment"). Concurrently with the Closing Date, Buyer shall grant to SCE a cost-free license to leave in place, operate, maintain, replace and remove any SCE Communications Equipment attached to Facilities purchased by Buyer pursuant to the Pole Attachment License Agreement attached hereto as Exhibit E. 9.15 Interpretation. The language in all parts of this Agreement shall be construed according to its normal and usual meaning and not strictly for or against either SCE or Buyer. The headings of the paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any terms or provisions hereof. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." Page 18 of 18 25G-20 9.16 Authority. Each Party represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by such Party and each person signing this Agreement on its behalf is duly and validly authorized to do so. 9.17 Prior Agreements. This Agreement and the exhibits hereto contain the entire agreement and understating of the Parties relating to the subject matter hereto and shall supersede any prior written or oral agreements or communications between the Parties pertaining to such subject matter. IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed as of the date and year first written above. [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 17 of 18 25G-21 SCE: SOUTHERN CALIFORNIA EDISON, a California corporation By: Greg Ferree Its: VP of Distribution Business Line c CITY OF SANTA ANA, a California charter city and municipal corporation By: Gerardo Monet Acting City Manager ATTEST: Maria D. I-Iuizar Cleric of the Council APPROVED AS TO FORM: Sonia R. 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All capitalized terms not defined in this Bill of Sale shall have the meanings given them in the Agreement. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. This Bill of Sale is executed pursuant to the authorization contained in the order of the California Public Utilities Commission in its Decision No. dated 'and is subject to all the terms and conditions of the Agreement, including the provisions set forth above. Exhibit B-1 25G-171 The parties represent that they are duly authorized to execute this Bill of Sale. SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation By: Greg Ferree VP Distribution Business Line Accepted and Agreed: BUYER: CITY OF SANTA ANA, a California charter city and municipal corporation 0 10prif0 Title: Exhibit B-2 25G-172 25G-173 El cm C B 'd 25G-174 r1 x x x x x x x x x x x x x x a W lF N N —^ a c *' m o a a s o m � a��yy p�p O iJ A Ln C iot on w: a � o a10 o - -' a CL a C P C a:°'P c g a 0�-2N L �' m s• G t s "o a mm ❑n a m La qcJ d •? C 61 CL Q 7 u V � CY S m E ql ,� � L}� � • Qi 'k U N d t 4 fA s.. a m •? 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A B B H 8 8 Q& B& B@ o Q 8 e S&$ S 8 8 uo r 8 £ A £ F £ 25G-176 !! 25G-177 ] )() § § ( § 25G-177 C N E a w N - C X 0 W c E E 0 U 25G-178 o � J N V 7V M M m � O a l-� r*- mco '- Mm aim U) MMMM W w W W F- I-- F- I- W W W W KXK 0C U U U U Z Z Z Z 0000 a 2 2 2 0 = W W w W 0 W W W W DKK 12 [if acncn(ncn N � w W W w U N O I- I` O` O MM V M O c M n C a N N 0 0 Q Q Q Q o Q Q Q a Q ¢¢¢¢ z z z z UI Z'<QQQ U o (n fn (n (n N 0 w C > o U Q w J 0] E W O 2 F - N z U Z 0 O N W @IujW�Z p m 0 0 0 M N M N J J J J J J J J I- N z z z z Z Z Z 0 0 0 0 w W w W N J W J W J W W J aaaa N x=0000 U U U U CD r E o m O o 0 0 X0000 olaaaa .wwww � IK Q� � K _ rn M NNN N N M 25G-178 NO -FEE LIGHT POLE LICENSE AGREEMENT FOR WIRELESS ATTACHMENT BETWEEN THE CITY OF SANTA ANA AND SOUTHERN CALIFORNIA EDISON This No -Fee Light Pole License Agreement ("Agreement") is made as of , 2017 ("Effective Date"), by and between the City Of Santa Ana a California charter city and municipal corporation ("Licensor"), and Southern California Edison Company, a California corporation ("Licensee"), individually "Party" and collectively "Parties." Licensor herein provides Licensee a no -fee license to attach certain wireless communication equipment to light poles that are owned by Licensor and used by Licensor to provide street lighting services to customers. The terms and conditions of this Agreement are as follows: [ 41_01W1o1YY[WLM Terms with the initial letter or letters capitalized, whether in the singular or plural, shall have the following meanings: a. Applicable Requirement: Any law, code, regulation, ordinance, statute or requirement of a governmental or quasi -governmental authority, regulatory agency or any other similar authority with jurisdiction or control over access to or use of the Light Pole, an Attachment, Work on a Light Pole or operation of an Attachment. b. Attachment: SCE -owned and operated radio equipment, and all of its associated ancillary equipment, used for the collection and relay of data from meters and the collection, relay, and communication with SCE distribution systems, identified in Exhibit A hereto. C. Custom Light Pole: A specialized light pole, owned and installed by Licensor and paid for by Licensee, for the purposes of accommodating Licensee's Attachment and for Licensor to provide street lighting services. d. Equipment: All ancillary equipment owned and utilized by Licensee in connection with an Attachment, and installed on third party property. e. Light Pole: A Licensor Light Pole or a Custom Light Pole. f. Licensor Light Pole: A standard light pole owned by Licensor used to provide street lighting services. g. Work: Any work performed by Licensee relating to an Attachment, including the installation, repair, removal or replacement of the Attachment or Equipment. 25G-179 2. TERM The initial term of this Agreement shall be ten (10) years, with automatic renewal terms of three (3) years each, provided, however, that either Party may terminate this Agreement by written notice to the other Party (`Termination Notice") During the initial ten (10) year term the Termination Notice must be given not more than two (2) years and not less than one hundred eighty (180) days prior to the expiration of the initial term. During each subsequent renewal term the Termination Notice must be given not less than two (2) years prior to the expiration of any succeeding term. Upon the issuance of a Termination Notice by either Party, only Licensee's rights to install Future Attachments as described in this Agreement shall terminate, but Licensee's rights under this Agreement with regard to then -installed Attachments and Upgraded Attachments shall not terminate. 3. ATTACHMENTS The installed Attachments are listed in Exhibit A hereto. During the term hereof, Licensee shall have the right (i) to upgrade Attachments to new technology that serves the same purpose as the Attachments listed on Exhibit A (`Upgraded Attachments"), and (ii) to install new Attachments that are not listed in Exhibit A (`Future Attachments"), so long as such Upgraded Attachments and Future Attachments serve the same purpose as the Attachments listed on Exhibit A, are owned exclusively by Licensee and used exclusively for Licensee's benefit and for no third party, and do not interfere in any manner with any then -existing Licensor equipment. All installations of Upgraded Attachments and Future Attachments shall be performed in in a good and workmanlike manner. 4. LICENSEE'S ATTACHMENT RIGHTS Licensee shall have a no -fee license to use the Attachment for its own wireless communications as described herein, and to maintain, remove, repair or replace the Attachments, as described herein (collectively, the "Attachment Rights"). All costs and expenses incurred by Licensee as a result of Licensee's exercise of its Attachment rights hereunder shall be the sole responsibility of Licensee. 5. CONDITIONS AND RESTRICTIONS ON LICENSE RIGHTS In addition to the other terms and conditions of this Agreement, Licensee's exercise of its Attachment Rights shall be subject to the following conditions and restrictions: a. Licensee shall operate its Attachment exclusively for its own and no third party's wireless communication equipment. b. Licensee shall be solely responsible for separately obtaining any electric utility or other services required for operation of its Attachment, if secondary power from the streetlight is inaccessible. C. Licensor shall not be required to modify the Light Pole to accommodate use by the Licensee. 25G-180 d. Licensor shall not install any Equipment for the Licensee, Licensee shall be solely responsible for the installation of any Equipment pursuant to validly -issued permits and approvals. e. Except as set forth in Section 5(f), Licensee's rights regarding Upgraded Attachments and/or Future Attachments shall not interfere with Licensor's municipal operations. If an Attachment made under this Agreement interferes with Licensor's ability to use a Light Pole for any purpose, then Licensor will inform the Licensee and Licensee shall remedy the interference in a reasonably prompt period of time after receiving notice of the interference from Licensor. f. Licensor shall not install any devices that interfere with Licensee's then - existing Attachment, and Licensor shall not allow third parties to install any devices that interfere with Licensee's then -existing Attachment. If Licensor interferes with Licensee's then -existing wireless communication, then Licensor shall remedy the interference in a reasonably prompt period of time after receiving notice of the interference from Licensee. g. Prior to commencing any work or activity affecting any Light Pole, Licensee shall provide Licensor with not less than five (5) business days prior notice. G4 .14W W:W,K 0-06101 a. Licensee shall be allowed to install Future Attachments at additional locations under this Agreement upon reasonable prior notice to Licensor; provided, however, Licensor may disapprove proposed Future Attachments in the event Licensor reasonably determines the proposed Future Attachments may interfere with any municipal operations or Licensor equipment. Licensee shall provide Licensor the structure number and address or location description where Licensee seeks to install the Attachment. b. Licensee shall use commercially reasonable efforts to perform any Work in a manner which will not cause any interruption of Licensor's street -lighting services or other equipment. C. All Work shall be performed at Licensee's sole risk and cost and shall be performed in a good and workmanlike manner, in compliance with all Applicable Requirements, and Licensee shall indemnify, defend and hold harmless Licensor, its elected officials, staff, directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising out of or pertaining to any Work, or any act or failure to act by any of Licensee's employees, agents, or contractors in relation to the Upgraded Attachments and Future Attachments. d. The performance of any Work shall comply with the requirements for such Work as contained in applicable industry standards, specific work requirements imposed by Licensor or a third party, and in any Applicable Requirements associated with the Work. 25G-181 e. Upon written notification from Licensor or a government authority that the Attachment or any Equipment is out of compliance with any Applicable Requirement or is unsafe or hazardous, Licensee shall promptly take whatever actions are necessary to come into full compliance with such Applicable Requirements or to remedy the unsafe or hazardous condition, as the case may be. Notwithstanding any other provision of this Agreement, if at any time, in Licensor's sole judgment, an unsafe or dangerous condition exists, Licensor shall immediately notify Licensee and Licensee shall have twenty-four (24) hours from such notice to remedy the unsafe or dangerous condition. If Licensee does not remedy the unsafe or dangerous condition within such twenty-four (24) hour period, then Licensor may correct such condition and notify Licensee of such correction within three (3) business days. If at any time, in Licensor's sole judgment, an imminent threat to human life or safety exists, Licensor may correct such condition and notify Licensee of such correction within three (3) business days. f. Licensee shall not drill, burn or punch any holes in a Light Pole, without first obtaining written consent from Licensor, which consent shall not be unreasonably withheld. Licensee shall reimburse Licensor for any damage to any Licensor Light Pole in connection with the use, repair, restoration or replacement of a Light Pole by Licensee. g. Licensee shall follow Licensor's established procedures to request Licensor to replace a Licensor Light Pole with a Custom Light Pole, and Licensee shall be solely responsible for all costs of such request and any resulting replacement. 7. REMOVAL OF AN ATTACHMENT FROM A LIGHT POLE a. Licensee may at any time remove an Attachment from any Light Pole in compliance with Applicable Regulations. b. Nothing in this Agreement shall be construed to limit Licensor's rights, at any time, to remove a Light Pole from service or to require Licensee to remove its Attachment from a Light Pole that is being removed from service. In the event Licensor requires Licensee to remove its Attachment from a Light Pole that is being removed from service, then Licensor will notify Licensee ninety (90) days prior to the removal and use reasonable efforts to supply Licensee with an alternative Light Pole for such Attachment. Licensee shall complete removal of its Attachment within ninety (90) days of Licensor's request to do so. C. Whenever Licensee removes an Attachment, Licensee shall restore the Light Pole to its original condition, reasonable wear and tear excepted, except where Licensor notifies Licensee that restoration is unnecessary because the Light Pole is being removed from service or Licensor agrees otherwise in writing. d. When a Light Pole that contains an existing Attachment is relocated or replaced by Licensor, and there is a suitable other location for a new Light Pole or an existing Light Pole which could be used by Licensee for its Attachment, then Licensor and the Licensee may agree that Licensee may so use the other location or Light Pole and amend Exhibit A to reflect the transfer of Licensee's Attachment Rights. Except in emergency situations, Licensor will notify Licensee ninety (90) days prior to relocation or replacement of Light Pole. 25G-182 8. RISK OF LOSS; RESTORATION OR REPAIR OF LIGHT POLE In the event a Light Pole is damaged or destroyed, restoration of Licensor's use of a Light Pole shall take priority over Licensee's restoration of its use; provided, however, that Licensor shall not unreasonably delay Licensee's opportunity to restore the use of its Attachment. Licensor shall permit Licensee to make repairs to restore use of the Attachment, as long as such restoration efforts do not interfere with Licensor's restoration activities. In addition, Licensee shall fully cooperate with Licensor if Licensor performs any repairs or other work on the Light Pole, which work may require a temporary shutdown of Licensee's Attachment. The Licensor shall notify the Licensee at least 48 hours prior to planned repairs that will require a shutdown of the Licensee's Attachment. 9. REGULATORY MATTERS To the extent that this Agreement is subject to the jurisdiction of any regulatory authority, Licensor and Licensee acknowledge that this Agreement may be subject to such changes, modifications or termination as that regulatory authority may direct from time to time in the exercise of its jurisdiction. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY a. Licensee shall indemnify, defend and hold harmless Licensor, its elected officials, staff, directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising from any negligent act or omission by Licensee, or by any of Licensee's employees, agents, or contractors in performing this Agreement. b. Licensor shall indemnify, defend and hold harmless Licensee, its affiliates and each of their directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising from any negligent act or omission by Licensor, or by any of Licensor's employees, agents, or contractors in performing this Agreement. C. The indemnified Party shall promptly notify the indemnifying Party or of the existence of any matters to which indemnifying Party's indemnity obligations apply. Upon demand by indemnified Party, the indemnifying Party shall defend at its own expense with mutually acceptable counsel any such matter; provided that indemnified Party shall at all times also have the right to fully participate in the defense and consent to any settlement or compromise. d. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF THE OTHER PARTY'S CUSTOMERS OR GOOD WILL, OR LOST REVENUE OR PROFITS), FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, ARISING IN ANY MANNER FROM THIS AGREEMENT OR THE PERFORMANCE OR NON -PERFORMANCE OF 25G-183 OBLIGATIONS HEREUNDER, REGARDLESS OF THE CAUSE OR FORESEEABILITY THEREOF. 11. TITLE AND RISK OF LOSS a. Licensor shall have and retain sole and exclusive ownership of all Light Poles, and Licensor's ownership shall not be affected by Licensee's Attachment to the Light Pole. b. Except as otherwise provided for herein, Licensee shall retain its ownership of the Attachment and any Equipment at all times. 12. INSURANCE At all times during the term of this Agreement, Licensee shall maintain and shall require its subcontractors that perform any Work pursuant to this Agreement to maintain insurance coverage as described below: a. Worker's Compensation Insurance with statutory limits, in accordance with the laws of the State of California, and Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000). Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees. b. Comprehensive Bodily Injury and Property Damage Liability Insurance, including owner's and contractor's protective liability, product/completed operations liability, contractual liability and automobile liability, with a combined single limit of not less than two million dollars ($2,000,000) for each occurrence. Such insurance shall (i) name Licensor, its officers, agents, and employees as additional insureds, but only for Licensee's acts or omissions; (ii) be primary for all purposes; and (iii) contain standard cross -liability provisions. Written proof of compliance with the requirements of this Section, consisting of Certificates of Insurance and a copy of the Additional Insured Endorsement to Licensee's insurance policy(s), in a form acceptable to Licensor, shall be provided to and approved by Licensor prior to any Attachment or the installation of any Equipment upon an Light Pole and prior to the expiration of each policy year thereafter. The Certificates of Insurance shall provide that this insurance shall not be terminated, canceled or reduced except on thirty days' prior written notice to Licensor. Failure to provide and maintain such insurance shall constitute a default under this Agreement. 13. REMEDIES IN THE EVENT OF DEFAULT If either Party fails to comply with a material term or condition of this Agreement, the non -breaching party shall provide written notice to the defaulting party of such non-compliance. The breaching party shall then have thirty (30) days (except in the case of health and safety issues or graffiti, which shall require cure within forty- eight (48) hours) from receipt of such notice to reasonably cure such non-compliance. If such a cure is not completed within the thirty (30) day period (or 48 hour period as provided above), or if a cure is not possible within such period and the breaching party 25G-184 has not taken steps to effect such cure, then the non -breaching party may pursue its legal remedies relating to such non-compliance. 14. DISPUTE RESOLUTION a. Except as may otherwise be set forth expressly herein, all disputes arising under this Agreement shall be resolved as set forth in this Section 14. To be eligible for resolution under this Section 14, all disputes concerning payments must be invoked within sixty (60) business days of the payment due date. b. Licensor and Licensee shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between an authorized representative of each of the Parties. Any dispute that cannot be resolved between the authorized representative shall be referred to an officer or designee of Licensee and Licensor. Licensor or Licensee shall give the other Party written notice of any dispute following expiration of the applicable cure period pursuant to Section 13. Within twenty (20) business days after delivery of such notice, the designated parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the first meeting, the Parties will consider and decide whether the dispute should be submitted to JAMS, or its successor, for mediation. C. All negotiations and any mediation conducted pursuant to this Section 18 shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1152.5 of the California Evidence Code shall apply, which section is incorporated in this Agreement by reference. d. Notwithstanding the foregoing provisions, either Licensor or Licensee may seek immediate equitable relief, a preliminary injunction or other provisional judicial remedy. e. Licensor and Licensee shall continue to perform their obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. E. If Licensor and Licensee, after good faith efforts to resolve a dispute under the terms of this Agreement (as provided in Subpart b above), cannot agree to a resolution of the dispute, either party may pursue whatever legal remedies may be available to such party, at law or in equity, before a court of competent jurisdiction and with venue in Los Angeles County, California. 15. TAXES AND LIENS Licensee shall pay when due any and all taxes or assessment resulting from any Attachment on any Light Pole including, but not limited to, special assessments and governmental fees of any kind whatsoever which may be levied or assessed upon any personal property which Licensee has caused to be placed or maintained upon Licensor's facilities, or against Licensee's business and shall keep Licensor's property and facilities, including any Light Pslgree fr all liens, including but not limited to mechanics liens, and encumbrances by reason of the use, occupancy, or maintenance of Licensor's facilities or property by Licensee or by any person claiming under Licensee. It is further agreed that in the event Licensee fails to pay the above- mentioned taxes, assessments, or liens when due, Licensor shall have the right to pay the same and invoice Licensee for the amount thereof and Licensee shall pay the same upon demand together with interest at the maximum rate allowed by law from the date of such expenditure by Licensor. 16. NOTICES Notices hereunder must be in writing and transmitted by United States mail or by personal delivery to Licensor. Such notices shall be deemed given: (a) upon receipt in the case of personal delivery or confirmed facsimile transmittal; (b) two (2) days after it is sent by certified mail, with a return receipt requested, (c) three (3) days after deposit in the mail, or the next day in the event of overnight delivery. If to Licensor: City of Santa Ana Attention: Tyrone Chesanek, P.E. 20 Civic Center Plaza Santa, CA 92701 Southern California Edison If to Licensee: Manager of Streetlights Attention: John King 6042 A Irwindale Ave, Irwindale CA 91702 17. DISCLAIMER LICENSOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE SUITABILITY OR CONDITION OF ANY LIGHT POLE. FURTHERMORE, IT IS SPECIFICALLY UNDERSTOOD AND HEREBY ACKNOWLEDGED BY LICENSEE THAT ANY LIGHT POLE MADE AVAILABLE HEREUNDER, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, WILL BE PROVIDED BY LICENSOR ONLY ON AN "AS -IS" BASIS AND WITHOUT ANY WARRANTY BY LICENSOR ABOUT THE CONDITION OF THE LIGHT POLE OR ITS SUITABILITY FOR LICENSEE'S PURPOSES. FURTHER, LICENSEE'S RIGHTS HEREUNDER SHALL BE SUBORDINATE TO LICENSOR'S USE OF THE LIGHT POLE FOR MUNICIPAL SERVICES. 18. GENERAL PROVISIONS a. California Law. This Agreement, and performance pursuant to it, shall be governed, interpreted, construed, and regulated by the laws of the State of California, without reference to its conflicts of laws provisions. 25G-186 b. Assignment. Neither Party may assign, transfer, sublease, or sublet any right, obligation, or privilege given to it hereunder without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto. c. Interpretation. The language of each part of this Agreement shall be construed simply and according to its fair meaning, and shall never be construed either for or against either Party, regardless of which Party may have drafted the provision. d. Nature of Rights. Nothing in this Agreement shall preclude Licensor from granting any third -party permission to use available capacity on a Light Pole in ways that do not interfere with the rights granted to Licensee under this Agreement. e. Invaliditv of Provisions. To the extent that any terms or provisions of this Agreement shall be finally determined by a court of competent jurisdiction to be invalid, (i) such invalidity shall not affect, release or modify any other terms or provisions, and (ii) in lieu of each such provision which is invalid, illegal or unenforceable, there shall be substituted or added as part of this Agreement a legal, valid and enforceable provision which shall be selected to be as similar as possible, in achieving the economic and business objectives of the Parties, to such illegal, invalid or unenforceable provision. f. Waiver. The failure of either Party to enforce any provision of this Agreement or the waiver thereof in any instance, including but not limited to the right to terminate, shall not be construed as a general waiver or relinquishment on its part of any such provision but the same shall nevertheless be and remain in full force and effect. g. Incorporation Clause. This Agreement, including attached Exhibits, incorporate all the covenants and understandings between Licensor and Licensee regarding the subject matter of this Agreement. No other verbal agreements or understandings exist between the Parties nor shall any be binding upon either Licensor or Licensee unless reduced to writing and signed by the Parties. Any addition, variation or modification to this or any other Agreement shall be ineffective unless made in writing and signed by the Parties. h. Radio Frequency Emission ("RFE") Compliance. Licensee shall be responsible, at its sole cost and expense, for ensuring compliance with all regulations relating to RFE. Licensor will cooperate with Licensee, where possible, to allow Licensee to place required signage on a Light Pole where this is necessary to comply with RFE regulations. In addition, Licensee shall use its best efforts to minimize the RFE impact on health of workers and on future uses of the Light Pole. i. Exhibits. Exhibits referenced herein are incorporated by said reference. Licensee shall provide any updates of Exhibit A to Licensor within thirty (30) days of Licensor's written request, delivered pursuant to Section 16 of this Agreement, but not more often than once each calendar quarter. Specifically included as exhibits to this Agreement hereto are: Exhibit A: List of Inst gdg ttents j. Confidentiality. Notwithstanding any language to the contrary in any applicable non -disclosure or confidentiality agreement between the Parties, Licensor may, without the prior consent of the Licensee, provide confidential or proprietary information related to this Agreement to a governmental or regulatory entity that requests such information. 25G-188 SIGNATURES By signing below, the signatories hereto represent and warrant that they have been duly authorized to sign this Agreement on behalf of the Party for whom they sign. CITY OF SANTA ANA SOUTHERN CALIFORNIA EDISON a Municipal corporation COMPANY, a California corporation By: By: Print Gerardo Mouet Name: Greg Ferree Name: Title: Acting City Manager Title: Vice President Distribution Business Line Date: Date ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho to John Funk Assist City Attorney 25G-189 25G-190 Exhibit 2. NO -FEE LIGHT POLE LICENSE AGREEMENT FOR WIRELESS ATTACHMENT BETIArEEN THE CITY OF SANTA ANA AND SOUTHERN CALIFORNIA EDISON This No -Fee Light Pole License Agreement ("Agreement") is made as of , 2017 ("Effective Date"), by and between the City Of Santa Ana a California charter city and municipal corporation ("Licensor"), and Southern California Edison Company, a California corporation ("Licensee"), individually "Party" and collectively "Parties." Licensor herein provides Licensee a no -fee license to attach certain wireless communication equipment to light poles that are owned by Licensor and used by Licensor to provide street lighting services to customers. The terms and conditions of this Agreement are as follows: 1. DEFINITIONS Terms with the initial letter or letters capitalized, whether in the singular or plural, shall have the following meanings: a. Applicable Requirement: Any law, code, regulation, ordinance, statute or requirement of a governmental or quasi -governmental authority, regulatory agency or any other similar authority with jurisdiction or control over access to or use of the Light Pole, an Attachment, Work on a Light Pole or operation of an Attachment. b. Attachment: SCE -owned and operated radio equipment, and all of its associated ancillary equipment, used for the collection and relay of data from meters and the collection, relay, and communication with SCE distribution systems, identified in Exhibit A hereto. C. Custom Lieht Pole: A specialized light pole, owned and installed by Licensor and paid for by Licensee, for the purposes of accommodating Licensee's Attachment and for Licensor to provide street lighting services. d. E,_quipment: All ancillary equipment owned and utilized by Licensee in connection with an Attachment, and installed on third party property. Light Pole: A Licensor Light Pole or a Custom Light Pole. f. Licensor Light Pole: A standard light pole owned by Licensor used to provide street lighting services. g. Work: Any work performed by Licensee relating to an Attachment, including the installation, repair, removal or replacement of the Attachment of Equipment. 25G-191 2. TERM The initial term of this Agreement shall be ten (10) years, with automatic renewal terms of three (3) years each, provided, however, that either Party may terminate this Agreement by written notice to the other Party ("Termination Notice"). During the initial ten (10) year term the Termination Notice must be given not more than two (2) years and not less than one hundred eighty (180) days prior to the expiration of the initial term. During each subsequent renewal term the Termination Notice must be given not less than two (2) years prior to the expiration of any succeeding term, Upon the issuance of a Termination Notice by either Party, only Licensee's rights to install Future Attachments as described in this Agreement shall terminate, but Licensee's rights under this Agreement with regard to then -installed Attachments and Upgraded Attachments shall not terminate. 3. ATTACHMENTS The installed Attachments are listed in Exhibit A hereto. During the term hereof, Licensee shall have the right (i) to upgrade Attachments to new technology that serves the same purpose as the Attachments listed on Exhibit A ("Upgraded Attachments"), and (ii) to install new Attachments that are not listed in Exhibit A (`Future Attachments"), so long as such Upgraded Attachments and Future Attachments serve the same purpose as the Attachments listed on Exhibit A, are owned exclusively by Licensee and used exclusively for Licensee's benefit and for no third party, and do not interfere in any manner with any then -existing Licensor equipment. All installations of Upgraded Attachments and Future Attachments shall be performed in in a good and workmanlike manner. 4. LICENSEE'S ATTACHMENT RIGHTS Licensee shall have a no -fee license to use the Attachment for its own wireless communications as described herein, and to maintain, remove, repair or replace the Attachments, as described herein (collectively, the "Attachment, Rights"). All costs and expenses incurred by Licensee as a result of Licensee's exercise of its Attachment rights hereunder shall be the sole responsibility of Licensee. 5, CONDITIONS AND RESTRICTIONS ON LICENSE RIGHTS In addition to the other terms and conditions of this Agreement, Licensee's exercise of its Attachment Rights shall be subject to the following conditions and restrictions: a. Licensee shall operate its Attachment exclusively for its own and no third party's wireless communication equipment. b- Licensee shall be solely responsible for separately obtaining any electric utility or other services required for operation of its Attachment, if secondary power from the streetlight is inaccessible. c. Licensor shall not be required to modify the Light, Pole to accommodate use by the Licensee. 25G-192 d. Licensor shall not install any Equipment for the Licensee, Licensee shall be solely responsible for the installation of any Equipment pursuant to validly -issued permits and approvals. e. Except as set forth in Section 5(t), Licensee's rights regarding Upgraded Attachments and/or Future Attachments shall not interfere with Licensor's municipal operations. If an Attachment made under this Agreement interferes with Licensor's ability to use a Light Pole for any purpose, then Licensor will inform the Licensee and Licensee shall remedy the interference in a reasonably prompt period of time after receiving notice of the interference from Licensor. f. Licensor shall not install any devices that interfere with Licensee's then - existing Attachment, and Licensor shall not allow third parties to install any devices that interfere with Licensee's then -existing Attachment. If Licensor interferes with Licensee's then -existing wireless communication, then Licensor shall remedy the interference in a reasonably prompt period of time after receiving notice of the interference from Licensee. g. Prior to commencing any work or activity affecting any Light Pole, Licensee shall provide Licensor with not less than five (5) business days prior notice. ,��4ATllI:�N31�1a1► a. Licensee shall be allowed to install Future Attachments at additional locations under this Agreement upon reasonable prior notice to Licensor; provided, however, Licensor may disapprove proposed Future Attachments in the event Licensor reasonably determines the proposed Future Attachments may interfere with any municipal operations or Licensor equipment. Licensee shall provide Licensor the structure number and address or location description where Licensee seeks to install the Attachment. b. Licensee shall use commercially reasonable efforts to perform any Work in a manner which will not cause any interruption of Licensor's street -lighting services or other equipment. C. All Work shall be performed at Licensee's sole risk and cost and shall be performed in a good and workmanlike manner, in compliance with all Applicable Requirements, and Licensee shall indemnify, defend and hold harmless Licensor, its elected officials, staff, directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising out of or pertaining to any Work, or any act or failure to act by any of Licensee's employees, agents, or contractors in relation to the Upgraded Attachments and Future Attachments. d. The performance of any Work shall comply with the requirements for such Work as contained in applicable industry standards, specific work requirements imposed by Licensor or a third party, and in any Applicable Requirements associated with the Work. 25G-193 e. Upon written notification from Licensor or a government authority that the Attachment or any Equipment is out of compliance with any Applicable Requirement or is unsafe or hazardous, Licensee shall promptly take whatever actions are necessary to come into full compliance with such Applicable Requirements or to remedy the unsafe or hazardous condition, as the case may be. Notwithstanding any other provision of this Agreement, if at any time, in Licensor's sole judgment, an unsafe or dangerous condition exists, Licensor shall immediately notify Licensee and Licensee shall have twenty-four (24) hours from such notice to remedy the unsafe or dangerous condition. If Licensee does not remedy the unsafe or dangerous condition within such twenty-four (24) hour period, then Licensor may correct such condition and notify Licensee of such correction within three (3) business days. If at any time, in Licensor's sole judgment, an imminent threat to human life or safety exists, Licensor may correct such condition and notify Licensee of such correction within three (3) business days. f. Licensee shall not drill, burn or punch any holes in a Light Pole, without first obtaining written consent from Licensor, which consent shall not be unreasonably withheld. Licensee shall reimburse Licensor for any damage to any Licensor Light Pole in connection with the use, repair, restoration or replacement of a Light Pole by Licensee. g. Licensee shall. follow Licensor's established procedures to request Licensor to replace a Licensor Light Pole with a Custom Light Pole, and Licensee shall be solely responsible for all costs of such request and any resulting replacement. i. REMOVAL OF AN ATTACHMENT FROM A LIGHT POLE a. Licensee may at any time remove an Attachment from any Light .Pole in compliance with Applicable Regulations. b. Nothing in this Agreement shall be construed to limit Licensor's rights, at any time, to remove a Light Pole from service or to require Licensee to remove its Attachment from a Light Pole that is being removed from service. In the event Licensor requires Licensee to remove its Attachment from a Light Pole that is being removed from service, then Licensor will notify Licensee ninety (90) days prior to the removal and use reasonable efforts to supply Licensee with an alternative Light Pole for such Attachment. Licensee shall complete removal of its Attachment within ninety (90) days of Licensor's request to do so. C. Whenever Licensee removes an Attachment, Licensee shall restore the Light Pole to its original condition, reasonable wear and tear excepted, except where Licensor notifies Licensee that restoration is unnecessary because the Light Pole is being removed from service or Licensor agrees otherwise in writing. d. When a Light Pole that contains an existing Attachment is relocated or replaced by Licensor, and there is a suitable other location for a new Light Pole or an existing Light Pole which could be used by Licensee for its Attachment, then Licensor and the Licensee may agree that Licensee may so use the other location or Light Pole and amend Exhibit A to reflect. the transfer of Licensee's Attachment Rights, Except in emergency situations, Licensor will notify Licensee ninety (90) days prior to relocation or replacement of Light Pole. 25G-194 8. RISK OF LOSS; RESTORATION OR REPAIR OF LIGHT POLE In the event a Light Pole is damaged or destroyed, restoration of Licensor's use of a Light Pole shall take priority over Licensee's restoration of its use; provided, however, that Licensor shall not unreasonably delay Licensee's opportunity to restore the use of its Attachment. Licensor shall permit Licensee to make repairs to restore use of the Attachment, as long as such restoration efforts do not interfere with Licensor's restoration activities. In addition, Licensee shall fully cooperate with Licensor if Licensor performs any repairs or other work on the Light Pole, which work may require a temporary shutdown of Licensee's Attachment. The Licensor shall notify the Licensee at least 48 hours prior to planned repairs that will require a shutdown of the Licensee's Attachment, 9. REGULATORY MATTERS To the extent that this Agreement is subject to the jurisdiction of any regulatory authority, Licensor and Licensee acknowledge that this Agreement may be subject to such changes, modifications or termination as that regulatory authority may direct from time to time in the exercise of its jurisdiction. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY a. Licensee shall indemnify, defend and hold harmless Licensor, its elected officials, staff, directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising from any negligent act or omission by Licensee, or by any of Licensee's employees, agents, or contractors in performing this Agreement. b. Licensor shall indemnify, defend and hold harmless Licensee, its affiliates and each of their directors, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, to the extent arising from any negligent act or omission by Licensor, or by any of Licensor's employees, agents, or contractors in performing this Agreement. C. The indemnified Party shall promptly notify the indemnifying Party or of the existence of any matters to which indemnifying Party's indemnity obligations apply. Upon demand by indemnified Party, the indemnifying Party shall defend at its own expense with mutually acceptable counsel any such matter; provided that indemnified Party shall at all times also have the right to fully participate in the defense and consent to any settlement or compromise. d. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF THE OTHER PARTY'S CUSTOMERS OR GOOD WILL, OR LOST REVENUE OR PROFITS), FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, ARISING IN ANY MANNER FROM THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF 25G-195 OBLIGATIONS HEREUNDER, REGARDLESS OF THE CAUSE OR FORESEEABILITY THEREOF. 11. TITLE AND RISK OF LOSS a. Licensor shall have and retain sole and exclusive ownership of all Light Poles, and Licensor's ownership shall not be affected by Licensee's Attachment to the Light Pole. b. Except as otherwise provided for herein, Licensee shall retain its ownership of the Attachment and any Equipment at all times. 12. INSURANCE At all times during the term of this Agreement, Licensee shall maintain and shall require its subcontractors that perform any Work pursuant to this Agreement to maintain insurance coverage as described below: a. Worker's Compensation Insurance with statutory limits, in accordance with the laws of the State of California, and Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000). Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees. b. Comprehensive Bodily Injury and Property Damage Liability Insurance, including owner's and contractor's protective liability, product/completed operations liability, contractual liability and automobile liability, with a combined single limit of not less than two million dollars ($2,000,000) for each occurrence. Such insurance shall (i) name Licensor, its officers, agents, and employees as additional insureds, but only for Licensee's acts or omissions; (ii) be. primary for all purposes; and (iii) contain standard cross -liability provisions. Written proof of compliance with the requirements of this Section, consisting of Certificates of Insurance and a copy of the Additional Insured Endorsement to Licensee's insurance policy(s), in a form acceptable to Licensor, shall be provided to and approved by Licensor prior to any Attachment or the installation of any Equipment upon an Light Pole and prior to the expiration of each policy year thereafter. The Certificates of Insurance shall provide that this insurance shall not be terminated, canceled or reduced except on thirty days' prior written notice to Licensor. Failure to provide and maintain such insurance shall constitute a default under this Agreement. 13. REMEDIES IN THE EVENT OF DEFAULT If either Party fails to comply with a material term or condition of this Agreement, the non -breaching party shall provide written notice to the defaulting party of such non-compliance. The breaching party shall then have thirty (30) days (except in the case of health and safety issues or graffiti, which shall require cure within forty- eight (48) hours) from receipt of such notice to reasonably cure such non-compliance. If such a cure is not completed within the thirty (30) day period. (or 48 hour period as provided above), or if a cure is not possible within such period and the breaching party 25G-196 has not taken steps to effect such cure, then the non -breaching party may pursue its legal remedies relating to such non-compliance. 14. DISPUTE RESOLUTION a. Except as may otherwise be set forth expressly herein, all disputes arising under this Agreement shall be resolved as set forth in this Section 14. To be eligible for resolution under this Section 14, all disputes concerning payments must be invoked within sixty (60) business days of the payment due date. b. Licensor and Licensee shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between an authorized representative of each of the Parties. Any dispute that cannot be resolved between the authorized representative shall be referred to an officer or designee of Licensee and Licensor. Licensor or Licensee shall give the other Party written notice of any dispute following expiration of the applicable cure period pursuant to Section 13. Within twenty (20) business days after delivery of such notice, the designated parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the first meeting, the Parties will consider and decide whether the dispute should be submitted to JAMS, or its successor, for mediation. C. All negotiations and any mediation conducted pursuant to this Section 18 shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1152.5 of the California Evidence Code shall apply, which section is incorporated in this Agreement by reference. d. Notwithstanding the foregoing provisions, either Licensor or Licensee may seek immediate equitable relief, a preliminary injunction or other provisional judicial remedy. e. Licensor and Licensee shall continue to perform their obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. f. If Licensor and Licensee, after good faith efforts to resolve a dispute under the terms of this Agreement (as provided in Subpart b above), cannot agree to a resolution of the dispute, either party may pursue whatever legal remedies may be available to such party, at law or in equity, before a court of competent jurisdiction and with venue in Los Angeles County, California. 15. TAXES AND LIENS Licensee shall pay when due any and all taxes or assessment resulting from any Attachment on any Light Pole including, but not limited to, special assessments and governmental fees of any kind whatsoever which may be levied or assessed upon any personal property which ].licensee has caused to be placed or maintained upon Licensor's facilities, or against Licensee's business and shall keep Licensor's property and facilities, including any Light Poles, free from all liens, including but not limited 25G-197 to mechanics liens, and encumbrances by reason of the use, occupancy, or maintenance of Licensor's facilities or property by Licensee or by any person claiming under Licensee. It is further agreed that in the event Licensee fails to pay the above- mentioned taxes, assessments, or liens when due, Licensor shall have the right to pay the same and invoice Licensee for the amount thereof and Licensee shall pay the same upon demand together with interest at the maximum rate allowed by law from the date of such expenditure by Licensor. 16. NOTICES Notices hereunder must be in writing and transmitted by United States mail or by personal delivery to Licensor. Such notices shall be deemed given: (a) upon receipt in the case of personal delivery or confirmed facsimile transmittal; (b) two (2) days after it is sent by certified mail, with a return receipt requested, (c) three (3) days after deposit in the mail, or the next day in the event of overnight delivery. If to Licensor: City of Santa Ana Attention: Tyrone Chesanck, P.E. 20 Civic Center Plaza Santa, CA 92701 Southern California Edison If to hicensee: Manager of Streetlights Attention: John King 6042 A Irwindale Ave, Irwindale CA 91702 17. DISCLAIMER LICENSOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE SUITABILITY OR CONDITION OF ANY LIGHT POLE. FURTHERMORE, IT IS SPECIFICALLY UNDERSTOOD AND HEREBY ACKNOWLEDGED BY LICENSEE THAT ANY LIGHT POLE MADE AVAILABLE HEREUNDER, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, WILL BE PROVIDED BY LICENSOR ONLY ON AN "AS -IS" BASIS AND WITHOUT ANY WARRANTY BY LICENSOR ABOUT THE CONDITION OF THE LIGHT POLE OR ITS SUITABILI'T'Y FOR LICENSEE'S PURPOSES. FURTHER, I..ICENSEE'S RIGHTS HEREUNDER SHALL BE SUBORDINA'T'E TO LICENSOR'S USE OF THE LIGHT POLE FOR MUNICIPAL SERVICES. 1.8. GENERAL PROVISIONS a. California Law. This Agreement, and performance pursuant to it, shall be governed, interpreted, construed, and regulated by the laws of the State of California, without reference to its conflicts of laws provisions. 