Agenda packet — Garden Grove City Council, August 13, 2024 (part 4 of 4)

55. No roof-mounted mechanical equipment shall be permitted unless a method of screening complementary to the architecture of the building is approved by the Community Development Department, Planning Services Division. Said screening shall block visibility of any roof-mounted mechanical equipment from view of public streets and surrounding properties.

56. No satellite dish antennas shall be installed on said premises unless, and until, plans have been submitted to and approved by the Community Development Department, Planning Services Division. No advertising material shall be placed thereon.

57. Permits from the City of Garden Grove shall be obtained prior to displaying any temporary advertising (i.e., banners).

58. Signs shall comply with the City of Garden Grove sign requirements. No more than 15% of the total window area and clear doors shall bear advertising or signs of any sort. No signs advertising alcoholic beverages shall be placed on the windows. Any opaque material applied to the store front, such as window tint, shall count toward the maximum window coverage area. Any modifications to existing signs or the installation of new signs shall require approval by the Community Development Department, Planning Services Division prior to issuance of a building permit.

59. The Conditional Use Permit may be called for review by City staff, the City Council, or Planning Commission, if noise or other complaints are filed and verified as valid by the Code Enforcement office or other City department concerning the violation of approved conditions, the Garden Grove Municipal Code, or any other applicable provisions of law.

60. If deemed necessary by the Community Development Director, the Conditional Use Permit may be reviewed within one year from the date of this approval, and every three (3) years thereafter, in order to determine if the business is operating in compliance.

61. A copy of the decision and the conditions of approval for Conditional Use Permit No. CUP 284-09 (REV. 2024) shall be kept on the premises at all times.

62. The permittee shall submit a signed letter acknowledging receipt of the decision approving Conditional Use Permit No. CUP 284 -09 (REV. 2024), and his/her agreement with all conditions of the approval.

Page 14 ends

No. CUP-284-09 (REV. 2024). The applicant shall pay the City’s defense costs, including attorney fees and all other litigation related expenses, and shall reimburse the City for court costs, which the City may be required to pay as a result of such defense. The applicant shall further pay a ny adverse financial award, which may issue against the City including but not limited to any award of attorney fees to a party challenging such project approval. The City shall retain the right to select its counsel of choice in any action referred to herein.

479

COMMUNITY DEVELOPMENT DEPARTMENT

PLANNING STAFF REPORT

AGENDA ITEM NO.:

C.2.

SITE LOCATION: West side of Main
Street, between Garden Grove Boulevard
and Acacia Parkway, at 12941 Main
Street
HEARING DATE: June 20, 2024 GENERAL PLAN: Civic Center Mixed Use (CC)
CASE NO.: Zoning Text Amendment No.

A-039-2024 and Conditional Use Permit
No. CUP-284-09 (REV. 2024)
ZONE: CC-2 (Civic Center Main Street)
APPLICANT: HTB, Inc. CEQA DETERMINATION: Existing
Facilities (15301)
PROPERTY OWNER: Andrew Nguyen APN: 089-213-12

REQUEST:

The applicant requests approval of a Zoni ng Text Amendment to Title 9 (Land Use) of the Garden Grove Municipal Code pertaining to billiard parlors and pool halls. The proposed Zoning Text Amendment would update portions of Chapters 9.04 and

9.18 of Title 9 of the City of Garden Grov e Municipal Code to update definitions, permitted uses, and special operating co nditions and development standards for billiard parlors and pool halls, including amending the CC-2 (Civic Center Main Street) zone to allow billiard parlors and pool halls as an incidental use to a “full service dine-in eating establishment/restaurant" subject to a conditional use permit.

Contingent upon the adoption and effe ctiveness of the proposed Zoning Text Amendment, the applicant also requests to modify Conditional Use Permit No. CUP- 284-09 (REV. 2023) to permit an existing restaurant, located at 12941 Main Street, in the CC-2 (Civic Center Main Street) zone, to operate a billiard parlor with eight (8) pool tables as an incidental use. Up on approval and exercise of the subject request, the Conditional Use Permit prev iously governing the tenant space, CUP- 284-09 (REV. 2023), would be revoked and become null and void and replaced by Conditional Use Permit No. CUP-284-09 (REV. 2024).