25G-198 b. Assignment. Neither Party may assign, transfer, sublease, or sublet any right, obligation, or privilege given to it hereunder without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto. c. Interuretation. The language of each part of this Agreement shall be construed simply and according to its fair meaning, and shall never be construed either for or against either Party, regardless of which Party may have drafted the provision. d. Nature of Rights. Nothing in this Agreement shall preclude Licensor from granting any third -party permission to use available capacity on a Light Pole in ways that do not interfere with the rights granted to Licensee under this Agreement. e. Invalidity of Provisions. To the extent that any terms or provisions of this Agreement shall be finally determined by a court of competent jurisdiction to be invalid, (i) such invalidity shall not affect, release or modify any other terms or provisions, and (ii) in lieu of each such provision which is invalid, illegal or unenforceable, there shall be substituted or added as part of this Agreement a legal, valid and enforceable provision which shall be selected to be as similar as possible, in achieving the economic and business objectives of the Parties, to such illegal, invalid or unenforceable provision. f. Waiver. The failure of either Party to enforce any provision of this Agreement or the waiver thereof in any instance, including but not limited to the right to terminate, shall not be construed as a general waiver or relinquishment on its part of any such provision but the same shall nevertheless be and remain in full force acid effect. g. Incorporation Clause. This Agreement, including attached Exhibits, incorporate all the covenants and understandings between Licensor and Licensee regarding the subject matter of this Agreement. No other verbal agreements or understandings exist between the Parties nor shall any be binding upon either Licensor or Licensee unless reduced to writing and signed by the Parties. Any addition, variation or modification to this or any other Agreement shall be ineffective unless made in writing and signed by the Parties. h. Radio Frequency Emission ("RFE") Compliance. Licensee shall be responsible, at its sole cost and expense, for ensuring compliance with all regulations relating to RFE. Licensor will cooperate with Licensee, where possible, to allow Licensee to place required signage on a Light Pole where this is necessary to comply with RFE regulations. In addition, Licensee shall use its best efforts to minimize the RFE impact on health of workers and on future uses of the Light Pole. i. Exhibits. Exhibits referenced herein are incorporated by said reference. Licensee shall provide any updates of Exhibit A to Licensor within thirty (30) days of Licensor's written request, delivered pursuant to Section 16 of this Agreement, but not more often than once each calendar quarter. Specifically included as exhibits to this Agreement hereto are: Exhibit A: List of Installed Attachments 25G-199 j. Confidentiality. Notwithstanding any language to the contrary in any applicable non -disclosure or confidentiality agreement between the Parties, Licensor may, without the prior consent of the Licensee, provide confidential or proprietary information related to this Agreement to a governmental or regulatory entity that requests such information. 25G-200 SIGNATURES By signing below, the signatories hereto represent and warrant that they have been duly authorized to sign this Agreement on behalf of the Party for whom they sign. CITY OF SANTA ANA a Municipal corporation By: Print Gerardo Mouet Name: Title: Acting City Manager Date: ATTEST: Maria. D. Huizar �T Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho By: Qt4714,� JW Funk Assist City Attorney SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation By: Name: Grea Ferree Title: Vice President Distribution Business Date: 25G-201 25G-202 Exhibit 3 jmf2/15117 RESOLUTION NO. 2017-007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF THE PUBLIC WORKS AGENCY TO PURSUE CALIFORNIA PUBLIC UTILITIES COMMISSION APPROVAL TO PURCHASE APPROXIMATELY 7,800 STREETLIGHTS FROM SOUTHERN CALIFORNIA EDISON; SUBJECT TO FURTHER APPROVAL BY THE CITY COUNCIL OF A PURCHASE AND SALE AGREEMENT BETWEEN THE PARTIES WHEREAS, Southern California Edison (SCE) currently owns Eleven Thousand, Three Hundred Seventy Three (11,373) LS -1 electric streetlight facilities located in the City of Santa Ana; and WHEREAS, the City has expressed a desire to purchase approximately Seven Thousand, Eight Hundred Seventeen (7,817) of these streetlights from SCE; and WHEREAS, SCE is willing to sell the streetlight system to the City, on the terms and conditions set forth In a proposed Purchase and Sale Agreement that has been prepared by the City and will be subject to separate approval by the City Council; and WHEREAS, on August 4, 2015, the City Council engaged Tanko Lighting to conduct a feasibility study that verified the value of the streetlights to be $3.7 million, and which estimates the cost to upgrade the streetlights to LED lamps, to Install controllers, to repair or replace deficient streetlight poles, and to design the streetlight system to adjust over/under lit areas at $8A million, resulting in a total one-time cost to purchase and upgrade the streetiight system of approximately $12.3 million; and WHEREAS, by taking ownership of the 7,817 streetlights, the City will have the opportunity to lower costs, improve operations, and enhance services provided by the streetlights to both the residents and visitors of Santa Ana, resulting in modernized streetlights utilizing energy efficient LED fixtures which will significantly reduce energy and maintenance costs; and WHEREAS, financing the acquisition of the streetlights would Incur an annual maintenance cost of approximately $100,000, but with the upgrade to LED lamps and its annual energy consumption savings of approximately $1 million, results in an annual net savings of $900,000; and WHEREAS, this purchase is subject to approval by the California Public Utilities Commission and must follow procedures established by the CPUC, including a detailed appraisal of the existing SCE -owned streetlight system based on a value set by the Replacement -Cost -New -I ess-Depreclation method; and Resolution No. 2017.007 Page 1 of 3 25G-203 WHEREAS, with approval of this Resolution, the proposed Purchase and Sale Agreement will be forwarded to the CPUC for review as part of Its approval process; and WHEREAS, following the purchase of the streetlights by the City, the parties intend to enter into a separate agreement granting a no -fee license to Southern California Edison to attach certain wireless communication equipment owned and operated by SCE to City -owned streetlights. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows! Section 1. City staff is authorized to seek approval of the transaction by the CPUC to proceed with the purchase of approximately 7,800 streetilghts from Southern California Edison; subect to future City Council approval of a Purohase and Sale Agreement between the parties. Section 2. City staff is authorized to forward) the proposed Purchase and Sale Agreement to the CPUC for review as part of the CPUC's approval process. Section 3. City staff is authorized to issue a Request for Proposals to engage a financial advisor to examine available financial programs to fund the purchase and retrofitting of the acquired streetlight. system. Section 4. Upon approval by the CPUC, the financial model and options will be presented to the City Council for further consideration and direction. Section 5, The City will not be committed to the purchase until the terms of the agreement are finalized, the CPUC approves the transaction, and the City Council approves the financial model and Purchase and Sale Agreement, Section 5, This Resolution shall take effect immediately upon its adoption by the City Council, and the CGerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 21� day of February, 2017. Resolution No. 2017-007 Page 2 of 3 25G-204 jmf 2/15/17 APPROVED AS TO FORM: Sonia R, Carvalho, City Attorney By; Dat 11 Jo✓`hr M. Funk Assistant City Attorney AYES: Councilmembers Benavides Martinez, Pulido, Sarmiento Solorio, Tinalero Villages (7) NOES. Councilmembers None (0)____ ABSTAIN: Councllmembers None (0) NOT PRESENT: Councitmembers None (0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2017-007 to be the original resolution adopted by the City Council of the City of Santa Ana on February 21, 2017, Date: 1311 ?'4? r .� �(Gv,' ,: �. ✓,� 6 Maria D. Huizar G Clerk of the Council City of Santa Ana RBSOlutlan No. 2017-007 Page 3 of 3 25G-205 25G-206 Exhibit 4 COST TO PURCHASE AND UPGRADE THE STREETLIGHT SYSTEM Purchase Required System Upgrades LED Conversion Lighting Controllers Repair/Replace Replacement of Deficient Poles Total Cost $2.5 million $1.6 million $4.5 million $8.6 million 25G-207 $3.7 million $8.6 million $12.3 million 25G-208 EXHIBIT 5 APPRAISAL September 29, 2015 ' OuewiieW of the"Total LS-15treetlight System Type Qty Type Overhead Underground Non -Wood 7,388 65% 3,343 4,045 Wood 3,985 35% 3,973 12 11,373 100% 7,316 4,057 Subtotal $3,444,612 64% 36% 1950-1959 2,244 1960-1969 2,700 1970.1979 2,571 1980-1989 1,660 1990-1999 873 2000-2009 1,075 2010 -present. 250 `�l���i�'•�ut?iYs bfr�h� o �ektle ' ;-�4 `$�? 91it;5ystem. QtY,. RCNto Marbelite (Concrete) 5,142 $1,949,955 Steel 2,204 $468,488 " Wood 471 $451,065 Total: 7,817 $2,869,508 Ad Hoc Replacements $507,598 Additional Fixtures / 8Items $67,507 Subtotal $3,444,612 Transition Cost $234,510 Valuation Price $3,679,122 "Note: 12%of Wood Poles are sellable (streetlights attached to distribution poles or shared poles are excluded) Ad Hoc Replacements represent poles replaced without developer's contribution B Items include other asset components relevant to the sale (Le, riser poles, insulators, down guy, etc.) Tax Neutral Adjustment is needed to recover any tax implication Transition Cost is the severance cost to transfer ownership of the asset 25G-209 25G-210 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT WITH DIGITAL MAP PRODUCTS FOR GEOGRAPHIC INFORMATION SYSTEM DATA SERVICES (STRATEGIC PLAN NO. 6, 1G) /ITY11 NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _..T6 _0, ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Digital Map Products to provide and maintain landbase data, digital orthophotography, and access to a cloud - based map -viewing application, for the three-year term beginning April 16, 2017, and ending April 15, 2020, with the option to extend for an additional two-year term exercisable by the City Manager and the City Attorney, in an amount not to exceed $100,000 in the first year and $85,000 per year subsequent years of the agreement, for a total amount not to exceed $440,000, including the optional extension, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency uses a Geographical Information System (GIS), a computerized database management system for storage, management, analysis, and display of geographic data. Effective GIS systems require landbase data such as right-of-way, street centerlines, street names, and parcel ownership data must be on the system and must be continuously updated. The City also licenses digital orthophotography (an aerial photograph of the city), which is a computerized image of the city used for viewing and producing various maps. These digital images, along with many layers of data and maps, are available on the City's intranet and are valuable for population analysis, assisting with permit processing, engineering project design, emergency response planning, and historical references. A Digital Terrain Model (DTM) is a computerized reference file that provides precise elevation information for all areas of the City. This file can be used in storm drain analysis and is also useful in water modeling applications. This agreement will allow the City to receive an updated DTM during the first year for an additional cost. The City currently has access to a cloud -based GIS map viewer application, which allows the City to provide spatially related information to all city employees and the public such as zoning, land 25H-1 Agreement with Digital Map Products for GIS Data Services April 4, 2017 Page 2 use, and trash pickup for parcels located within the city. Using the cloud -based application also allows the City to save money by reducing the need to acquire and maintain internal hardware. The City has maintained an agreement for GIS data and services with Digital Map Products since 1997 (Exhibit 1). Because of this long history, the Public Works Agency determined that issuing an RFP and allowing new vendors to submit proposals would ensure that the City was receiving the best quality and value for the GIS data and services. On January 4, 2017, a Request for Proposals (RFP) was posted on the City's website seeking qualified firms to provide these GIS data and services (Exhibit 2). In order to maximize the potential responses, the RFP was split into three separate proposal options: • Option 1 - Provide the City with access to a cloud -based GIS map viewer. • Option 2 - Provide the City with access to high-resolution digital Orthophotography and DTM. • Option 3 - Provide the City with updated landbase and tax roll information. Eight firms submitted proposals, which were evaluated by PWA and PBA staff. The ranking criteria included the firm's experience and capabilities, project teams, and approaches to fulfilling the requirements of the RFP in relation to the proposal option(s) the firm selected. The proposal review committee evaluated and ranked the proposals. Proposers 1st 2nd 3rd Option 1 Digital Map Products 94.7 Timmons 69 Nobel 66 Digital Map Option 2 Products Tetra Tech Timmons 94.3 85 77.3 Digital Map Option 3 Products Timmons Quantum 94.7 84.3 81.3 Based on the results of the RFP process, the proposal review committee is recommending entering into an agreement with Digital Map Products to provide geographic information system services and data (Exhibit 3). 25H-2 Agreement with Digital Map Products for GIS Data Services April 4, 2017 Page 3 Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The annual cost for the first year of the agreement is $100,000. Funds in the amount of $100,000 have been budgeted and are available for expenditure in FY 2016/17 in the Public Works Admin Services fund, in the Contract Services -Professional account (No. 10117601-62300). Funds in the amount of $85,000 annually will be allocated in the budgets for the remaining agreement term (FY 2017/18 and FY 2018/19) and for the optional two-year extension (FY 2019/20 and FY 2020/21) as needed, in the same account. Public Works Admin Services $100,000 (No. 10117601-62300) i Prd Mousavipour Executive Director Public Works Agency 4 Ja c Ciulla ClMef Technology Innovations Officer Information Technology Department FM/MLM/tb $85,000 $85,000 $85,000 $85,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement with Digital Map Products (A-2012-078) 2. Request for Proposals for Geographic Information Systems Services & Data 3. Consultant Agreement with Digital Map Products 25H-3 25H-4 ...new1 .1. 1 1.N- WOR K ....N- WCRK MAY PROCEED UNTIL INSURANCE EXPIRES 7-P-6-/2 CLERK OF COUNCIL DATE. �A� 111 DIGITAL IAP' 18831 Von Karman Avenue Suite 200 Irvine, CA 92614 Address & Contact Information Customer: City of Santa Ana Contact Name: Ted Cable Billing email: TCable@santa-ana.org Billing Phone: Terms and Conditions A-2012-078 Agreement No. 04012012001 Proposed by: 9irn Skurzynski Silt To: 20 Civic Center Plaza Santa Ana, CA 92701 Effective Date: Apol 16, 2012 Payment Method: Check Contract End bate: Apol 15, 2017 Payment Terms: Net 30 Billing Method: email Billing Frequency:'Annuaf Provided Content Produ Term Total One -Time Fees Total Annual Fees GtyGIST" Configuration Line Items • All CityGIST" Configuration Une Items per the terms of Attachment A • GtyGIS'" + Developer API • CommunityViewT" + Developer API ArcGIS Server Integration to CityGIST" (In development) Total CityGIV Configuration Une Items 5 YR $ 30,000.00 GIS Data Configuration Une Items • All GIS Data Configurationtine Items per the terms of Attachment B • Parcel Database (annual updates) o Orange County geographic coverage or as specified by Customer o DGN and SHP file delivery onsite • Property/Owner Attributes with onsite delivery (quarterly updates) o City of Santa Ana geographic coverage + 500' • 3" Ortho Imagery with onsite delivery 0 3 updates, one each to be delivered In Year -1, Year -3 and Year -S o Geographic constraint to match current deliverable o Onsite delivery In either .df, .jpg, .ecw or Mr. SID 0 DiM and DEM available but not included in this order o Grid not produced in this capture process 0 Contours not included in this order Total GIS Data Configuration S YR GIS Services Une Items • Scope of GIS Services Une Items outlined in Attachment C • CityGIST" Onsite Staff Training Sessions • Fsd Transition Services • Aerial Imagery Wall Murals (S @ 40'x 40" + B @ 66"x66'1 o Wall murals to be delivered in Year -3 Total GIS Services Une Items 5 YR Summa Total Year 1 Fees Total Year 2 Fees Total Year 3 Fees Total Year 4 Fees Total Year 5 Fees Ex2i5kil-5 $ 33,000.00 $ 7,500.00 $ 70,500.00 $ 70,500.00 $ 70,500.00 $ 70,500.00 $ 70,50(A0 Agreement No. 04012012001 The parties agree to the terms contained herein including all exhibits and attachments. This Agreement may be executed in counterparts with the same force and effect as If executed in one complete document, ATTEST: GTN A ANA Maria D. Huia!r Paul M. Waxers (Jerk of The Council Interim City Manager APPROVED AS TO FORM: DIGITAL MAP PRODUCTS Sonia Carvalho James Skurr/nsfo City Attorney r Tax ID No. RECOMMENDED FOR APPROVAL: ' Raul Godinez YI o Executive Director Public Works Agency 2g_ bHM63 Agreement No. 04012012001 Attachment A GIS License Terms J.r LICENSE, SUBSCRIPTION, AND PAYMENT 1.1 Subscription License, Subject to the terms of this Agreement, DMP grants to Customer a limited, non-exclusive, non- transferable, and non -assignable license to access and use the City(337" Configuration Une Items, hereinafter referred to as Provided Content. Customer's access and use of the Provided Content shall be solely for Its normal Intemal business activities by its employees and consistent with Customer's representations to DMP. Customer agrees not to sell, pledge, assign, sub -license or otherwise transfer to any third party the Provided Content: The Provided Content shall be viewed solely through authorized access of the Web site. 1.2 Data Sublicense. Subject to the terms of this Agreement and Attachment A, Ucensee hereby accepts, a non-exclusive, non -transferable, and non -assignable right and sublicense to use the GIS Data Configuration Une Items In the Provided Content solely for the Purpose described, herein, from the Effective Date hereof until this Agreement is terminated or expires in accordance with Its terms. 1.3 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to pay all the fees listed on the Order Form. All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty (30) days of Its scheduled payment date shall be considered past due. 1.4 Non -Payment or Failure to Pay. If Customer's access and use is terminated or suspended due to non-payment or non-compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty (30) days of Its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its account current. 2. DURATION OF AGREEMENT &TERMINATION 2.1 Term of Agreement This Agreement will continue for the period defined in the Order Form as the Initial Term. Upon termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of, or discontinue any of the content of the Provided Content at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least.thirty (30) days prior to the effective date of the change. 3. WARRANTY & LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that It has full power and authority to enter Into this Agreement. Each party will Indemnify and defend the other and its officers, directors, employees, and agents from third party claims arising out of or related to a breach of such party's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement DMP and each contributors make no representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an "as is", "as available" basis. 3.3 Limitation of Liability, DMP shall not be liable for any loss, injury, daim, or damage of any kind resulting In any way from Customer's use of the Provided Content (regardless of any assistance from DMP in using the content) or from any delay or failure In performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, Indirect, inddentai, or consequential damages of any kind whatsoever (including attorneys' fees) arising In connection with Customer's use of the Web site, Provided Content, or the failure of DMP to perform its obligations, regardless of any negligence alleged. Agreement No. 04012012001 4. RULES AND OBLIGATIONS - 4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent, trademark, trade dress, copyright, trade secret) of DMP and agrees not to Infringe DMP's intellectual property rights. 4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is restricted by this agreement, DMP's copyrights and by the licenses granted to DMP by third parties. 4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the Provided Content, 4.4 Preservation of Notices. Customer agrees to Include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same (I.e. Visual Output(s) or Print Output(s)). 4.5 Trade Secrets and Confidential Information. Customer also understands that the Web site and Provided Content are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Web site or Provided Content. To the extent allowed by law, Customer will treat the Web site and Provided Content with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential Information. 4.6 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to the Customer under this Agreement. DMP may use this information solely to improve DMP's products or to provide customized services or technologies. 43 Works By DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP, 4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement Is strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are expressly reserved to DMP. Customer further agrees that only Individuals employed and authorized by the subscribing organization may access and use the Web site. 4.9 Injunctive Relief. Customer acknowledges that its use of the Provided Content for a use not specifically provided for in this Agreement. DMP will not have an adequate remedy In money or damages. As such, should Customer misuse the Provided Content, DMP and its Contributors shall have the right to seek Injunctive relief against Customer to cease the misuse of the Provided Content. S. ADDITIONAL PROVISIONS 5.1 Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party, Any unauthodzed_assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assignee. 5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to Its subject, and supersedes any prior or contemporaneous agreement on that subject. Any amendment must be In writing and expressly state that it is amending this Agreement. 5.3 Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award, the partes consent to personal jurisdiction in the courts of Orange County, California. Agreement No. 04012012001 Attachment BB GIS Data Configuration Sublicense Terms 2012 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (Agreement) is made and entered into as of April 1, 2012 (the Effective Date) by and between Digital Map Products, Inc. (DMP') and City of Santa Ana (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases which are owned by third parties B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 "Contributed Database/Contributor Database" shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. ,The Licensed Products and Contributors relevant to this Agreement are identified In Exhibit A attached hereto and Incorporated by reference herein. 1.2 "Contributor" shall mean a third party licensor of Contributed Databases to DMP. 1.3 "Database" shall mean a compilation of geographic, cartographic, engineering, architectural, tabular, text and/or other data, Information or works, including, but not limited to, graphic and/or file data in automated or manual form. 1.4 "Derivative Databases" or "Products" shall mean all works created by Licensee which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database. 1.5 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished In order to ensure proper and/or ease of use of the databases by licensee. 1.6 "Licensed Products" shall mean those portions of the Contributed Databases set forth In Exhibit A of this Agreement. 1.8 "Peripheral Databases" shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the use of Licensed Products for Ucensee's normal business acidities by its employees, agents and contractors, subject to the terms and conditions herein or as hereinafter modified In accordance with Section 2. Specifically excluded from the Purpose, but not limited to, Is the public display or depiction of licensed Products using the Internet unless explicitly authorized by DMP. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. Pe bfZ9 Agreement No. 04012012001 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the tern of this Agreement, or any subsequent extensions, Licensee requires an expanded defirldon of the Purpose to meet Its normal commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to In any way compete with DMP or Contributors. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non- transferable, and non-assignabie right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with Its terms. Licensee may produce Visual Output from the Licensed Products and/or from Derivative Products for its normal business use. Licensee may also externally distribute to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as Visual Output as long as the licensee's contractors, consultants and agents do not compete with or replace current products and/or services of DMP or any of its affiliates or Contributors. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, Licensee understands and agrees that it shall In noeventuse any aspect of the Licensed Products to produce maps of any kind, or map -related or other information for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty -free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse -engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products, except for Derivative Products and to the extent and on the terms, agreed. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives Visual Output for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, except for Derivative Products. Licensee shall not be precluded from charging fees for the distribution of Licensed Products Visual Output and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. 4. DELIVERY 4.1 Delivery Formats. DMP shall make deliveries of the Licensed Products to Licensee In both a DGN and SHP standard format. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be Included in the price of the Initial delivery and alf subsequent deliveries to which the special requirements apply. DMP shall deliver and Install the Licensed Products within thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. Agreement No. 04012012001 S. SUPPORT 5.1 Regular SupportFor the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On -Call Support, Licensee may elect for On-call customer support and be provided with priority telephone access and an E -Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On -Call Support are 8:00 a.m. to 5:00 p,m PST. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 hours per year of technical consulting resources required to address any specific issues as directed by licensee, Any additional resources requested by Licensee will be made available at the prevailing DMP technical consulting rates, Licensee will appoint one contact person for addressing support issues to DMP. MAINTENANCE AND MODIFICATIONS. 6.1 Maintenance Update Schedule. Licensee shall receive Database updates to the Licensed Products according to the dates outlined on the Order Form, 6.2 Errors in the Licensed Product. licensee may identify errors in the Licensed Product to DMP, but Licensee shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Contributors. Contributors shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included In the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. LICENSE FEES PAYMENT AND ACCEnTAUCE, 7.1 License Fees and Payments. in consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products and Other Products/Services as set forth on the Order Form, plus all applicable taxes. Ali applicable fees shall be invoiced annually at the beginning of each contract year. Licensee shall be invoiced in -full upon delivery and Licensee will pay the invoiced amount to DMP in -full within sixty (60) days from date of Invoice. 7,2 Other Products/Services. Other Products/Services included with licensed Products and corresponding fees have been itemized on the Order Form. B. PROTECTION OF LICENSED PRODUCT. 8.1 Proorietary Notices. Contributors claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the licensed Product or an the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the Documentation, and agrees to use its best efforts to reproduce and Include the same on any copy of the Licensed Product or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: Copyright 2012, All Rights Reserved Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants and agents using the licensed Products, as provided in Section 3, to Include the above notice on all Visual Output. 8.2 Ownershil . Licensee further acknowledges that the Licensed Products in any form provided by DMP andany copies thereof, Including, without limitation, all portions of the Derivative Products that are copied from or based on the licensed Products, are the sole property of Contributors. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent the terms of this Agreement. DMP and Contributors make no claim of ownership or copyright In or to any original data contributed by Licensee to the licensed Products or Derivative Products. All copyrights associated with the Licensed Product and relevant Contributed Databases and all other rights thereto not specifically granted to the licensee in this Agreement are reserved by DMP. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Contributors. ZA'7 N131 Agreement Na. 04012012001 8.3 Licensee's Qynershio. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest In or to said Peripheral Products or the Peripheral Products data or documentation or any copies of the foregoing except as expressly provided In this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any license or right upon DMP or Contributors with respect to any Ucensee logo, seal, product name, or the corporate name of Ucensee. 9. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential Information, Ideas, and expressions of Contributors or DMP. Accordingly, Ucensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below, 9.2 Acknawledament. DMP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are - valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas .and expressions of Licensee, Accordingly, DMP agrees to treat (and take precautions to ensure that Its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Iniunctive Relief. Ucensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or. disclosure. of the Licensed Products, Documentation, Derivative Products or copies thereof will (1) substantially diminish the value to Contributors of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer Inadequate; and (iii) cause irreparable injury. If Ucensee . breaches any of Its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect Its Interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 I1r junctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will Cl) substantially diminish the value to Licensee of the Peripheral Productsand/or Derivative Products; (ii)' render Licensee's remedy at law for such unauthorized use, disclosure, or transfer Inadequate; and (iii) cause immediate irreparable injury, If DMP breaches any of Its obligations with respect to the use or confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be entitled to equitable relief to protect Its interests therein,including, but not limited to, preliminary and permanent injunctive relief, 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential Information disclosed to it by other party in accordance herewith, and to protect the confidentiality thereof, In the same manner in which it protects the confidentiality of similar information and data of Its own (at all times exerdsing at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly, (b) been known generally in the industry before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherMse by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon (presentation of just cause and) ten (10) days' written notice to Ucensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systems In order to determine whether such procedures and computer systems comply with the requirements set forth in this Agreement. 10.1 Limited Warranty. DMP represents and warrants to Ucensee that the Licensed Product will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be In breach of its representation and warranty under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised, within thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product upon Its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for the remainder of this Agreement. MtH-Dl 2 Agreement No. 04012012001 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portlonof a Contributed Database included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at Its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee the right to continue to use any part of the licensed Product and Documentation affected by such action or proceeding; or (li) replace or modify, with Licensee's approval, any Ucensed Products and Documentation determined to be Infringing such that the infringement is removed; or (Ili) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMP by Licensee, If any, for any period in which Licensee Is unable to use the Licensed Product as a result of such action or proceeding. licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Ucensee prompt wr tier notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DMP and Contributors shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if, absent the incorporatlon of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infringes on intellectual property right of the third parry or that Peripheral Products infringe on Intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attomeys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made modification or Peripheral Product. 10.3 Disclaimer of Warranties, THE WARRANTIES STATED IN SECTION 10,1 ABOVE ARE THE SOLE AND THE EXCLUSIVEWARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP I5 AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Urnitaflon of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Contributors nor Licensee shall be liable to any of the others for any special, Indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under -utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. . (b) Except for claims of Infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use, or other employment of the Database delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual Ucensed Product License Fee paid to DMP by Licensee for the licensed Product, the license, use, or other employment of which gives rise to the liability, 11. TERM OF AGREEMENT. This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the tents specified on the Order Form, unless terminated in accordance with the terms and conditions of Section 12, 12, DEFAULT AND TERMINATION, 12.1 Events of Default. This Agreement may be terminated by the non -defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof, (b) a party fails to stricdy comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality, and Injunctive Relief) or makes an assignment in violation of Section 18 (Non -assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or admits In writing its inabllity to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; (f) such a petition is Flied by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. 1298-f1--3 Agreement No. 04012012001 12.2 affective Date of Termination. Termination under subparagraphs 12.1(b); (c), (d), (e), or (f) above shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty -day (30 -day) period. 12.3 Obligations on Exoiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Dedvative Products in perpetuity under the terms specified herein provided that such use does not include any -manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Secbon will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. INDEPENDENT CONTRACTOR STATUS Ucensee RMP agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP 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. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period In which annually licensed products are In effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, Its officers and employees as additional insured, which insurance coverage shall not be less than that provided In the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at Its own cost and expense, any additional kinds and amounts of Insurance, which in its own judgment, may be necessary -for its own for its proper protection in the performance of the work. 15.ONIC All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited In the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after being sent by overnight courier, charge, prepaid; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other, addressed as follows: If to DMP: Digital Map Products, Inc 18831 Von Karmen Ave., Suite 200 Irvine, CA 92612 Attn: Contracts Phone: (949) 333-5111 FAX: (949) 333.5112 16. NON -ASSIGNABILITY If to Licensee: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 Attn: Clerk of the Council Phone: (714) 647-6520 FAX: (714) 647.6956 Licensee may not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of DMP. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. DMP may assign this Agreement to a related party, or unrelated party as part of a merger, acquisftion or the business re -organization and Licensee hereby consents to such assignment. This Agreement shall Inure to the benefit of and be binding upon any permitted successor or assign. i 5' H44 Agreement No. 04012012001 17. GOVERNING LAW The validity, Interpretation, constructon and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 1B. SEVERABILIT If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 Entire Understanding. This Agreement and the exhibits attached hereto contain the entire understanding and agreement between the partes respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged except by an Instrument in, writing signed by each party's duly authorized representatve. 19.3 Headings Not Controllind All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or Interpretation of any of Its provisions. 19.4 Consent to Breach Not Waiver Any waiver by either party of any default or breach hereunder shall not consttute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. 19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are Intended to inure to the beneflt of the Contributors. If Ucensee breached any of these provisions, the Contributors will be entitled to enforce this Agreement directly against the Ucensee, whether in DMVs or the Contributors' name. Licensee further acknowledges that DMP executes this Agreement as principal on Its own behalf and, exclusively to accept or otherwise perfect the Contributors' rights against Ucensee, as agent on behalf of the Contributors. P;O4 l9i l -5 Agreement No. 04012012001 Attachment C Scope of Services Line Items Intergraph to Esri Transition Services The City of Santa Ana currently uses Intergraph GeoMedia GIS software and desires to migrate to ESRI GIS software. In order to assist with the transition, Digital Map Products will provide GIS layer conversion, software training and technical advice regarding best practices for the setup and configuration of ArcGIS Server, Arclnfo and ArcView in a network environment. Tasks GIS Layer Conversion • 75 hours budgeted for this task. • Convert existing city created Intergraph GIS layers (including text features) to SSRI GIS format. • Create ArcGIS documents (MDX format files) to replace existing city map print formats. SSRI Software Training • 25 hours budgeted for this task with flexibility in the selection of the type of classes provided. Training options: o Provide on-site software training for key city staff (up to 20 users) to ensure they are able to find, access, and utilize city GIS data within the SSRI environment. o Provide advanced, administrator level training for the setup, configuration, use and maintenance of ArcGIS Server and Arc/Info software. ESRI Software - Technical Support and Best Practices • On -Call support and best practice services for City Staff (See Attached Rate Card) • Questions will be forwarded to DMP Agreement No. 04012012001 Hourly Rate Card The following rate shall apply for additional services not specifically outlined in this Attachment C. • Software Architect: $200/hour • Software Engineer: $1.50/hour • Product/Support Specialist: $125/hour • Data Development Specialist: $125/hour Aerial Imagery Wall Murals Digital Map Products shall delivery wall murals of aerial imagery to match those previously delivered in the 2007 — 2011 contract. Tasks Delivery of Aerial Imagery Wall Murals • 5 @ 40" x 40" • 8 @ 66" x 66" 2AH-4173 25H-18 REQUEST FOR PROPOSALS (RFP) FOR GEOGRAPHIC INFORMATION SYSTEMS SERVICES AND DATA RFP NO.: 17-002 CITY OF SANTA ANA PUBLIC WORKS AGFNCY 20 Civic Center Plaza Santa Ana, CA 92701 Trevor Burgan GIS Administrator (714) 647-5657 Office tburgan@,santa-ami.org Release. KEY RFP DATES (Subject tas chane at discretitat of Issue Date: January, 4, 2017 Deadline for Requests for Infonnation: January, 11, 2017; 1 0:00am Proposal Due Date: January, 19,2017; 4:00prn Presentation/Interviews: January. 26. 2017 (If needed) Prqjected Award Date: March, 21, 2017 Exhibit 2 City of 'A------ Fred Mousavipour EXCCLItive Director Public Works Agency NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for the GEOGRAPHIC INFORMATION SYSTEMS SERVICES AND DATA project. Responses to this Request for Proposals (RFP) will be accepted until January 19, 2017 at 4:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as follows: "SEALED PROPOSAL FOR RFP NO. 17-002 GEOGRAPHIC INFORMATION SYSTEMS SERVICES AND DATA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Trevor Burgan Public Works Agency; 20 Civic Center Plaza; 4b Floor Reception, Ross Annex Santa Ana, CA 92701 Proposals shall be mailed, hand delivered, or sent by courier service. Proposals shall NOT be sent via telegraphic, electronic or facsimile. All notifications, updates and addenda will be posted on the City's RFP Bid page at www.santa-ana.org/bids- rf�s. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. City ofMga"P 17-002 TABLE OF CONTENTS GENERAL II. PROPOSAL TERMS AND CONDITIONS.....................................................................................................................4 VII. IMPLEMENTATION......................................................................................................................................................10 A. KICK-OFF MEETING........................................................................................................................................10 B. NOTICE TO PROCEED......................................................................................................................................10 VIII. PUBLIC RECORDS........................................................................................................................................................10 APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: STANDARD AGREEMENT ATTACHMENT 3: CERTIFICATIONS ATTACHMENT 4: ADDITIONAL PROVISIONS ATTACHMENT 5: DATA BOUNDARY MAP City of er 17-002 Page 3 A. EXAMINATION...................................................................................................................................................4 B. EXECUTION OF AGREEMENT.........................................................................................................................5 C. PROPOSAL VALIDITY.......................................................................................................................................5 D. PRE -CONTRACTUAL EXPENSES.....................................................................................................................5 E. JOINT OFFERS/SUBCONSULTANTS...............................................................................................................5 III. INSTRUCTIONS TO PROPOSERS................................................................................................................................5 A. CITY RESPONSIBILITIES..................................................................................................................................5 B. PROPOSER RESPONSIBILITIES........................................................................................................................5 C. REQUEST FOR INFORMATION OR CLARIFICATION..................................................................................6 D. ADDENDA............................................................................................................................................................6 E. LICENSES & PERMITS.......................................................................................................................................6 F. INSURANCE......................................................................................................................................................... 6 G. PAYMENT INFORMATION PACKET............................................................................................................... 6 H. PRE -PROPOSAL MEETING................................................................................................................................6 I. CITY RIGHT TO REJECT.................................................................................................................................... 6 J. PROTESTS............................................................................................................................................................7 IV. SUBMITTAL REQUIREMENTS....................................................................................................................................7 A. GENERAL.............................................................................................................................................................7 1. NUMBER OF COPIES AND SIGNATURE..........................................................................................7 2. DEADLINE.............................................................................................................................................7 B. PROPOSAL CONTENTS......................................................................................................................................7 1. STATEMENT OF QUALIFICATIONS..................................................................................................7 2. SCOPE OF SERVICES & SCHEDULE.................................................................................................8 3. FEE PROPOSAL.....................................................................................................................................9 4. CERTIFICATIONS.................................................................................................................................9 V. PROPOSAL REVIEW (CONSULTANT SELECTION)...............................................................................................9 A. EVALUATION AND RATING............................................................................................................................9 B. SELECTION..........................................................................................................................................................9 VI. AWARD OF AGREEMENT.............................................................................................................................................9 A. REQUEST FOR COUNCIL ACTION..................................................................................................................9 B. EXECUTION OF AGREEMENT.......................................................................................................................10 VII. IMPLEMENTATION......................................................................................................................................................10 A. KICK-OFF MEETING........................................................................................................................................10 B. NOTICE TO PROCEED......................................................................................................................................10 VIII. PUBLIC RECORDS........................................................................................................................................................10 APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: STANDARD AGREEMENT ATTACHMENT 3: CERTIFICATIONS ATTACHMENT 4: ADDITIONAL PROVISIONS ATTACHMENT 5: DATA BOUNDARY MAP City of er 17-002 Page 3 I. GENERAL Nature of Work: The City of Santa Ana is seeking a vendor or vendors to provide GIS Data and Services. A detailed Scope of Work is included in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP. Number of Proposals and Signature: The submittal shall include: • Four (4) hard copies and one (1) digital file on a labeled USB Flash Drive (or equivalent). One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company. • One (1) copy of your Fee Proposal shall be submitted. See ATTACHMENT 1: SCOPE OF WORK for additional information regarding the Fee Proposal submittal. Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 25% • Understanding of Need 25% • Relevant Project Experience 25% • Schedule 15% • References 10% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Term of Contract A reement: The City desires to enter into a contract with the selected firm(s) for an initial three (3) year term with a City option for one, two (2) year extension. This tern is outlined in the Standard Consultant Agreement, as contained in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. II. PROPOSAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. EXAMINATION Proposer represent that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing City ofMgQ"P 17-002 quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated. B. EXECUTION OF AGREEMENT The City and the selected Proposer will enter into an Agreement similar to that as shown in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY Services, pricing and warranties indicated in a respondent's Proposal must be valid for a period of 120 days after the submission of the Proposal. D. PRE -CONTRACTUAL EXPENSES Santa Ana shall not, in any event, be liable for any pre -contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES 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. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibility for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Ca acity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required City of Ewlb ReZ3 17-002 Page 5 services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline for Requests for Information" date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via. addenda to this RFP, as indicated below in SUB -SECTION IILD "ADDENDA". D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, www.santa-ana.ore/bids-rfps E. LICENSES & PERMITS The selected Proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award. G. PAYMENT INFORMATION PACKET The selected Proposer shall return a completed payment information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City's website: www.santa-ana.or ids-rfps H. PRE -PROPOSAL MEETING A pre -proposal meeting, if scheduled, will occur on the date, time and location identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in SUB -SECTION IIID "ADDENDA". I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. City 17-002 The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful Proposer and the City shall assume no liability of such subcontractors. J. PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff detennination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. IV. SUBMITTAL REQUIREMENTS A. GENERAL 1. NUMBER OF COPIES AND SIGNATURE Refer to SECTION I "GENERAL" above. 2. DEADLINE Proposals are due to the City of Santa Ana, at the date, time, and location set forth above in the Notice Inviting Proposals. B. PROPOSAL CONTENTS A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes or forms). Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17". The Statement of Qualifications includes the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. The cover letter will specify the key contact for the proposal and include the following information. Name of the key contact. Phone number of the key contact. City of cZ5Ka$F5 17-002 Paae 7 E-mail address of the key contact. I£ this information is missing from the cover letter, the proposal may be considered non- responsive and will not be accepted. b. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. c. Firm and Team Experience Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-contractors that outline their technical experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm. d. Understanding of Need Proposal shall include an outline which demonstrates the firm's understanding of the scope of work This outline should include anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. e. Relevant Project Experience Proposal shall include a list of relevant projects which your firm or personnel have completed within the last five (5) years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. f. Schedule Proposal shall include a detailed schedule based on the Scope of Services explained below in SUB -SECTION IV.13.2 "SCOPE OF SERVICES & SCHEDULE" with a written statement which provides information on current workload and how this project would be accommodated. g. References Proposal shall include references for three public entities for which Proposer has performed similar work within the past five (5) years. h. Fee Fees may or may not be included as part of evaluation criteria. Refer to SECTION I "GENERAL" above and SUB -SECTION IV.B.3 "FEE PROPOSAL" below. (this item notp&t ofpage limit) 2. SCOPE OF SERVICES & SCHEDULE Proposal shall include a Scope of Services which details the work phases to be completed, the tasks to be accomplished and the deliverables to be provided. Scope of Services shall be City of2q_g44�aP 17-002 incorporated into the schedule as described above in SUB -SECTION LA.I.f "SCHEDULE" to complete the project based upon the requested Scope of Work, detailed in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP. 3. FEE PROPOSAL Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as outlined in the Scope of Work. Where fees are NOT included as part of evaluation criteria, the fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened and reviewed concurrently with the proposal, and weighted per the percentage identified in SECTION I "GENERAL" above. 4. CERTIFICATIONS The following forms, included in ATTACHMENT 3: CERTIFICATIONS in the Appendix of this RFP, shall be signed and included as part of the proposal submittal package: • Non -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING Refer to SECTION I "GENERAL" above. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the agreement to the proposer who will provide the best quality and value to the City. The City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. VI. AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City. City of Q614@ 17-002 Page 9 B. EXECUTION OF AGREEMENT A standard agreement is included as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant' in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. VII. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. VIII. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. .� ..►s �� Appendix ATTACHMENT 1: SCOPE OF WORK Introduction and BackEround: The City of Santa Ana is seeking responses to this RFP from qualified vendors to provide Geographic Information System (GIS) Data and Services as described below in three separate Proposal Options. Vendors may choose to propose on as many of the Proposal Options as their firm is capable of delivering. The City will evaluate each Proposal Option separately and choose the vendor or vendors that provide the most quality and value to the City. Example: • Vendor X chooses to submit a response for Proposal Option 1. • Vendor Y chooses to submit a response for Proposal Options 1 and 2. • Vendor Z chooses to submit a response for Proposal Options 1, 2, and 3. • The City evaluates the submitted proposals. The City may choose to select: o Vendor X for Proposal Option 1. o Vendor Y for Proposal Option 2. o Vendor Z for Proposal Option 3. Each vendor must submit a fee proposal for each Proposal Option separately. If a vendor does not submit separate sealed fee proposal for each Proposal Option, the proposal may be considered non-responsive and it may not be accepted. Each vendor may submit a combined fee proposal for all submitted Proposal Options if they believe a cost savings can be achieved by providing all of the services for all submitted Proposal Options. Example: Vendor Z chooses to submit a response for Proposal Options 1, 2, and 3. o Vendor Z must submit: • A sealed fee proposal for Option 1. ■ A sealed fee proposal for Option 2. ■ A sealed fee proposal for Option 3. o Vendor Z may submit: ■ A sealed fee proposal for Option 1, 2, and 3 with one combined cost. The City also desires to enter into a contract with the selected vendor(s) for an initial term of three years with the option for one, two-year extension. This contract will allow the City to purchase additional data and services from the vendor(s) as needed. 25H-29 Page 1 of 10 Proposal Option 1— Cloud Based (Hosted) Map Based Application Project Scope The scope of this project is to provide the city with access to a hosted map based application. The city desires to enter into a three year agreement with the vendor with the option to extend the agreement for an additional two years. In the sealed fee proposal, the vendor will provide two quote options based on the project requirements listed below. Quote Option 1: Annual price for the Hosted Map Application for years one, two and three. Quote Option 2: Annual price for the Hosted Map Application for years four and five. The City desires to have one point of contact for all interactions with the Vendor in regards to the hosted map based application. The City also desires the option to change the point of contact as needed during the course of the agreement, at the City's discretion. The vendor will provide access to a hosted map based application that offers the following features and abilities: System Architecture / General Requirements • The vendor will provide unlimited user account based access to the hosted map based application for all city employees. • Each user account will use pass-thru authentication using a custom designed City intranet website that will pass the user's city network credentials to the hosted map based platform for authentication on the hosted map based application. • The hosted map based application will support the use of the following browsers: o Google Chrome o Internet Explorer (Version 11+) o Firefox o The vendor will update the hosted map based application as needed to address browser security and functionality updates. • The hosted map based application will run on servers in a secure tier -4 colocation data facility. During City business hours, the application availability uptime should be rated at 99.9%. A formal Service Level Agreement is not required, but the city expects compensation for extended downtime and will negotiate a fair rate with the Vendor. • The Vendor will perform all application maintenance and updates after regular City business hours or on weekends. • The Vendor will offer periodic web -based training for City employees. • Support will be available via phone and e-mail during regular City business hours. Layers The hosted map based platform will provide access to the following layers: o Underlying map base provided by Bing or Google Maps with option to display up-to-date aerial high-resolution aerial photography. o Orange County Parcel data for the entire city of Santa Ana plus a reasonable buffer to allow for interagency project needs. The parcel graphics will be updated according to the County update 25H-30 Page 2 of 10 schedule with new information as provided by the Orange County Surveyor and Assessors office. The vendor is responsible for updating and maintaining the graphic parcel information and will coordinate with the County to correct errors in the data as they are foumd. o Orange County Tax Roll data for the entire city of Santa Ana phis a reasonable buffer to allow for interagency project needs. This data may be provided by any third -party supplier. The tax roll data should include ALL possible fields collected by the County Assessor and the vendor should attempt to ensure the completeness of ALL provided fields in the tax roll data. ■ The tax data will be integrated into the hosted map based platform so when a user selects a parcel on screen they can see the linked tax roll data attributes for that parcel. ■ The hosted map based application will provide several methods for producing buffer notification reports (e.g. distance from parcel, selection from custom polygon shapefiles, selection from custom drawn markup objects, etc.) and output the resulting list in a variety of formats. ■ The hosted map based application will allow the user to query the tax roll data on a custom selection of attributes and output the resulting list in a variety of formats. ■ The hosted map based application will provide up to 15 years of property transaction history. o Hazard Layers — The vendor will provide various government created hazard layers and update them as needed/requested. (Seismic, Fire, Flood, Mamnade, etc.) o Census Layers — The vendor will add new census geography layers as they are released. (Tract, Block Group and Block level data.) o Custom shapefiles — The hosted map based application will allow the loading of custom sha efiles for display. Administrators will be able to load files for all users to view. Individual users will be able to load shapefiles for personal use on their user account. o The application will offer various symbolization choices for layers: colors, line styles, point symbols, etc. Features / Tools • The hosted map based application will offer various markup / drawing and measurement tools, including the ability to draw a rectangle using two points of input. • Markup layers should have the ability to be made persistent and saved for later use. • The hosted map based application will offer the ability to save various map views and bookmark locations for later use. • The hosted map based application will offer various search methods to find locations. (Address, APN, Intersection, etc.) Reports / Output • The hosted map based application will offer several methods to generate printed maps and reports. o Required formats: Reports: Microsoft Excel or Comma Separated Values, Adobe PDF, assorted Avery Label formats for owner and occupant address lists. Maps: Adobe PDF or JPEG formats. • Ability to add custom titles and footnotes • Ability to include/exclude map legend • Ability to specify custom map scales. • Ability to specify custom paper sizes: (Letter, Tabloid, ANSI E, etc.) 25H-31 Page 3 of 10 • The hosted map based application will offer the ability to save reports and recall them for use at a later time. Integration with City Applications • The hosted application will integrate with the City's custom internal EDMS (Electronic Document Management System) website to allow for spatial selection of City engineering plans and documents. c From a custom layer of street centerlines, interactively select street via a two-point rectangle (inside selection or pass-thru selection). o Build a custom URL based on that selection. o Pass the custom URL to internal EDMS document server to display relevant documents. The hosted application will have the ability to integrate with future City applications (permitting, document management, etc.) 25H-32 Page 4 of 10 Proposal Option 2 — Digital Aerial Orthophotography Proiect Scone The scope of this project is to provide 7.5 cm (3") pixel resolution color digital Ortho -photography for the City. The Ortho -photography will be captured with a large format calibrated digital aerial mapping camera. It will be ortho-rectified using an accurate DTM created from the digital imagery (accuracy and additional specs below). The project limits will be based upon the attached boundary description document (Attachment 5). The City desires to have one point of contact for all interactions with the Vendor in regards to the Digital Aerial Orthophotography Project. The City also desires the option to change the point of contact as needed during the course of the agreement, at the City's discretion. The city desires to enter into a three year agreement with the vendor with the option to extend the agreement for an additional two years. In the sealed fee proposal, the Vendor will provide four (4) quotes based on the project requirements listed below for the following deliverable schedules: Initial Three Year Contract Schedules: Delivery Schedule One: Imagery flown and delivered in years one, two and three Delivery Schedule Two: Imagery flown and delivered in year one and year three. Extended Fourth and Fifth Year Contract Schedules: Delivery Schedule Three: Imagery flown and delivered in year four and year five. Delivery Schedule Four: Imagery flown and delivered in year five. Proiect Rcuuirements: Horizontal Accurac The datum for horizontal adjustments and positions must be the North American Datum of 1983 (NAD 83). The datum for vertical adjustments and elevations will be the North American Vertical Datum of 1988 (NA VD 88). Further, it must be adjusted to the 2007 EPOCH adjustment by the County of Orange to account for ground shift in Orange County that has caused 2.2' average shift from the 1988 NAD datum. All horizontal values must be published in the California Coordinate System 1983 (CCS83), Zone 6, State Plane values in U.S. Survey Feet. The ortho images must be tied to the current Geodetic control network from the Orange County Survey Department. They must also have a horizontal accuracy of plus/minus one foot or better throughout the project area. Flight Camuai All aerial photography must be performed in accordance with specifications established by the American Society of Photograminetry and Remote Sensing. A large format, calibrated digital mapping camera with forward motion compensation must be used. The vendor will deliver a Camera Calibration Certificate for the camera used. Planning and acquisition will be performed under the direction of an ASPRS Certified 25H-33 Page 5of10 Photogrammetrist. The vendor will provide a copy of the certificate confirming the ASPRS certification upon request. Weather, time of day and time of year The photography must be captured in the May/June time frame with the sun at least 30 degrees above the horizon. Visibility at time of capture must be a minimum of 10 miles as reported at local weather stations to assure clear, crisp images. Digital Orthophoto rg aphy Production The orthophotography must be produced with 0.25 -foot resolution or better. All orthophotography must be delivered in GEO TIF and MrSID image file formats with associated World files. The images will be mosaic'd and seamless in appearance. Radiometric adjustments will be performed to balance brightness and contrast of the imagery over the entire project area with the intent that it should match the brightness and contrast of the orthophotography deliverables from previous years. The orthorectified .TIF files must be tiled for delivery according to an index, tiling scheme, and file naming convention provided by the City. The tiled files will be edge matched and seamless in appearance. The MrSID compression will be conducted at a minimum 20:1 ratio to create a singular file consisting of all seamless orthorectified tiles. Detailed summary of deliverables for each year imagery is flown and delivered: • A Camera Calibration Certificate for the camera used for the flight and imagery acquisition. • Document that provides the date, time and weather conditions for the image acquisition. • A perpetual enterprise license for the imagery for the entire City of Santa Ana to use, including emergency responders for dispatch and inside the MDC units in their vehicles. The city will be allowed to give copies of the licensed imagery to consultants and contractors doing work on behalf of the city under a pre -created sub -license agreement provided by the vendor. • The imagery must be able to stream into SaaS GIS service "Digital Map Products - GovClarity" or other SaaS GIS web -based service for no additional charge. • One complete set of orthorectified image files in GEO_TIF file format with world files matching the boundary extent as determined by the city. The vendor will work with the City to determine the best compression method, tiling and pyramid levels to meet the City's needs. • One MrSID compressed and mosaie'd image file of the entire city matching the boundary extent as determined by the city. The vendor will work with the City to determine the best MrSID file creation settings to meet the City's needs. • The vendor will keep a digital copy of the deliverables for the duration of the contract, in the event that the City needs to re -download them for no additional charge. f Photo index sheet of tiled files. 25H-34 Page 6 of 10 • Include an option for delivery of the 4"' band (NIR). The vendor will work with the City to provide a set of false color orthorectified image files in GEO_TIF file format with world files matching the boundary extent as determined by the city. The vendor will work with the City to determine the best compression method, tiling and pyramid levels to meet the City's needs. • Include an option for onsite delivery on portable hard disk or downloaded via electronic delivery (for sales tax savings) • Include an option for a Digital Terrain Model (DTM) and 2 -foot Contour Generation. The Vendor shall create and deliver to the City a digital file of the DTM created in connection with the imagery ortho- rectification project and derived 2 -foot contours in Microstation DGN file format created using Phodar, Lidar or whatever technological approach Vendor chooses. 25H-35 Page 7 of 10 Proposal Option 3 — Graphic Parcel and Assessor Data Project Scop The scope of this project is to provide Orange County parcels, centerlines and tax roll data to the City in GIS, CAD and tabular formats on an annual and/or quarterly basis. In the sealed fee proposal, the Vendor will provide four (4) quotes as described below for the graphic parcel and assessor data. The City may desire to choose one, two or all three quote options depending on City needs for data acquisition. Quote Option 1— File Geodatabase of Orange County Parcels and Centerline data, annual delivery. Quote Option 2 — Microstation DGN of Orange County Parcels and Centerline data, annual delivery. Quote Option 3 — Tabular Orange County Assessor Tax Roll Data, quarterly delivery. Quote Option 4 — Combined quote for all three data deliveries listed above. The City desires to have one point of contact for all interactions with the Vendor in regards to the parcel and tax roll data. The City also desires the option to change the point of contact as needed during the course of the agreement, at the City's discretion. Graphic Orange County Parcel GIS Data (Minimum Requirements) For each year of the contract, the Vendor will provide updated Orange County parcels, centerlines and other county GIS data in ESRI File Geodatabase format and Microstation DGN format. Once the County has released the updated parcels, the Vendor will deliver the processed data to the City within 30 days. The City desires a perpetual enterprise license for the parcels that allows unlimited use for all city employees, consultants, contractors and agents of the City. The City desires the right to distribute derivative datasets based on the parcels (zoning, land use, etc.) on an Open Data website for download by the public. The City will determine the required fields and projection information for the deliveries. Over the duration of the contract, the City may require that the parcels be delivered in a format that is compatible with the ESRI Local Government Information Model (LGIM) schema. The Vendor will work with the City to provide the parcels in the desired format/schema. ESRI File Geodatabase Deliverables (annual delivery) • The Vendor will provide the Orange County Assessor's parcels and centerlines in ESRI File Geodatabase format. • The Vendor will include a table in the File Geodatabase that relates the OBJECTID of the Parcel to the Assessor's Parcel Number (APN). The Vendor will work with the City to deliver this table in the format the City desires. 25H-36 Page 8 of 10 • The Vendor will work with City to deliver the data with the attributes in the schema the City desires. • The minimum extent of the delivery will match the data extent as indicated in Attachment 5 of this RFP. • The Vendor will deliver the parcels and centerlines within 30 days of the County releasing the updated parcel information. • The Vendor will utilize an FTP site for electronic delivery. Microstation DGN Deliverables (annual delivery) • The Vendor will provide the Orange County Assessors' parcels and centerlines in Microstation V8 DGN format. • The City will deliver an example DGN file to the Vendor so the Vendor can match the projection, working units, levels, line styles, colors and all other applicable DGN attributes as required by the City. • The minimum extent of the delivery will match the data extent as indicated in Attachment 5 of this RFP. • The Vendor will deliver the parcels and centerlines within 30 days of the County releasing the updated parcel information. • The Vendor will utilize an FTP site for electronic delivery. Tabular Orange County Assessor Tax Roll Data (Minimum Requirements) The Vendor will provide updated Orange County Assessor's Tax Roll information in Microsoft Access Database format on a quarterly basis. The City desires a perpetual enterprise license for the Tax Roll data that allows unlimited use for all city employees, consultants, contractors and agents of the City. The City will determine the required fields for the deliveries. Over the duration of the contract, the City may require that the tax roll data be delivered in a format that is compatible with the ESRI Local Government Information Model (LGIM) schema. The Vendor will work with the City to provide the assessor data in the desired format/schema. While the City requires this data to be delivered in Microsoft Access database format, the City is open to additional new products that feature the tax roll data in other formats. The Vendor will work with the City to ensure the City's needs are met if any delivery format changes occur. 25H-37 Page 9 of 10 Microsoft Access Tax Roll Database Deliverables (quarterly delivery) • The Vendor will utilize an FTP site for electronic delivery. • The Vendor will update the tax roll information with sales transactions to ensure the quarterly updates have the most recent information for each record. • The Vendor will provide a comprehensive data dictionary describing each field and its contents. • The minimum extent of the delivery will match the data extent as indicated in Attachment 5 of this RFP. • The City will provide an example Tax Roll database in Microsoft Access database format so the Vendor can match the delivered fields and schema. • The City desires all possible tax roll attributes across the following categories: o Legal (APN, legal description, etc.) o Lot Information (census tract, land use code, area, building sq. footage, year built, rooms, etc.) o Ownership (owner naive, owner phone, owner address, etc.) o Situs (parcel address, zip code, etc.) o Values (total value, assessed value, land value, improvement value, etc.) 25H-38 Page 10 of 10 Appendix ATTACHMENT 2: STANDARD AGREEMENT 25H-39 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2016 by and between , (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of B. Consultant represents that Consultant is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. The Scope of Services shall include a Schedule for the Delivery of Services, which shall be delivered as prescribed, beginning upon the City's issuance of a Notice to Proceed. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, an amount not to exceed S in accordance to rates and charges identified in Compensation - Exhibit B, attached hereto and incorporated by reference, and in accordance with Section 18. 3. TERM This Agreement shall commence on [enter a "Start Date" or "the date first written above"] for a number (#) year term with the option for the City to grant up to a number (#)-year renewal option(s) exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 25H-40 Page 1 of 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of 25H-41 Page 2 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), to any work performed or services provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 25H-42 Page 3 of 9 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - 25H-43 Page 4 of Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties 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. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, 25H-44 Page 5 of 9 approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PAYMENTS & INVOICES a. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Invoices should be submitted on the 15th of each month and shall include the following information at a minimum: i. Consultant's invoice number and City's agreement number ii. Beginning and ending dates for services iii. City Project and/or Task Order number and/or name (if applicable) iv. Work site address/location (if applicable) V. Tasks or deliverables completed and percentage (%) of total services completed. vi. Remaining Overall and Task Order budget available 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 25H-45 Page 6 of 9 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Fred Mousavipour Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-5635 To Consultant: Consultant Company Name Address City, State, Zip Fax: (000) 000-0000 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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 CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Consultant Company Name 25H-46 Page 7 of 9 By: Jose Sandoval (name) Chief Assistant City Attorney (title) Tax ID# RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency 25H-47 Page 8 of 9 EXHIBIT A SCOPE OF SERVICES (from Attachment I of RFP, and/or Consultant Proposal) [remove this note when assembling Agreement] FEE PROPOSAL, including hourly rates (from separately sealed envelope included with Consultant Proposal) [remove this note when assembling Agreement] EXHIBIT C CERTIFICATIONS (from Attachment 3 of RFP) [remove this note when assembling Agreement] EXHIBIT D ADDITIONAL PROVISIONS (from Attachment 4 of RFP) 25H-48 Page 9 of 9 APPENDIX ATTACHMENT 3: CERTIFICATIONS 25H-49 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal 25H-50 Page 1 of 1 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: 25H-51 Page 1 oft NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rile, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 25H-52 Page 1 of The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: 25H-53 Page 2 of 2 APPENDIX ATTACIIMENT 4: ADDITIONAL PROVISIONS THERE ARE NO ADDITIONAL PROVISIONS FOR THIS PROJECT. 25H-54 APPENDIX ATTACHMENT 5: Data Boundary Map 25H-55 2017 Data Boundary Aerial a Attachment 5 25H-56 V o 0 X Y2 1 Miles X:6042750.000007 X:6084749.999996 Y2237450.000149 Y:2237450.000149 .�� ra _. —.,.•ter .. � r � — __ •1.••ewe �'', �GANTA FA nHMvE�I AI o I V SAMA CLAR4,3V L' U GI ARA A _ r :1 rql� L NEST mi aR A/ I 'TH r. i 1 Til ST _ NASNINGTON AV � tt DR IANA G -,TA BLVD—iST isr ST sr 1 1 1ST $r v. MC FADD�N AV pq+sa •� • M FAODEn�Av • • � __. —. ,.._— .,B`�`f� M1f « �� P ipiniOER AV F CTRs/ ,• 1 h a .K r v a�'ti �,�_ ' eFGPRSrROM Av -_ v L •��� � = MACARTHUT 6-w _ �._. _. L - SUN.-.�V R �r\••«—. —. _ — vy F _. yA X:6042750.000007 _ -- *� -- X:6084749.999996 �"`'9y Y:2195450.000159 : Y:2195450.000159 i Attachment 5 25H-56 V o 0 X Y2 1 Miles CONSULTANT AGREEMENT WITH DIGITAL MAP PRODUCTS THIS AGREEMENT shall be effective as of April 16111, 2017,.by and between Digital Map Products, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a. charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant' having special skill and knowledge in the Geld of Geographical Information System services, data and maintenance. B. Consultant represents that Consultant is able and willing to provide such services to the City, C, In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A, Consultant's Proposal dated January 19, 2017, and Exhibit B, Teens and Conditions, incorporated by reference to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit C and incorporated by reference to this Agreement. The total sum to be expended under this Agreement shall not exceed $100,000 for the first year of the Agreement, and shall not exceed $85,000 for the remaining years of the Agreement including the two-year option period. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 12 2 `O 3. TERM The Term of this Agreement shall commence on April 16, 2017, for a three (3) year Term, with an option to extend for an additional two (2) year period, excercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided, in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive license for City to copy, use, modify, and reuse intellectual property, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Dociuments & Data'). Consultant shall require all subcontractors to agree-in-wri-tin -that-Gity-is-gr-anted-a-non-exclusive-license-for-an-y-Doeuments-&-Data the --- subcontractor prepares under this Agreement. The perpetual licensing for products quoted in the Proposal does not include GovClarity. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk and no intellectual property belonging to Consultant shall be distributed outside of the control of the City without the express written consult of Consultant. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any Page 2 of 12 25H-58 act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shrill include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to umdertalce self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and. effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled. or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shrill not affect Consultant's right to be paid for its time and materials expended prior to Page 3 of t2 25H-59 notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harniless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, J udicial or equitable relief clue to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the -extent-r-@quir-ed by-Ci-vi-l-God"ection-27-82.8, to-elaims-that- it-is"ut of—pertain-to-or-relrrte—to--- the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL. PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of Page 4 of 12 25H-60 three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written infonmation, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza ('M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Copies to: Executive Director — Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-5622 Page 5ofl2 25H-61 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 Consultant: Digital Map Products 18831 Von Mannan Ave., Ste, 200 Irvine, California 92612 Phone: 949-333-5111 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT Tbis Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or-written,-between-the-parties-In-th"vent of--a-coniflict between the -terms -of -this -Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 6 of 12 25H-62 15. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. Cancellation without cause shall trigger the greater of: a. Finishing the current contract year with no refund, or b. Six (6) months of the fee for the current contract year. C. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the rocrnitrnent, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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-deternaitied-and-governed-by-ths-la-ws-ofthe,State-of-Cali-fom a—Both pat -ties -fur -they --------- agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 12 25H-63 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if fiilly set forth in the body of this Agreement. (Signatures on Following Page) Page 8 of 12 25H-64 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: LISA STORCK Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA GERARDO MOUET' Acting City Manager CONSULTANT Digital Map Products Fred Mousavipour, Executive Director James S. Skurzynski Public Works Agency President/CEO Page 9 of 12 25H-65 EXHIBIT A SCOPE OF SERVICESIPROPOSAL, Page 10 of 12 25H-66 Exhibit A RFP No. 002 Geographic Informationand Data k HMMMFAMMM CA 92612 ', 333-5111 Contact. Caroline Stall �e -oil tSi mpgcorn 25H-67 DIGITAL MAP , UI �mllt.a ta,.t flubilt PRODUCTS Vithtit %',ot'ht Agt} oiA, tw(tv,tsl+ttit Iea{ss tss.ttiusttii>ieIII ser" a( ebandI)aIa January 19, 2017 Attn: Proposal Review Committee Trevor Burgan, GIS Administrator City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Ref: RPP No. 17.002; Geographic Information Systems Services and Data Dear Trevor, We are pleased to present to you Digital Map products' (DMP) response to the City of Santa Ana Public Works Agency Request for Proposal (RFP No. 17-002) for Geographic Information Systems Services and Data. Our proposal exceeds the requirements of the RFP. As the current provider of GovClarity'", Aerial Imagery, and Graphic and County Tax Roll Data to the City of Santa Ana, DMP is in a position to provide a comprehensive and turnkey solution, meeting and exceeding all of the requirements outlined herein. The contact responsible for this project is Caroline Stoll. Ms. Stoll can be reached directly at (949) 333.5192 ar r Our corporate office is located at: Digital Map products, Inc. 18831 Von Karman Ave, Suite 200 Irvine, CA 92612 Phone: (949) 333-5111 Pax: (949) 333-5112 Thanks again for your time and consideration. We Rook forward to continuing our successful partnership Sincerely, v James S. Slsurzynskl President j CEO Digital Map Products, Inc. 25H-68 Page I i DIGITAL MAP City of Santa Ana PubliL P R 0 DU C T S Public Works Agency PIZOPOSAI, - RF'P 17-002 Geogyraphic System-, Services and 0aut TABLE 0E CONTENTS TABLEOF CONTENTS.,....... ...... ... - .... -- ...... -- ........... ....... ................ - .... ....... ..... -1-1-1 .... .2 STATEMENT OF QUALIFICATIONS ....... - ...... .............. .............. - ................ ....... _.......................................3 ProjectObjectives...... ............. ......... ........... ................. ..... - ..... .......... . .......... .............. -- ........... 3 FIRM AND TEAM EXPERIENCE, ...... ....... .... I ... 11- ..................... . ....... ........... ..................... - ........... A CompanyOverview, .............. ........ .- ....... . ......... - .... - ..... .................... ........... 4 ProjectTeam Members .............. ....... - ...... .. ....... -- --- .............. .... ...... ............ -- ........ .......... 5 UNDERSTANDING OF NEED AND SCHEDULE--- ............. ............... -- .......... I ...... RELEVANT PROJECT EXPERIENCE AND REFERENCES.. ........... --- ................ .. .... I--..........,.....12 AGREEMENTSTATEMENT .... -_- ......... - ........ - ... ..... ...... .............. ............. ...... .............. .............. ............. 14 ATTACHMENT 1: SCOPE OF WORK ...... ...... ...... - ...... -- ...... ......... ... - ....... 15 PROPOSAL OPTION 1: Cloud Based (Hosted) Map Based Application ........................._.....,.........,...,.....,...,....15 ProjectScope ............. .............. .... . ............... .............. ....... ...... 15 GovClarity'41 Overview .... .............. ................ - ....... - .... ... ..... ............... .......... 15 Layers...................... ....... ...... - ....... .................... ..................... ......... _17 FeaturesiTools..- ..... .............. .......... ....... ....... - ...... .............. .......... - ............... 18 ReportslOutput— ...... ............. .... - ....... - ........... . ......... _ ... .... ....... __ ................. ........................ 19 Integration with City Applications . ... --- ...... ...... -_ .... ---- ............... ....... ........ ... __ ........ ........ 20 PROPOSAL OPTION 2: Digital Aerial Orthophotography--- .... ..... ..... .— ..... . .......... ........... - ....... - .... -21 Project...... ....... ........... ............................... _ ................. ........ 2.1 Project Requirements—... ... .... ........ -.- .................. --.- ...... -- ............. - .............. ......... ..... 22 PROPOSAL OPTION 3: Graphic Parcel and Assessor Data . ............. _.- ......... ................... 25 ProjectScope ...................... -- ............................................ -- ...... ................. ....... .......... - ... ........... 25 ProjectRequirements....,, ...... - ... - . ........... -- .. ......... __ .............................. -- .. ........ ................... 26 REQUIREDFORMS ..... ....... . . ....... ........ ...... ....... ....... ...... .......................... . .......... 29 FEE PROPOSAL (Separate seated envelope) Certifications Data Boundary Mali Page 12 25H-69 DIGITAL MAP PRODUCTS STAfFM&N'l O1 QUALIFICAT:4 NS of Santa masa i'ulslic Public_ Wol-Ics Age, ncy i'EtC)I'OSA9, RFV 17 002 (,a ogl aaphic InIIwna<ato)I Systems sservIces an (I [)ata Digital Map Products, Inc. (DMP) is the Inventor of the public/private partnership model that now facilitates the sharing of county land based information. DMP's core competency is acquiring and processing these different data sets and providing an easy to use navigation tool to leverage this content from one location. As the existing service provider, DMP is uniquely positioned to provide the City of Santa Ana with highly competitive pricing, a continuation of service with no interruption, and custom tailored support gained from years of experience. We are equipped to provide all the objectives of the project, faster, and more efficiently than any other proposer. DMP chooses to submit a response for Proposal Options 1, 2 and 3 as defined in this RFP. For Option I—Cloud Based (Hosted) Map Based Application, DMP is proposing our GovClaritylm turnkey and hosted subscription application for the City of Santa Ana employees. This is the application currently in place at the City, leaving no Interruption or lapse in service. The DMP Software as a Service (saas) model allow clients the ability to enjoy enhancements, ongoing support, and product training options all as part of their license agreement. As DMP grows and evolves their customers do as well. For option 2 — Digital Aerial Orthophotography, DMP is proposing onsite and strearning/hosted delivery of Eagle Aerial Orthophotography. This imagery is currently seamlessly integrated into the City's GovClarityl" account with regular updates, leaving no interruption or lapse in service. For option 3 —Graphic Parcel and Assessor Data, DMP is proposing our SrnartParcels'' , meeting and exceeding all of the project scope requirements and creating continuity in the data throughout this comprehensive approach. By continuing with DMP SmartParcel.sl" the city will experience a seamless continuation with no change in schema or format. Project Objectives As the existing provider of the City of Santa Ana's GovClarityi0 environment, Orthophotography, and Graphic Parcel and Assessor Data, Digital Map Products understands all of the stated project objectives and is prepared to exceed them. We have realigned our project team to provide a single point of contact, better serve you and ensure your requests are handled in a timely fashion. From our product to our project Learn — we are thoroughly equipped to exceed expectations and expedite service to you. Page 1 3 25H-70 DIGITAL MAP 0ty of Santza Ana € ublic PRODUCTS Iluhlis Works Agency F'Rt)['t"SAI, - UT 17-002 Geog;raplaic Inforntatioii Systems Services and Dara FIRM AND TLAM EXPERIENCE Company Overview Digital Map Products, Inc. (DMP) has been in business since 1.997 and is a privately held company based in Irvine, CAI.-cc,,rrij, The work on this project will be done in our Irvine office, telephone number (949) 333-5119.. LIMP extends the power of GIS to the millions of users wanting to use a map to interface with data. DMP develops proprietary software solutions that employ a powerful map - based interface to optimize work Flow by automating research and analysis tasks that previously required customers to possess specialized, costly expertise and make significant technology investments. DMP applications are designed to be used by the non-technical audience. The company and its GIS -based "Software as a Service" (SaaS) model provides affordable access over the Internet. DMP collects and maintains the complex databases that fuel the system, providing the industry's only web -based turn -key solution, DMPcustomers are primarily based in the following markets: • Local, State and Federal Government • Law Enforcement • Guilder -Developer • Residential and Commercial Real Estate • Real Estate Disclosure DMP collects data and hosts It through our applications to more than 1000 customers and over 900,000 registered subscribers across the US - To fuel the DMP Solutions, DMP maintains about 16 terra -bytes of GIS data which is continually maintained by a team of data developers. Ninety percent of DMP's data repository falls into the Following categories: 4 Digital Imagery 4 Weekly Sales Transactions t National Street Centerline Database 4 Parcel Boundaries 4 Property Record Tax Roil 4 Scanned Assessor Tax Maps 4 Flood Plain Data 4 School District Boundaries DMP's data development expert's research, collect, aggregate, enhance and maintain these databases on a continual basis. This extensive ongoing effort is transparent to the everyday users of DMP's SaaS and Data products. Because DMP maintains such a comprehensive data repository, this bulk data is nIade available on a very cost effective balls to more sophisticated GIS users who maintain their own hardware/software platform. A growing number of DMP customers are becoming users of both bulls data and SaaS applications. Page 14 25H-71 f:ity of S,mt,a .Ana Klbhl ' Public bVorlvk ,Agency PROPOSAt, -- HH' 171-002 Geu„=.rapim iaahwau.aimn Syyteaaas Scervitea and Data DIGITAL MAP PR0D UCr5 Project Ieam Ment=.hers James Skurzynski, President and Chief Executive Officer -1997 to present Jim Skurzynski is President and CEO of Digital Map Products Inc., a leading provider of location technology and data solutions. As one of Digital Map Products' founders, Jim has turned the company's vision of simplifying spatial technology and bringing it to a wider audience into reality. Digital Map Products was the first in its Industry to deploy Internet based spatial applications through a Software -as -a -Service model. in addition to driving innovation at Digital Map Products, Jim has led the company to several consecutive years of record sales and profitability. The company's current offerings include SaaS applications, a spatial development platform and location content solutions all of which enhance decision-making and problem solving In markets such as government, utilities, and real estate. Jirn's career has been distinguished by his ability to extend the value of complex technology to new markets and users by simplifying its use and employing cost effective delivery models. Prior to Digital Map Products, Jim was Managing Partner at JSA International where advised international organizations in the creation of cross-border spatial technology partnerships. Before JSA International, Jim founded a company that helped Mexico's federal government convert their real property information to digital format. Early in his career, Jim successfully built and sold a company that pioneered a new class of affordable Computer Aided Design/Engineering software for small and mid -.sized architectural and engineering firms using a timeshare model that was similar to what we know today as SaaS. Geoffrey Wade., Chief Technology Officer -- 2000 to present Geoff Wade is Chief Technology Officer of Digital Map Products Inc., the leading provider of location technology and data solutions. Geoff is responsible for the company's overall technology development, product management and engineering initiatives, generating spatial based SaaS technology and data offerings for business and government. During his time at Digital Map Products, Geoff's vision and foresight has fostered the creation and development of the company's suite of leading spatial solutions, including mapping development platform SpatialStreaMT", local government and real estate SaaS products GovClarity" and t.andVision'". Geoff has held senior engineering positions with companies in the GIS industry, including Thomas Bros. Maps and Intergraph. Geoff has 30 years of experience in technology systems and engineering. 