BACKGROUND:

The subject site is improved with an existing 6,000 square foot one-story restaurant located on the west side of Main Street, between Acacia Parkway and Garden Grove Boulevard. The property is zoned CC-2 (Civic Center Main Street) and has a General Plan land use designation of Civic Center Mixed Use (CC). The building is located within Historic Main Street, which consists of a mix of residential, restaurants, tea shops, retail, personal services, and office uses.

On June 12, 2008, the City of Garden Grove approved Conditional Use Permit No. CUP-233-08 to allow the subject restaurant, which was named 7 Seas 480
STAFF REPORT FOR PUBLIC HEARING PAGE 2 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
Restaurant at the time, to operate with a new original State Alcoholic Beverage Control (ABC) Type “41” (On-Sale, Beer and Wine, Eating Place) License. On November 12, 2009, the City approved Conditional Use Permit No. CUP-284-09, to allow the restaurant to operate with an AB C Type “47” (On-Sale, General, Eating Place) License. On June 17, 2010, the City approved CUP-284-09 (REV. 10) to allow the modification of the existing floor plan of the restaurant to include a new sushi bar and new rear dining/lounge area; to ex tend the hours of operation to be from 11:00 a.m. to 11:00 p.m., Sunday through Thursday, and 11:00 a.m. to 2:00 a.m., Friday and Saturday; and to allow limited live entertainment in the form of one vocalist and one amplified instrumentalist. In 2009, the restaurant changed ownership and the name of the restaurant was changed to The Wharf.

The applicant, HTB, Inc., acquired the Wharf in July 2023. The applicant is experienced in the restaurant and billiard industry. Currently, the applicant is partnering with other businesses to operate Danny K's Billiards & Sports Bar, located at 1096 N. Main Street, Orange , CA 92867, and Aloha Family Billiards, located at 7311 Orangethorpe Avenue, Buena Park, CA 90621. In addition, the applicant is associated with several billiards and pool leagues, including the American Poolplayers Association (APA), the Billiard Congress of America (BCA), and the United States Professional Poolplay ers Association (UPA). After taking over the operation of the Wharf, the applicant wishes to operate a similar business model that includes a full-service dine-in restaurant with the element of pool playing.

On December 7, 2023, the Planning Commission approved Conditional Use Permit No. CUP-284-09 (REV. 2023) allowing the applicant to modify the existing approved floor plan, to allow the operation of two (2) pool tables as incidental amusement devices within the dining area, and to mo dify the hours of operation to be from 11:00 a.m. to 12:00 a.m., Sunday thro ugh Wednesday, and from 11:00 a.m. to 2:00 a.m., Thursday through Saturday. In conjunction, the approval of CUP-284-09 (REV. 2023) also updated the conditions of approval to reflect existing standard conditions of approval currently app lied to new conditional use permits for establishments operating with a State Alco holic Beverage Control (ABC) Type “47” License.

The Zoning Code currently contains multiple definitions related to “billiard parlor” and “pool hall” that impose inconsistent lim itations on the number of pool tables permitted for an establishment, resulting in potential challenges in implementing the Zoning Code. Therefore, City staff al so recommends updating the definitions, permitted uses, and special operating co nditions and development standards for billiard parlors and pool halls, in various areas of the Code, to ensure standards and limitations are consistent throughout the Municipal Code, in conjunction with the 481
STAFF REPORT FOR PUBLIC HEARING PAGE 3 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
requested amendment to allow billiard parlor/pool hall as an incidental use to a “full-service dine-in eating establishment/restaurant” in the CC-2 zone.

Approval of a modification to Conditional Use Permit No. CUP-284-09 (REV. 2023), to permit the subject restaurant to operate an incidental billiard parlor with eight (8) pool tables, will be contingent upon the adoption and effectiveness of the proposed Zoning Text Amendment. Upon approval and exercise of the subject request, Conditional Use Permit No. CUP-284-09 (REV. 2023), will be revoked and become null and void and superseded by Conditional Use Permit No. CUP-284-09 (REV. 2024).