51 Page 25H-72 City of sS;inta Ana Publir� Publi(: Works Agency P&tOPOSAL -- RFP 17-002 Geographic Infortimli.nSys€e.nasServices and Oata DIGITAL MAP PROr) U CTS A functional and industry expert, Geoff has deep working knowledge of technology, mapping and data visualization. Geoff received his degree in Civil Engineering from the University of Sydney. Ann Schwab, Vice President, Customer Success — 2007 to present Annie Schwab is Vice President, Customer Success for Digital Map Products Inc., the leading provider of location technology and data solutions. Annie oversees the overall growth and direction of the company's customer success programs and initiatives. She leads multiple teams in the pre -sales, onboarding, Implementation, customer support, and customer development processes. for this project, Annie will provide strategic oversight and serve as an escalation point for issue resolution. Prior to Digital Map Products, Annie was a strategy consultant for the aerospace and defense industry, advising clients on emerging technologies, complex data analysis, and competitive intelligence. She has held senior positions with Global Business Analysis, Kroll, and Andersen. Annie has over 13 years of experience in strategic consulting, marketing and technology. A regularly featured speaker at industry conferences, Annie has expertise in mapping, cloud computing and data visualization. Annie received both her MBA and her undergraduate degree from UC Berkeley. Skip Cody, Senior Customer Success Manager -2004 to present As a Senior Customer Success Manager, Skip Cody is responsible for the support and growth of some of our largest clients across several industry verticals and UMP solutions. Skip will serve as the Project Manager for the City of Santa Ana and as such will be the main point of contact for the City, coordinating the tasks and deliverables for this contract. He has been with UMP since 2004 and has worked in the GIS/Mapping industry for the past 20 years. Skip's prior work experience was as an application engineer at Thomas Bras. Maps (Rand McNally). He has helped in the design and delivery of many successful GIS application integration projects in both the private and public sector. His project experience ranges from Stat synchronization projects with MIS and Title Companies, to custom GN workflow applications within State, and Local government. Caroline Stoll, Director of Customer Development -- 2012 to present Caroline Stoll is Director, Customer Development for Digital Map Products Inc., the leading provider of location technology and data solutions. Caroline manages the overall growth and direction of the company's account 6(Page 25H-73 &.itv iA timnta ,Asara i'u lic Publu Lkoi las Age uc'y PftOPO�,Al RHI 11-14W2 i'cragt,atahic inliare:aatscan Systvmt N'4 vire<'.s and Data DIGITAL IAP FRODUCtS development: strategy and initiatives, and is responsible for leading a team that empowers government, ROW and asset management firms with easy-to-use mapping solutions and comprehensive data solutions. Caroline has 13 years' experience as a solutions consultant in the public and private sector. She specializes in account growth, strategic planning, market development and insights, and stewardship of the company's portfolio of products. Caroline receives,! her O.A. in Liberal Arts and Sciences from Seattle university. Steven Cheng, Director of Data Development — 7001 to present Steven Cheng Is the Director of Data Development at Digital Map Products Inc„ a leading provider of location technology and data solutions. Steven oversees his team in developing and maintaining a large scale spatial data warehouse fueling the company's location technology and content product offerings. Steven has extensive training and experience in spatial data modeling and integration, database administration and development, large scale cadastral data integration, and technology development as well as expertise in GIS. Steven brings a unique ability to add business value to GIS data by aggregating data Prorn disparate sources to enable meaningful analysis. Stevan received a degree in Surveying Engineering from National Chung Kung University In Taiwan, and a Master's degree in Geodetic Science & Surveying with a specialization in Digital Mapping and Geographical Information Science from Ohio State University. Steven has also participated in training and education programs from institutions including ESRI, and the Oracle Taipei Education Center and The Institute for information Industry, Education and Training Division both In Taiwan, Karen Figgins, Product Manager, Government solutions — 7004 to present Karen is the Government Solutions Product for Digital Map Products Inc., the leading provider of location technology and data solutions. Karen has 15 years' experience working with government, particularly local government, Prior to joining Digital Map Products, Karen worked in the IT Department at the City of Irvine. Karen has spent much of her time at DMP working directly with our government customers and training them to use our products. Through this direct interaction Karen has a deep understanding of their needs and concerns. Karen is responsible for working with our government customers to drive Improvements in our products that empower government employees to provide greater service to constituents, 7 1 P a g e 25H-74 City of Santa Ana Public Public Worli s Age3nclv PROPOSAL - RFP i.i•uo2 {+coffal hic irefot'nnatio n Systems Services and Data DIGITAL MAP ORODucrs Marc CiIurzo, Product Trainer— 2016 to present Marc is a Product Trainer for Digital Map Products and is responsible for developing and delivering initial and continual learning sessions for DMP's SaaS customers. Working on conjunction with Skip and Annie, Marc will provide custom training sessions to the City. He holds a Bachelor's in Geography frorn LIC Santa Barbara and has technical expertise in GIS, Remote Sensing and SQL. 81 Page 25H-75 f 0i 40 Salit zi Ail a Public PlAhlic 6Y`rrr las agency t'tttil10S Xl Itt ll ]7-{It?L t,araari Aj)hic Ililorinaatton Sv+tvnl` ' mk'rvices.and Dain DIGITAL MAP PRODUCTS �troocvsal Cp,ioo 1 t loud based (Iiosted) Map Based Apvlwa*C Scope of Services: 1. Work phases to be completed a. GovClarity'" Is already implanted at the City of Santa Ana with the included requirements .so there is no work to be completed for a seamless integration. 2. Tasks to be accomplished a, Upon Notice to proceed and Fully Executed Contract, DMP will schedule onsite training with City GovClarity'" users. 3, Deliverables to be provided a. GovClarlty'" with unlimited access for all City users. Schedule: GovClarhy" is already implanted at the City of Santa Ana with the included requirements so there is no work to be completed for a seamless Integration. We will schedule training to take place within 30 days of fully executed contract. P1000',d C�pti,�n �giral Aw i:al t�rtl+oph for „;tty Scope of Services: 1. Work phases to he completed a. Capture b, Processing c. Integration d. Delivery 2. Tasks to be accomplished a, Capture using a state-of-the-art, calibrated, full format mapping camera. Concurrently, detailed locational and positional information is captured by on -board computers and is used along with the imagery to create a digital elevation model that is used to ortho-rectify the imagery and create a highly horizontally accurate product. 91 PaP,e 25H-76 City ofSanta Ana Public Public 4 of ks Agency PI OPOSAI RFP 17-002 (mc ogfraaphir Intornaation Syuternw Services and Data DIGITAL MAP Praoouci's b. Processing is done in a multi -step method. Once the elevation model Is created, the irnagery is rectified. Next, the imagery is placed into the proper projection in order to merge seamlessly with other datasets contained in the GovClarity platform. The imagery is then tiled properly and specially prepared to be able to be streamed into the GovClarity platform using the processes that have been developed and fine-tuned by Eagle and DMP over several years in order to provide excellent performance. c. Integration is completed when the. updated imagery will begin to be streamed into GovClarity. d. Delivery is completed through streaming integration in GovClarity and onsite delivery to the City in GEO Tif and MrSID. 3. Deliverables to be provided. The deliverable will include annually updated 3 -inch pixel resolution ortho-imagery both onsite in CEO TIT and MCSID and streaming into GovClarity. Schedule: a. Capture: May and/or June of each year b. Processing: July/August/September of each year c. Integration: September/October of each year d. Delivery: October or November of the year in which the imagery is captured Prom+)Sal Option 3 —Graphic Parcel and A lessor Hata SCOPE CFF- SE'Rlrlf:f: S 9, 3CHIJX P-. Scope of Services: 1. Work phases to be completed a. Acquisition b. Integration L DGN Conversion c. Delivery 2. Tasks to be accomplished a. Acquisition of data: I. County Public Works provides Graphic Parcels and Street Centerlines H. County Assessor provides Tax Roll updates 101 Page 25H-77 i i(V of S'Inta Ana lluhhl Public ktoi ks Age nr� PROPOSAL RFP 17 002 Geog'Illblc Intol 111atioll sv'Stvtns ser% t e5 71A(11 Dat.1 DIGITAL MAP PRODUCT $ b. Integration: DMP proprietary processing and ETL workflows to assimilate data into DMP databases. L Conversion of source data to DGN format as required by City c. Delivery: DMP workflows and processing to create data in requested formats required. Posting of data to DMP FTP site. 3. Deliverables include: a, File Goodatabase of orange County Parcels and Centerline data, annual delivery b. Ivicrastation DGN of Orange County Parcels and Centerline data, annual delivery c. County Assessor Tax Roll Data, quarterly delivery. Schedule: 1. Graphic Orange County Parcel GIS Data a, File Geodatabase i Parcel Data (1) Annual Delivery (a) 30 days from standard format acquisition from county H. Street Centerline (1) Annual Delivery (,a) 30 days from standard format acquisition from county In. Microstation DGN i. Parcel Data (1) Annual Delivery (a) 30 days from standard format acquisition from county ik Street Centerline (1) Annual Delivery (a) 30 days from standard format acquisition from county 2. Tabular Orange County AssessorTax Roll Data a. Microsoft Access (1) Quarterly Delivery (a) Jan / April / Aug / Dec b. LGIM (1) TBD pending future potential addition of this format. (a) Target date TBD pending future research/collaboration with Santa Ana I I I P a g 0. 25H-78 City (rf Santa Ana Pttt)li( 1'ulrlic Works Age ntT i'ROf'OSAI. — RFP 17-002 Geographic Inforni aHon Systenns Services attd Data DIGITAL MAP Prenoucrs RkLEVANr PROJECT EXPERIENCE AM) REFERENCES The The City of Santa Ana was DMP's first customer in 1997. Since then the company has added dozens of additional cities as customers in Southern California, diversified nationally with its local government business and expanded into other complementary markets with the same core products being proposed herein to the City of Santa Ana. Today users of the DMP technology and data include Microsoft, Google, Zillow, Trulla, CoStar, Fannie Mae and the US Census Bureau. DMP recently signed a statewide master license agreement with the State of California to provide like products. DMP powers mapping technology for 3 of the top 5 residential real estate multiple listing services (MLS) in the country and provides map -based real estate information to the desktops and mobile devices of 16,000 commercial real estate professionals nationwide. Almost every logo from the Top 100 Builders in the USA is also represented on the DMP customer list. Select references for organizations with relevant project requirements of the City of Santa Ana are provided as follows: State of California Digital Map Products recently established a Statewide Enterprise contract with the Department of Technology, providing access to DMP's SaaS applications, Content Solutions, and Platform. Through this new contract, the State of California is initially adding 20 departments with 2,500 active users accessing ourSaaS products, as well as SmartParcelp" data delivery for all 58 counties of California, with unlimited user access, and also access to our API for internal development of existing state applications. Prior to the statewide contract, The State of California has been a client of Digital Map Products for the past ten years using both Software -as -a -Service and Content Solutions in six separate agencies. Sponsor: .john Carotta GIS Office of Technology Services California State Department of Technology 3101 Gold Camp Drive Rancho Cordova, CA 95670 (916)464-3747 Orange. County Assessor Orange County Assessor was provided with the GovClarity`" Software -as -a -Service deliverable along with the underlying SpatialStreamn' development platform. These components wore integrated into the Assessor's 121Page 25H-79 Ciiof S:uita Ana Pub is Public b4 of 1%s Agt,m v 1,140POSAi. -- 1111' 1', 002 a;z,a s slshrc iIIIoriia.rtiun systeitc, ser'vw s and I)X,i DIGITAL MAP PROD 7CTS along with other third party software and systems developed Internally by the Assessor. OMP products are used as the primary visual interface to the Assessor system for both internal desktop and field computing applications. OMP also provides a full complement of onsite data which includes parcel boundaries, current and historic aerial imagery. DMP has been a preferred provider to the Orange County Assessor since 2005 and worked with the Assessor to showcase their award-winning solutions throughout the State of California. Sponsor: Kenn Dobson Orange County Assessor 625 N. Ross Santa Ana, CA 92701 714.568.9849 City of S.y„ luau% Capistrano, CA The City of San Juan Capistrano was provided with a GovClarity"" subscription to access the orange County Parcel and Right -of -Way database, property ownership information, Thomas Bros. Maps digital database, 3" color imagery, environmental geo-hazards database and black and white high resolution orthophotography. Along with these base data sets, the city has posted data including water, sewer, and storm drains, created by outside consultants as well as providing the city's zoning designations in digital format for access by devetopers. GovClarity'" works in parallel with the city's minimal number of existing ArcView licenses as the enterprise wide deployment solution for ,staff to access the city's data. Staff members throughout the organization access the city's GIS data over the Internet at their desktops and the public counter. Sponsor: James Fournier GIS Specialist City of San Juan Capistrano 32400 Paseo Adelanta Sari Juan Capistrano, CA 97675 949.487.431,4 City of Mission Viem, CA The City of Mission Viejo has been a client of OMP since 1999. This city was provided with a GovClarityw" subscription to access the Orange County Parcel and Right -of -Way database, property ownership information, 3" color imagery for their internal GIS and CommunityViev✓"`" for their community -facing application. OMP 131 Page 25H-80 ity of Santa Ana Public Publit Works A�,Peuvy PROPOSAL RFP 17 002 (wographic lulornialion Svstenis Sctwices and Data DIGITAL MAP PRODUCTS works closely with their team to meet their needs in accordance with their internal system, their customized data requirements and the data they display to the public. Sponsor: Richard Schlesinger City Engineer City of Mission Viejo 200 Civic Center Mission Viejo, CA 92691 949.470,3079 AGREEMENT STAlEMENT DMP concurs with provisions as contained in the standard agreement attached as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. DMP will require our standard Content and Web Services Terms and Conditions to be included in final executed agreement. 1.41 Page 25H-81 Cltv of Santa Ana fluabin 11uhIR k°v's"-ks Auvrif Y PRON)SAI - HF1' 17 002 (W I w I a p h ic I nfor it I't I is systclris set'v I ces arli I Datit DIGITAL MAP PRODUCTS A I TACHMENT 1: SCOPE OV WORK PROP05AL OPTION 1: Onud 6ased lHo%tvd) Map Based AppWation Project Scope The City of Santa Ana seeks access to a turnkey, hosted, map -based application for their in-house staff. DMP is the current provider of GovClarityl", the hosted map -based application used by the City of Santa Ana and hundreds of users throughout the state. )NIP proposes to continue to provide the City of Santa Ana with GavClarity'm, which will serve up data, including but not limited to parcel boundaries, assessment data, aerial imagery, street centerlines, land use, etc. Gov(larity" Cverwew GovClarity'll provides a powerful, easy-to-use web -based software application that enables users to find, view and interrogate subject properties, Use aerial imagery backdrops and parcels to analyze spatial data, access property and tax data to find ownership, and use the drawing and annotation tools that incorporate aerial imagery and search inquiry tools Into presentations, and more, With Gov,Clarity", agency staff will be empowered from the start with functionality and capabilities to truly interact with City maps and data. Additionally, GovClarityr" is much more than a simple data viewer but serves as an effective collaboration tool for a wide range of spatially related projects. The latest GovClarity'" software updates and technology additions are automatically installed and available to subscribers as part of the service. With the licensing of Gciv,Clarfty'�, your Information "Technology (IT) staff will not be tasked with complex, vertical technology implementation. Using the GovClarity'm Hosted Subscription model, DMP takes responsibility for everything "behind the screen". DMI) offers high availability 124/7) and performance (application uptime minirrunt of 99.9%) as well as all system and data backups, offloading maintenance and infrastructure headaches from I F staff. The. DMP application service platform is co -located at a secure S100M SBC facility in Irvine and Phoenix, Arizona. With this model, DIVII) clients enjoy the benefits of easily accessible, large-scale, highly functional systems that do not require extensive resources or personnel to develop and maintain. SysterK Architecture I General Requirernents • The vendor will provide unlimited user account based access to the hosted map based application for all city employees. DMP will continue to provide unlimited Gov(larity'" Licenses for the City of Santa Ana employees. • Each user account will use pass-thru authentication using a custom designed City intranet website 15 1 P a F c' 25H-82 City of Santa Ann Public Public Works Agency PROPOSAL - RFP 17-002 Geographic Information Systems Sei'vices and Data DIGITAL MAP PR o DUCTS that will pass the user's city network credentials to the hosted map based platform for authentication on the hosted map based application. CiovClarity'� will continue to provide auto -login based on user network authentication. The hosted map based application will support the use of the following browsers: c) Google Chrome a Internet Explorer (Version 11+) • Firefox • the vendor Will update the hosted map based -application as needed to address browser security and functionality updates. GovCiarltyTM meets these requirements. • The hosted map based application will run on servers in a Secure tier -if colocation data facility. During City business hours, the application availability uptime should be rated at 99.9%. A formal Service Level Agreement is not required, but the city expects compensation for extended downtime and will negotiate a fair rate with [lie Vendor. GovChirity meets and exceeds these requirements with 24/7 high availability and performance at 99,9% documented uptime, The DMP application service platform Is co -located at tier -4 secure $100M SBC facilities in Irvine, California and Phoenix, Arizona. With this model, DMP clients enjoy the benefits of easily accessible, large-scale, highly functional systems that do not require extensive resources or personnel to develop and maintain, • The Vendor will perforin all application maintenance and updates after regular City business hours or on weekends. GovClarftylm meets these requirements. Maintenance Windows are always performed out of office hours, and very rarely required. We have multiple redundancies built into our system with no single point of failure. App updates are made available in parallel with previous app versions, and release of new app versions are controlled by our Customer Success Team and coordinated in conjunction with the client. Patches are periodically done to individual backend systems without requiring an outage window, and with no negative impact on running applications. • The Vendor will offer periodic web -based training for City employees. DMP meets and exceeds this expectation with regular web -based training available to all customers at no additional charge. Schedule available online. DIVIP will also provide the Santa Ana users with customized Posits or web -based training every 6 numths, Support will be available via phone and e-mail during regular City business hours. DMP support hours are Monday — Friday lam to Spm Pacific, 16 1 PaEo' 25H-83 DIGITAL MAP PRODuCT$ Layers City of Santa Ana Public Public Works Agency PROPOSAI, -- RF11 17-002 Geographic Information Systems Services and Data The hosted rrijp based platform will provide access to the following layers: o Underlying map base provided by Bing or Google Maps with option to display up-to-date aerial high-resolution aerial photography. GovClarity'- meets and exceeds these requirements with Bing Basencap and Oblique's, and launch out to Google Earth. GovCiarity" also seamlessly integrates up-to-date high, resolution aerial photography as a core capability for Santa fine. Orange County Parcel data for the entire city of Santa Ana plus a reasonable buffer to allowfor Interagency project needs The parcel graphics will be updated according to the Countyupdate schedule with new information as provided by the Orange County Surveyor and Assessors office, The vendor Is reV. cLnsL)Iedr uQdating anA maintaining the iLrap ic parcel _tnLQc_1n_aL1_on and will coordinatte with the County to correct errors in the data as th e.y are found. DMP maintains parcel data for the entire County of Orange and will provide coverage for the City of Santa Ana plus a minimum 500 -fort buffer. DMP updates graphics based on the County schedule. Parcel Oita errors and issues reported to DMP are sent directly to the County as they are reported. a Orange County Tax Roll data for the entire city of Santa Ana plus a reasonable buffer to allow for interagency project needs This data may be provided by any third -party supplier. The tax roll data should include ALL possible fields collected by the, County Assessor and the vendor should attempt to ensure the completeness of ALI, provided fields in the tax roll data, OMP maintains Orange County Tax Roll data for the entire County of Orange and will provide coverage for the City of Santa Ana plus a minimum 500 -foot buffer, The tax roll data includes all possible fields collected by the county assessor, which are vetted for completeness and updated regularly by OMP. 1 lie tax data will be integrated into the hosted map based platform so when a user selects a parcel onscreen they can see the linked tax roll data attributes for that parcel. GovClarlty'" meets and exceeds this requirement with parcel identification. The hosted map based application will provide several methods for producing buffer notification reports (e.& distance from parcel, selection from CUStOlin Polygon shapefilLs, selection from custom drawn markup objects, etr) and output the resulting list in a variety of formats. 25H-84 17 1 P a g e DIGITAL MAP PRODUCI s City of Santa Ana Public Public Works Agency PROPOSAL - RFP 17-002 Geographic Information Systems Services and Data GovClarltV7" meets and exceeds this requirement with buffer and notification tools. The hosted map based application will allow the user to query the tax roll data on a Custom selection of attributes and outputthe resulting list in a variety of formats. GovClarlty'" meets and exceeds this requirement The hosted map based application will provide uls to 15 years of property transaction history. GcvClarity"" meets and exceeds this requirement, maintaining more than 15 years of prop" transaction history. c.) Hazard layers. -The vendor will provide various government created hazard layers and update them as needed/requested. (Seismic, Fire, Flood, Manmade, etc.) GovClarity'" meets and exceeds this requirement with hazard layers including seismic, fire, flood, manmade and more. o Census Layers -The vendor will add new census geography layers as they are released. (Tract, Block Group and Block level data.) GovClarlty' meets and exceeds this requirement - all updated layers are immediately available to the end user through the application interface. 0 Custom shapefiles -The hosted map based application will allow the loading of custom sh_apCf_Hqs,for display. Administrators be able to load flies for all users toview. Individual users will be able to load shapefiles for personal use on their user account. Gavclarftlr" meets and exceeds this requirement. Users can load custom shapefiles for personal use on their account or to be shared with other users, and administrators can food custom shapefiles for use In their personal account, or shared for all users to view. c) The application will offer various symbolization choices for layers: colors, line styles, point symbols, etc. GovClarity'" meets and exceeds this requirement with robust symbolization. Features / Tools The hosted map based application will offer various markup /drawing and measurement tools, Including the ability to draw a rectangle using two points of input. GovClarity" meets and exceeds this requirement with robust drawing tools, enhanced with the ability to draw a rectangle using two points of input. 18 1 P a g 0 25H-85 City of Santa Ana Public Public WoHts Agency PROPOSAL - RFP 17.002 Geographic Information Systems Services and Data DIGITAL MAP PRODUCTS Markup layers should have the ability to be made persistent and saved for later use. GovClarity'" meets and exceeds this requirement. All markup layers can be saved and will persist for later use. The hosted map based application will offer the ability to save various map views and bookniarklocations for later use. GovClarity*" meets and exceeds this requirement. Saved Map Views will retain all details of existing inap composition (layers, zoom, filters, etc.), and can be shared with other account users. Saved bookmarks locations provide for quick return access to a location for later use. + The hosted map baser) application will offer various search methods to find locations. (Address, APN, Intersection, etc.) GovClarity'" meets and exceeds this requirement. Users may search by APA), Address, Intersection, Lat/Lon, owner name, and more. Reports / Output + The hosted map based application will offer several methods to generate printed maps and reports. GovClarity"" includes robust turnkey print and reporting capabilities as well as the ability to custom configure printing and reports at the discretion of the customer. o Required formats: " Reports: Microsoft Excel or Comma Separated Values, Adobe POF, assorted Avery Label formats for owner and occupant address lists. GovClarity'"° meets and exceeds this requirement. Maps: Adobe PDF or JPEG formats. • Ability to add custom titles and footnotes GovClarlty'" meets and exceeds this requirement. * Ability to include/exclude rnap legend GovClarlty' meets and exceeds this requirement. A Ability to specify custom map scales, GovClarity" meets and exceeds this requirement. a Ability to specify custom paper sizes: (Letter, Tabloid, ANSI E, etc.) GovClarltyTM meets and exceeds this requirement, The hosted map based application will offerthe ability to save reports and recall them for use at a later time. GovClarity'" meets and exceeds this requirement. 19IPage 25H-86 City of Santa Ana Public Public Works Agency PROPOSAL - RFP 17.002 Geographic Information Systems Services and Data DIGITAL MAP PR 0 DUCTS Integration with City Appfications The hosted application will integrate with the City's custom internal EDIVIS (Electronic Document Management System) website to allow for spatial selection of City engineering plans and documents. * From a custom layer of street centerlines, Interactively select street via a two-point rectangle (inside selection or pass-thru selectkm. * Build a CUSt"A URL based on that selection. * Pass the custom URL to internal EMAS document server to display relevant documents. GovClarftyl" meets and exceeds these requirements today through the following features: m Tool bar customized to add "Find Drawings command, using the draw rectangle to complete the workflow described above • Added draw rectangle toot to draw tools menu • Created intersection locate based on City's street centerline data • Tool bar customized to add the reset map command • The hosted application will have the ability to integrate with future City applications (permitting, document management, etc.) GovClarity' "tests and exceeds this requirement as both a turnkey and extensible application. As a robust cloud -based local government mapping and Integration platform, GaerClarity delivers the ability to integrate and enhance your data usability. Use GoyClarity to consolidate data, analyze asset locations, streamline workflows and accelerate decisions. Through City application Integration, GovClarlty offers deep insights Into your data and builds the foundation for exceptional constituent service. Location is the logical integration point for local government data, systems and activities. GovChirity can be custom configured to integrate with existing and future City applications at the City's discretion. 201 Page 25H-87 City 0f Santa Arta Public Public Works Ageocy PROPOSAL - RFP 17-002 Geographic Information Sy:tents Services and Data DIGITAL MAP PRODUCTS PROPOSAL OPTION 2: Digital Aerial Orthopheatography Project scope The City of Santa Ana seeks to acquire 7.5 cm (V) pixel resolution color digital Orthophotography. The Orthophotography will be captured with a large format calibrated digital aerial mapping camera, it will be Ortho-roctified using an accurate DTM created from the digital imagery (accuracy and additional specs below). The project limits will be based upon the attached boundary description document (Attachment 5), DMP Proposes the continuation the integrated Orthophotography already in place at the City provided by Eagle Aerial, which meet and exceed the requirements laid out in this scope of work. Eagle and DMP have worked for years to integrate Eagle's streaming service with DMP's SaaS platform at a level of performance that is industry leading and free of lag and failure issues that often occur when merging diverse solutions. The integration process was complex and required the implementation of proprietary technologies and skill sets that allow the level of integrative performance between the Eagle imagery stream and the DMP software solution to be seamless. Due to the extensive efforts over the years, performance specs meet or exceed the following industry leading standards: Availability: 99.99% uptime Response Times: 90% tiles under ASOms 49% tiles under 800ms 99.99% tiles under 120oms The City desires to have one point of contact for all interactions with the Vendor in regards to the Digital Atrial Orthaphotography Project. The City also desires the option to change the point of contact as needed during the course of the agreement, at the City's discretion. See Project Management and oversight proposed in Company overview – Project Team Members, The city desires to enter into a three-year agreement with the vendor with the option to extend the agreement for an additional two years. In the sealed fee proposal, the Vendor will provide four (4) quotes based on the project requirements listed below for the following deliverable schedules: Initial Three Year Contract Schedules: Delivery Schedule one: Imagery flown and delivered in years one, two and three. Delivery Schedule Two: Imagery flown and delivered in year one and year three. ExtendecJ—Fptlrt1LaanI fifth Year Contract Scheduig Delivery Schedule Three: Imagery flown and delivered in year four and year five. Delivery Schedule Four: Imagery flown and delivered in year five. 211Page 25H-88 (Ity ot.rsaa,ta Ana 11uhh( i'uhhc Worizs Agency 4'htJt'OSA14-RFI' 17-1)c1' Geographic tnhwtuation Systems Services arta# Data DIGITAL MAP PRODUCT$ Project Requirements Horlaontal Aqg L4rr c The datura for horizontal adjustments and positions must be the North American Datum of 1983 (NAD 83). The datum for vertical adjustments and elevations will be the North American Vertical Datum of 1988 (NA VD 88). Further, it must be adjusted to the 2007 [POCH adjustment by the County of orange to account for ground shift In orange County that has caused 2.2' average shift from the 1988 NAD datum. All horizontal values must be published in the California Coordinate System 1983.(CCS83), Zone 0, State Plane values in U.S. Survey feet. Eagle Aerial Orthophotography meet and exceed these requirements, The Ortho Images Must be tied to the current Geodetic control network Prom the orange County Survey Department. They must also have a horizontal accuracy of plus/minus one foot or better throughout the project area. Eagle Aerial Orthophotography meet and exceed these requirements. Ejight Ca rrjaion All aerial photography must be performed in accordance with specifications established by the American Society of Photogrammetryacrd Remote Sensing. A large format, calibrated digital mapping camera with forward motion compensation must be used. T'he vendor will deliver a Camera Calibration Certificate for the camera used. Planning and acquisition will be performed under the direction of an ASPRS Certified Phatogrammetrist, The Vendor will provide a copy of the certificate confirming the ASPRS certification upon request. Eagle Aerial Crrthophoteagraphy meet and exceed these requirements. Eagle will provide a copy of the ASPRS certification upon request. Bather time of daygrid time of ye7r The photography must be captured in the May/June time frame with the sun at least 30 degrees above the horizon. Visibility at time of capture must be a rninimum of 10 miles as reported at local weather stations to assure clear, crisp images. Eagle Aerial Orthophotography meet and exceed these requirements, 221 Pa 8e 25H-89 City of Santa lista Public Public Worsts Agency PROPOSAL - RFP 1"-002 Geographic Information Systems Services and Data DIGITAL MAP PPODUC FS Digital 0rthcipl-iotogLqp_hv Production The orthophotography must be produced with 0.25 -foot resolution or better. All orthophotography must be delivered In GCb_ TIF and MrSID image file formats with associated World files. The images will be mosaic'd and seamless in appearance. Radiometric adjustments will be performed to balance brightness and contrast of the imagery over the entire project area with the intent that It should match the brightness and contrast of the orthophotography deliverables from previous years. The ortharectified .TIF files must be tiled for delivery according to an index, tiling scheme, and file naming convention provided by the City. The tiled files will be edge matched and seamless in appearance. The MrSID compression will be, conducted at a minimum 20:1. ratio to create a singular file consisting of all seamless orthorectified tiles. Eagle Aerial Or thophotography meet and exceed these requirements. ORANGE COUNTY AERIAL PHOTOGRAPHY Eagle Aerial Imaging his been providing aerial photography of the Orange County, California area for nrore than 20 years. Eagle is centrally located in Orange County, California. As an Grange County aerial Imagery company, Eagle has provided aerial images, aerial maps, ortho images, and aerial surveys to the largest and most respected government and private organizations in the Southern California as well as many smaller entities wanting quick service and good value. Det ailed summa y af. c eliverabies far each year imagery is f own and deliv_ered,: • A Camera Calibration Certificate for the camera used for the Plight and imagery acquisition. A Camera Calibration Certificate for camera used will be delivered with the imagery. • Document that provides the date, time and weather conditions for the image acquisition. Documented weather conditions during imagery acquisition will be provided. • A perpetual enterprise license for the imagery for the entire City of Santa Ana to use, Including emergency responders for dispatch and inside the MDC units in their vehicles. The city will be allowed to give copies of the licensed imagery to consultants and contractors doing work on behalf of the city under a pre -created sub license agreement provided by the vendor. These requirements are all included in the proposed licensing of Eagle Aerial Imagery. • The imagery must be able to stream into SaaS CIS service "Digital Map Products - Govt;larity" or other SaaS CIS web -based service for Ei a dltion la_char_ge. The imagery is fully integrated into DiVIP's GovClarity product producing a comprehensive streaming environment for the end user. 231 Page 25H-90 City of Santa Acta Public Public Works Agency PROPOSAL - RFP 17-002 Geographic Information Systems Services and Data DIGITAL MAP PROD tic 7S One complete set of orthorectified image files in GEO_TIF file format with world files matching the boundary extent as determined by the city. The vendor will work with the City to determine the best compression method, tiling and pyramid levels to meet the City's needs. Proposed imagery meets this requirement and DMR and Eagle will work directly with the City to determine best methods to meet City's needs. One MrSID compressed and mosaic'd image file of the entire city matching the boundary extent as determined by the city. The vendor will work with the City to determine the best MrSID file creation settings to meet the City's needs. Eagle imagery meets and exceeds these requirements. r The vendor will keep a digital copy of the deliverables for the duration of the contract, in the event that the City needs to re -download them for no additional charee. Eagle and DMP stores digital copies of deliverables in the event the City needs to re -download thews. + Photo index sheet of tiled files. Photo index sheet will be provided to show tiled files upon request by the City. Include an ggljLon for delivery of the 4th band (NIP). The vendor will work with the City to provide a set of false color orthorectified image files in GECI_TIF file format with world files matching the boundary extent as determined by the city. The vendor will work with the City to determine the best compression method, tiling and pyramid levels to meet the City's needs. Eagle Aerial provides various options for 4`s Band NIR imagery and will work with the City to determine hest compression method to meet the City's needs, This option is included and all pricing options included in separate submitted cost proposal. Includearippt o for onsite delivery on portable hard disk or downloaded via electronic delivery (for sales tax savings) Option is included and all pricing options included in separate submitted cost proposal. Include an,gp r for a Digital Terrain Model (DTM) and 2 -foot Contour Generation. The Vendor shall create and deliver to the City a digital file of the DTM created in connection with the imagery ortho- rertification project and derived 2 -foot contours in Microstation DGN file format created using Phodar, t idar or whatever technological approach Vendor chooses. Eagle Aerial provides custom, highly accurate, photogrammetrically created elevation and contour data to assist in slope analysis, hydrologic studies, grading plans, 30 modeling and the like. Contour intervals as close as 2 foot can be created through a rapid and highly efficient process. This option is included and all pricing options included in separate submitted cost proposal. 24 1 page 25H-91 City of S anta Etna Pohlir Public Yi ortcs Agency PROPOSAL - HVP [ ;-002 ('voge Aphic Intonnafaon ysteraas services and Data DIGITAL MAP PRODUCTS PROPOSAL OPTION 3: Graphic Parcel and Assessor Data ?I oject Scope The City of Santa Ana seeks to acquire Orange County parcels, centerlines and tax roll data for the City in GIS, CAD and tabular formats on an annual and/or quarterly basis. DMP is the current provider of Graphic Parcel and Assessor Tax Roll Data used by the City of Santa Ana and hundreds of users throughout the state. DMP proposes to continue to provide the City of Santa Ana with SmartParcels"" and centerlines for a seamless integrated approach and data continuity throughout all products used at the City. SmartParcels Parcel and Prooerty Data SmartParcels empowers your geospatial and lunation -based systems, applications and analytics with better location context, accuracy and interactivity. Leverage the power of nationwide parcel data and property attribute records, which we standardize and join together from thousands of local government offices on an ongoing basis. Heighten your location intelligence with our parcel data, unparalleled in accuracy, breadth, currency and depth of detail. Ultraprecise and Detailed Pasitional Accuracy SmartParcels parcel data comprises key elements driving location accuracy and detail: • parcel boundary • parcel level geocode or centroid • parcel APN/Tax ID number • parcel address/SITUS • parcels linked with property and tax attributes such as ownership, land use, assessed value and more SmartParcels are platform independent and can be integrated into any standard commercial application or in- house system. SmanParcels can be delivered via our ParcelStream web service/API, a module of our Spatial5tream platform, providing an easy integration into your applications with unequaled performance and user interactivity. We also offer SmartParcels via on-site delivery (Shapefile, FGDB) when controlled deployment on your premises or behind your firewall is desired, 251Page 25H-92 City otSant=a And kruttlic Public Works Agency 11RO110SAI, - RF'P 17-002 Geogriphic Information Systems Sevvic€:rs <and Data DIGITAL MAP PRODUCTS Project Requirements t`tohir Cara U t County ParcCl GIS Dasa IMining�n.�g�z r{ rementsl For each year of the contract, the Vendor will provide updated Grange County parcels, centerlines and other county GIS data in ESRI File Geodatabase format and Microstation DGN format. Once the County has released the updated parcels, the Vendor will deliver the processed data to the City within 30 days. DMP's SmartParceis meet and exceed this requirement. Data will be delivered in File Geodatabase format and Micrastatlon DGN format within 30 days of County release to DMP. The City desires a perpetual enterprise license for the parcels that allows unlimited use for all city employees, consultants, contractor's and agents of the City. The City desires the right to distribute derivative datasets based on the parcels (zoning, land use, etc.) on an Open Data website for download by the public. These requirements are all included in the licensing of DMP SmartParceis-' The City will determine the required fields and projection information for the deliveries. Over the duration of the contract, the City may require that the parcels be delivered in a format that is compatible with the ESRI Local Government Information Model (LGIM) schema. The Vendor will work with the City to provide the parcels in the desired formatjscherna. Digital Map Products will work with the City to provide SrnartParcels" in the desired format.Jschenxa. ESRI File, eotlatabase Deliverai5lgs {annual delive vl • The Vendor will provide the Orange County Assessor's parcels and centerlines in ESRI Mile Geodatabase format. DMP SmartParcels and street centerlines will be delivered in File Geodatabase format. • The Vendor will include a table in the File Geodatabase that relates the ORJECT'ID of the Parcel to the Assessor's parcel Number (APN). 'T'he Vendor will work with the City to deliver this table in the format the City desires. DMP will work with the City to deliver a File Geodatabase table in the format the City desires. • The Vendor will work with City to deliver the data with the attributes in the schema the City desires. DMP will work with the City to deliver the attributed In the schema the City desires. • The minimurn extent of the delivery will match the data extent as indicated in Attachment S of this RFP, 26)Page 25H-93 Citi ofSanta Anaa Pul>lir i'talriit 1i orlts Agency PROPOSAL .. RF1' 17-002 (;e`aauj apilu 8nfua atratiolt `vSiclus Sea'vict's and ii,atit DIGITAL MAP PRODUCTS Dmil Sm'1rtParCel% will com:riue to meet the data extent as indicated In Attachment S. * The Vendor will deliver the parcels and centerlines within 30 days of the County releasing Che updated parcel information, DMP will meet the City delivery requirements for parcels and centerlines, * The Vendor will utilize an FTP site for electronic delivery. DMis will utilize an rTP site for electronic. delivery. The Vendor will: s Microstatipn DGN,_Delivarables_jannual delaigryl * The Vendor will provide the Orange County Assessors' parcels and centerlines in Microstation V8 DGN Format. UMP will provide Smartparcels and centerlines in Microstation V8 DGN format, • The City will deliver an example DGN file to the Vendor so the Vendor can match the projection, working units, levels, line styles, colors and all other applicable DGN attributesas required by the City, DNIP will work with the City's example DGN file to match projection, working units, levels, line styles, colors and all other applicable DGN attributes as required by the City. * The minimum extent of the delivery will match the data extent as indicated in Attachment 5 of this RFP. All data delivery by UMP will meet the extent indicated in Attachment S. * The Vendor will deliver the parcels and centerlines within 30 days of the County releasingthe updated parcel information. DMP will tweet the City delivery requirements for parcels and cemerlincs. * The Vendor will utilize an PTP site for elr•,ctrvnicdelivery, DMP wifl utilize PTP site for all electronic delivery - 271Page 25H-94 City of Santa Aria Public Public Works Agency PROPOSAL - RFP 17-002 Geographic Information Systems Services and Data DIGITAL MAP PRODUCTS 7abtalar Oranae County Assessor Tax Rnll Data tM'anlmum Requirements! SmartParcels Parcel Data Linked with Property Attributes Our SmartParcels property attributes datasets offers unparalleled insight into real estate. SmartParcels parcel data linked with detailed property characteristics including ownership, land use, building characteristics, site details, legal description, tax, valuation, and transaction history to fuel refined property planning and engagement strategies across all properties you target or service Digital Map products' SmartParcels parcel attributes data is sourced primarily from assessor tax rolls and deed updates from county recorder offices with advanced address verification and normalization techniques. The Vendor will provide updated orange County Assessor's Tax Roll information in Microsoft Access Database format on a quarterly basis. CAMP will provide quarterly OC Assessor's Taff Roll to the City in Microsoft Access Database, The City desires a perpetual enterprise license for the Tax Roll data that allows unlimited use for all city employees, consultants, contractors and agents of the City. DIVIP Smartparcel licensing meets these requirements and needs. The City will determine the required fields for the deliveries, over the duration of the contract, the City may require that the tax roll data be delivered Ina format that is compatible with the ESRi Local Government Information Model (LGIM) schema. The Vendor will work with the City to provide the assessor data in the desired format/schema. DMP will work with the City over the course of the contact to ensure data Is delivered in the desired format/schema. While the City requires this data to be delivered in Microsoft Access database format, the City is open to additional new products that feature the tax roll data in other formats. The Vendor will work with the City to ensure the City's needs are met if any delivery format changes occur. DM9P will work with the City to ensure the City's needs are met If any delivery format changes occur. 281Page 25H-95 t 4�� I" AFI4 3'"bfit DIGITAL AP t�i,ta,t �tfit RUT t°;,i�V PRODUCTS 6'iat31'874;1R RUT f, triag; i"d i'li ta. tndV lji L3i71 rgi Stoic"tfiY& S�t'PG'SCE'-.S awl tlmt I6i Pittal'aP'ii4 Provided in an attached sealed envelope, 25H-96 REQUIRED FORMS APPENDIX CERTIFICATIONS NON-C01,r.USIO9' AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or share; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost clement of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non -collusion Affidavit is part of the Proposal, BIDDERS are cautioned that snaking a se certification may subject the certifier to criminal prosecution. State of Calf rnia County of . Subscribedand .warn to or affirmed) before tneon this-&,,,daf;_y o , 20r`f, by .# , proved to me on the basis of satisfactory evidence to be the persrfi who a pc;areci before me Notary Public Scal f,BIRCC KEYES CommI$$Jon wl 2104505 Notyty Publkr, Cajltornl4 mange country n I'�.. .. 1y_Commw(ixultert�,2U�y'> Page I of 2 25H-97 REQUIRED FORMS APPENDIX CERTIFICATIONS Diouf-DISCRI 1Ni T The undersigned consultant or corporate officer, during tltc performance ofthis contract, certifies as follows: The Consultant shall not discriminate against ally employee or applicant for employment because of race, color, religion, sax, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin, Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including; apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2 'Tho Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employrntmi without regard to moo, calor, religion, ser, or national origin. 3. 7be Consultant shall send to each labor union or representative of workers with which lie/she Inas a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consuttunt's commitments under this section, and shalt post copies of the ,notice in conspicuous places available to employees and applicants for employment, 4 The Consultant shall comply with all provisions of Exceu'tive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5, The Consultant shall famish all information and reports required by Executive Order f 1246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, rand accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders, 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may Cie canceled, terminated, or suspended in whole or in part and the Consultant may be declared inefigibfe for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of labor, or as otherwise provided by law. Page 1 of 2 25H-98 REQUIRED FORMS APPENDIX CERTIFICATIONS 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Carder 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. &. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapten Signed: Title: Date:i Page 1 of 2 25H-99 - -`------ ------ Rk UIRED FORMS APPENDIX CERTIFICATIONS NQN'-LQBRYING"U UlEILAT-1Qiti The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that; (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making or any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated fund-, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with as Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Titic 31, U& Code. Any person who fails to File the required certification shall be subject to a civil penalty of not less than $ 10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be hichi4ed in all lower tier subcontracts, which exceed $ 100,000 and that all suach sub recipients shall certify and disclose accordingly. Signed: Title: Firm: Date: z C Page I oft 25H-100 i 2017 Data Boundary / Aerial Tile Map �%iN7a25S0 UW:;V' X GGA3744 6Gs4gp ry(r� Y:2TU'tayp.Opaf cd -+ t25tad@.Qd9�tA E7 25H-101 E F X LL i 4 i e r, r !i3<53 pflpf50 % +.d•".i SSPV+9 Y.2tYt50.Cd)C'U Attachment5 25H-101 EXHIBIT B TERMS & CONDITIONS Page 11 of 12 25H-102 DIGITAL MAP '!PRODUCTS Exhibit Conter B Sublicense Terms and Conditions By executing the Consultant Agreement that references these Terms and Conditions (collectively, the "T&C"), You agree that the T&C terns govern Your acquisition and use of the Licensed Products. If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms, in which case the terms "You" or "Your" shall refer to the entity and its affiliates. If You do not have such authority, or If You do not agree with these terms and conditions, You must not accept the agreement and may not accept or use the Licensed Products. 1. DEFINITIONS "Contributed Database" means Databases licensed by certain Contributors to Us with the right to grant sublicenses as set forth herein and identified on the Consultant Agreement. "Contributor" means a third party licensor of any Contributed Database to Us. "Database" means a compilation of geographic, cartographic, engineering, architectural, tabular, text, and/or other data, information, or works, Including, but not limited to, graphic and/or fie data in automated or manual form. "Derivative Products" or "Derivatives" shall mean all works created by You which incorporate all or part of the Licensed Products, including, but riot limited to, any revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Licensed Products. "Intended Use" means the specific works, uses, purposes, end users, and industries expressly described on the Consultant Agreement. Unless expressly stated otherwise on the Consultant Agreement, the Intended Use is limited to internal geospatial mapping products, activities, and applications, and does not Include any form of commercial use, distribution, publishing, sublirensing, modifying, reformatting, creation of derivative works, products, or databases, marketing or telemarking activities, models or algorithms, application programming interfaces, appraisal, title or other legal reporting, debt collection, insurance, use of personally Identifiable information, legal services or products, extracting or otherwise modifying, processing, or removing data elements. "Licensed Products" means the products ordered by You pursuant to the Consultant Agreement and may include portions of the Contributed Databases. "Consultant Agreement" means a contract entered or submitted in response to a Request for Proposal specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto. By entering Into an Consultant Agreement hereunder, an Affiliate agrees to be bound by the terms of this agreement as If it were an original party hereto. "Visual Output" means printouts, plots, displays, photographic film, printed matter and other visual representation of data. "We," "Us" or "Our" means Digital Map Products, Inc. or Its affiliate. "You" or "Your" means the company or legal entity, and any of its affiliates, for which you are accepting this agreement. 2, GRANT OF LICENSE We hereby grant, and You hereby accept, subject to the terms and conditions of this agreement, a non-exclusive, non -transferable, and non -assignable right and sublicense to use the Licensed Products solely for the Intended Use, from the Effective Date hereof until this agreement is terminated or expires in accordance with its terms. You may produce Visual Output from the Licensed Products only for the Intended Use, Subject to the terms of this agreement, You may create and distribute Derivative Products to the extent that such Derivative Products are part of the Intended Use. You shall be able to use such Derivative Products and all intellectual property rights attributable or corresponding thereto, royalty -free, in perpetuity, under the terms of this agreement, solely for the Intended Use provided that such use does not include any attempt to reverse-englneer any aspect of Licensed Products or to compete with Us or the Contributors. 25H-103 Except as expressly permitted herein, You shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products other than to Your rightful successors or assigns by means of a merger or sale of all or substantially all of Your business, You shall have no right to resell, redistribute, or relicense any aspect of the Licensed Products, Any resale, Redistribute, or relicenso rights specifically require a completed Content Solutions Resale Sublicense Agreement separate and distinct from this agreement. Your contractors, consultants, and agents that You engage for the Intended Use may use the Licensed Products in digital format as long as (a) these third parties' use is only for the Intended Use, (b) these third parties do not sell, license, or otherwise distribute Licensed Products or any portion thereof, (c) these third parties must destroy any copies of the Licensed Products or portions thereof Immediately upon termination or completion of their scope of work as related to the Intended Use, (d) these third parties are not competitors of Ours or of the Contributors, and (e) these third parties must abide by the terms of this Agreement. Without limiting the foregoing, You agree that You shall In no event use any aspect of the Licensed Products other than for the Intended Use. 3. OUR RESPONSIBILITIES 3.1. Delivery Formats and Schedules. We shall make delivery of the Licensed Products to You pursuant to the formats and schedules designated on the Consultant Agreement. Unless indicated otherwise, We will only make one (1) data delivery. 4. YOUR RESPONSIBILITIES 4.1. Compliance and Protection from Unauthorized Access and Use. You will be responsible for (a) compliance with the terms of this agreement by any parties to whom you grant access to the Licensed Products or Derivative Products, (b) securing and protecting the Licensed Products and Derivatives from unauthorized distribution and access, (c) preventing any use of the Licensed Products or Derivatives outside of the Intended Use, (d) preventing access from any of Our competitors or those of our Contributors to any portions of the Licensed Products, Derivatives, or any related information; (e) ensuring that no aspect of the Licensed Products Is used In any way that (1) violates any law, statute, ordinance, or regulation; (2) infringes a third partys copyright, patent, trademark, trade secret, or other proprietary rights of publicity or privacy; or (3) is defamatory, trade libelous, unlawfully threatening or harassing. 5.1. Fees and Payment. In consideration of the license rights granted in Section 2, You shall pay all fees as set forth in the Consultant Agreement, plus all applicable taxes, levies, duties, or similar governmental assessments of any nature. Except as otherwise specked herein or in an Consultant Agreement, (a) fees are based on Licensed Products purchased and not contingent upon Your actual usage, (b) payment obligations are non -cancelable and fees paid are non-refundable, (c) fees shall be made In advance at the beginning of each contract year unless specified otherwise in the Consultant Agreement, and (d) You shall be invoiced in full upon delivery and You will be pay the invoiced amount to Us in full within fifteen (15) days from date of involve. 5.2. Non -Payment or Failure to Pay. A charge of 1.5% per month may be assessed on any outstanding and past due invoices until paid In full. You will be charged for any cost of collections including, but not limited to, agent fees, legal fees and costs, and other associated expenses. If Your access and use Is terminated or suspended due to nonpayment or non-compllanca, You shall nonetheless still be responsible for any fees as set forth in this Agreement. If We do not receive from You payment for the invoiced amount within thirty (30) days of its due date, We may suspend Your access and use of the Services and Content, until You bring Your account current. 5.3. Term of Agreement, This Agreement will continue for the period defined in the Consultant Agreement as the "Initial Term". The agreement can be renewed for an additional two (2) years upon approval from the City Manager. Upon termination, any non - perpetual licenses granted by DMP under this agreement are Immediately revoked, 6. PROPRIETARY RIGHTS, ADDITIONAL LICENSE LIMITATIONS, AND CONFIDENTIALITY 0.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Contributors reserve all of Our/their rights, titles, and interests in and to the Licensed Products and Contributed Databases, Including all of Our/their related intellectual property rights. You understand that We may at our sole discretion replace Contributors at any time without notice. You agree that any works commissioned or undertaken by Us pursuant to or in supplement to this Agreement shall be and remain Our property unless indicated otherwise. No rights are granted to You hereunder other than as expressly set forth herein. Content Solutions Sublicense Terms and Conditions Page 2 of 3 25H-104 6.2. Proprietary Notices. We and our Contributors claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. You agree to respect and not to knowingly or maliciously remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the documentation, and agree to use reasonable best efforts to reproduce and include the same on any copy of the Licensed Product or any portion thereof distributed to Your consultants, agents and contractors. 6.3. Confidential Information. Each party agrees to keep confidential all confidential Information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which It protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information). You acknowledge that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, documentation, Derivative Products, or copies of any portions thereof will (a) substantially diminish the value to Contributo rs of their intellectual property, (b) render Our remedy at law for such unauthorized use, disclosure, or transfer inadequate, and (c) cause irreparable Injury. If You breach any of Your obligations with respect to the use or confidentiality of the Licensed Products, documentation, Derivative Products, or any copies of portions thereof, We shall be entitled to equitable relief to protect Our interests therein, including, but not limited to, preliminary and permanent Injunctive relief, Upon (presentation of just cause and) ten (10) days' written notice to You, We shall, with Your consent and permission, have reasonable access to inspect and audit Your procedures and to examine Your computer systems In order to determine whether such procedures and computer systems comply with the requirements set forth in this Agreement. 7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 7.1, Our Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE LICENSED PRODUCTS ON AN "AS IS," "AS AVAILABLE' BASIS, NEITHER WE NOR OUR CONTRIBUTORS MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT WHATSOEVER REGARDING AVAILABILITY OR ACCURACY OF THE LICENSED PRODUCTS AND/OR CONTRIBUTED DATABASES, WE MAY ALTER OR REDUCE THE AVAILABILITY AND QUALITY OF THE LICENSED PRODUCTS AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED Tf IE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. NEITHER US NOR ANY CONTRIBUTORS WARRANT THAT THE LICENSED PRODUCTS OR RELATED E-MAILS SENT ARE FREE OF ERRORS, OMISSIONS, VIRUSES OR OTHER HARMFUL COMPONENTS, BY ACCEPTING THIS AGREEMENT, YOU DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGAI"IONS EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 7.2. Limitation of Liability. Our aggregate and maximum liability in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees paid by You to Us. Neither We nor the Contributors shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including attorneys' fees) arising in connection with the Licensed Products, or any failure by Us to perform our obligations, regardless of any negligence alleged. 7.3. Indemnification. We will defend and Indemnify You against a third -party action, Suit, or proceeding against You to the extent such claim is based upon an allegation that the Licensed Product, as of Its delivery date under this Agreement, infringes a valid United States patent or copyright or misappropriates a third party's trade secret. If a third party alleges that your use of the Licensed Products in breach of this Agreement infringes or misappropriates intellectual property rights or violates law, You will defend and indemnify Us and the Contributors against any such claim, demand, suit, or proceeding. Including any judgments, settlements, and attorney fees. 8. ADDITIONAL PROVISIONS 8.1. Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assessment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assignee. 8.2. Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreement. Any amendment must be in writing and expressly state that it is amending this Agreement. 25H-105 8.3. Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of The American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award, the parties consent to personal jurisdiction In the courts of Orange County, California. 8.4. Headings Not Controlling. All captions and headings in this Agreement aro for purposes of convenience only and shall not affect the construction or Interpretation of any of its provisions. 8.5. Severability. If any provision of this contract is held to be illegal, invalid, or unenforceable, such provision is fully separable, and the remaining provisions of the contract shall remain in full force and effect. Content Solutions Sublicense Terms and Conditions 25H-106 Initials Date Page 4 or 3 �J� DIGITAL MAP U PRODUCTS Exhibit B Web Application Subscription Terms and Conditions By executing the Consultant Agreement that references these Terms and Conditions and initialing these Web Application Subscription Terms and Conditions (collectively, the "T&C"), You agree that the T&C terms govern Your purchase and use of Digital Map Products ("DMP") Web Application and Content. If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms, in which case the terms "You' or "Your' shall refer to the entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions. You must not accept the agreement and may not use the Web Application or Content. This Agreement was last updated on June 301h, 2016. It is effective as of the date You signed the Consultant Agreement. 1. DEFINITIONS "Content" means any content provided through the Web Application (whether created by Us or Our third -party licensors), and includes but Is not limited to any information portrayed or rendered In any manner through the Web Application, including maps, data, analysis and Images of any kind. "Consultant Agreement" means an ordering document or submitted proposal in response to a Request for Proposal specifying the specifics of what is being provided hereunder that Is entered into between You and Us, including any addenda and supplements thereto. By entering into an Consultant Agreement hereunder, an affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. "User" means an individual who is authorized by You to use the Web Application, for whom You have ordered the Web Application, and to whom You (or We at Your request) have supplied a user identification and password. "We;' "Us" or "Our" means Digital Map Products, Inc. or its affillates. "Web Application" means the product You have requested access to and that has been ordered by You under this agreement and has been made available by Us, excluding any third- party web sites, content, or applications that our products and services link to. Any use of the term Web Application shall be assumed to include Content. "You" or "Your means the company or other legal entity for which you are accepting this agreement, and Affiliates of that company or entity. "Your Data" means electronic data and information submitted by or for You to be incorporated into the Web Application 2, WEB APPLICATION, CONTENT, AND USAGE 2.1, Web Application and Content. We will (a) make the Web Application available to You pursuant to this agreement and the Consultant Agreement, (b) provide support for the Web Application to You pursuant to any such indication on the Consultant Agreement. Unless expressly provided otherwise, the Web Application is purchased as a subscription, and subject to usage limits, including, for example, (i) the number of Users and the geographic coverage areas specified in the Consultant Agreement and (ii) You may not extract more than 30,000 property records per month without a separate data license. Unless otherwise specified, the Web Application may not be accessed by more than the number of Users Indicated, a Users password may not be shared with any other individual, and Users will not attempt to access information or functionality outside of the purchased geographic coverage areas. 2.2 Your Responsibilities. You will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Web Application, and notify Us promptly of any such unauthorized access or use, and (d) use the Web Application in accordance with any applicable laws and government regulations. 2.3 Usage Restrictions. You will not (a) make the Web Application available to, or use the Web Application for the benefit of, anyone other than You or Users, (b) sell, resell, license, subliro nse, distribute, rent, or lease any portion of the Web Application, (c) use the Web Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material In violation of third -party, privacy rights, (d) interfere or disrupt the integrity or performance of the Web 25H-107 Application or third -party data, (s) copy the Web Application or any part, feature, function, or user interface thereof, (f) copy, extract, or store Content except as expressly permitted, (g) frame or mirror any part of the Web Application, other than framing on Your own intranets or otherwise for Your own internal business purposes, (h) process, extract, conduct load testing on, or Place undue load on any part of the Web Application except as expressly permitted, (1) use the Web Application for marketing or telemarketing purposes; or (J) access the Web Application in order to build or enhance a competitive product or service. 2.4. Future Functionality, Updates, and Beta Services. You agree that Your purchase of use of the Web Application is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by Us regarding future functionality or content. You agree that We may make changes to the Web Application over time for any reason, without limitation, and that We may not continue to provide or support older versions of the Web Application We may invite You to try other Web Applications and options to Web Applications, Any such additional Web Applications and options may be subject to additional or separate terms and fees, In the event that such other Web Applications and options are trials or beta products, we will have no liability for any harm or damage arising out of Your use of such. 3. FEES, PAYMENT, AND TERM 3.1. Fees and Payment. You will pay all fees specifed In the Consultant Agreement plus any applicable taxes, levies, duties, or similar governmental assessments of any nature, Except as otherwise specified herein or in an Consultant Agreement, (a) fees are based on the purchased use and not actual Incremental usage, (b) payment obligations are non -cancelable and fees paid are non-refundable,(c) fees shall be made In advance in accordance with the frequency stated in the Consultant Agreement, (d) quantities or add-ons purchased cannot be decreased during the relevant subscription term, and (e) unless otherwise stated in the Consultant Agreement, Invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact Information and notifying Us of any changes to such information. 3.2. Non -Payment or Failure to Pay. A charge of 1.5% per month may be assessed on any outstanding and past due Invoices until paid in full. You will be charged for any cost of collections including, but not limited to, agent fees, legal fees and costs, and other associated expenses. If Your access and use is terminated or suspended due to nonpayment or non-compllance, You shall nonetheless still be responsible for any fees as set forth in this Agreement. If We do not receive from You payment for the Invoiced amount within thirty (30) days of its due date, We may suspend Your access and use of the Web Application, until You bring Your account current. 3.3. Term of Agreement. This Agreement will continue for the period defined in the Consultant Agreement as the 'Initial Term", The Agreement can be renewed for an additional two years upon approval from the City Manager. Upon termination, any non -perpetual licenses granted by DMP under this Agreement are immediately revoked. 4. PROPRIETARY-RIGHTS,—LICENSES—AND-CONFIDENTIALITY 4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their rights, titles, and Interests in and to the Web Application, including all of Our/their related intellectual property rights. You understand that We may at our sole discretion replace vendors or suppliers related to Content or Web Application functionality at any time without notice. You agree that any works commissioned or undertaken by Us pursuant to or in supplement to this Agreement shall be and remain Our property. No rights are granted to You hereunder other than as expressly set forth herein. 4.2. Preservation of Notices. You agree to include, and not to remove or obscure, any copyright, trademark, patent, or other notices appearing within our Web Application including any visual or printed depictions of the same. 43. License to Host Your Data. You grant Us a limited -term license to host, copy, adapt, modify, transmit, and display Your Data, as necessary for Us to provide the Web Application to You. You reserve all title, interest and Intellectual property rights to Your Data. 4.4. License to Collect Data and Use Feedback. You agree that We may collect and use Information gathered as part of the Web Application to improve Our technology, products, and Internal processes. You grant Us a worldwide, perpetual, irrevocable, royalty -free license to use and incorporate into the Web Application any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Your Users. 5. CONFIDENTIALITY 5.1. Trade Secrets and Confidential Information. The Web Application is based on and includes Our proprietary trade secrets and confidential information. You will not modify, adapt, translate, reverse engineer, decomplle, attempt unauthorized access Web Aps]Icatin n Subscription Terms and Conditions Page 2 of 3 25H-108 to, or disassemble any portion of the Web Application. You will treat the Web Application with at least the same degree of care (and no less than a reasonable degree of care) as that which You would treat Your own trade secrets and confidential information. You will not disclose the terms of this agreement or any Consultant Agreement to any third party. 6. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 6.1. Our Warranties. EXCEPT FOR ANY EXPRESS WARRAN71ES PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE WEB APPLICATION ON AN "AS IS," "AS AVAILABLE" BASIS, WE MAKE NO REPRESENTATION, WARRANTY, OR COVENANT WHATSOEVER REGARDING PERFORMANCE, FUNCTIONALITY, AVAILABILITY, ACCURACY, OR SECURITY OF THE WEB APPLICATION OR YOUR DATA. WE MAY ALTER, REDUCE THE FUNCTIONALITY OR CONTENT OF, AND/OR TERMINATE THE WEB APPLICATION AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. NEITHER US NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE WEB APPLICATION, SERVERS, OR ANY E-MAIL SENT ARE FREE OF ERRORS, OMISSIONS, VIRUSES OR OTHER HARMFUL COMPONENTS, BY ACCEPTING THIS AGREEMENT, YOU DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS OF OURS AND ANY OF OUR THIRD PARTY PROVIDERS, PARTNERS, OR AFFILIATES EXCEPT AS EXPRESSLY PROVIDED HEREIN. 62 Limitation of Liability. Our aggregate and maximum liability in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of fees paid by You to Us up to a limit of one year's worth of fees. We shall not be liable for any special, Indirect, Incidental, or consequential damages of any kind (including attorneys' fees) arising in connection with Your use of the Web Application, or any failure by Us to perform our obligations, regardless of any negligence alleged, 6.3. Indemnification. We will defend and indemnify You against a third -party action, suit, or proceeding against You to the extent such claim is based upon an allegation that the Web Application or Content under this agreement infringes a valid United States patent or copyright or misappropriates a third party's trade secret. If a third party alleges that Your Data or your use of the Web Application in breach of this agreement infringes or misappropriates intellectual property rights or violates law, You will defend and indemnify Us and Our third party providers, partners, and affiliates against any such claim, demand, suit, or proceeding, including any judgments, settlements, and attorney fees. 7. ADDITIONAL PROVISIONS 7.1. Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assessment or transfer will be null and void, and enables termination. This agreement is binding upon any authorized successor or assignee. 7.2. Entire Understanding. This agreement is the parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreement. Any amendment must be in writing and expressly state that it Is amending this agreement. 7.3. Governing Law & Arbitration. This agreement is governed by California law, excluding California's choice of law rules. All disputes relating to this agreement will be subject to binding arbitration pursuant to the rules of The American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award, the parties consent to personal Jurisdiction in the courts of Orange County, California. 7.4. Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 7.6. Severability. If any provision of this contract Is held to be illegal, invalid, or unenforceable, such provision is fully separable, and the remaining provisions of the contract shall remain in full force and effect. Initials Date Web Application Subscription Terms and Conditions Page 3 of 3 25H-109 EXHIBIT C FEE SCHEDULE (OR) RATES AND CHARGES Page 12 of 12 25H-110 EXHIBIT' C mv v M N N C ❑ V V O C � Q � � C •Op a C S o D �N N 0m m � q m v� N J ri N N u m . O O O O O oq m m o 0 O l7 of o ONI V N bN � a u N ap W 'M N lG N @ o o 8 8 $ �I oI O a vi in o ¢ WWI — 3 b b O O p O O O O ON O E dc o O O S N O OJ V O a O O N vi O N O h N V N N ry m N q_ O Vl+h VT vl O C of v. LV O O O O O O OCI O S o S O S NI a ms° O S S N N N o a v v w a N � C ❑ C � Q � � C a C � q m u m . O l7 of n � a u O Vi LL �c N lG N @ ¢ WWI — 3 tq p E dc o OWw m v a a� m z V O a c w a c v o u m q_ O ro m •+' D to w W O C c h ti❑ o o u a ms° ooa aaaF% o a v v w a z o vi o w n LL aa U � N C'C n O. O ® y¢ y E u ro 0 O O '^ E m in o o a o o a a a` 4 H ti m �+ pp 25H-112 REQUEST FOR CITY COUNCIL ACTION Arrc41•3,11IR[AIN J1441t Lei .i_vdA APRIL 4, 2017 TITLE CONTRACT AWARD TO EXPRESS ENERGY SERVICES TO INSTALL ENERGY-EFFICIENT LIGHTING FIXTURES AND CONTROLS AND EXECUTE AGREEMENT FOR ON -BILL FINANCING LOAN (SPEC. NO. 16-117) (STRATEGIC PLAN NO. 4, 3D AND 6, 2A) CLERK OF CITY COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 00 FILE NUMBER CITT RECOMMENDED ACTION 1. Authorize a one-time purchase and payment of purchase order to Express Energy Services to provide and install advanced energy-efficient lighting fixtures and controls at the McFadden Learning Center/PAAL Center in an amount not to exceed $49,068.36 which includes $10,000 in contingency, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Southern California Edison (SCE) to provide a $41,821.70 no -interest On -Bill Financing loan and $7,246.66 in incentives to fund Spec. No. 16-117 subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION As part of the City's ongoing efforts to identify potential cost-saving energy projects across City facilities, the Finance and Management Services Building Maintenance Division commissioned energy audits for the City's library system (Main Library, Newhope Library, and McFadden Learning Center/PAAL Center), Corporate Yard, and Police Administration. The energy audits were completed at no cost to the City by The Energy Network, a non-profit program funded by California utility ratepayers through the California Public Utilities Commission. Based on the energy audit findings, Building Maintenance staff applied for and secured approved funding from SCE to retrofit City library buildings with advanced energy-efficient lighting fixtures and controls. Retrofit funding applications for the Corporate Yard and Police Administration are currently being reviewed by SCE. 251-1 Contract Award to Install LED Lights and Light Controls Agreement for On -Bill Financing Loan April 4, 2017 Page 2 At this juncture, staff requests the City Council to approve the implementation of the McFadden Learning Center/PAAL Center project as the third of three library retrofit projects. The first retrofit project was for the Main Library as approved by the City Council on October 4, 2016. The second retrofit project was for Newhope Library as approved by the City Council on December 6, 2016. The McFadden Learning Center/PAAL Center project consists of light fixtures (replace fluorescent lights with energy-efficient light -emitting diode [LED] lights) and light controls (install occupancy sensors and connect to lighting system and Building Management System). Project benefits include an annual reduction of 41,682 kWh in electric usage, annual electric bill savings of $10,379 and annual greenhouse gas reduction equivalent to taking 73 cars off the road as shown below. Total project cost is $49,068.36 including a $10,000 contingency. As tabulated above, project cost will be fully funded by SCE using cash incentives of $7,246.66 and a zero interest On -Bill Financing (OBF) loan of $41,821.70 for a total of $49,068.36. An innovative feature of the recommended actions is the City will have no upfront costs as the awarded contractor will finance the cost of the project. SCE will then pay contractor directly with the cash incentives and OBF loan proceeds that SCE has approved for the project. As a result of the OBF loan, McFadden Learning Center's/PAAL Center new electricity bill will be different as it will have a lower amount due based on the energy reduction from the project, and a new separate line -item to show the OBF loan repayment amount. This latter amount will reflect kWh saved from the project multiplied by the relevant billing rate. Once the OBF loan is paid in full SCE will discontinue the OBF loan repayment line -item. This will result in smaller electricity bills at this location. (Cash incentives are grants and not repaid.) Staff requests the City Council to approve the foregoing project and funding process. SCE Notices of Approval for incentives and OBF loan amount (Exhibits 1 and 2) and the loan agreement form (Exhibit 3) are attached. The Notice soliciting bids was advertised on December 27, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 45 Vendors were notified 1 Santa Ana vendor notified 23 Vendors downloaded the solicitation 10 Bids received 251-2 Estimated Estimated Estimated Estimated PROJECT Estimated Annual kWh Annual Electric Annual CARS SCE Cash COMPONENTS OBF SAVINGS Bill SAVINGS off the Road ' :incentives Light Fixtures 41,656 $10,372 73 $7,246.66 $40,760.70 Light Controls 26 $7 0 $0 $ 1,061.00 Total project cost is $49,068.36 including a $10,000 contingency. As tabulated above, project cost will be fully funded by SCE using cash incentives of $7,246.66 and a zero interest On -Bill Financing (OBF) loan of $41,821.70 for a total of $49,068.36. An innovative feature of the recommended actions is the City will have no upfront costs as the awarded contractor will finance the cost of the project. SCE will then pay contractor directly with the cash incentives and OBF loan proceeds that SCE has approved for the project. As a result of the OBF loan, McFadden Learning Center's/PAAL Center new electricity bill will be different as it will have a lower amount due based on the energy reduction from the project, and a new separate line -item to show the OBF loan repayment amount. This latter amount will reflect kWh saved from the project multiplied by the relevant billing rate. Once the OBF loan is paid in full SCE will discontinue the OBF loan repayment line -item. This will result in smaller electricity bills at this location. (Cash incentives are grants and not repaid.) Staff requests the City Council to approve the foregoing project and funding process. SCE Notices of Approval for incentives and OBF loan amount (Exhibits 1 and 2) and the loan agreement form (Exhibit 3) are attached. The Notice soliciting bids was advertised on December 27, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 45 Vendors were notified 1 Santa Ana vendor notified 23 Vendors downloaded the solicitation 10 Bids received 251-2 Contract Award to Install LED Lights and Light Controls Agreement for On -Bill Financing Loan April 4, 2017 Page 3 Bids were received, opened on January 25, 2017, and evaluated (Exhibit 4). The bid received from Express Energy Services is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #4 — City Financial Stability, Objective 3 (achieve a structurally balanced budget) Strategy D (explore innovative revenue and cost recovery strategies) and Goal #6 — Community Facilities & Infrastructure, Objective 2 (address deferred maintenance on City buildings and equipment) Strategy A (prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability implications, and estimates repair costs to be programmed in the responsible agency's future budget). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. A Notice of Exemption will be filed for this project. FISCAL IMPACT The following is the spending plan for the McFadden Learning Center/PAAL Center Lighting Retrofit project: Receipt of Funds from SCE Description Fiscal Year Amount Account Cash Incentives 2016-17 (Dec — Jun) $ 7,246.66 16210002-57384 Loan Proceeds 2016-17 (Dec — Jun) $41,821.70 16210002-57384 Total $49,068.36 Payment to Express Energy Services Description Fiscal Year Amount Account Cash Incentives 2016-17 (Dec — Jun) $ 7,246.66 16210100-62300 Loan Proceeds 2016-17 (Dec — Jun) $41,821.70 16210100-62300 Total $49,068.36 Loan Repayment to SCE Description Fiscal Year Amount Account Loan Repayment 2017-18 through 2026-27 $41,821.70 07310100-62000 ($4,182.17 annually) 251-3 Contract Award to April 4, 2017 Page 4 Carlos Rojas Chief of Police Install LED Lights and Light Controls Agreement for On -Bill Financing Loan APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Santa Ana Police Department Finance and Management Services Agency EXHIBITS 1. SCE Notice of Approval — Incentive 2. SCE Notice of Approval — OBF Loan 3. OBF Loan Agreement— Sample Form 4. Abstract of Bids 251-4 SOUTHERN CALIFORNIA EDISON An EDISON IN7E2.NATIONAL0 Comte n, May 6, 2016 Project Number: 353-16-0500834485 Project: Customized Solutions Approach Authorized Agent: Rebecca Haacheer The Energy Coalition 47 Discovery, Ste 250 Irvine, CA 92618 *000110-115 E-mail: Businessincentives@sce.com I Fax: 626-633-3243 Customer Information: John Aguilar City of Santa Ana 20 Civic Center Pl. M-1 I Santa.Ana, CA 92701 Questions?: 800-736-4777 SEND ALL DOCUMENTS TO: Business Incentives Southern California Edison P.O. Box 800 Rosemead, CA 91770-0800 RE: NOTICE OF CUSTOMIZED SOLUTIONS CONTRACT AND INCENTIVE APPROVAL Dear Rebecca Hausheer & John Aguilar: Thank you for submitting your Energy Management Solutions Incentive Application ("Application") for the Customized Solutions Program ("Program"). Your Application for incentives for the Project(s) described in your application has been reviewed and approved. Funds reserved are based on SCE approved savings estimate set forth below; however, the actual incentive payments will be made based on verified and actual savings' amounts: SCE Final Approved Savings SOLUTIONS:DESCRIPTION and Incentive Code Estimate kWh '.kW $- Incentive Amount Interior LED fixture replacement (utilizing approved luminaries) LT -17492 18,439.8 5.05 $ 4,722.05 Exterior LED fixture replacements (utilizing approved luminaries) LT -85834 11,742.4 0.00 $ 2,524.61 Total Approved Savingstincentive Estimates 30,182.2 5.05 $ 7,246.66 Project Cost Adjustment Total Estimated Incentive $ 7,246.66 10% Measurement and Verification Adder (if applicable) If you do not concur with the energy savings and incentive amounts shown above, you have 30 days from the date of this letter to notify SCE, so that we can attempt to resolve your concern(s). If you do not notify us of any concerns within 30 clays of this letter, the savings/incentive estimates set forth above will be deemed correct. If you agree with the estimates, you may proceed to purchase and install the above solution code(s) at any time. This Project Approval incorporates by reference the Application, including the Applicant Agreement regarding Program Tenns and Conditions. Check out www.sce.coml To see "ugAify for the Comprehensive Bonus. After your project is completely installed, operational, and meets all requirements of the Program, which is described in detail in the Customized Statewide Procedures Manual for Business and at www.sce.com/customized—solutions: • Complete. sign and submit the enclosed 2013-14 Customized Solutions Installation Report. • Submit final invoices and/or documentation to support project cost, clearly detailing all costs associated with the project (equipment, labor, tax, etc.). • Submit complete engineering calculations to demonstrate energy savings and documentation, if applicable (including archival diskette, CD, etc.). • Submit schematic drawings and/or manufacturer specification sheets, if applicable. • Operating Report, if measurement and verification is required. • Submit Pump Curve (if applicable) NOTE: As a reminder, the deadline for the project to be completely installed and operational is one year from the date of this Project Approval letter. Please submit the completed Installation Repot within 30 days after installation and prior to the one year deadline. Upon SCT review and approval of your completed Installation Report and supporting cost documentation, you will be notified in writing. Thereafter, SCE will process the incentive check or SCF, utility bill credit, as applicable. If SCE is unable to approve your incentives based on the information provided, SCE may require you to submit other documents related to the Project, Project site, solutions, energy savings, or any other documents it requires, in its sole discretion, to make a decision on your Application. If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736- 4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e-mail to Businesslncentives@sce.eom. Please have your project number available for reference when you call and include it in any e-mail correspondence. Business Incentives Team Southern California Edison Checkout www.sce.com To sec�f pb� g4tblify for the Comprehensive Bonus. 71 sr N y i C ry pm C C C �` �• Q -410 ° O� pyo a m a O t t 8 ✓ u m e — X = T w M m Q � S u a G v `zz z0adnw 20 F.2 N L° E ° 3 Ea$ESgqEQ e s C d V O //� 7 I—I V O !� m sr Energy Management Solutions Incentives Application for Business Customers 2013 - 2014 Customized Installation Report DIRECTIONS: After your project is installed and operational, input the project installation commencement and completion dates in the fields provided. Review the information from your Application Approval Letter. If nothing has changed, and the information in Sections 5 and 6 is correct, complete and sign Section 7 on page 2 of this Installation Report (IR) Form and submit both pages to SCE at one of the addresses below. Jt, -*V: UPN #: 353-15-0500834485 SA #: 3-001-3274-63 Project Name: PRP- SANTA ANA MC FADDEN LEARNINI Customer Name CITY OF SANTA ANA Customer's Authorized Agent: THE ENERGY COALITION Installation Commencement Date. Installation Completion Date: Line # Solution Code Solution Description Description of Existing Equipment 1 LT -17492 Interior LED fixture replacement (utilizing approved Iuminarloal. 2 LT -85834 Exterior LED fixture replacements (utilizing approved h,m inadecl. 3 4 5 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page from the Multiple Site/Solution Worksheet at www.sce.comisolutions. :alculated Solution # 3 — _._� — 5S Energy J%j Zl b 10,40L.V IO,YaJ O 16,826.4 5,084.0 11,742.4 I vial rrulea was lel Incentive Energy 104.363 93 Rate ($[kWh) Incentive ($) $ 0.08 $ 1,475.18 Calculated Energy Savings Totals $ 0.08 $ 939.39 30,182.2 — Calculated Savings Incentives m,11%RnIltc111A,111111,11 Ill AppllceOlo) 7,276.66 (kW) 5.05 SAO 3-001-3274-63 UPN # 353-15-0500634485 NOTE: For projects requiring M&V, attach any required baseline or post -installation measurements and analysis, as specified in your approved M&V plan Line # Solution Code Solution Description Description of Existing Equipment 1 2 - 3 _ 4 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page ofthe Multiple Site/Solution Worksheet atwwwece.comisolulions. 251-8 Page 1 vn-reap vemanu «eaucnun Calculated Solution # from above Baseline On -Peak Demand (KW) Installed On -Peak Demand (KW) On -Peak Demand Reduction (KW) Peak Demand Reduction Incentive ($) 1 9.57 4.52 5.05 $ 757.50 2 $ _ 3 — Calculated Savings Incentives m,11%RnIltc111A,111111,11 Ill AppllceOlo) 7,276.66 (kW) 5.05 SAO 3-001-3274-63 UPN # 353-15-0500634485 NOTE: For projects requiring M&V, attach any required baseline or post -installation measurements and analysis, as specified in your approved M&V plan Line # Solution Code Solution Description Description of Existing Equipment 1 2 - 3 _ 4 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page ofthe Multiple Site/Solution Worksheet atwwwece.comisolulions. 251-8 Page 1 Energy Savings Calculated Solution # Baseline Installed Energy Incentive Energy Usage (kWh) Usage (kWh) Savings (kWh) Rate ($/kWh) Incentive ($) 1 2 _ _ 3 4 5 Total Project Cost ($) Calculated Energy Savings Totals Calculated Savings Incentives On= sA# 3-001-3274-63 UPN # 353-15-0500834485 NOTE: For projects requiring M&V, attach any required baseline or post -installation measurements and analysis, as specified In your approved M&V plan. :k appropriate boxes: No changes to the proposed solutions have been made since the Project Application Review and Approval and the Authorized agent verifies that the Application approved savings calculations are correct. Due to changes to the proposed measures, appropriate adjustments in the savings calculations have been made. For measures with changes made during installation, use this section, and Sections 5 & 6 on page 2, to calculate the revised installed energy usage, (� energy savings, peak demand reduction, and incentives. Attach the appropriate calculation backup: the output from the Estimation Software, Calculate Energy Savings Total or the calculation sheets that document the engineering calculations. be completed only if you have installed retrocommissioning (RCx) measures: Attach the following supporting documentation with this Installation Report, or email it to the SCE RCx program manager: Verification data as evidence of implementation. Updated savings calculations, where applicable. Copies of invoices for implementation, as proof of the Customer's implementation costs. RCx Training Completion Form including the training agenda, training materials, list of attendees, and measure persistence strategies: See the RCx Program Guidelines for more information on these items. 1. HVAC Permit (if required). If a permit is required for any HVAC installation/replacement, I have provided the permit number below, (If no permit is required, leave this section blank.) Permd # :Agency 2. Contractor Certification. If a contractor was used for any HVAC installationlreplacement, this section must be completed by the contractor. By checking this box I certify, I am a licensed contractor and have followed applicable permitting requirements and, if required, that the HVAC permit information above is correct Signature of Contractor Name (please prina e I, the Customer or Authorized Agent below, certify that (i) the Energy Efficiency Solutions have been completely installed, functionally tested and proven capable of operating and being maintained to perform in conformity with their design intent, and (ii) that a licensed contractor was used, where applicable, and all applicable pe requirements for this installation were followed. The installation date of operation of the Energy Efficiency Solutions and any required monitoring data collection per approved M&V plan, are also certified. Signature Name (please print) de ate 251-9 Page 2 251-10 April 12, 2016 Customer Information: John Aguilar City of Santa Ana 20 Civic Center PI. M-11 Santa Ana, CA 92701 EXHIBIT 2 SEND TO: Southern California Edison, Business Incentives P.O. Box 800, Rosemead, CA 91770-0800 E-mail: Businesslncentives@sce.com I Fax: 626-633.3243 Authorized Agent Information: Rebecca Hausheer The Energy Coalition 47 Discovery Ste 250 Irvine, CA 92618 Questions? 800.736-4777 RE: NOTICE OF ON -BILL FINANCING (OBF) APPLICATION APPROVAL. AND FUNDING RESERVATION PROJECT NUMBER: 353.16-0500834485 SA#: 3-001.3274.63 Dear John Aguilar and Rebecca Hausheer: Your On -Bill Financing Application has been reviewed and approved, and funding for your On -Bill Financing Loan has been reserved. At this point the estimated OBF Loan funding reservation for your project of $74,277.60 has been established. Terms and Conditions of Loan Reservation: 1. The reserved amount has been calculated based on the results of the review and approval of your Energy Efficiency Project Application, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Since the loan reservation amount is based on an approved project proposal, it is an estimate of what the actual loan amount may be. 1a. An OBF Loan Term Calculation [LTC] is attached. 2. The actual loan amount will be calculated based on the results of the review and approval of your Energy Efficiency Project Installation Report, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Therefore, the actual amount of the OBF Loan may differ from the reserved amount presented above. 2a. The actual amount of the OBF loan may be less than the reserved amount presented above. 2b. The actual amount of the OBF loan shall not exceed the reserved amount presented above. 