Pool halls in the City are also subject to separate regulations set forth in Chapter

5.40 (Pool Halls) of the Garden Grove Muni cipal Code. Amongst other things, the regulations in Chapter 5.40 require a police permit for some pool rooms or pool halls; require all windows and entrances to be left open, clear and unobstructed so as to allow an unimpaired line of sight by a peace officer into the interior of the business premises during business hours; prohibit games of chance; require minors to be accompanied by a parent or legal guardian; and require the business to be between the hours of 2:00 a.m. and 6:00 a.m. In conjunction with the proposed amendments to Title 9 being considered by the Planning Commission, City staff intends to propose that the City Council also adopt minor amendments to Municipal Code Chapter 5.40, which, among other things, would exempt pool rooms or pool halls subject to a Conditional Use Permit fr om having to obtain a separate police permit, but which would still require co mpliance with the other regulations described above. The proposed amendmen ts to Chapter 5.40 are not within the jurisdiction of the Planning Commission an d are not part of the proposed Code amendments being considered by the Plan ning Commission. However, a copy of the proposed amendments to Chapter 5.40 are attached to this Staff Report for informational purposes only (Attachment 5).

DISCUSSION:

ZONING TEXT AMENDMENT
Updates to Title 9 of the Municipal Code under this Amendment are twofold:

1. To amend Chapter 9.18 of the Code to allow billiard parlors and pool halls as an incidental use to a full-service dine-in eating establishment or restaurant in the CC-2 zone, and to update special operating conditions and development standards for billiard parlors and pool halls in the mixed-use zone; and

2. To amend Chapter 9.04 to update definitions of “Billiard Parlor” and “Pool Hall” to ensure consistency throughout the Code.

BILLIARD PARLOR AND POOL HALL IN THE CC-2 ZONE
Currently, “Billiard Parlor/Pool Hall” is not a listed permitted use (whether automatically permitted, conditionally permitted, or incidentally permitted) in the 482
STAFF REPORT FOR PUBLIC HEARING PAGE 4 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
CC-2 zone. In order to facilitate the requ est, text amendments to sections of Chapter 9.18 (Mixed Use Regulations and De velopment Standards) of Title 9 of the Municipal Code are necessary. Specific sections that will be amended include Table

9.18-1 (Use Regulations for the Mixed Use Zones) and Section 9.18.030.100 (Specific Uses – Special Operating Conditions and Development Standards pertaining to Billiard/Pool Hall).

Table 9.18-1 is proposed to be amended to establish “Billiard Parlor/Pool Hall” as an incidental use to a “full-service dine-in eating establishment/restaurant” in the CC-2 zone. Proposed updates to the zoning text are as follows:
(Deletions shown in strikethrough, additions shown in bold-italics) Table 9.18-1
Use Regulations for the Mixed-Use Zone
Recreation, Amusement, Entertainment
Permitted
Uses
GGMU-
1, -2, -
3 CC-1 CC-2 CC-3 CC-OS NMU AR
Additional Regulations
and Comments

Billiard
Parlor/Pool
Hall
C [-] [-]I* [-] [-] C [-] See
Section 9.18.030.100 (Billiard
Parlor/Pool Hall).

In the CC-2 zone, billiard
parlors and pool halls are
only allowed as an incidental
use to a full-service dine-in
eating
establishment/restaurant.

Section 9.18.030.100 of the Code includes special operating conditions and development standards pertaining to billiard parlors and pool halls. Proposed Zoning Text Amendments to this section are to update regulations and standards imposed to billiard and pool playing activities in all mixed-use zones, and to create special operating conditions and development standards for billiard parlors and pool halls incidental to full-service dine-in eating establishments or restaurants. Proposed zoning text amendments are as follows:

(Deletions shown in strikethrough, additions shown in bold-italics)

9.18.030.100. Billiard Parlor/Pool Hall.

A. Conditional Use Permit Required. Billiard parlors and pool halls, either as a primary or incidental use , shall require a conditional use permit and be subject to the requirements set fort h in Chapter 5.40 (Pool Rooms) of the Municipal Code. In addition, a conditional use permit for a billiard parlor or pool hall shall be considered to be null and void if the establishment ceases operation for 30 or more consecutive days.

483
STAFF REPORT FOR PUBLIC HEARING PAGE 5 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
B. Location Restrictions.