3. The expiration of the loan reservation shall be consistent with that of the project incentive. Next Steps: • You submit the completed Installation Report [IR] to SCE, and SCE will review it. • SCE will calculate the actual final loan amount, based on the results of the IR approval, and the LTC provisions. • SCE will issue 2 copies of the OBF Loan Agreement to you. • You will sign, and have notarized, the Agreements and return to SCE. • SCE will counter -sign the Agreements. • SCE will provide you with 1 copy of the fully -executed Loan Agreement and will process the loan proceeds. 251-11 S43t�n33hV 3x311 t.tt'krs. EDISON' April 12, 2016 Customer Information: John Aguilar City of Santa Ana 20 Civic Center PI. M-11 Santa Ana, CA 92701 EXHIBIT 2 SEND TO: Southern California Edison, Business Incentives P.O. Box 800, Rosemead, CA 91770-0800 E-mail: Businesslncentives@sce.com I Fax: 626-633.3243 Authorized Agent Information: Rebecca Hausheer The Energy Coalition 47 Discovery Ste 250 Irvine, CA 92618 Questions? 800.736-4777 RE: NOTICE OF ON -BILL FINANCING (OBF) APPLICATION APPROVAL. AND FUNDING RESERVATION PROJECT NUMBER: 353.16-0500834485 SA#: 3-001.3274.63 Dear John Aguilar and Rebecca Hausheer: Your On -Bill Financing Application has been reviewed and approved, and funding for your On -Bill Financing Loan has been reserved. At this point the estimated OBF Loan funding reservation for your project of $74,277.60 has been established. Terms and Conditions of Loan Reservation: 1. The reserved amount has been calculated based on the results of the review and approval of your Energy Efficiency Project Application, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Since the loan reservation amount is based on an approved project proposal, it is an estimate of what the actual loan amount may be. 1a. An OBF Loan Term Calculation [LTC] is attached. 2. The actual loan amount will be calculated based on the results of the review and approval of your Energy Efficiency Project Installation Report, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Therefore, the actual amount of the OBF Loan may differ from the reserved amount presented above. 2a. The actual amount of the OBF loan may be less than the reserved amount presented above. 2b. The actual amount of the OBF loan shall not exceed the reserved amount presented above. 3. The expiration of the loan reservation shall be consistent with that of the project incentive. Next Steps: • You submit the completed Installation Report [IR] to SCE, and SCE will review it. • SCE will calculate the actual final loan amount, based on the results of the IR approval, and the LTC provisions. • SCE will issue 2 copies of the OBF Loan Agreement to you. • You will sign, and have notarized, the Agreements and return to SCE. • SCE will counter -sign the Agreements. • SCE will provide you with 1 copy of the fully -executed Loan Agreement and will process the loan proceeds. 251-11 SEND TO: Southern California Edison, Business Incentives xiL7tit it4 t t7 ita!rur+ra P.O. Box 800, Rosemead, CA 91770-0800 DO N- E-mail: Bus! nesslncentives@sce.com I Fax: 626-633.3243 mi Questions? 800.736-4777 If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736-4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e-mail to IDSMQuestions@sce.com. Please have your Project Number available for reference when you call, or include it in your e-mail. Sincerely, Cedric Benton /✓ Program Manager - On Bill Financing Southern California Edison Company Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's Income derives from any public assistance program; or because the applicant has In good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning SCE is the Federal Trade Commission, Equal Credit Opportunity, Washington DC 20580. 251-12 On -Bill Financing Program - Preliminary Loan Term Calculation (LTC1) Completion Date/Time: 4/12/2016 2:08 PM Project Number: 353.16-0500834485 Service Account: 3-00b3274.03 Customer Number: 1-0.000-7130 Customer Account Number: 2-31-644-7051 OBF Application Receipt Date: 3/1/2018 Project Type(s) : Customized and Deemed Market Segment: Government and Institutions Business Name: SANTA ANA, CITY OF Reference Name: PRP- SANTA ANA MCFADDEN LEARNING CENTER Address: 2627 W MCFADDEN AVE City, CA Zip: SANTA ANA, CA 92704 PROJECT ECONOMIC SUMMARY ACTUAL TERMS WILL BE CALCULATED BASED ON FINAL REVIEW AND VERIFICATION OF THE PROJECT INSTALLATION REPORT LTC1 Reserved Amount is $74,277.60 First month payment Is $618.98 119 subsequent monthly payments $618.98 EXPLANATION A. AVERAGE ELECTRIC BILLING RATE -- past 12 months (Cents/kWh) $ 0.24208 Based on Billing History B. ENERGY EFFICIENCY PROJECT SAVINGS C.3. Estimated Total Rebate/Incentive $ 7,351.66 B.I. Estimated Annual Kilowatt Hour Savings (kWh) 30,682,9 From Approved Project Application B.2. Estimated Annual Dollar($) Savings $ 7,427.72 Estimated Annual kWh Savings xAverage Rate is $ savings (B.1 xA) B.3. Estimated Monthly Dollar($) Savings $ 618.98 Estimated Monthly $ Savings (B.2 / 12) C. COSTS C.1. Estimated Total Project Cost $ 104,761.43 C.2. Excess Project Cost $ - C.3. Estimated Total Rebate/Incentive $ 7,351.66 C.A. Other $ C.5. Estimated Potential Loan Amount (Gross Amount) $ 97,409,77 C.6. LTC1 Reserved Amount C.7. LTC2 Reserved Amount From Approved Project Application Based on 20% Basic Lighting Cap Rule From Approved Project Application (C.1) - (C.2) - (C.3) - (C.4) From LTC1 calculation following Approved Project Application LTC2 Loan Amount per policy cannot be greater than LTC1 amount D. LOAN $ 250,000 Com, Intl, Ag = $100,000, G&I = $250,000 D.1. Gross Amount for Potential Financing $ 97,409,77 Lesser of (C5) or IDS) or IF 1.2) or (E2.3) or other rules apply D.2. Monthly Loan Repayment Amount $618,98 (B.3) D.3. Actual loan term (Months) 158 Time required to repay loan In months (subject to E.2.2, Previous Loans Reserved for this Service Account $ exception analysis below) D.A. Actual loan term (Years) 13,2 Time required to repay loan in years. (D.3) /12 E. LOAN LIMIT TESTS Y Is D.I. s, E.2.3. Y/N? E.1. Market Segment Amount of Loan Test (Min/Max Loan Amount) E.1.1. Markel Segment Minimum Loan Amount $ 5,000 Minimum Loan Amount per Service Account or Bundle E.1.2. Market Segment Maximum Loan Amount $ 250,000 Com, Intl, Ag = $100,000, G&I = $250,000 E.1.3, Within Market Segment Limit? Y Is D.1 within loan amount limits Y/N? E.2. Customer Loan Limit Test (Previous Loans for this Service Account) E.2.1, Service Account Loan Amount Limit $ 250,000 (E.1.2) or $1 M for G&I Facility E.2.2, Previous Loans Reserved for this Service Account $ Total of previous OBF loans + reservations E.2.3. Estimated Amount Eligible for Loans $ 250,000.00 (E.2.1) - (E.2.2), If s, 0, then 0. E.2.4. Within Available Amount? Y Is D.I. s, E.2.3. Y/N? E.3. Length of Loan Test E.3.1, Loan Length Limit (months) 120 CIA (lighting) = 36, CIA (non -lighting) = 60, G&I = 120 months E.3.2. Within Loan Length Limit? E.4. Expected Useful Life (EUL)* Loan Length Limit Test N Is D.3 within limit Y/N? E.4.1. Applicable Measure EUL (months) 144 EUL in months of measure with greatest kWh contribution E.4.2. Within EUL Loan Length Limit? Y Is D.3 within limit Y/N? E.5. EXCEPTION ANALYSIS (If any E.1 thru E.4. yields a "No") Exception Analysis Loan Minimum Requirement Test Does the loan amount from Exception Analysis meet the $6K loan minimum requirement? YES E.5, 1. First Payment Amount $ 618.98 E.5.2. Subsequent Monthly Loan Repayment Amount $ 818.98 '. Based on minimum loan requirement of $SK and supplemental E.5.3. Subsequent Monthly Payments 119 Exception Analysis, this amount qualifies for an estimated OBF E.5.4. Net Amount for Financing $ 74,277.60 loan, -Ervected Uaammte reULL Each measure Is evpemed to perform aatleraobrny for a period of tons An EUL mr each energy eMolency measure Is assigned by us California Energy Commission ecor), 251-13 LTC [in 10270 251-14 EXHIBIT 3 0n-13111 Financing Agreement This On -Bill Flnanoing Agreement ("OBF Agreement") Is entered Into on 20 , (the "Effective Date") by and between the undersigned customer ("Customer")and SouTern California Edison Company ("SCE") (each a "Party," collectively the "parties"). Recitals 1, Customer and SCE angered into the Energy Management Solutions Incentives Application for Business Customers on or about 20 and If applicable, the Customized Solutions Agreement (Individually or oolieotiv ferr�d to as "EMS Agroamont"), which Were attached hereto and Incorporated herein by reference, 2, Customer owns, leases or rents the pm en listed in the EMS Agreement as the Site and maintains a service accounts with SCE for eleatric service, Cuatomar has completed Installation of ailpiblo energgy eAclent equipment ("Equipment") at the Site as set forth In the EMS Adreamont and has dccopted the equipment as being operational and In good working order, 3. In Decision 0909.047, the California Public Utilities Commission authorized SOE to provide xaro-•porcent Interest financing for the installation of certain energy efficient equipMont which Is to da re aid over a specified period through the Customer's elociric utility bill(a) ('f0n�slil Financing" 4, Customer desires. to enter into this OBF Agreement In order to participaka in SCE's On Bilf Financing pro ram and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Tarms", below) through the Customer's SCE utility b(II(s) pursuant to the terms and conditions of this OBF Agreement, NOW, THEREFORE, In consideration of the mutual promlees 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 pa as 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"): 0 ntereat Rate, g"" "'Ki'rsl74ftin"tFi isaymenl"` �'. emsnng onlhl"y' a mints:-- Dealgnatad r -Pa ty'lsoy-e—&-(j7—" an . A ress o es gnat® hlr - Part Pa ae: ' If more than one Service Account will be billed, information regarding the Service Account j number and monthly payment is Included in Schedule A attached, Form 14.792 1 i 0512012 251-15 Promise to Pay; Customer promises to pay SCE the Amount Financed in equal monthly Installments as sat forth In the section above and/or Schedule A (Customer's "Loan Obl`gation"), The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective bale on Cuatomar's SCE utility bill(a) for the Service Account(s) hated above. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EC/OBF Installment Charge" on the monthly SCE utility blll(a) for Customer's Service Aoccunt(s), Customer may pay the Loan Obligaation in the monthly Installments or prepay the Loan Obligation in one lump sum without penalty, but pro-paymants for less than the remaining balance will not be allowed, Customer's Loan Obligation will appear on Customer's monthly SCE utility blll(s) for the number of months set forth above, or until the Loan Obligation Is paid In full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility blil(s), 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 sola discretion. Any partial payments will be applied In equal proportion to the energy charges and the Loan Obligation,, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obllgaflom Lato 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 g which is Incorporated herein by reference. Returned Payments; SCE may regtdrs payment of a $10.00 Returned Check Charge for any check raturnsd from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Sarvlcm Amounts due under this OV Agreement will be amounts deemed due under eaoh SCE utility bill to the Customoee Service Account(s), and a default under this OBP Agreement will be treated as a default under the Customer's Service Account(s), Customer's Loan Obligation Is subject to the dlsoontlnuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Sille or Summary Bilis which is incorporated herein by referanoe. Breach and Acceleration: Any breach by Customer under the EMS Agraoment or this 06P Agreement shall constitute a breach under all of the above referenced agreements, For purposes heroin, SCE may determine the OBP Agreement to be breached and Customer to be in default If Customer: (1) sells, assigns or otherwise transfers ownership, possassjon or title of the Site or the Equipment, (2) falls to pay the Monthly Payment amount when due, (3) oloses, discontinues or otherwise causes the termination of the Service. Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach Is not cured as speolfled therein, Notwithstanding anything to tite contrary in the EMS Agreement, a breach and default as set forth In this section shall not ba suhjOct 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 C'ustomer's obligation to repay the Amount Financed. Customer agrees to execute any and all documents In connection with the Financing Statement In order for SCF 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, Farm 14-792 0612012 251-16 Confasslon of Judgrnant; Customer Irrevocably authorizes and empowers SCE and SCE's attorneys, upon breach and default by Customer es described In the preceding section, to appear in any state or federal court In Los Angelos County, Californla, as Customer's attomay-In-tact and confess judgment against Customer by entry of a eonfasslon 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 hmltation 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 Oil 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 an the Loan Obligation, payment arrangements may be mads at SCE's sale discretion without modifying this OBF Agreement in writing, Any written modificotlon 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 in effect until the Loan Obligation is pafd in full, Assignment; Notwithstanding anything to the contrary in this OBF Agreement, Customer may not assign Its rights or delegate Its duties under the 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 some 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 He OBF Agreement shall be construed as If such Invalid, illegal cr 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 an the parties. The Facitals set Earth above are hereby Incorporated herein by reference. [Remainder of page intentionally left blank] Form 14.792 0512012 251-17 Ivt Vi NIE37 ihNEitEOF the Parties hale execured this 03= ,Agreement as of the Effective Data Customer: Authorized Representative 1 itle: Signature: Date; Business Address Telephone No Fax No, E -Mail Address: 14iTWAU fi1VAIN Southern California Edison Company: Authorized Representative Title: Signature Date: Business Address: Telephone No. Fax No E -Mail Address: Francisco Gutierrez, Exec. Dir. Maria D. Hutizar, Clerk of Council APPROVED A5 TO FORM: (for purposes of sample form only; will need re -approval upon completion) sal 9yt-. T_, Jb(HN M. FUNIC Assistant City Attorney Form 14.914 251-18 4 04/2016 SCN90ULE A Customer Name: OBF Loan Number; SIto ServicesOSF Account Number BI iing 1u Monthly Repayment OBF Loan Service Account Payment Numbor Ramalning Monthly OSP Loan Payments X -XXX• XXXX.XX X•XXX•XXMM $XX;XX $XXX,XXpermorVl or months Total Monthly Repaymont $XX,XX . $XXX.XX per month for X months Form 14-792 0,5/2012 251-19 5 i 251-20 EXHIBIT 4 ABSTRACT OF BIDS INSTALL ENERGY EFFICIENT LIGHTING FIXTURES AND CONTROLS (16-117) BIDDER LOCATION TOTAL ACM Lighting Services Corona $72,370.63 Allied e Corporation Newport Beach $73,725.00 Express Energy Services Los Alamitos $39,068.36 Foddrill Constuction Corporation Chino $56,735.31 Gerhard Electric Laguna Hills $96,047.11 Green Enerby Innovations Santa Fe Springs $53,920.00 Inter -Pacific, Inc. Tustin $61,764.17 M. Brey Electric, Inc. Beaumont $75,712.50 RT Contractor Corporation Garden Grove $181,587.50 Stars Electric Menifee $59,412.50 251-21 251-22 CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY TO SUPPORT THE SANTA ANITA NEIGHBORHOOD ASSOCIATION (STRATEGIC PLAN NO. 5,4) CITY MANAGER 1a*016711iItT,14ZI CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Charitable Ventures of Orange County Inc. for a one-time donation amount of $1,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Tinajero recommends appropriating $1,000 to Charitable Ventures of Orange County Inc. to support the Santa Anita Neighborhood Association movie night event scheduled to occur June 23, 2017, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29A-1 Donation Agreement with Charitable Ventures of Orange County Inc. to Support the Santa Anita Neighborhood Association April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $1,000 will be spent from Councilmember Tinajero appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: , Francisco Gutierrez -1 Executive Director ©� Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29A-2 City Manager's Office – WI ' City of Santa Ana 20 Civic Center Plaza Donation Request` P.O. Box 1988 Santa Ana, CA 92702 (714) 647.5200 m N IFelipe Guerrero lee: President ddress: 204 N. Susan Street city, state, zip: Santa Ana, CA 92703 Phone: (714) 265.2071 Emau: godfnannaol.com ^Fa� x' Name: Santa Anita Neighborhood Association Tax-Exempt Status: Is your organization a non-profit or public tax-exempt organization as galea One: No defined under Sectlon 501(c)(3) of the Internal Revenue Code? ✓ Yes ff If No, you will only qualify for a credit for City-related costs for your request (!.e, permit fees, '"" ` If Yes, staff time, rental rates for facilities or equipment, arc.). Costs for City services vary and if rp O"C77 O approved, credit mayor may not cover full cost of requested City services. (fax ID #: V GJ Fiscal Sponsor: Charitable Ventures of Orange County Inc. 9 0 9 ;' fff9 (City Services Credit mount Requested: q $ 1 ,66® Date Needod: PUiy Z1 , ZQ17 MayortCouncilmember: Tinajero Direct Payment Amount ��--��T���^•��a —� Uii 21 2017 Event Time: $ Event Date: �.,____ F 6:30 Requested: _ ,f y p 171 Event Location: Santa Anita park ��II Address, City, State, zip -r Movie night event intended to bring the community together and provide a fun Description of night of entertainment. Event/Purpose: .... � .... �._ __ ..... _.. _cpm.:...._....;:.:;. ^... '.,gym Neighbors come out of their homes and get to know each other better. This event will be our Community Benefit: second annual. Our event last year was very successful and attracted several hundred participants. �414n <eR u` r A{pplicant S19niture f " r"(Y°' ` ' dR it "W✓ y� r , / q fiky.� � ' - ss7` sr a, AR"'Fw A dN 4TOO Y�/at� ✓ I i�"�! ,'Wrt`+'�eiJ 7 }n 4 t,..wfl .rvfi✓A.,i ;. a i ' ae r= Y f4.st i.�nn(IV`, 4M.Pf* I{wn 'rv'9,�i�r✓rix11`I! ® D C - 1 4 MEN= Mail: City Manager's office–M-31 Email: donationrequest@santa-ana.org 20 Civic Center Plaza. Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92102 d Donation f"vequo st g : DR - -- -- �R,eferE.nea ion att re!atedr)PIre - Council Meeting Date:44/04/2417 � . Eligibility Mat ., .; YES / NO Approved Amount. � $1,000 . City Manager Signature;, - - Data 2 i-T3 Revised 01/05/20'17 29A-4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY INC., a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement, 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A COMMUNITY MOVIE NIGHT EVENT WITHIN THE SANTA ANITA NEIGHBORHOOD ASSOCIATION SCHEDULED FOR JUNE 239 2017 ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER TINAJERO, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT and POSITIVE LIFE SKILLS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit, 3. TERms AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND DOLLARS ($1,000.00) for the movie nigh event within the Santa Anita Neighborhood Association, because the City has determined that there is a public purpose to be served in supporting the Community Benefit, In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the finds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. 'This Agreement shall take effect on the date first above written and remain in effect through Recipient's fall expenditure of the finds, The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all fund's provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. "IM -5 CITY OT SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient, 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification, This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. 2 6A-6 CITY OF SANTA ANA DONATION Amu MENT Page 3 of 3 RECOMMENDED FOR APPROVAL Robert C. Cortez Deputy City Manager City Manager's Office E1il � �'Et79���rflll:��►/:1 to Attest: Gerardo Monet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: -7 J n M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY, INC., a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title r2?7 29A-8 CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY TO SUPPORT THE WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION (STRATEGIC PLAN NO. 5,4) CITY MANAGER I o goielIT, Iin(:11f CLERK OF COUNCIL USE ONLY: F_1NIZ:ZiIT51A ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Charitable Ventures of Orange County Inc. for a one-time donation amount of $500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Mayor Pulido recommends appropriating $500 to Charitable Ventures of Orange County Inc. to support the Wilshire Square Neighborhood Association Annual Summer Picnic and Concert event scheduled to occur June 29, 2017, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29B-1 Donation Agreement with Charitable Ventures of Orange County Inc. to Support the Wilshire Square Neighborhood Association April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $500 will be spent from Mayor Pulido appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director d Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29B-2 City of Santa Ana Donation Regtiest Name: �- 'l" V><Znt Address: City, State, Zip: /n� Ce cL t 1 b -Le Email: P City Manager's Office - M•31 20 Civic Centel' Plaza P.O. Box lose Santa Ana, CA 92702 (794) &476200 Title: LJ O(' Vt..� ' '--�' �. l,iG't 1 Y'' P.04- j0 J'cr S{c�Sic(P���_ I✓''7 i" Phone: Fax: Name: CTjd-�111��1i.YP ?(ftGi�E UC%1�I uiro5 Tax -Exempt Status: Is your organization a on•proht or public tax-exempt organization as defined under Section 501 (0)(3) of the Internal Revenue Code? Select One: Yes No If No, you Wil only quality for a c edt forCityrelated costs foryour request (i.e. permit fees, staff time, rental rates for facilities or equipment, etc.), Costs for City so ices very and if if Yes, _ approved, credit may or may not Dover full cost of requested City services. Tax ID M �} .. �., S 6 6 6 f CityServlces credit May $ Date Needed: = C; _ _ Amount Requested: j - �.G('j or/Councllmember: Please Choose From the List Below Direct Payment Amount 3 Event Date: _ ' ` ' r ; Requested: Cj(� �y -�7 t Event Time: M Ayt �pUL\ Event Location; T v 1 r is E c.. t v < cri� -rGt) of '1e a 5� ' i l r5 [ -// Address, City, State,. Tip 1 <, t' Description of Event Purpose: Community Benefit: Applicant Signature: C '^� , iC " ...1 fi� t t ct d Tic Lt i C.- c; 0, ( `� / 49�i C.0 F' CC �'�4t ! e v`` \} G' �-- "\"L.a.. l Q i 4 \ i✓l (-_rG� f '> "(��' c C (P 6r't-1 Q `l Vl VL'1 /�Si (,14 L.K. j, C.. l,t "t CSY._ r' ."i'�i.�4-"�6t f,j ...J�VI KG: G.Q 6i Y1 Q't- V`I.. /JI,C t I V �.. f'GL2r✓I�CLrt' a C4 vi 1 c# of 1t ('r �c� �Lt t L4 r v��� `- 4 i % �t..e� S b� 5 R O J C' ar / C- �'.. we Ger �e e.r >~ Mail: city Manager's Office -M•31 20 Civic Center Plaza P,O. Box 1988 Santa Ana, CA 92702 Date: I / Email: donation requestasanta.ane.org Fax: (714) 6474954 zC) r Revised 11/16/2015 r•- CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY INC., a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING AN ANNUAL SUMMER PICNIC AND CONCERT EVENT WITHIN THE WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION SCHEDULED FOR JUNE 29, 2017 ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions Linder which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PULIDO, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT and POSITIVE LIFE SHILLS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500.00) for the community's annual summer picnic and concert event within Wilshire Square Neighborhood Association, because the City has determined that there is a public pin -pose to be served in supporting the Community Benefit. In executing this Agreement and receiving the fiords, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the finds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 r•- CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers, Insurance or Other Obligations, For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers, The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perforin this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party, EXHIBIT 2 29B-6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA M Attest: Gerardo Mouet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: V'~ '11' J n M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY, INC., a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title E2#b 7 AUNUF 0. L — p CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY TO SUPPORT THE WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION (STRATEGIC PLAN NO. 5,4) CITY MiNAGER f CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Charitable Ventures of Orange County Inc. for a one-time donation amount of $500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Mayor Pro Tem Martinez recommends appropriating $500 to Charitable Ventures of Orange County Inc. to support the Wilshire Square Neighborhood Association Annual Summer Picnic and Concert event scheduled to occur June 29, 2017, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29C-1 Donation Agreement with Charitable Ventures of Orange County Inc. to Support the Wilshire Square Neighborhood Association April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $500 will be spent from Mayor Pro Tem Martinez appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29C-2 %. City of Santa Ana DonationRequest Name: WtGsr CC-vkJ" G cjj� Ut l Address: City, State, Zip: '�- ,t Emali: {t o'Lc:1 Gc`�--1 u('�CC�t� Ct0`Lti City Manager's Office •- M-31 20 Civic CentorPlaza P.C. Box 1988 Santa Ana, CA 92702 (714) 6476200 Title: C.i uc) rt 42 Phone: Pax; Name: f f /\^ to-btilli rJ�.YF Cg4iCttE Tax -Exempt Status: is your organization a (ion•profit or public tax-exempt organization as Select One: ('Yes No defined under Section 601(c)(3) of the Internal Revenue Code? If No, you will only quality for a credt for 04, -related costs for your request (La, permit fees. staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if It Yss, 7 approved, credit may or may not cover full cost of requested City services, Tax 10#: (; - ;LS ,r✓'� City Services Credit $ Date Needed: C5 —__ Amount Requested: ->i U. i4 MayorlCounclimember: Please Choose From the List Below Direct payment Amount , Requested: fjCoEvent pate: - r/ - 7� 1 Evont Time; c Event Location: z r f C. "t O ,,.r `� J�, l 1• 4 Address, City, State, Zip Description of Event Purpose: Community Benefit: Applicant Signature; i 29C-4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY INC., a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING AN ANNUAL SUMMER PICNIC AND CONCERT EVENT WITHIN THE WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION SCHEDULED FOR JUNE 29, 2017 ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation or MAYOR PRO TEM MARTINEZ, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE, COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT and POSITIVE LIFE SKILLS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of runds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ("6500.00) for the community's annual summer picnic and concert event within Wilshire Square Neighborhood Association, because the City has determined, that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the Rinds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply frilly with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below, 3.2 Term; Termination of Agreement, This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 29C-5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the fiuld,s will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City, Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related, costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willfal misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid shits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimblrse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indermii$cation provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to :Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. SW CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL in Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA Attest: Gerardo Mouet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: U Jc#n M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY, INC., a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name— Title `29C 7 29C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH SANTA ANA COLLEGE FOUNDATION TO SUPPORT FUTURE COLLEGE STUDENTS (STRATEGIC PLAN NO. 5,4) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1S1 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO I�I���ULrllq 7 Authorize the City Manager and Clerk of the Council to execute an agreement with Santa Ana College Foundation for a one-time donation amount of $2,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Villegas recommends appropriating $2,000 to Santa Ana College Foundation to provide scholarship funds specifically for graduating high school seniors that live within the Santa Anita Neighborhood Association to support their college education, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29D-1 Donation Agreement with Santa Ana College Foundation April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $2,000 will be spent from Councilmember Villegas's appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Managem Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29D-2 City of Santa Ana a Donation Request City Manager's Office- M-31 20 Civic Center Plaza P.O. Box 1080 Santa Ana, CA 82702 (714) 847.0200 ;Name Christina Romero - �nuts Executive Director Address; 1530 W. 17th Street City, state, zip: Santa Ana, CA 92706 iPhone: '714-564-6096 '.,Email: romero christina@sac.edu Fax: Name: 11 Santa Ana College Foundation Tax-Exampt p your organizetlon a non•pro0t or publlctax-exempt organization as (gelect One: 'defined under Section 601(c)(3) of the Internal Revenue Code? I" Yes Oft If No. you wilt only que8fy fore credif forClty-related costs for yourrequest (i.e. permit fees, tafftime, rental rates for facilities or equipment. etc.). Costs for City seryI f kes vary and If T Y IS 95-6209198 � �� � O � � (� Q pproved, credit mayor may not coverlull cost of requested City sarvlcea. ax ID 8: a7 (.7 � IDlrectPayment Amount 6s 2,00® - ;Requested: Event May Event 11®am-12pm Event Location: Santa Ana College at 1530 W. 17th St., Santa Ana, CA 92706 Address Clry. State Zip Santa Ana College will be hosting the Scholarship Award Ceremony in May 2017 at Santa Ana College to recognize Description of the hundreds of students who have earned a scholarship or award for their achievements in higher education. This Event! Purpose: event will Include donors, students, families, and faculty to celebrate the various scholarships and accomplishments. j The designated funds will be allocated to high school seniors that Ave In the City of Santa Ana, specifically within the Santa Anita li community Benefit: Neighborhood Assoclaton, whom typically attend schools In other cities and don't qualify for the SAUSD programs or benefits. This will benefit The community by promoting higher education encouraging financial stability, and promoting sustainability, within the city. i I ,Applicant Signature: .-... ;Date: 'Mall: City Manager's Office—M-31 rEmail: donallonrequestQsanta-ena.org 20 Civic center Plats Fax: (714) 047.8064 j P.O. Box 1986 Santa Ana, CA 92702 j Donation Request k DR . - Counnh Meeting Date:. 04/04/2017 Eligibility Met: YES/NO YES Approved Amount: $2,000 City Manager Signature: Date: Revised DI/06/2017 EXHIBIT 1 29D-4 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA COLLEGE FOUNDATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and SANTA ANA COLLEGE FOUNDATION, a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in PROVIDING SCHOLARSHIP FUNDS FOR GRADUATING HIGH SCHOOL SENIORS THAT LIVE WITHIN THE SANTA ANNTA NEIGHBORHOOD ASSOCIATION TO SUPPOPRT THEIR COLLEGE EDUCATION ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2,2 Public Purpose, The City, by recommendation of COUNCH,MEMBER VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE YOUTH EDUCATION, FINANCIAL STABILITY, LIVABILITY, AND POSITIVE COMMUNITY ENGAGEMENT. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a. one-time payment of TWO THOUSAND DOLLARS ($2,000.00) to support college education for graduating high school seniors that live within the Santa Anita Neighborhood Association, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the farads, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement, Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of A reement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's fall expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) EXHIBIT 2 29D-5 CITY OR SANTA ANA DONATION AGREEMENT Page 2 of 3 per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assurne all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided, Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3,6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its EXHIBIT 2 29D-6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. RECOMMENDED FOR APPROVAL CITY OF SANTA ANA LAW By: Gerardo Mouet Robert C. Cortez Acting City Manager Deputy City Manager City Manager's Office Attest: By: Maria D. Huizar Clerk of the Council Approved as to Fora: By: tvG✓ rM. Funk ssistant City Attorney SANTA ANA COLLEGE FOUNDATION a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title EXHIBIT 2 29D-7 p4lorge CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION TO SUPPORT ONE -OC HOMELESS VETERAN STAND UP EVENT (STRATEGIC PLAN NO. 5,4) ` i I CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve a donation request from OneOC for a one-time donation amount of $1,000. On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Villegas recommends appropriating $1,000 to OneOC that will host the Homeless Veterans "Stand Up" event on April 20, 2017 at the Santa Ana Stadium, in response to their donation request (Exhibit 1). Upon approval of this item, funds in the amount of $1,000 will be appropriatied to pay for City -related costs associated with their event (Exhibit 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 livability). 29E-1 Donation to Support OneOC Homeless Veteran Stand Up Event April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $1,000 will be spent from Councilmember Villegas's appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 29E-2 City of Santa Ana Donatiof7 Request City Manayer's Office -M-37 20 Civic Center Plaza P.O, Box 1888 Santa Ana, CA 02702 (714) 647.5200 o- e S 100 V pate Needed: 4/20/2017 Ma YoriCouncilmember: Ut IIC�gS Re:Dirqct uested: ant Amount 9 Name: John Hacker rine: Veterans Coordinator Address: 1901 East 4th Street _ !Description of City, State, Zip: Santa Ana, California 92705 Phone: 714-953-5757 - .Email: fhackero@oneoc.or9 'Fax: Benefit: aocal community non profit Providers Applicant signature: -¢.. Date. ,r'�-Jed 4 0(z`r •. jt •. _ _ Name: OneOC Tax -Exempt Status: Is your organization a non-proFlt or public tax-exempt organization as defined under Section 501 (c)(3) of the internal Revenue Code? Select One: ® Yes O No If No, you will only qualify for a credit for City -related costs far yourrequest (l.e, permit fees, -- _ --- - - �staff time, rental rates for facilities or equipment, etcJ.Costs for City services vary and If If Yes, ;approved,riedif may or may not raver full cost of re quasi ad City servlces. Tax ID R: City services Crede Amount Requested: S 100 V pate Needed: 4/20/2017 Ma YoriCouncilmember: Ut IIC�gS Re:Dirqct uested: ant Amount 9 $ , Event Date: ,�«°"'� Event7ime: .r'" ;Event Location: ",Address. Santa Ana Municipal Stadium City, state, Zip !Description of .One Day rental for the Stadium for the Homeless Veterans "Stand up" Event l Purpose: !'!,Community To reach out and assist the Homeless veterans with a place to get services from Benefit: aocal community non profit Providers Applicant signature: -¢.. Date. ,r'�-Jed 4 0(z`r •. jt •. _ _ Mail: City Manager's office -M-31 Email: donationrequestC@santa-ana.org 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1989 Santa Ana, CA 92702 uon,'r ww I w t fi 04:: - F 'n!biSiiV �1er v��S `,.:� tat, 415am9 S'ignmturu: pate. Revised 01/05/2017 v 29E-4 CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY TO SUPPORT THE SANTA ANITA NEIGHBORHOOD ASSOCIATION (STRATEGIC PLAN NO. 5,4) CITY ANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2" 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 Charitable Ventures of Orange County Inc. for a one-time donation amount of $300, subject to nonsubstantive changes DISCUSSION approved by the City Manager and the City Attorney. On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Solorio recommends appropriating $300 to Charitable Ventures of Orange County Inc. to support the Santa Anita Neighborhood Association movie night event scheduled to occur June 23, 2017, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29F-1 Donation Agreement with Charitable Ventures of Orange County Inc. to Support the Santa Anita Neighborhood Association April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $300 will be spent from Councilmember Solorio appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29F-2 City Manager's office — M-31 City of Santa Ana 20 Civic Conter F/aza Donation Request a.o: BOX 1988 Santa Ana, CAA 92702 a (714) 647-5200 Name: (Felipe Guerrero IAddr�— es,: —�1204 N. Susan Street ly,-state, zip: Santa Ana, CA 92703 Small: igodfnano@aol.com Yttle: lPresident ;Phone: 1(714) 265-2071 Far, Name: (Santa Anita Neighborhood Association Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as ❑ � defined under Section 501(c)(3) of the Internal Revenue Code? Is elect Ono: ✓ Yes No If No, you will only qualify for a credit for City -related costs for your request (I. s. permit fees,`--�'``--"`-"""�"` ;Staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if Yes, in0-875666 (approved, credit may or may not cover full cost of requested City services. �lfax ID #: (�� ty Services Credit ie IDato Needed: 'June 23, 2017 'Mayor/Councilmember: Solorio nount Requested; ' rectPaymentAmount j�-.,.i i -��0 pm quested: $ m Event Date: June 23, 2017 Event Time: ,ent LocatIom Santa Anita Park dress, city, Slate, Zip Movie night event intended to bring the community together and provide a fun recriptionnt of in` night of entertainment, rant I Purpose: i come out of their homes and get to know each other better. This event will be our immunity Benefit: IsNecighbors ond annual. Our event last year was very successful and attracted several hundred partiicipants. Mail: City Manager's Office --M-31 20 Civic Center Plaza P.C. Box 1980 Santa Ana, CA 92702 Email: donationrequest@santa-ana.org Fax: (714) 647.6954 ` Revised 01(0512017 29F-4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY INC., a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"), City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit, The City wishes to provide Recipient with funding to assist Recipient in HOSTING A COMMUNITY MOVIE NIGHT EVENT WITHIN THE SANTA ANNTA NEIGHBORHOOD ASSOCIATION SCHEDULED FOR NNE 23, 2017 ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCI.LMEMBER SOLORIO, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT and POSITIVE LIFE SKULLS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Pends. The City has chosen to provide Recipient with a one-time payment of THREE HUNDRED DOLLARS ($300.00) for the movie night event within the Santa Anita, Neighborhood Association, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the finds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3,2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's hill expenditure of the finds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 29F-5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the fluids will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be ongoing and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City, Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3,5 Indemnification, Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. FXHIBI'f 2 29F-6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL By Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA Attest: Gerardo Mouet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: ktit%. J&in M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY, INC. a 601(c)3 NON-PROFIT ORGANIZATION By: EXHIBIT? 29F-7 Signature Nance 29F-8 CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH LATINO CENTER FOR PREVENTION & ACTION IN HEALTH & WELFARE TO SUPPORT A 5K WALK TO PROMOTE HEALTH (STRATEGIC PLAN NO. 5,4) CITY MAWAdER CLERK OF COUNCIL USE ONLY: 15-152.0971irm, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Latino Center for Prevention & Action in Health & Welfare, for a one-time donation amount of $1,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Benavides recommends appropriating $1,000 to Latino Center for Prevention & Action in Health & Welfare to support the Latino Health Access 5K Walk event on April 8, 2017 to promote physical and emotional health, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29G-1 Donation Agreement with Latino Center for Prevention & Action In Health & Welfare to Support A 5K Walk to Promote Health April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $1,000 will be spent from Councilmember Benavides appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management ervices Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29G-2 City of Santee Ana Conation Request u' City manager's Off" - M -J'1 20 Civic Cooler ihom P.D. Box 1988 Santa Ann. CA 92702 (714) 647-6200 a Name: Tanta Pantoja Title: Communications Coordinator Address: 450 W. 4th Street City, state, zip: Santa Ana, CA, 92701 Phone: 714-542-7792 Email! tpantoja@lalinohealthaccess.org Fax: 714-542.4853 Name: Latino Health Access Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as $elect one: Q defined under Section 501(c)(3) of the Internal Revenue Code? Yes No If No, you Will only quality Por a credit for City -related costs for yourrequest (to, permit fees, stall time, rental rotas for facilities or equipment,etc.), Costs for City services very and if If Yes,����-� approved, credit may or may not cover full cost of requested City services. Tax 10 N: Latino Center far Prevention & Actien in Healfih & 1Nolfare City Services Credit $ pate Needed; April 8, 2017Amount Requested: MayorlCouncllmember; Benavidas Direct eAmount $1,000 Event pate; Aril 8, 2017 Event Time; Requested: p 7:00am-2.00pm Event Location: Centennial Park, 3000 W. Edinger Avenue, Santa Ana, CA, 92704 Address, City, share. Zip Description of Event/Purpose: Community Benefit: Applicant Signature: A healthy family and community result from healthy orators In an envlrentrnt that supporta shared maponsibllity. In ladno Heart Acceea, we want to be pati or the environment tatpmmeem the amara, of exemim I m a purpose in mind. Some of as 0 walk fora parent with dlabotes, a Old wlih special rade, In ban welght or to Slay GC Some of us want on walk for steel-' families, a mom mUualye roomy. and Is, wmmuefte Ws,).bay.. your pmpase Is, wme late us In at first Health Walk In Santa Ana and le® us who or net will YOU walk rat. This is an event that will promote wellness for all residents in the city of Santa Ana, Mall: City Manager's Office—M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Donation Request: DR Eligibility Met: Yes City Manager Signature: Date: 03/17/2017 Email: donationrfiqueat(gisanta-milcorg Fax: (714) 647-6054 Council Meeting Date Approved Amount: Date: 29G-3 04/04/2017 $1,000 Revised 01/05/2017 29G-4 CITY OF SANTA ANA DONATION AGREEMENT WITH LATINO CENTER FOR PREVENTION & ACTION IN HEALTH & WE, 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 44, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and LATINO CENTER FOR PREVENTION & ACTION IN HEALTH & WELFARE, a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipienf'). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS 2.1 Commimity Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A 5K WALK TO BRING AWARENESS TO THE COMMUNITY ABOUT PHYSICAL AND EMOTIONAL HEALTH ON APRIL 8, 2017 ("Community Benefit"), The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER BENAVIDES, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT and POSITIVE LIFE SKILLS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TE RMSANDCONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND .DOLLARS ($1,000.00) for the purpose of a 5K Walk to promote physical and emotional health, because the City has determined that there is a public propose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the favids for such purpose or otherwise comply frilly with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 29G-5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the Rinds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3,4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient, 3.5 Indemnification, Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City, Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements, The terns and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party, EXHIBIT 2 29G-6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 rAx•rrIu ► ► • • By: Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA Attest: By: Gerardo Mouet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form. By: n, J6hn M. Funk Assistant City Attorney LATINO CENTER FOR PREVENTION & ACTION IN HEALTH & WELFARE a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title EXHIBIT 2 29G-7 29G-8 R • � �r 1 CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: DONATION AGREEMENT WITH NATIS HOUSE TO SUPPORT ON-GOING YOUTH PROGRAM SERVICES (STRATEGIC PLAN NO. 5,4) S• MIV, LIN CIT ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: UvilJ091wa ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Natis House for a one-time donation amount of $1,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. Councilmember Solorio recommends appropriating youth program services that include mentoring, life to their donation request (Exhibit 1). Upon approval will be executed. STRATEGIC PLAN ALIGNMENT $1,000 to Natis House to support on-going skills, and community resources in response of this item, a donation agreement (Exhibit 2) Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29H-1 Donation Agreement With Natis House To Support On -Going Youth Program Services April 4, 2017 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016-17 General Non -Departmental account (01105015-62300). The $1,000 will be spent from Councilmember Solorio's appropriated amount for FY 2016-17. APPROVED AS TO FUNDS AND ACCOUNTS: T% Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Donation Request Form 2. Donation Agreement 29H-2 City of Santa Ana i Dartatiofl Request Cfly Mannyet'r Office-td•9i 20 Civic Ccntor Plaza P.O.pok 19178 Saote Ana, CA 92707 1714} 647.5200 Y Name: Nati Alvarado This; Executive Director Address: 1920 E. 17th Suite 202 city, tate, zip: Santa Ana Ca. 92705 phone: 714-267-7747 small: nati@ngservices.org Fax: Name: Natis House DBA Nuetral Ground Tax -Exempt status: Is your organization a non-profit or public lax -exempt organization as Select One: defined under Section 501(c)(3) of the internal Revenue Code? V Yes No ifNo. you wig only quallry for a credit for Cily-niltued costs for your request (te, permitlees. it Yes staff time, rental rates for facilities or equipment, arc.}, Costs for City services very end if 45-4041042 v✓ approved, credit may or may not cover full cost of requested Ciry services. Tex IO 4e tt ?� xc<:,;zsi'#G. '�'�.$y ?u s'�- *s''fi, �Y#<. a-'.L2�,� .�ns¢_,3'•',,. '.c� .-°.<§.rn`:'.. 'e `,,e to=Fy, Ai„L" City SsMass Credit It 11000-0 rate... 03/26/2017 a lorio Amount Requested: Direct Payment Amount 11,000.0 Event bate: every Sat EvantTlmo:6:00pm Requested: Event Location: 1920 E. 17TH St, Santa Ana, Ca. 92705 Addr ie s, C4,, MO& Zip Youth gathering, bringing youth together from throughout Santa Ana. Description or Youth are provided with valuable life skills information by positive role models. Event l purpose: By bring our youth together into a neutral place, our youth will be able to meet community eermilt: others which will in turn break down the barriers that we have in our city. 'Youth Vogram services include mentoring, life skills, and community resources. 