1. Billiard parlors and pool halls shall not be permitted to be located within 200 feet of any "R" zoned property or any PUD established exclusively for residential use, any property containing a residential use, or any building owned and occupied by a public agency.

2. Billiard parlors and pool halls shall not be permitted in a location which would tend to produce a hazard or nuisance to other permitted uses and activities in the vicinity, including such considerations as noise, late night operations, loitering, and public safety.

C. Waiver of Distance and Location Provisions. For a
residential/commercial mixed use development project as defined in this title, aAny property owner , or his or her authorized agent may, as part of the conditional use permit process, apply to the hearing body for a waiver from any of the distance and location provisions contained and/or cross-referenced in this section. The hearing body, through the hearin g process for the conditional use permit, may grant a waiver to any distance or location provision for a residential/commercial mixed use development if the following findings can be made:

1. That the proposed use will not be contrary to the public interest or injurious to nearby properties, and that the spirit and intent of this section will be observed;

2. That the proposed use will not unreasonably interfere with the use and enjoyment of neighboring property or cause or exacerbate the development of urban blight;

3. That the use will not interfere with the operations of other businesses or uses in the vicinity of on the site;

4. That the establishment of an addi tional regulated use in the area will not be contrary to any program of neighborhood conservation or revitalization; nor will it interfere with any program being carried out pursuant to the community redevelopment law;

5. That the establishment complies wi th all other distance and pedestrian and vehicular requirements of this code; and

6. That all applicable regulations of this code will be observed.

D. Access. With the exception of emergency access, all pedestrian and vehicular access to a billiard parlor or pool hall shall be oriented toward a principal, major, or primary arterial street, such as Garden Grove Boulevard, Magnolia Street, and Brookhurst Avenue, except in the CC-2 zone, primary access and entry may be oriented toward Main Street. Access 484
STAFF REPORT FOR PUBLIC HEARING PAGE 6 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
via a secondary arterial or local residential street shall be prohibited. Arterials and local residential streets are defined in the City's General Plan Circulation Element.

E. Doors. Doors of the establishment shall be kept closed at all times during the operation of the establishment except in the case of an emergency or to permit deliveries.

F. Conditions on Use. The hearing body shall have the authority to impose conditions on a billiard parlor or pool hall to ensure compliance with the provisions of this section and to mitigate against potential nuisance or public safety concerns. Those conditions may include, but are not limited to, restricting hours of operation, requirements for security lighting and cameras, requirements for private security, monitoring of parking lots, and background checks of operators and employees.

G. Denial. The hearing body shall have the authority to deny a conditional use permit application for a billiard parlor or pool hall if the hearing body finds, based on evidence on the record , that approval of such a use would result in an undue concentration of uses with the potential to create adverse conditions within the surrounding area with respect to noise, traffic, late night activities, calls for police services, and other public health, safety, and welfare concerns.

H. The following additional special conditions shall be applicable to eating establishments/restaurants with incidental billiard parlors and pool halls located within the CC-2 zone:

1. For purposes of this section, "full-service dine-in eating establishment/restaurant" is defi ned as an establishment that contains a customer dining area as well as sufficient space and equipment for a full restaurant kitchen. The kitchen shall be open and preparing food during all hours the establishment is open, and shall provide a full menu of food items typically offered in restaurants. Take-out establishments or
establishments that only serve items su ch as sandwiches, salads, snacks or microwave items shall not be deemed to satisfy this definition.

2. Incidental Use: Billiard parlors and pool halls shall be permitted only in conjunction wi th a full-service dine-in eating establishment/restaurant. Billiard and pool playing activities shall not be utilized as a stand-alone use, primary use, or as an attraction to draw customers to the establishment.

3. Conditional Use Permit. A cond itional use permit shall be required.
485
STAFF REPORT FOR PUBLIC HEARING PAGE 7 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)

4. Food Service. Food service sh all be provided during all hours of operation. The kitchen shall be open and preparing food during all hours the establishment is open, and shall provide a full menu of food items typically offered in
restaurants.

5. Hours of Operation; Security. The hours of operation may be limited and security measu res may be required through the conditional use permit.

6. Windows. Windows shall be ke pt clear at all times and provide an unobstructed view of the dining and pool playing areas from the public right-of-way.