9 Applicant Signature:Date: 03/2312017 Mail: City Manager'sOrflce-M-31 Email: donotionrequestCtana-gna,org 20 Civic Center plata Fax: (114)1476914 P.O, Sox lose Gama Ana, CA 92702 T 1OW, 29H-4 CITY OF SANTA ANA DONATION AGREEMENT WITH NATIS HOUSE 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on APRIL 4, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and NATIS HOUSE, a California 501(c)3 NON-PROFIT ORGANIZATION ("Recipient"), City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient with ON-GOING YOUTH PROGRAM SERVICES THAT INCLUDE MENTORING, LIFE SKILLS, AND COMMUNITY RESOURCES ("Community Benefit"), The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding, 2.2 Public Purpose, The City, by recommendation of COUNCILMEMBER SOLORIO, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE COMMUNITY SAFETY, YOUTH EDUCATION, ENGAGEMENT and POSITIVE LIFE SKILLS. The foregoing is a general description of the public prupose, and is not necessarily the only public plupose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND DOLLARS ($1,000.00) for on-going youth program services, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the finds, Recipient agrees to use the finds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the finds for such propose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the finds, The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the fiords will be used for a purpose which may cause a significant risk of EXHIBIT 2 29H-5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and, may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. EXHIBIT 2 29H-6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA Em Robert C. Cortez Deputy City Manager City Manager's Office Attest.- 0 ttest: Gerardo Monet Acting City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: o .T m M. Funk Assistant City Attorney NATIS HOUSE a 501(e)3 NON-PROFIT ORGANIZATION IN EXHIBIT 2 29H-7 Signature Nati Alvarado, Executive Director 29H-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: CONDITIONAL USE PERMIT NO. 2017-01 FOR AFTER HOURS OPERATION UNTIL 2:00 A.M., CONDITIONAL USE PERMIT NO. 2017-04 FOR AN ABC LICENSE AND CONDITIONAL USE PERMIT NO. 2017-05 TO ALLOW A BANQUET USE AT THE MCFADDEN PUBLIC MARKET RESTAURANT LOCATED AT 515 NORTH MAIN STREET - PHILLIP KWAN, APPLICANT (STRATEGIC PLAN NO. 3, 2, 4) 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 Receive and file the staff report approving Conditional Use Permit No. 2017-01 as conditioned, Conditional Use Permit No. 2017-04 as conditioned and Conditional Use Permit No. 2017-05 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on March 13, 2017, by a vote of 6:0 (Mendoza absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2017-01 as conditioned to allow after-hours operation until 2:00 a.m., Conditional Use Permit No. 2017-04 as conditioned to allow an on -premise Alcoholic Beverage Control license, and Conditional Use Permit No. 2017-05 as conditioned to allow a banquet use at the McFadden Public Market restaurant at 515 North Main Street located in the Transit Zoning Code/Specific Development 84 (SD -84) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION The owners of the McFadden Public Market propose to establish a multi -stall food hall within a vacant building with an outdoor patio at the rear of the structure. Seating, food service and arcade games are proposed on both floors. The kitchen and food preparation areas will be located on the ground floor, with bathroom facilities provided on both levels. The conditional use permits will allow the facility to open at 6:00 a.m. and close at 2:00 a.m., a Type 47 (on -premise) ABC license, and the ability to offer banquet space for private parties for individuals who rent all or part of the facility. Full-sized site plans are available for public viewing in the Clerk of the Council Office. 31A-1 CUP Nos. 2017-01, 2017-04 & 2017-05 — McFadden Public Market at 515 North Main Street April 4, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining and entertainment destination). FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Haghani, AICP Executive Director Planning & Building Agency HS:rb Hs.//MCFaddenPubl!cMarket/CUP-17-01 McFaddenPublicMarket.cc Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST O. r PLANNING COMMISSION MEETING DATE: MARCH 13, 2017 TITLE: 1. {. • • 1.. t� ��. STREET (STRATEGIC PLAN NO. 3, 2) Prepared by Hally Soboleske _ gcutivqhector 111112 "Al • APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO gg- Adopt a resolution approving Conditional Use Permit No. 2017-01 as conditioned to allow after- hours operation. 2. Adopt a resolution approving Conditional Use Permit No. 2017-04 as conditioned to allow an on - premise ABC license. 3. Adopt a resolution approving Conditional Use Permit No. 2017-05 as conditioned to allow a banquet use. Executive Summary Phillip Kwan, representing the McFadden Public Market, is requesting approval of Conditional Use Permit (CUP) No. 2017-01 to allow after-hours operations at a new restaurant to be located at 515 North Main Street. The applicant also requests approval of CUP No. 2017-04 to allow the on -premise consumption of beer, wine, and distilled spirits and CUP No. 2017-05 to allow the site to operate a banquet use (Exhibits 1, 2, and 3). r�17i�IFfC7"is1- • • , , s - � - Item Information Project Address 515 North Main Street Nearest Intersection Santa Ana Boulevard and Main Street General Plan Designation District Center (DC) Zoning Designation Specific Devela meet 84 (Downtown) Surrounding Land Uses North Office East Commercial Parking South Commercial Gym West Office EXI-I I VJA-J CUP Nos, 2017-01, 2017-04 & 2017-05 March 13, 2017 Page 2 (terra ;...• . � ,� .... In#orinaio`n _ ' Pro ert Size 6,251 sq. ft. Bona -Fide Existing Site Development The site is developed with a 10,000 sq uare-foot building. Use Permissions Restaurant use is allowed by right; alcohol sales is allowed with a conditional use permit CUP Zoning Code Sections Affected Alcohol sales Uses Section 41-196 SAMC O eratianal Standards Section 41-196 (g) SAMC On -premise alcohol sales and ban wet facilit Uses Section 41-2007 Table 2A SAMC Banquet facility _ Operational Standards Section 41-199.1 The McFadden Public Market proposes to occupy the entire building as a food hall with multiple food stalls within the building, as well as an outdoor patio to the rear of the structure. Bar seating, food service, and arcade games are proposed on both floors, along with dining tables and seating nooks. The kitchen and food preparation facilities will be located on the main floor with bathroom facilities Ionated on both the first and second floors (Exhibit 4). It is possible that in the future, the food stalls may be rented out to individuals or other small food operators. Storage will be mainly provided on the first floor near the kitchen area. Santa Ana Municipal Code (SAMC) Section 41-2007 (Table 2A) requires a CUP for any eating establishment with hours of operation between 12:00 a.m. and 7:00 a.m. The McFadden Public Market proposes to operate from 6:00 a.m. to 2:00 a.m. and will serve breakfast, lunch, and dinner. The applicant is also requesting an on -premise Alcoholic Beverage Control (ABC) license, This food hall restaurant and bar facility will complement the 1980's gaming arcade that was approved via separate CUP in April 2014. Finally, SAMC Section 41-2007 (Table 2A) requires a CUP for banquet uses. In addition to its normal operations, the McFadden Public Market also intends to host private parties for individuals who rent all or part of the facility. Table 2: Operational Standards Standards Required by SAMC Proposed Eating Establishment T e Bona -Fide Bona -Fide Hours of Operation 7:00 am to 12:00 am 6:00 am to 2:00 am Window Display 25% of Window Coverage Less than allowable coverage Live Entertainment Entertainment Permit Permit renewed on 10/18/16 Alcohol Storage and Displa 5% of G.F.A 2 % of G.F.A Exterior Tele hone Prohibited None Parking Re wired None None 31A-4 CUP Nos. 2017-01, 2017-04 & 2017-05 March 13, 2017 Page 3 Since its construction in 1919, the McFadden Public Market has contained a variety of land uses including restaurants, retail, and an open market place such as the Grand Central Market. The building was remodeled in 1930, then damaged and repaired due to the 1933 earthquake. In 1984, it was designated to the National Register of Historic Places as a contributor to the Downtown Historic District. The property is designated to the Santa Ana Register of Historical Properties and is significant for its Spanish Colonial Revival style of architecture and its association with Robert and James McFadden, brothers, farmers, landowners, lumber yard owners, and entrepreneurs. In 2011, the previous tenant, The Karmina Restaurant, obtained entitlements for an ABC license, after-hours operation, and a banquet hall. Karmina operated until 2015, when the entitlements expired before the McFadden Public Market could open, In 2015, the applicant obtained CUP No. 2016-22 to allow an indoor recreation and entertainment use. Prolect Analvsis Conditional use permit requests are governed by Section 41-638 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. CUP No. 2017-01: After -Hours Operation The proposed after-hours conditional use permit will allow the proposed restaurant to open for business at 6:00 a.m. and remain open until 2:00 a.m. The McFadden Public Market is located in Downtown Santa Ana surrounded by offices, retail stores, and similar full service restaurants. Conditions of approval have been placed upon the use that will minimize the possibility for any potential noise or safety impacts typically associated with after-hours operations, These operating hours are consistent with other eating establishments in the Downtown area and will enhance the area's overall economic stability by providing another food related amenity and entertainment facility allowed by the Transit Zoning Code (SD84). For these reasons, staff is supportive of the applicant's request to allow after-hours operations. CUP No, 2017-04: ABC License Conditional use permit requests may be granted when it can be shown that the proposed ABC license will provide a service or facility which will contribute to the general well-being of the neighborhood or community; that the proposed ABC license will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity; that the proposed ABC license will not adversely affect the present economic stability or future economic development of 31A-5 CUP Nos. 2017-01, 2017-04 & 2017-05 March 13, 2017 Page 4 properties surrounding the area; that the proposed license will comply with the regulations and conditions specified in Chapter 41; and that the proposed license will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. The subject site is not located within immediate proximity to parks, playgrounds, schools, or religious institutions. The closest public facility is the Orange County Nigh School for the Arts, which is approximately 1,625 feet away, and the closest residential property is 492 feet away. As a result, the granting of the CUP will not negatively impact any sensitive land uses that may be nearby. Police Deoartment Analysis The Santa Ana Police Department (SAPD) reviews conditional use permit applications for the sale and service of alcoholic beverages in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which are also utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The subject business is located in Census Tract 750.02 where there are currently 38 active on - sale ABC licenses and 8 active off -sale ABC licenses. It is also located in Police Grid 185 which ranks 8th out of 102 police reporting grids placing it in the 7th percentile, well within the highest 20% for reported police activity. The SAPID has reviewed the proposed application, and has no objection to granting this CUP to granting a Type 47 ABC license at the McFadden Public Market Restaurant. CUP No. 2017-05: Banquet Use The McFadden Public Market also proposes to operate an ancillary banquet facility, which would allow all or a portion of the restaurant to be closed to the general public for private events. Per the SAMC, banquet facilities must have a kitchen facility, sanitation facilities, and a licensed security guard for every 100 persons in attendance per event. As proposed, the project meets or exceeds the standards for a banquet use. The allowance of a banquet facility in the McFadden Public 31A-6 CUP Nos. 2017-01, 2017-04 & 2017-05 March 13, 2017 Page 5 Market will be consistent with other restaurants and will result in a facility that maintains a stronger economic viability due to the ability to host private events. The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurants to compete with other nearby restaurants that also offer banquet facilities for special events and private parties. Moreover, the banquet use will allow the restaurants to remain economically viable and contribute to the overall success of the downtown area in which it is located, helping to decrease the number of vacant tenant spaces that may affect the economic viability of the site. All banquet activity will occur on -premise and located within a commercial corridor, and therefore, any potential noise impacts will be mitigated. Parking is accommodated on -street and in parking structures as required by the SD84 zone. The proposed use will not adversely affect the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. A restaurant with a banquet facility will provide an additional dining service to the residents of Santa Ana. Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed McFadden Public Market restaurant will be located in a commercial corridor and is compatible with surrounding land uses. ,, . WMEM» • CEQA,'Strategic Plan Alignment, and Public Notification & Coinmun Outreach 'CEQA CEQA Type General Rule Section 15061 b 3 Reason(s) This exemption applies to projects where it can be seen with certainty that there is Exempt or Analysis no possibility that the activity in question may have a significant effect on the environment. The proposed after-hours operation (6:00 a.m. to 2:00 a.m.) is consistent with other food establishments operating in the vicinity and augments the area's ability to remain economically viable. The project proposes to allow the operation of a Type 47 alcoholic beverage control license to sell beer, wine, and distilled spirits at a bona -fide restaurant. The project includes a banquet use which offers another food -related amenity to the Downtown core. The City has determined that the use will not create any adverse impacts such as noise, traffic, or safe concerns. Strategic Plan Alignment Goal(s) and Approval of this item supports the City's efforts to meet Goal No.3 (Economic Policy(s) Development) Objective No. 2 of creating new opportunities for businessljob growth and encourage private development through new General Plan and Zoning Ordinance policies. 31A-7 CUP Nos, 2017-01, 2017-04 & 2017-05 March 13, 2017 Page 6 — Public Notification & Community Outreach Required Measures _ A public noticed was posted on the project site on March 2, 2017. Notification by mail was mailed to all property owners and occupants within 500 feet of the _ project site on March 3, 2017. Newspaper posting was published in the Orange County Reporter on March 3, 2017. Additional Measures The project is not located within the boundaries of a Neighborhood Association, Conclusion The McFadden Public Market restaurant is a unique restaurant proposal with an indoor gaming arcade, setting it apart from other nearby restaurants. The conditional use permits will allow this restaurant to be competitive with similar establishments and become economically viable. Additionally, the on-site sale of alcohol to customers is intended to provide a service ancillary to the primary restaurant use. Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2017-01, Conditional Use Permit No. 2017-04, and Conditional Use Permit No. 2017-05, as conditioned. Hally Sol�,�leske Senior Planner HS:jm Hs:IlMcFeddenPubllcMarkeUCUP-17-01 McFaddenPubkMarkel.pc Attachments: Exhibit 1 —Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Site Photo Exhibit 4 — Floor Plans 31A-8 SEVENTEEM ST, \_I L _ I I hJ L----.1 as Gi i °T CT et c1 a5TIP ."nl�- CG SR3 m sv EP CS o Ri _ RS R3 R3. 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C O M M E C I A L PrOjifp4 COMMERCIAL C 0 M M E R C I A L P 0 5 T O F F I C E BOULEVARD F- I - w w w w tt ¢ v~i O F F I C E vi STREET P A R K IN G O w x ¢ � a m � C 0 M M f R C I A L STREET C 0 M E JAIL FT CIDP 2017-01, 04, & 05 _ MCFADDEN PUBLIC MARKET � 515 NORTH MAIN STREET � P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-10 ��� 'k MINI qSS l � I I I •'•' IA1114U�Y4 ek �i. �dN_I .���! EI 31A-12 � e`gi�u a t ua�xnln e n 5 91aaMl Ilx IOLi4YJ'NN Yll1Y9 L y' P . T r LHC �P a `rel Elm ass.€ °g`s w Tt A UO .L tt�-If 2 EX ,i a ib J UP -1 oos0000 14 ii ��• A \l�! � l� l•n '.'f4�y �•, %•n-R^.r'"'Y�e.:S'^w'Y�L'w=.i �:TR'^:v Tai J C7 u r X� �� � iLiiLi IE 11u D w { ;r u r; ;51A-1;5 3.13.17 LS RESOLUTION NO. 2017-05 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2017-01, AS CONDITIONED, FOR AFTER HOURS OPERATION, CONDITIONAL USE PERMIT NO. 2017-04, AS CONDITIONED, FOR AN ABC LICENSE, & CONDITIONAL USE PERMIT 2017-05, AS CONDITIONED TO ALLOW A BANQUET USE, AT THE MCFADDEN PUBLIC MARKET RESTAURANT LOCATED AT 515 NORTH MAIN STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2017-01 for after-hours operation, Conditional Use Permit No. 2017-04 to allow the sale of alcoholic beverages for on -premise consumption, and Conditional Use Permit No. 2017-05 for a banquet use for the McFadden Public Market Restaurant on the property located at 515 North Main Street. B. Santa Ana Municipal Code Section 41-2007 (Table 2A) requires approval of a conditional use permit for after-hours operation, alcoholic beverage sale or consumption, and banquet use. C. On March 13, 2017, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2017-01, Conditional Use Permit No. 2017-04, and Conditional Use Permit No. 2017-05. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code Section 41-638, have been established for Conditional Use Permit No. 2017-01 to allow for after hours operation: Will the proposed use provide a service or facility which will contribute to the general well-being of the neighborhood or the community? The proposed after-hours operation will provide an ancillary service to the restaurant customers by allowing them the ability to offer meals after 12:00 midnight and before 7:00 a.m., thereby providing an additional dining option within the downtown area. This will benefit the community by providing a restaurant with an additional and complementary food -related amenity. The after-hours operation is consistent with that of other eating establishments in the downtown and offers customers another late night dining and food related retail Resolution No. 2017-05 31A-14 Page 1 of 9 alternative. Conditions have been placed on the after-hours permit that will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed after-hours operation is consistent with other restaurants operating in the downtown, and provides additional food choices for local residents and visitors. The after-hours operation will not be detrimental to persons residing or working in the vicinity because standards and conditions have been placed on the permit that will mitigate any potential negative or adverse impacts created by the use. In addition, the after-hours dining will occur within the premises and will not create adverse impacts. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that also offer after-hours meals to their patrons. Moreover, the late night hours allows the restaurants and food related retail to remain economically viable and contributes to the overall success of the City, helping decrease the number of vacant tenant spaces that may affect the economic viability of the site. The after- hours operation will contribute to the success of Santa Ana by widening the time frame that food service and food related retail is available thereby encouraging customers to visit and stay longer in the area. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on restaurants open after 12:00 midnight and before 7:00 a.m. pursuant to Chapter 41 of the Santa Ana Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. A restaurant that is open past midnight contributes to the economic success of the city as a shopping and dining destination. Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed McFadden Public Market Resolution No. 2017-05 31A-15 Page 2 of 9 Restaurant will be located in a commercial corridor and is compatible with surrounding land uses. E. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code Section 41-638, have been established for Conditional Use Permit No. 2017-04 to allow for an ABC license: 1. Will the proposed use provide a service or facility which will contribute to the general well-being of the neighborhood or the community? The proposed alcohol beverage license will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase beer, wine, and distilled spirits with their food. This will thereby benefit the community by providing restaurants with an additional and complementary food -related amenity. Standards and conditions have been placed on the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed license for the on -sale consumption of alcohol at this location will not be detrimental to persons residing or working in the vicinity because the applicable standards for an on -sale alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. In addition, the use will primarily occur within the premises and is incidental to an established bona fide eating establishment. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurants to compete with other restaurants in the area that also offer full alcoholic beverages for sale to their guests and other visitors. Additionally, the ABC license will allow the restaurant to be economically viable and contribute to the success of the entire area. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The proposed project will be in compliance with all applicable regulations imposed on a restaurant selling alcohol pursuant to Chapter 41 of the Santa Ana Municipal Code. The facilities have the kitchen facilities necessary to be considered bona fide restaurant uses and are eligible to obtain a restaurant related alcoholic beverage control license. Additionally, the restaurants will utilize less than five Resolution No. 2017-05 31A-16 Page 3 of 9 (5%) percent of the gross floor area for the storage of alcoholic beverages, which is below the maximum threshold established by the Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan, Policy 1.8 of the Land Use Element encourages a balance of land uses to address basic community needs through encouraging commercial services. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for various goods and services. Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive, and the McFadden Public Market proposes to offer a family friendly environment. Operation standards for the proposed ABC license are intended to maintain a safe and attractive environment in Santa Ana. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed McFadden Public Market will be located in a commercial corridor and is compatible with surrounding land uses. Restaurants with an ancillary alcohol license provide a dining service to the residents of Santa Ana. F. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code Section 41-638, have been established for Conditional Use Permit No. 2017-05 to allow a banquet use: 1. Will the proposed use provide a service or facility which will contribute to the general well-being of the neighborhood or the community? The proposed banquet facility will provide an ancillary service to the restaurants and their customers by providing a viable space to host special functions. This will benefit the community by providing the McFadden Public Market with an additional and complementary food - related amenity within the City. Conditions have been placed on the CUP that will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed banquet facility at this location will not be detrimental to persons residing or working in the vicinity because conditions have been placed on the permit that will mitigate any potential negative or adverse impacts created by the use. In addition, a banquet facility at this location will provide an ancillary service to the community, and will Resolution No. 2017-05 31A-17 Page 4 of 9 occur within the premises and is incidental to the primary restaurant use. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurants to compete with other nearby restaurants that also offer banquet facility for special events and private parties. Moreover, the banquet use will allow the restaurants to remain economically viable and contribute to the overall success of the downtown area in which it is located, helping to decrease the number of vacant tenant spaces that may affect the economic viability of the site. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on a banquet hall. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's varied needs for goods and services. Restaurants that offer the potential for private parties and banquets provide an essential service for local patrons and regional visitors including the business community. Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed McFadden Public Market will be located in a commercial corridor and is compatible with surrounding land uses. Restaurants with an ancillary alcohol license provide a dining service to the residents of Santa Ana. G. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from further review per Section 15061 (b)(3). This exemption allows the project to be exempt from CEQA where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Categorical Exemption Environmental Review No. 2017-01 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Resolution No. 2017-05 31A-18 Page 5 of 9 Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2017-01 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein, Conditional Use Permit No. 2017-04 as conditioned in Exhibit B attached hereto and incorporated as though fully set forth herein, and Conditional Use Permit No. 2017-05 as conditioned in Exhibit C attached hereto and incorporated as though fully set forth herein. These decisions are based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated March 13, 2017, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 131h day of March, 2017. AYES: Commissioners: ALDERETE, BACERRA, CONTRERAS-LEO, MCLOUGHLIN, NGUYEN, VERINO (6) NOES: Commissioners: ABSENT: Commissioners: MENDOZA(1) ABSTENTIONS: Commissioners: Lynnette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2017-05 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 13, 2017. Date: Commission Secretary City of Santa Ana Resolution No. 2017-05 31A-19 Page 6 of 9 MARCH 13, 2017 PAGE 1 OF 1 Conditions for Approval for After -Hours Operation: Conditional Use Permit No. 2017-01 to allow for after-hours operation is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed belowrip or to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The premises shall at all times be maintained as a bona -fide eating establishment as defined in Section 23038 of the California Business and Professions Code and shall provide a menu containing an assortment of foods normally offered. The premises must have suitable kitchen facilities and supply an assortment of foods commonly ordered at various hours of the day. Full and complete meals must be served whenever the privileges of the on -sale license are being exercised. 2. The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the premises under the control of the licensee. 3. A Trash Program and submittal of a notarized and recorded Reciprocal Trash Agreement shall be provided prior to issuance of a Certificate of Occupancy. 4. Sign permits (both permanent and temporary) are under separate submittal. 5. Special events are subject to a Land Use Certificate where such activities will take place outside of the restaurant building. Resolution No. 2017-05 31A-20 Page 7 of 9 MARCH 13, 2017 PAGE 1 OF 1 Conditions for Approval for ABC License: Conditional Use Permit No. 2017-04 to allow the on -premise consumption and service of beer, wine, and distilled spirits is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed belowrip or to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The premises shall at all times be maintained as a full-service and/or food hall restaurant with an ancillary arcade. 2. No subletting tenant shall be allowed to serve alcohol. Resolution No. 2017-05 31A-21 Page 8 of 9 MARCH 13, 2017 PAGE 1 OF 1 Conditions for Approval for Banquet Use: Conditional Use Permit No. 2017-05 to allow a banquet use is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed belowrip or to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The premises shall at all times be maintained as a full-service and/or food hall restaurant with an ancillary banquet use. Resolution No. 2017-05 31A-22 Page 9 of 9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: CONDITIONAL USE PERMIT NO. 2017-07 TO ALLOW FOR THE SALE OF ALCOHOLIC BEVERAGES FOR ON - PREMISE CONSUMPTION AT BLACK BEAR DINER RESTAURANT LOCATED AT 3355 SOUTH BRISTOL STREET - MICHAEL CHO, APPLICANT {STRATEGIC PLAN NO. 3,2) - -A RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 1110W041/4k ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2"6 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2017-07. PLANNING COMMISSION ACTION At its regular meeting on March 13, 2017, by a vote of 6:0 (Mendoza absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2017-07 which approved the sale of alcoholic beverages for on -premise consumption at the Black Bear Diner Restaurant at 3355 South Bristol Street located in the Community Commercial (C-1) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Michael Cho, representing Black Bear Diner, is requesting approval of a conditional use permit (CUP) to allow the sale of alcoholic beverages for on -premise consumption at an existing eating establishment. The subject site is approximately 104,117 square feet in size and is part of an integrated shopping center. The restaurant is operating from an existing 5,300 -square foot standalone building which has provided a restaurant use since 1971 as an original Big Boy's restaurant. In 1993, Carrow's took over the location offering similar meal options until the restaurant closed down in 2015. Black Bear Diner took over the vacant building in 2016 and remodeled the inside and outside to match the decor of the other 90 diners located within the western United States. No further alterations are proposed at this time. Black Bear Diner restaurant operates as a full service, sit-down casual eating establishment. As an ancillary use, alcoholic beverages will be stored and placed on display in a refrigerator and inside a cabinet that is located in the Manager's office, for a total of 42 square feet, which is less than five percent of the 31 B-1 Conditional Use Permit No. 2017-07— Black Bear Restaurant at 3355 South Bristol Street April 4, 2017 Page 2 gross floor area of the restaurant and is consistent with the requirements of the SAMC. The restaurant will continue to provide seating for 128 patrons and the hours of operation will remain the same; from 6:00 a.m. to 10:00 p.m. Full-sized site plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objectives #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. Hassan Haghani, AICP Executive Director Planning & Building Agency IO:rb to\Planning Commission\3355SBristol\3355SBristolBlackBearDiner.cc Exhibit: A. Planning Commission Staff Report 31 B-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: MARCH PUBLIC HEARING — •W a FORCONDITIONAL► 2017-0 • t •.. THE S�,. i. •...�... t r � • Jill • Prepared by Ivan Orozco _ gecutly0irector PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO RECOMMENDED ACTION Adopt a resolution approving Conditional Use Permit No. 2017-07. Planning Ma Michael Cho, representing Black Bear Diner, is requesting approval of a conditional use permit (CUP) to allow the sale of alcoholic beverages for on -premise consumption at an existing eating establishment located at 3355 South Bristol Street. Staff is recommending approval of the request because the site meets all Santa Ana Municipal Code requirements to be considered an eating establishment and because the site is located away from any sensitive land uses. item Information Project Address 3355 South Bristol Street Nearest Intersection Bristol Street and MacArthur Boulevard General Plan Designation General Commercial (GC) Zoning Designation Community Commercial (C-1) Surrounding Land Uses North Commercial East Commercial South Commercial West Commercial Property Size 104,117 sq. ft. (2,39 Acres) Existing Site Development The site is developed with multiple commercial buildings, including the subject 5,300 square -foot restaurant Use Permissions Restaurant use is allowed by right; alcohol sales are allowed with approval of a conditional use permit CUP Zoning Code Sections Affected Uses I Section 41-196 & 41-366 SAMC Operational Standards I Section 41-196 (g) SAMC EXHIBIT A 31 B-3 Conditional Use Permit No. 2017-07 March 13, 2017 Page 2 Project Description Black Bear Diner restaurant operates as a full service, sit-down casual eating establishment; no alterations or expansion of the restaurant are proposed at this time. Alcoholic beverages will be stored and placed on display in a refrigerator and inside a cabinet that is located in the Manager's office, for a total of 42 square feet, which is less than five percent of the gross floor area of the restaurant and is consistent with the requirements of the SAMC. The restaurant will continue to provide seating for 128 patrons. Standards Required by SAMC Provided Eating Establishment Type Bona -Fide Bona -Fide Hours of Operation 6:00 am to 12:00 am 6:00 am to 10:00 pm Window Display 25% of Window Coverage Complies with SAMC Live Entertainment Entertainment Permit No Entertainment Pro used Alcohol Storage and Dila 5% of G.F.A. 0.1 % of G.F.A. Exterior Telephone Prohibited None The subject site was originally constructed as a Bob's Big Boy restaurant in 1971 as part of an integrated shopping center. The building has continuously provided a restaurant use and in 1993, Carrow's restaurant took over the space, Carrow's restaurant also provided on -premise alcohol services through a Type 41 ABC License. In 2015, Carrow's ceased operations and the space remained empty until January 2016 when the Black Bear Diner group submitted an application for occupancy, Since the location was vacant for over one year, Black Bear Diner was required to submit a new conditional use permit application to comply with the requirements of the SAMC. Black Bear Diner is a chain restaurant that first established in 1995. The company is based out of Redding, California and currently has 91 locations in eight states with plans to open 19 additional locations. Project Analysis Conditional use permit requests are governed by Section 41-638 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. 31 B-4 Conditional Use Permit No. 2017-07 March 13, 2017 Page 3 The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, and to minimize impacts to surrounding areas, Staff has reviewed the applicant's request to allow an on -sale license at this location. Since the proposed alcohol license is intended to provide an added amenity to the restaurant, and because the sale of alcoholic beverages will be ancillary to the primary use as an eating establishment, staff recommends approval of the proposed CUP. The proposed use will not be detrimental to the health, safety, and welfare of the community. Black Bear Diner is a restaurant business with established procedures and operators in multiple states. The existing eating establishment and proposed alcoholic beverage service will enhance the economic viability of the area and create a more attractive opportunity for visitors and residents in the community, The proposed CUP will be in compliance with all other regulations, including alcohol storage and display area set forth in Section 41-196(c) of the SAMC. Further, the site will be in compliance with all the operational standards set forth in Section 41-196(g) of the SAMC, which govern the on - premises sale of alcoholic beverages (Exhibit 6). Additionally, the site is located away from sensitive land uses, ensuring that it will not be detrimental to any residential area in the vicinity, Finally, the proposed CUP will be consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which encourages land uses that enhance the City's economic and fiscal viability, that mitigate any potential impacts, and are compatible with and supporting of surrounding land uses, Black Bear Diner proposes to provide an additional amenity as part of the restaurant operations, to serve guests and residents of the City, similar to the restaurants in the immediate vicinity. Table 3: Police Department Analysis and Criteria for Recommendation Police Department Analysis and Criteria for Recommendation Police Grid No, and police Grid No. 150; ranked 40 out of 102 Police Reporting portin 9 Grids (38'h 'h percentile) Threshold for High This reporting district is below the 20 percent threshold established by the State for Crime high crime Police Department The Police Department contends that the operational standards applicable to on - Recommendation premise ABC licenses will mitigate any potential impacts to the surrounding community and therefore does not oppose the granting of a CUP. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c) (2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny 31 B-5 Conditional Use Permit No. 2017-07 March 13, 2017 Page 4 theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. CEQA, Strategic Pian Alignment, and Public Notification & Community Outreach CEQA CEQA Type General Rule (Section 15061 (b) (3)j This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the Reason(s) environment. The project proposes to allow the operation of a Type 47 alcoholic Exempt or Analysis beverage control license to sell beer, wine, and distilled spirits at a bona -fide restaurant. The City has determined that the use will not create any adverse impacts such as noise, traffic, or safety concerns. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No.3 (Economic Goal(s) and Development) Objective No. 2 of creating new opportunities for business/job growth Policy(s) and encourage private development through new General Plan and Zoning Ordinance policies. Public Notification & Community Outreach A public noticed was posted on the project site on March 3, 2017, Required Measures Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on March 3, 2017. Newspaper posting was published in the Orange County Reporter on March 3, 2017. The South Coast and Sunwood Central neighborhood associations were contacted Additional Measures by phone 10 days prior to the scheduled public hearing. At the time this report was printed, no issues of concern were raised regarding this application. Conditional Use Permit No. 2017-07 March 13, 2017 Page 5 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2017-07. Ivan Oroa Assistant IO:jm IoWlanning Commission13355SBAstoii33555BrIstolBlackBearbinor.pc Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan 31 B-7 0 fUEN:iN At iV Ri-PRD fll PRD r (-i m-Prtn - R Pt R4 RI - fll RI Pl $ IIt III 1➢PYID CI t PND] Np(1 PRP RI .._nu—I 11 a .r. • fll Pro �...,, ..[4, r RI 0 I RI ,I MI MI .w Nlt RT tll-IWb rnu�.�. P R R € Al Ri Sim = _ ,•, SD -0 �C4 CI ..R �, m y Ri e �� R2 C2 C4 MACARTHUR - LVD PROJECTSfrE p J it 0 R7•PAD I,ia C2 1 Rt II SD•71 t! I;.. R4 R4 y R4 CR 3 1 SD -43 CR SD - A6 i.�„®.�..... �.....,.,.»,._d (I SUNFLOWER AVE Al GEJEAILAONCULTURALp CR WWIMEUALRESD MAL At SNGLEFAMILYF690U IAL .R EAWAIGMODIRCUION w GDMERTME4TMJ F2 MOFAMILYMBDIENCE GSM IX,MMBd7ALSOUH MAIN Mi UGMNDUSTRAL R3 MULTIREONS'IYMULTIFI.E C9 MMMUNITYCOMMELC]AL M2 HFAVYINOUSMAl FAMILYFESIDErE GIND COMM. COMMEiCIALIMUSISIM DISTRCT MD MIUTARIGPERAMONS R4 SUBUFR34NAPARIMBJiu' C2 GENLi2AL00MMUUAL 0 CfBJ MICE FE FESDROALESMTE C3 CSITRALEU4NES P RgF1MONAL a7 SPE9FlCOEVE.OIMWT C3A C84MLEUSINESSAR7SI'MLLAGE FCA RANNMOOMMUNITYD 0PMEM �p S]MIRCPLAEI U R.ANNm910PRNGUNTE2 PFD F1.AM®90DEJTIALDEUE.0lMEdT C5 AMERALCOMMMAL CUP 2017 -07 -RST BLACK BEAR DIGER ABC St, 3355 SOUTH BRISTOL STREET - - =500 FEE =1000 FEET P L A N N 1 N G A N D B U IL _D I IN G A G E N C Y ALTON MACARTHUR C O M M E R C I A L AVENUE z h h w w � h jco M E R C I A L C O M M E R C I A L w w � h � w C[ en C) _ a t _ ww BOULEVARD MULTI- C O M M, F A M I L Y RESIDENCE CUP 2017 -07 -RST BLACK BEAR DINER ABC 3355 SOUTH BRISTOL STREET �r P L A N N I N G A N D B U I L D I N G A G E N C Y LAND U{SSE MAP TI G- 9 u C) V) m C 0 M BOULEVARD MULTI- C O M M, F A M I L Y RESIDENCE CUP 2017 -07 -RST BLACK BEAR DINER ABC 3355 SOUTH BRISTOL STREET �r P L A N N I N G A N D B U I L D I N G A G E N C Y LAND U{SSE MAP TI G- 9 ti--:�� - rl q E � qi �(� � ■ �� � § ( o » E � EXHIBIT 5 31 B-12 LS 3.13.17 RESOLUTION NO. 2017-06 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2017-07 TO ALLOW THE ON -PREMISE CONSUMPTION OF ALCOHOLIC BEVERAGES AT BLACK BEAR DINER RESTAURANT LOCATED AT 3355 SOUTH BRISTOL STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2017-07 to allow an on -premise Alcoholic Beverage Control (ABC) license for the property located at 3355 South Bristol Street. B. Santa Ana Municipal Code Section 41-196 requires a conditional use permit for the sale of alcoholic beverages for on-site consumption of beer and wine service that is ancillary to the primary restaurant use. C. On March 13, 2017, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2017-07. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41-638, have been established for Conditional Use Permit No. 2017-07 to allow for the on -premise ABC license: 1. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or the community? The proposed sale of alcoholic beverages for on -premise consumption will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase a variety of alcoholic beverages with their food. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will address any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. Resolution No. 2017-06 31 B-1 3 Page 1 of 4 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed sale of alcoholic beverages for on -premise consumption at this location will not be detrimental to persons residing or working in the vicinity because operational standards to the alcoholic beverage control license will address any potential negative or adverse impacts created by the use. This is primarily a restaurant use and the addition of alcohol will be ancillary to the main use ensuring that Black Bear Diner continues to operate as a bona -fide restaurant. The site is located away from sensitive land uses, ensuring the health and safety of the residents living in the vicinity. Finally, the sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment and will occur within the premises. All health codes and regulations will be followed, in addition to employee training programs focused on security, alcohol responsibility, and preventing the sale of alcoholic beverages to minors, which ensure that the alcohol sales are handled in a responsible manner. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed sale of alcoholic beverages will not adversely affect the present economic stability or future economic development of the properties surrounding the area. Conversely, the ABC license will enhance the economic viability of the area and create a more attractive eating opportunity for visitors and residents in the community. Moreover, the offering of alcoholic beverages will allow Black Bear Diner Restaurant, a fast casual establishment, to remain economically viable and contributes to the overall success of the South Bristol Corridor. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The proposed alcohol license will be in compliance with all applicable regulations and operation standards found in Chapter 41 of the Santa Ana Municipal Code, including alcohol storage and display area set forth in Section 41- 196(g). Operation standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive Resolution No. 2017-06 31B-14 Page 2 of 4 nuisance. The facility will be maintained as a full-service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly ordered at various hours of the day. Additionally, the restaurant will utilize less than five (5%) percent of the gross floor area for the display and storage of alcoholic beverages, which is the maximum threshold established by the Santa Ana Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed sale of alcoholic beverages will not adversely affect the General Plan. Restaurants that offer food and alcoholic beverages are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which promotes land uses that enhance the City's economic and fiscal viability and that mitigate any potential impacts such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses. Furthermore, the project is consistent with Policy 2.2 of the Land Use Element, which encourages land uses that accommodate the City's needs for goods and services. The granting of this application is also consistent with Policy 5.5 of the Land Use Element of the General Plan, which encourages projects that are compatible with and supporting of surrounding land uses. Black Bear Diner Restaurant is located in a commercial area and its operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on -premise sale of beer and wine at a full-service restaurant within an existing structure. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. Categorical Exemption Environmental Review No. 2017-09 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any Resolution No. 2017-06 31 B-1 5 Page 3 of 4 environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2017-07. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated March 13, 2017, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 13th day of March, 2017 by the following vote: AYES: Commissioners: ALDERETE, BACERRA, CONTRERAS-LEO, MCLOUGHLIN, NGUYEN, VERNINO (6) NOES: Commissioners: ABSENT: Commissioners: MENDOZA(1) ABSTENTIONS: Commissioners: Lynette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2017-06 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 13, 2017. Date: Planning Commission Secretary City of Santa Ana Resolution No. 2017-06 31 B-1 6 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: CONDITIONAL USE PERMIT NO, 2017-08 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON -PREMISE CONSUMPTION AT BUCCANEER PIZZA RESTAURANT LOCATED AT 2757 NORTH GRAND AVENUE - GREGG HANOUR, APPLICANT (STRATEGIC PLAN NO. 3,2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2017-08. PLANNING COMMISSION ACTION At its regular meeting on March 13, 2017, by a vote of 6:0 (Commissioner Mendoza absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2017-08 which approved the sale of alcoholic beverages for on -premise consumption at Buccaneer Pizza Restaurant at 2757 North Grand Avenue located in the Arterial Commercial (C-5) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Gregg Hanour, representing Buccaneer Pizza Restaurant, is requesting approval of a conditional use permit (CUP) to allow the sale of alcoholic beverages for on -premise consumption at an existing eating establishment. The subject site is approximately 51,774 square feet and contains three standalone buildings. The restaurant is located within one of the buildings and is currently occupying 2,000 square feet of an existing tenant space, and has done so since 2006. The restaurant is family -friendly and welcomes all age groups and offers a variety of hand -tossed pizzas and pastas for its clients. As an ancillary component to its food sales, Buccaneer Pizza is proposing to sell beer and wine through a Type 41 Alcoholic Beverage Control license (ABC). With no tenant improvements or expansion proposed at this time, the restaurant will continue to have a maximum occupancy of 48 patrons. The proposed alcoholic beverages will be stored within a walk-in cooler at the back of the restaurant within the kitchen area and will consist of less than five percent of the floor area. Full-sized site plans are available for public viewing in the Clerk of the Council Office. 