The proposed amendment will be consiste nt with the General Plan's goals, objectives, and elements of the Civic Center Mixed Use (CC) land use designation and the Civic Center Main Street (CC-2) zoning designation, which applies to the historic Main Street, a Garden Grove landmark. The CC General Plan land use designation is intended to provide for a mix of civic, institutional, commercial, residential, and open space. The uses with in this area should contribute to the sense that this area is the heart and soul of the community, as well as a public gathering place. Main Street is locate d within the downtown area, connecting Garden Grove Boulevard and Acacia Parkway. Main Street is recognized as a place of special character and aesthetic interest and value. This zone is established to preserve and enhance buildings and structure s of historic and cultural significance, and incidental uses that advance and pr eserve the Main Street character and charm.

Currently, billiard parlors and pool halls are not listed as a permitted use in the CC-2 zone. In mixed-use zones, billiard parlors and pool halls are conditionally permitted (requiring the approval of a Co nditional Use Permit) in the GGMU-1, 2, and 3 (Garden Grove Boulevard Mixed Use 1, 2, and 3) zones and the NMU (Neighborhood Mixed Use) zone, which allo w a mix of commercial and residential uses. In standard zones, billiards and pool halls are also conditionally permitted in the C-2 (Neighborhood Commercial) zone . The proposed amendment will add an amenity to better serve the needs of the community and will allow Main Street to have the same economic opportunities as other mixed-use and standard zones.

In addition, the proposed amendment will continue to promote the public interest, health, safety, and welfare. The added incidental billiard/pool hall use, subject to a conditional use permit, will not change the primary nature of the restaurant, as the establishment will be required to continue operating as a "full-service dine-in eating establishment/restaurant”. The Special Operating Conditions and Development Standards, as well as any additional site -specific conditions of approval required through the Conditional Use Permit process, will ensure that the proposed “Billiard Parlor/Pool Hall”, as an incidental us e to the “full-service dine-in eating establishment/restaurant”, will be compatib le with the physical, functional, and visual quality of the neighboring uses and desirable neighborhood characteristics.

486
STAFF REPORT FOR PUBLIC HEARING PAGE 8 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)

DEFINITIONS
Through the Code amendment process, sta ff has identified inconsistencies in Chapter 9.04 related to the definition of “billiard parlor” and “pool hall”, which regulate the allowable number of pool tables that a billiard or pool establishment may have. As part of the Code amendment to allow incidental billiard parlors and pool halls to a full-service dine-in eating establishments/restaurants in the CC-2 zone, it is necessary to update the definitions related to this use in Chapter 9.04, to maintain consistency throughout the Code , and for ease of implementation and enforcement.

Chapter 9.04 of the Municipal Code contains two different definitions of the same use relating to “billiard parlor” and “pool hall”. The proposed Zoning Text Amendment will eliminate one definition and retain the definition that is consistent with Title 5 and Title 9 of the Municipal Code, as follows:
(Deletions shown in strikethrough, additions shown in bold-italics):
“Billiard parlor” or “pool hall” means a building, structure or portion thereof in which are located three or more tables designed or used for play of pool, billiards, bagatelle, snooker, bumper pool or similar games, or any establishment required to obtain a permit under Chapter 5.40 of this code. “Pool hall” or “billiard parlor” means a building, structure or portion thereof in which are located one or more tables designed or used for play of pool, billiards, bagatelle, snooker, bumper pool, or similar games, or any establishment required to obtain a permit under Section 5.40.020 of this code.

In addition, the Municipal Code also contai ns a definition of "incidental amusement device(s)" that potentially allows up to nine (9) pool tables as incidental amusement devices, which is inconsistent with the limitation on the number of pool tables in the aforementioned definition of “Billiard Parlor” or “Pool Hall”. Therefore, the following proposed updates further clarify and limit the number of pool tables as incidental amusement devices to two (2) or fewer tables to ensure consistency between the definitions and applicable standards:
(Deletions shown in strikethrough, additions shown in bold-italics):
“Incidental amusement device(s)” means any place of business containing not more than nine total amusement devices, including, but not limited to, pinball, air hockey, video games, and no more than two pool tables and or billiard tables, for use by the public at a fee, when incidental to the primary use on the premises.