31 C-1 Conditional Use Permit No. 2017-08 — Buccaneer Pizza Restaurant at 2757 North Grand Avenue April 4, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objectives #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. Hassan Haghani, AICP Executive Director Planning & Building Agency EM:rb M:0 iscretionaryProjects\C U P -2017 -8 -RST. cc Exhibit: A. Planning Commission Staff Report 31 C-2 REQUEST FOR akmiraglaaud PLANNING COMMISSION MEETING DATE: MARCH 13, 2017 TITLE: PUBLIC HEARING — FILED BY GREGG HANOUR FOR CONDITIONAL.USE PERMIT NO. 2017-08 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON -PREMISE CONSUMPTION AT BUCCANEER PIZZA RESTAURANT LOCATED AT 2757 NORTH GRAND AVENUE (STRATEGIC PLAN NO. 3,2) Prepared by Escarlet Mar ecutiv hector PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED Zoning Designation ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO RECOMMENDED ACTION Adopt a resolution approving Conditional Use Permit No. 2017-08. Executive Summary Gregg Hanour, representing Buccaneer Pizza Restaurant, is requesting approval of a conditional use permit (CUP) to allow the sale of alcoholic beverages for on -premise consumption at an existing eating establishment located at 2757 North Grand Avenue. Staff is recommending approval of the applicant's request due to the site's location away from sensitive land uses and the restaurant's history of compliance with the City codes and regulations that require it to operate as a bona -fide eating establishment. Table 1: Prolect and Location Information ItemI Information Project Address 2757 North Grand Avenue Nearest Intersection_ Grand Avenue and the Garden Grove SR -22) Freewa General Plan Designation General Commercial (GC) Zoning Designation Arterial Commercial C-5) Surrounding Land Uses v --P-r—opeCy North Garden Grove SR -22 Freeway East School Facility South Commercial West Commercial Size 3.34 acres Existing Site Development The site contains three standalone buildings with approximately 51,774 square feet of retail, eating establishment and service uses; including the subject 2,000 square -foot restaurant. Use Permissions Restaurant use is allowed by right; alcohol sales are allowed with approval of conditional use permit (CUP) Zoning Code Sections Affected _______��__�_ ___ Uses Section 41-196 & 41-424 SAMC Operational Standards � Section 41-196�g SAMC __ _ EXHIBI31 C-3 Conditional Use Permit No. 2017-08 March 13, 2017 Page 2 Project Description Buccaneer Pizza is a full-service, bona -fide eating establishment that does not currently sell any alcoholic beverages. The proposed alcoholic beverages will be stored within a walk-in cooler at the back of the restaurant within the kitchen area and will consist of less than five percent of the floor area. No construction or expansion of square footage is proposed at this time. Table 2: Operational Standards Standards Required by SAMC Proyjded _ Eatin Establishment Type Bona -Fide Complies Hours of Operation for ABC Sales 8:00 am to 12:00 am 11:00 am to 9:00 pm Sunday -Thursday 11:00 am to 10:00 pm Frida-Saturda Window Display_ 25% of Window Covera eComplies Live Entertainment Entertainment Permit No Entertainment Proposed Alcohol Storage and Display 5% of G.F.A. 0.675 % of G.F.A. _ Exterior Telephone Prohibited None The subject site, Bishop Village, is a multi -unit commercial center constructed in 1976. The center contains a mix of commercial uses, including Buccaneer Pizza, and is anchored by Big Lots. Buccaneer Pizza, which opened at the subject location in 2006, is known for its freshly prepared custom made to order pizzas. The restaurant is family -friendly and welcomes all age groups and offers a variety of hand -tossed pizzas and pastas for its clients. As an ancillary component to its food sales, Buccaneer Pizza is proposing to sell beer and wine through a Type 41 Alcoholic Beverage Control license (ABC). With no tenant improvements or expansion proposed at this time, the restaurant will continue to have a maximum occupancy of 48 patrons. Project Analysis Conditional use permit requests are governed by Section 41-638 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. 31 C-4 Conditional Use Permit No. 2017-08 March 13, 2017 Page 3 The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, and to minimize impacts to surrounding areas. Staff has reviewed the applicant's request to obtain the on -sale beer and wine license. Since the proposed alcohol license is intended to provide an added amenity to the restaurant, and the sale of alcoholic beverages will be ancillary to the primary use as an eating establishment, staff recommends approval of the proposed CUP. The proposed sale of alcoholic beverages for on -premise consumption will not be detrimental to the health, safety, and welfare of the community. Buccaneer Pizza is an established restaurant business with a history of service to the community and visitors of the City. The existing eating establishment and proposed alcoholic beverage service will enhance the economic viability of the area and create a more attractive dining opportunity for visitors and residents in the community. The restaurant is located away from sensitive land uses such as residences, schools, and parks, and is in compliance with all applicable regulations and conditions imposed on an established bona fide public eating establishment pursuant to Chapter 41 of the SAMC. Finally, the proposed CUP will be consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which encourages land uses that enhance the City's economic and fiscal viability. Buccaneer Pizza proposes to provide an additional amenity as part of the restaurant operations by serving alcoholic beverages to guests and residents of the City. Table 3: Police Department Analysis and Criteria for Recommendation Police Department Analysis and Criteria for Recommendation Police Grid No. and Rank Police Grid No. 221; ranked 97 out of 102 Police Re Reporting k p 9 Grids (93t" `" percentile) Threshold for High This reporting district is below the 20 percent threshold established by the State Crime for high crime Police Department The Police Department contends that the operational standards applicable to on - Recommendation premise ABC licenses will mitigate any potential impacts to the surrounding community and therefore does not oppose the granting of a CUP. The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. 31 C-5 Conditional Use Permit No. 2017-08 March 13, 2017 Page 4 The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by the State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. Table 4: CEQA. Strategic Plan Alignment and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification & Community Outreach CEQA CEQA Type General Rule Section 15061 (b) (3)] Reason(s) This exemption applies to projects where it can be seen with certainty that there is Exempt or Analysis no possibility that the activity in question may have a significant effect on the environment. This is an existing eating establishment and no alterations are being proposed at this time. Strategic Plan.Atignment _ Goal(s) and Approval of this item supports the City's efforts to meet Goal No.3 (Economic Policy(s) Development) Objective No. 2 of creating new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies. _ Public Notification & Community Outreach Required Measures A public noticed was posted on the project site on March 3, 2017. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on March 3, 2017. Newspaper posting was published in the Orange County Reporter on March 3, 2017. The Fairhaven, Fairbridge Square and Young Square neighborhood associations Additional Measures were contacted by phone 10 days prior to the scheduled public hearing. At the time this report was printed, no issues of concern were raised regarding this application. Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2017-08. Escarlet Mar Planning Technician EM:jm M:1DiscretionaryProjects\CUP-2017-8-RST.pc. 31 C-6 Conditional Use Permit No. 2017-08 March 13, 2017 Page 5 Attachments: Exhibit 1 — General Vicinity Map Exhibit 2 — Existing Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan 31 C-7 City at 0,un9 R4 GS .. ' w.nl r.m FAIR AVE to C1 a_0.AI I l__—_—I nan ` n' P JECT SITE i — � r m'i 3 d 11 d 11 C5 14,: a.nm 7Q p ro.Al II Ii II li AI A rzro P✓t I�iI At nl A z ,--:�� _ U I A7 „m Fcs C5 ARIM,, R1 ii tAI IRII At 11 II II II �A� -; At Al Ri Rl R1 R t�� enmaxm <o -AI nn° _ A7 R1 RI CA 5D -)s C1a. nra--i nr —i SEVENTEENTH At � RI C5 RI Ri LRI x R AI R1 Al At Rl 0 tA A C4 i_fn7i f Ai _ vnauo CS 1A3s p P IL -1 C, Cl k s ^" _ ,_.. ST. Al ( ERVAGPoCULTUPALT CR 03MMERTALTE90BJAAL RI ONGLEFAMIURESManAL -8 Fi>f3RNGbIMMA110N GC G0VEN'MENTCEl TW R2 TMFAMILYR-9DENCE GSA MMMMALSOUIHMAIN Mt UGin'INDUSIAAL m MULTIP.EOBISNMULTRE Cl 00MMMYCG.MM50AL M2 MEAWINDUSTRAL FAMILYRESIMCE OI MD OOMM. COMMERICKuMUm1M DISTACT MO MIUTAWOPEA70NS PA MUREANAR\RTIVIMS C2 GdO ODMMEFUAL 0 ORM SPACE It F93M IAL6TATE C3 CENTRALDJSNM P PROFESSIONAL ED SPEOPCOEVEORNFNT CM CMIRALUMNES' ARnSrMUAa FCO RANN®C0MMUNITY0EL0PM dT S' SMRCPAN C4 PLANNE0S1 PANGCG1TM PRE) RANNE)RiSOMAL)FRO MENT CS ARMALCOMMEMAL CUP 2017-08 BUCCANEER PIZZA ON—SALE ABC — 2757 NORTH GRAND AVENUE -=500 FEET T' = 1000 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 CUP 2017-08 BUCCANEER PIZZA ON -SALE ABC; 2757 NORTH GRAND AVENUE P I. A N N I N G A N D B p L D N G A G E N C Y LAND USE MAP EXHIBIT 2 31 C-9 JJIleT °{ R N. GRAND a¥&. EXHIBIT4 310.11 � > « � � 9b 25 Ga \\! . ® V" A, N. GRAND a¥&. EXHIBIT4 310.11 � > « � � ,,, <a.uweea Nar 33NY11tl91tlV'VWOS � 3 � n } .% q�q N .9 unid Laauennng ma..•a _ .w'�ih..a LS 3.13.17 RESOLUTION NO. 2017-07 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2017-08 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON -PREMISE CONSUMPTION AT BUCCANEER PIZZA RESTAURANT LOCATED AT 2757 NORTH GRAND 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 Conditional Use Permit No. 2017-08 to allow the sale of alcoholic beverages for on -premise consumption for the property located at 2757 North Grand Avenue. B. Santa Ana Municipal Code Section 41-196 requires a conditional use permit for the sale of alcoholic beverages for on-site consumption of alcoholic beverages that is ancillary to the primary restaurant use. C. On March 13, 2017, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2017-08. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41-638, have been established for Conditional Use Permit No. 2017-08 to allow for sale of alcoholic beverages for on -premise consumption: 1. That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or the community. The proposed sale of alcoholic beverage for on -premise consumption at this location will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase a variety of alcoholic beverages with their food. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. Resolution No. 2017-07 31 C-1 3 Page 1 of 4 2. That the proposed use under the circumstances of the particular case will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed sale of alcoholic beverage for on -premise consumption at this location will not be detrimental to persons residing or working in the vicinity because operational standards applicable to the alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. This is primarily a restaurant use and the addition of alcohol will be ancillary to the main use. Moreover, the restaurant's location away from sensitive land uses reduces any potential impacts to others in the immediate vicinity. Finally, the sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment and will occur within the premises. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that also offer a full selection of alcoholic beverages for sale to their guests and other visitors. Moreover, the offering of alcoholic beverages will allow Buccaneer Pizza, a locally -owned restaurant, to remain economically viable and compete with nearby full- service restaurants in the vicinity and contributes to the overall success of the City of Santa Ana. 4. That the proposed use shall comply with the regulations and conditions specified in Chapter 41 for such use. The proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant selling alcoholic beverages for on -premise consumption pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be maintained as a full- service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly ordered at various hours of the day. Additionally, the restaurant will utilize less than five (5) percent of the gross floor area for the display and storage of alcoholic beverages, which is the maximum threshold established by the Santa Ana Municipal Code. 5. That the proposed use will not adversely affect the General Plan or any specific plan of the City. Resolution No. 2017-07 31C-14 Page 2 of 4 The proposed sale of alcoholic beverage for on -premise consumption at this location will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety of full-service restaurants that feature alcoholic beverages on their menus offers additional dining options for Santa Ana residents and visitors. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Buccaneer Pizza will be located in a commercial area and its operation will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on -premise sale of alcoholic beverages at a full-service restaurant within an existing structure. It has been found by the City that the use will not create any adverse impacts such as noise, traffic, or safety concerns. The cumulative impact of this project will not be significant as the use will be complementary with the nearby commercial uses in the area. There is no reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use. Categorical Exemption Environmental Review No. 2017-10 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2017-08. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated March 13, 2017, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. Resolution No. 2017-07 31 C-1 5 Page 3 of 4 ADOPTED this 13th day of March, 2017 by the following vote: AYES: Commissioners: ALDERETE, BACERRA, CONTRERAS-LEO, MCLOUGHLIN, NGUYEN, VERINO (6) NOES ABSENT: ABSTENTIONS Commissioners: Commissioners: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney MENDOZA (1) Lynnette Verino Chairperson CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2017-07 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 13, 2017. Date: Recording Secretary City of Santa Ana 31 C-16 Resolution No. 2017-07 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: TENTATIVE PARCEL MAP NO, 2017-01 TO SUBDIVIDE ONE PARCEL INTO THREE LOTS AT 2001 WEST TRASK AVENUE — DUNG SAM, APPLICANT (STRATEGIC PLAN NO. 3,2) ClkY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: rG1=001TJAM ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 t Reading ❑ Ordinance on 2"` Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Confirm the Zoning Administrator's action approving Tentative Parcel Map No. 2017-01 as conditioned. ZONING ADMINISTRATOR ACTION On March 8, 2017, the Zoning Administrator adopted a resolution approving Tentative Parcel Map No. 2017-01 as conditioned to subdivide a parcel into three residential lots at 2001 West Trask Avenue located in the Single Family Residential (R-1) zoning district. The Zoning Administrator made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). Dung Sam, representing Lanh Huu Nguyen and Mai Phuong Nguyen, is requesting approval of a tentative parcel map to subdivide a 0.9 -acre parcel into three residential lots at 2001 West Trask Avenue. The existing parcel is developed by an existing single-family residence. Upon completion of the project, each of the three parcels will be developed with a single-family residence. The two new single-family dwellings will be constructed on 8,789 -square foot lots and will have similar two- story structures with attached two -car garages. The size of each home is approximately 3,535 square -feet and will provide a total of four bedrooms and three baths. Consideration has been taken in regards to design and architecture of the new residential structures, to make sure that the homes fit into the character of the neighborhood. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). 32A-1 Tentative Parcel Map No. 2017-01 — Subdivide Parcel at 2001 West Trask Avenue April 4, 2017 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Haghani, AICP Executive Director Planning & Building Agency 10: rb iolZoningAdministration\2001WiraskAvePM-2017-012001 WTrask.cc Exhibit: A. Zoning Administrator Staff Report 32A-2 REQUEST FOR Zoning Administrator Action ZONING ADMINISTRATOR MEETING DATE: MARCH S, 2017 TITLE: PUBLIC HEARING — MAP NO. 2017.01 TO SUBDIVIDE ONE • # II LMMAI Prepared by Ivan Orozco PLANNING COMMISSION SECRETARY APPROVED 0 As Recommended 0 As Amended Q Set Public Hearing For DENIED 0 Applicant's Request 0 Staff Recommendation CONTINUED TO Planning Manager Adopt a resolution approving Tentative Parcel Map No. 2017-01 as conditioned. Executive SUmmaU Dung Sam, representing Lanh Huu Nguyen and Mai Phuong Nguyen, is requesting approval of a tentative parcel map to subdivide a 0.9 -acre parcel into three residential lots at 2001 West Trask Avenue. Applications for residential subdivisions of fewer than five parcels require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the Santa Ana Municipal Code (SAMC). Staff is recommending approval of the subdivision because the tentative parcel map was found to be consistent with the California Subdivision Map Act and Chapter 34 of the Municipal Code. Table 1: Proiect and Location Information Item Information Project Address and Nearest Cross Streets _ 2001 West Trask Avenue (East of Fairview Street) General Plan and Zoning Designations General Plan Low -Residential (LR -7) Zoning Single -Family Residential (R-1) Surrounding Land Uses North Single -Family Residential East Single -Family Residential South Single -Family Residential West Single -Family Residential Existing Site Development One Single -Family Residential Dwelling and 1 -Car Garage EXHIBIT A 32A-3 Tentative Parcel Map No. 2017-01 March 8, 2017 Page 2 Item Information Use Permissions Permitted by Right Zoning Code Sections Affected Use 41-231 (Single -Family Residence) Development Standards 41-233 (Height, Lot Coverage, Setbacks, Parking) Staff Report Exhibits 1 (Vicinity), 2 (Land Use), 3 (Site Photo), 4 (Site Plan), 5 (Floor Plan), 6 (Tentative Parcel Map) The project entails the subdivision of a property into three residential parcels to facilitate the construction of two new single-family dwellings on Parcels 2 and 3. Upon completion of the project, three single-family residences will be located on three separate lots. The one -car carport on the property that belongs to the existing residence will be demolished and a new two -car garage will be constructed to match the architecture of the existing residence. The new two -car garage will also allow the residence to meet all off-street parking requirements. The two new single-family dwellings will be constructed on 8,789 -square foot lots and will have similar two-story structures with attached two -car garages. The size of each home is approximately 3,476 square4eet and will provide a total of four bedrooms and three baths (Exhibits 3 and 4). Table 2A and 2B detail the minimum requirements for a parcel under the Single -Family Residential (R- 1) standards and the development standards applicable to the construction of the new residential structures. Standard Required by SAMC Provided Minimum Lot Width 50 Feet Complies Minimum Lot Size 6,000 Square Feet Complies Table 2B: Development Standards Standard �— Front setback Required by SANK 2 f0 t roee prevailing setback Provided Complies Side or Street -Side setback _ 5 feet Complies Rear setback 20 feet Complies Building height 27 feet maximum Complies Parking 4 spaces total (2 in garage + 2 in driveway) Complies Lot Coverage 35% max of Lot Complies 32A-4 Tentative Parcel Map No. 2017-01 March 8, 2017 Page 3 Proiect Backaround and Chronolo In December 2015, an application was submitted to process a parcel map subdivision to an existing parcel located at 2001 West Trask Avenue. The application was then processed through the City's Development Review Committee and after several informal re -submittals the design was approved in December of 2016. In January 2017, the applicant proceeded to submit the formal discretionary application to approve a parcel map in order to subdivide the existing lot into three parcels. On February 15, 2017, the Zoning Administrator held a duly noticed public hearing on Tentative Parcel Map No. 2017-01. During the hearing, several members of the public voiced concerns regarding the size of the proposed residential structures and the proximity to the side yard lot lines. It was determined by the Zoning Administrator that the items in question along with a discrepancy in the information on the architectural plans required further clarification. The Item was continued to a later date to allow staff to meet with the applicant to discuss the issues that were raised at the meeting. Staff met with the applicant shortly after the initial meeting in February to discuss the items identified by the Zoning Administrator. The applicant revised the architectural plans, addressing the concerns of the public and those raised by the Zoning Administrator. Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Section 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative parcel maps are approved when it can be shown that findings can be made in support of the request, Specifically, findings related to the proposal being consistent with the General Plan, the site is in conformance with all applicable City ordinances, the project site is physically suitable for the type and density of the proposed project, the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, the proposed project will not cause serious public health problems, or the proposed project will not conflict with easements necessary for public access through or use of the property must be made. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report. In analyzing the applicant's request, staff believes that the following analysis warrants approval of the tentative parcel map (Exhibit 6). The applicant is seeking approval of a tentative parcel map to subdivide an existing parcel of land into three lots. Upon completion of the subdivision, the lots will continue to be utilized for residential use in the form of single-family structures. Since this application is to subdivide a lot and approve a conceptual design of the new single family homes, no major issues were identified with the proposal since the design and site improvements did not require additional discretionary approvals. In 32A-5 Tentative Parcel Map No. 2017-01 March 8, 2017 Page 4 reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the City's Zoning Code and General Plan, including lot size, lot frontage, setbacks, lot coverage, and parking. Further conditions of approval have been included to bring the site's landscaping into compliance with current standards and the construction of new block walls around the perimeter of the new parcels. The subdivision has been found to be consistent with the development pattern of the adjacent properties. Further, no adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area. Finally, the tentative parcel map was found to be consistent with the California Subdivision Map Act and Chapter 34 of the Municipal Code. Table 3, CEQA, Strategic Plan Alignment, and Public Notification & Communi�t2utreach CEQA, Strategic Flare Alignment, and Public Notification & Community Outreach CEQA CEQA Type Class 15 (Section 15315) Document Type Categorical Exemption (ER No. 2016-116) Reason(s) Exempt or Analysis Class 15 exemptions apply to properties in urbanized areas zoned for residential use into four or fewer parcels when the division is in conformance with the General Pian and zoning, no variances or exceptions are required, all services and access to the proposed parcels to local standards are available. Strategic Plan Alignment Goal(s),Policy or Policies P 5 3 (Support reinvestment in distressed areas) _ Public Notification & Communit Outreach Required Measures _ Site posting Completed; February 8, 2017 Notification by mail Completed; February 3, 2017 Newspaper posting Completed; February 3, 2017 Additional Measures Staff contact with Edna Park Neighborhood Association; No Issues were raised at the time of contact. Based on the analysis provided within this report, staff recommends that the Zoning Administrator approve Parcel Map No. 2017-01 as conditioned. ,0. Ivan Orozco Assistant Planner it IO:jm IolZoningAdminlstrator12001 WTraskAve\PM-2017-01 2001 W Trask2.pc.030817 32A-6 Tentative Parcel Map No. 2017-01 March 8, 2017 Page 5 Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan Exhibit 6 — Tentative Parcel Map 32A-7 R. Q W IL II MEMORY f enuoeN move BL,I t RI R7 5P +„R r. k Ri R1 83 RI nr Ri• Rt RI m� RI t R1 RI RI 1 1 tt%il / R Cele (I I I Ri +/ unow. mim Rl ` Al P ryTu. 0 1—i I SEVENTEENTH LN. I R1 R1 - R7 R1 s RI Rt Rl R7 R7 m RI ” s 0 Rt Rt a Rl RI # Al f P C2 ST. v Al MEiALAGPCULTUPAL} OR OWMMALFE3DDMAL R1 SNGt FAMILYRMOE AL -B RV41NGMOO9CAnON GO WSNMENTOWTEE m TAOFAMILYRSDINCE CRA CCMM50ALSOUTH MAIN M1 UGYTINDUSTRAL Po MULnFLEOENSTYMUUlRE CI COMMUNITY03MMEFUAL M2 HFAWINOUSIPAL FAMILYfESMOE 01 -MO COMM. OOMMGlOAUMUmIM DIGM T MO MIUTAWOrBWONS PA SUBUR94NAKARTMENTS C2 GENEPALCOMMEFUAL 0 OPEN SiACE FE FSDENTIALESTATE 03 CENTMLSUENM P FMF5SONAL ED SFWNr DRaOMENT C3A CE3NTRALDUSNE9,ARTI ALAGE POD PLANNED COMMUNITY DEVELOPMENT 8� SPMHCPAN 04 PANNEDE&IOPINGCENi PRO BANNED RE30MAL OE/E.OPMENT W ARRRALCCMMSUAL A PM 2017 -01 -TENT NGUYEN SUBDIVISION PARCEL MAP 2001 WESTTRASK AVENUE - =500 FEE- 1°= taaB 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 2A1 4B CITY OF ORANGE w w z z SIN C LE SINGLE FI MILY FAM LY FAMILY 5ID NCE v RESI ENCS DENS c z x MONICA LANE FAA ILY TRASK AVENUE S N LEI w E S I D E N C E w - n SAMA CLARA CIRCLE GOLF COURSE PM 2017 -01 -TENT JIGN NGUYEN SUBDIVISION PARCEL MAP U'r-A SIV 2001 WESTTRASK AVENUE P L A N N. I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 32A-9 °.r � fl 1 t - r � d Site Plan EXHIBIT 4 32A-11 > ^t Aft, a; m m 1J � Y TVR . a t. .ti . . .� , > abi IfY a i i i 4 t�--Y ia, i ri a Site Plan EXHIBIT 4 32A-11 Floor Plan 32AIF •MI ME al in."I En Floor Plan 32AIF n nj Y � f. I v br ;r ✓ �d 4 Z4 I,id f :x F'l Y� j fEy33 5 ��S J glg �vI i 9 I f°E uj Tentative Parcel Map i�`l b 32A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: AGREEMENT WITH VANIR CONSTRUCTION MANAGEMENT, INC. FOR JAIL REUSE STUDY (STRATEGIC PLAN GOAL NO. 15) CIT MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a one-year agreement with Vanir Construction Management, Inc. for a Jail Reuse Study of the Santa Ana Jail, for the period of April 5, 2017 through April 4, 2018, in the amount of $103,155, plus an additional project contingency of $21,845, for a total not to exceed cost of $125,000 subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana owns and operates a 512 bed Type 2 Jail facility that is attached to the Santa Ana Police Department Administrative Building. The Santa Ana jail was opened in 1997 and since that time has offered bed space to local and federal agencies to house detainees. As a part of the jail operations, the City operates a booking operation for use by Santa Ana Police Officers. The Santa Ana Jail does not hold or incarcerate any of the local arrestee for felonies at this facility, rather they are transferred to the County Jail where they are held at no cost to the City of Santa Ana. The Santa Ana Jail currently has 97 budgeted employee positions, 70 of which are correctional officer positions. As part of the City Councils direction to phase out an agreement with Immigrations and Customs Enforcement (ICE), the largest contract for detainees at the jail, the City provided options to the City Council on December 6, 2016, which included authorization to place a maximum number of beds that the City would agree provide to ICE. Another component of the December 6, 2016, direction by the City Council was to authorized staff to release a Request for Qualifications (RFQ 16-143) for a Jail Reuse Study, The Jail Reuse Study consisted of three elements 1) Reuse of the jail facility, 2) Jail conditions assessment, and 3) Alternatives for detention. The RFQ was released on December 12, 2016 and responses were due on January 31, 2017. Following discussion on the project budget by the City Council, one addendum was issued removing the budget section from the RFQ. The City received two proposals; Vanir Construction Management, Inc. and a collaborative group consisting of Torti Gallas + Partners, Builders of Hope, Community Initiatives for Visiting Immigrants in Confinement, and Californians United for a Responsible Budget. An evaluation 65A-1 Agreement with Vanir Construction Management, Inc. for Jail Reuse Study April 4, 2017 Page 2 committee consisting of representatives from the City of Santa Ana included: Jail Administrator, City Manager's Office staff; and the City of Anaheim Jail Administrator. The proposals were evaluated based on the following evaluation criteria: Company Experience & Capabilities (30%), Approach & Methodology (25%), Staffing (20%), Qualifications (20%), and Cost (5%). The proposal submitted by the collaborative group did not meet the minimum qualifications listed in the RFQ, however, the evaluation was performed for both proposals. The results of the RFQ evaluation process are as follows: Vendor Score Vanir Construction Management, Inc. 425 Torti Gallas, et.al. 142 500 point max Following the completion of the evaluation, the City received a 90 -day termination notice from Immigration and Customs Enforcement (ICE). This termination notice necessitated the need for staff to revise revenue and expenditure projections, along with finalizing the agreement for the Jail Reuse Study. Staff reassessed the scope of work in the RFQ and requested Vanir Construction Management provide a revised scope of work, accelerated timeline, and cost proposal. Accordingly, the alternatives to detention and jail conditions assessment have been removed from the scope of work. The purpose of the alternatives to detention evaluation was to consider options for a potential release program for immigration detainees, however the City will no longer house ICE immigration detainees after May 2017. Additionally, the jail conditions assessment was removed as the consultant will evaluate options at the jail which include continuing jail operations or potentially no longer operating a Type 2 jail. At the pleasure of the City Council, a separate conditions assessment may be completed in the future. The Police Department, in collaboration with the City Manager's Office, proposes to enter into a one-year agreement with Vanir Construction Management, Inc. The scope of work outlines a four (4) month estimated completion process, but by awarding a one-year contract, staff may direct the consultant to perform additional work as needed to complete the Jail Reuse Study. In addition to the base contract award, staff is requesting a project contingency of $21,845, for a total not to exceed cost of $125,000. This contingency may be use by the contractor or by the City to complete the necessary project requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety and Objective #5, (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana) 65A-2 Agreement with Vanir Construction Management, Inc. for Jail Reuse Study April 4, 2017 Page 3 FISCAL IMPACT Funds are available in the Police Department, Jail Operations contract services account (no. 01114475 62300) for the following fiscal years as follows: 01114475 62300 FY 2016-17 $50,000.00 FY 2017-18 $75,000.00 $125,000.00 ri"", - Carlos Rojas Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director ! Finance & Mgt. Services Agency Exhibit: 1. Vanir Construction Management, Inc. Agreement 65A-3 65A-4 THIS AGREEMENT is made and entered into this 4th day April, 2017 by and between Vanir Construction Management, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), RECITALS A. On December 12, 2016, the City issued Request for Qualification No. 16-143, by which it sought a firm to prepare a Re -Use Plan and Feasibility Study for the Santa Ana Jail. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that itis able and willing to provide the services described in RFQ No. 16-143 and attached as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide those services described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth therein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B. Consultant shall be reimbursed for transportation, lodging, and meals only upon pre -approval by City. The total sum to be expended under the term of this Agreement shall not exceed $125,000, including such reimbursements. This amount includes (1) the base sum of $103,155 and (2) a contingency of up to $21,845 for services to be performed by Consultant at the sole discretion of the City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement or composed utilizing information provided by City, shall be the property of City and shall be delivered to City upon completion of the services hereunder. 65A-5 4. TERM This Agreement shall commence on April 5, 2017 and continue through April 4, 2018, unless terminated earlier pursuant to Section 14, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire terns 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. G. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Workers' Compensation Insurance. hn accordance with the California Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 65A-6 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f, If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination, Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIItICATION Consultant agrees to and shall defend, 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 arise from the negligent acts or operations of Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of 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 asserting personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arising by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding 8. RECORDS Consultant shall keep records and, invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 65A-7 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct of indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: To Consultant: Jorge Garcia City Manager's Office City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Vanir Construction Management, Inc. 3200 Park Center Drive, Suite 320 Costa Mesa, CA 92626 Attn: Lara Jennings, Area. Manager 65A-8 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, 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. 13. 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. 14. 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, City may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 15. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment 65A-9 related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 patties 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. PROFESSIONAL. LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. SECURITY COMPLIANCE Any and all of Consultant's employees performing services under this Agreement shall undergo a security/background check as specified by City. Within two (2) weeks of this Agreement becoming effective, Consultant shall provide personal identifying information for all personnel that will be working onsite at the Santa Ana Police Department and/or Santa Ana Jail or otherwise performing services under this Agreement. In the case that any of Consultant's personnel fail the security/background check, City will notify Consultant at least one week prior to the beginning of installation work so that Consultant can make other staffing arrangements. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority 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 WITNF,SS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. IIuizar Gerardo Mouet Clerk of the Council Acting City Manager 65A-10 APPROVED AS TO FORM: CONSULTANT SONIA R. CARVALHO City Attorney By: �w c—� John W, Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police Name: Title: 65A-11 Santa Ana Jail Reuse Plan and Feasibility Study Scope of Work and Methodology Outline Task 1. Review of current detention system issues and reconfirm City goals/objectives and overall purpose for the future direction of the City jail. The Vanir consultant team will meet with City staff in a "kick-off' meeting and jail tour. The focus of the discussion will include: ■ Background Information: Review of the operational history, budget background, and other key issues involving the City's jail facility. • Scope of Work: Review of the project's methodology, schedule, and consultant team's information listing request handout. ■ Press Inauiries: Establishment of the process and lines of reporting for addressing press and public inquiries. • Jail Reuse Options: Discussion of City's overall fiscal concerns, limitations, and other major factors which should be considered in the jail reuse options analysis. Task 2. Collection and analysis of jail population trend data, staffing, operational costs and Inmate programs /services Information. The resulting data collection and analysis work will focus on the following: • law Enforcement Agency Bookings: Detainee intakes, releases, length of jail stay, and average daily inmate population (ADP) trends. • Inmate Profiles: Detainee arrests / booking offenses and criminal history characteristics will be compiled and analyzed. Inmate security classifications and custody housing requirements will be reviewed. • Jail Staffing: Number of management, custody inmate supervision, and other jail support staffing levels. • Jail Budgets: Annual line item jail fiscal operating costs and expenditure trends. Outside agency contract revenue and inmate daily per diem reimbursement rate collections and other offsetting operational cost sources will be reviewed. ■ Inmate Programs and Services: Jail program service providers I volunteers involved with (a) mental health, (b) medical, (c) substance abuse, (d) academic education, (e) life skills, and (f) reentry programs will be interviewed to understand the intent and frequency of services directed to the detainee populations. Task Sr Review of the jail's building characteristics, space, and physical security / custody arrangements. The consultant team will analyze the overall adequacies of the facility's functional use areas security and custody characteristics. The focus of the analysis will include: Buildina Security / Custody Characteristics: Facility architectural floor plans, specifications, renovations, previous inspections, and deferred maintenance items will be assembled and 65A-12 reviewed. The work will examine the configuration, capacity, utilization, security levels, and custody arrangements of the facility's existing area space Including (a) administration, (b) visiting / lobby / public areas, (c) food services, (d) central control, (e) maintenance / storage / utilities, (f) laundry, (g) intake / release, (h) medical / mental health clinics, (i) programs / classrooms, Q) housing / dayrooms, (k) interior circulation, (1) indoor recreation (gym), (m) vehicle sallyport, and (n) quasi -outdoor circulation / recreation yards. Space Assessments: Based on the defined area uses identified for the Cityjail, an assessment of the adequacy of each space will also be undertaken which takes into account factors including (a) appropriate size, (b) efficiency / organization, (c) expansion characteristics, (d) circulation, (a) location, (f) adjacencies, and (g) level of privacy. Overall conclusions about the adequacy of the facility and its space provisions will focus an standard jail building security design criteria as well as the systems needed to support the operation of a detention facility, The assessment information is intended to identify any significant issues concerning the adequacy of the existing space and custody / housing levels associated with detainee populations incarcerated in the facility. Task 4: identify and analyze Jail reuse options for City consideration. Using the information and results assembled In the previous planning tasks, the Vanir consultant team will work with the City to finalize 3 — 4 draft options which will be further evaluation with recommendations provided to the community. The analysis, evaluation work, and recommendations will include: ■ Detailed Description of Options: A written comprehensive narrative description will be developed for each draft jail reuse option the consultants Identified and analyzed during the scope of the project work. Each description will include graphic layouts highlighting the design plans and concepts incorporated into the reuse option. • Other Contracting Out Options: In order to provide the City with a comprehensive analysis, the consultant team will review with qualified national correctional firms, including the Federal Bureau of Prisons, the process, procedures, and likely success the City can expect if it pursued arrangements with other outside custody agencies who may be interested in operating the City jail, This information will be included in the evaluation of each jail reuse option. • Fiscal Analysis: An in-depth fiscal analysis will also be prepared which includes information showing the overall fiscal impact the City will likely incur if the jail reuse option is pursued and ultimately implemented. ■ Community Study Input The consultant team will work with City stakeholders and identified interested advocates to establish and carry out an organized community meeting to gather public input, concerns, and other potential impacts associated with the jail reuse options the City Is evaluating. The consultant team will use the public input information in finalizing the published Information showing the advantages and disadvantages of each reuse option. • Consultant Recommendations: The consultant team will develop a summary outline of the pros and cons and advantages /disadvantages Identified in the course of the study for each of the jail reuse options. Analysis of this information and related fiscal impact data will be used to form the recommendations the consultant team is prepared to present to the City Council. Task 5 Prepare jail reuse options final report. After the draft Jail Reuse Planning and Feasibility Study has been reviewed and approved by the City's administrative staff, copies of the report will be prepared and presented to the City Council. 65A-13 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 4, 2017 TITLE: PUBLIC HEARING ON ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF SANTA ANA ARTS COLLECTIVE, L.P. AND RESOLUTION APPROVING THE ISSUANCE OF BONDS (STRATEGIC PLAN NO. 5,3) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ST UZT.011071anp ❑ As Recommended ❑ As Amended El Ordinance on 1 61 Reading © Ordinance on god Reading 0 Implementing Resolution El Set Public Hearing Fora_ CONTINUED TO FILE NUMBER 1. Conduct a Tax Equity and Financial Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority on behalf of the Santa Ana Arts Collective, L.P., for the benefit of for the acquisition, construction, improvement and equipping of a 58 -unit affordable multifamily rental housing facility to be owned and operated by the Borrower and located at 1666 North Main Street within the City of Santa Ana. 2. Adopt a resolution approving the issuance of revenue bonds by the Authority in an amount not to exceed $10,000,000 for the purpose of financing or for the acquisition, construction, improvement and equipping of the Project. DISCUSSION Meta Housing Corporation and Western Community Housing, Inc., on behalf of Santa Ana Arts Collective, L.P., a California limited partnership, or another entity to be established by Meta Housing Corporation and/or Western Community Housing, Inc. or an affiliate thereof (the "Borrower"), has requested that the California Municipal Finance Authority (the "Authority") issue one or more series of revenue bonds in an aggregate principal amount not to exceed $10,000,000 (the "Bonds") for the acquisition, construction, improvement and equipping of a 58 - unit affordable multifamily rental housing facility (the "Project') to be owned and operated by the Borrower and located at 1666 North Main Street within the City of Santa Ana. However, in order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of Santa Ana must conduct a public hearing (the "TEFRA Hearing") providing for the members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the refinancing of the Project. Following the close of the TEFRA Hearing, an "applicable elected 75A-1 Santa Ana Arts Collective — TEFRA Hearing April 4, 2017 Page 2 representative" of the governmental unit hosting the Project, in this case the City, must provide its approval of the issuance of the Bonds by the Authority for the refinancing of the Project. The bonds to be issued by the Authority are the sole responsibility of the borrower. The City has no financial or legal liability for the project or repayment of the bonds and does not constitute any type of indebtedness for the City. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The California Municipal Finance Authority shares 25 percent of all issuance fees directly with its member communities. With respect to the City of Santa Ana, it is expected that 25% of the issuance fee will be granted by the Authority to the general fund of the City. Such grant may be used for any lawful purpose of the City. The Borrower will be the beneficiary of the Authority's charitable donation through a 25% reduction in issuance fees. Staff esitmates the City's share may be $2,000, however the final amount depends on the final fees.Upon receipt, the funds will be deposited to the Miscellaneous Revenues, Miscellaneous Recoveries Revenue Account (no. 01102002-57010). Robert C. Cortez -- Deputy City Manager Community Development Agency Exhibits: 1. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: g)N!Q L.)1 Francisco Gutierrez Executive Director Finance & Management Services Agency 75A-2 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA MUNICIPAL, FINANCE AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 TO FINANCE A 58 -UNIT AFFORDABLE MULTIFAMILY RENTAL FACILITY FOR THE BENEFIT OF SANTA ANA ARTS COLLECTIVE, L.P., OR ANOTHER E'NTIT'Y TO BE FORMED BY META HOUSING CORPORATION AND/OR WESTERN COMMUNITY HOUSING, INC. (OR AN AFFILIATE OF EITHER) AND CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, Meta Housing Corporation and Western Community Housing, Inc., on behalf of Santa Ana Arts Collective, L.P., a California limited ,partnership, or another entity to be established by Meta housing Corporation and/or Western Coralnunity Housing, Inc, or an affiliate thereof (the "Borrower"), has requested that the California Municipal 'Finance Authority (the "Authority") issue one or more series of revenue bonds in an aggregate principal amount not to exceed $10,000,000 (the "Bonds") for the acquisition, construction, improvement and equipping of a 58 -unit affordable multifamily rental housing facility (the "Project") to be owned and operated by the Borrower and located at 1666 North Main Strect within the City of Santa Ana (the "City"); and. WHEREAS, pursuant to Section 147(1) of the Internal Revenue Code of 1986 (the "Code"), the issuance of the Ponds by the Authority must be approved by the City because the Tlmo i;t-iytebelacatedwitmn'tlTetet°ritorrfallimits oftlseCity" alrd- WHEREAS, the City Connell of the City (the "City Council") is the elected legislative body of the City and is one of the "applicable elected representatives" required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHERE AS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the ,Point Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council Inas, following, notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority; and WHEREAS, the City Council understands that its actions in holding this public hearing and in approving this Resolution do not obligate the City in any manner for payment of the principal, interest, fees or any other costs associated with the issuance of the Bonds, and said City Council expressly conditions its approval of this Resolution on that understanding. Exhibit 1 75A-3 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Ana as follows: Section 1, The foregoing recitals are true and correct. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority. It is the purposo and .intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 1470 of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is to be located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement. Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds. Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planting approval, permit or other action necessary for the acquisition, construction, rehabilitation installation or operation of the Project; or, (iii) make any contribution or advance any funds whatsoever to the Authority, S oction 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they doom necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this_ resolution and the financing transaction -approved hereby. Section b. The City Council expressly conditions its approval of this Resolution on its understanding that the City shall have no obligation whatsoever to pay any principal, interest, fees or any other costs associated with the Authority's issuance of the Bonds for the financing of the Project, Section 7, The Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the Authority in care of its counsel: Ronald E. Lee, Esq. Jones Hall, A:PLC 475 Sansome Street, Suite 1700 San Francisco, CA 94111 Section 8. This resolution shall take effect immediately upon its adoption. 75A-4 PASSED AND ADOPTED by the City Council of the City of Santa Ana this _ day of 2017. AYES: NOES: ABSTAIN: ABSENT: Attest: By: City Clerk APPROVED AS TO FORM: Sonia R. Carvalho City Attyigy 1 ! i By: i Ryan 75A-5 MAYOR 75A-6