CONDITIONAL USE PERMIT
The Wharf is a 6,000 square-foot full-service restaurant that specializes in seafood.

The floor plan of the restaurant will co nsist of dining areas throughout the 487
STAFF REPORT FOR PUBLIC HEARING PAGE 9 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
establishment, a pool area consisting of eight (8) pool tables located toward the front of the restaurant (closest to Main St reet), a front counter, a bar area with counter seating, a kitchen, and two (2) restrooms. The restaurant is accessible from Main Street (front), and from the westerly public parking lot (rear).

The interior of the Wharf will remain unch anged as approved under Conditional Use Permit No. CUP-284-09 (REV. 2023). Under this Conditional Use Permit, the restaurant was only allowed to operate two (2) pool tables adjacent to the storefront window while the remaining six (6 ) pool tables were not allowed to be used for pool playing activities. A conditio n of approval was included to require the six tables to be covered with plywood an d black cloth to disguise them as dining tables. Contingent upon approval of the proposed Amendment, to allow billiards and pool halls as an incidental use to a “full-service dine-in eating establishment/restaurant” in the CC-2 zone, the restaurant would be allowed to operate the remaining six (6) pool tables for billiards/pool playing activities, for a total of eight (8) tables, subject to the approval of the modified conditional use permit.

Cue sticks and billiard balls will continue to be stored behind the front counter, and restaurant customers will be required to ch eck in with the host at the counter to receive cue sticks and racks of billiard balls. Pool tables are used for open play (i.e., no appointments will be required) in conj unction with the services of food and beverage in the restaurant. The subject re staurant will remain a “bona fide eating place” (full-service dine-in eating establishment or restaurant) and will continue to serve food and alcoholic beverages per th e requirements of the California State Alcoholic Beverage Control Department fo r ABC Type “47” establishments, and as required by this Conditional Use Permit.

The Wharf will continue to provide an open floor plan with clear and unobstructed views from the front entrance (facing Main Street) and the rear entrance (facing the westerly parking lot area) into the restaurant, including the area for the pool tables.

Similarly, the hours of operation will rema in the same from 11:00 a.m. to 12:00 a.m., Sunday through Wednesday, and 11:00 a.m. to 2:00 a.m., Thursday through Saturday.

The Wharf will offer weekly league play and occasional tournaments as a special event or fundraiser. League play will oc cur Monday through We dnesday from 5:00 p.m. to 10:00 p.m., Thursday from 7:00 p.m. to 11:00 p.m., and Sunday from 5:00 p.m. to 10:00 p.m.

League play is reserved for pool and pool league members only, which include typical pool league associat ions such as the American Poolplayers Association (APA), the Billiard Congress of America (BCA), and the United States Professional Poolplayers Association (UPA). During league nights, two teams of eight members each will compete, and two (2) pool tables will be reserved for each game. The remaining pool tables will be av ailable for use by other patrons of the restaurant. Tournaments would be held once a month, usually on weekends.

Tournaments are open to the public. Unlike league play, four to six pool tables will be reserved for the tournament while the remaining pool tables will be available for use by restaurant patrons. In the event that activities related to league play or 488
STAFF REPORT FOR PUBLIC HEARING PAGE 10 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)
tournaments cause a nuisance , obstruction, and/or other problems, a condition of approval has been included requiring the applicant to develop and implement a plan to mitigate the situation to the sati sfaction of the Community Development Director.

The existing conditions of approval, which re late to the existing full-service dine-in eating establishment/restaurant operating with an ABC Type “47” License, will be modified to add new conditions of approval to address the incidental billiard parlor/pool halls activities.

The Police Department has reviewed th e applicant’s request for the proposed Zoning Text Amendment and the modified Conditional Use Permit, and is in support of the proposal.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
CEQA’s Class 1 exemption applies to the operation, repair, maintenance, permitting, leasing, licensing, and minor alterations of existing facilities, with negligible or no expansion of use (CEQA Guidelines §15301). The subject request is to update portions of Chapters 9.04 and 9.18 of Title 9 of the City of Garden Grove Municipal Code to update definitions, permitted us es, and special operating conditions and development standards for billiard parlors and pool halls, including amending the CC-2 (Civic Center Main Street) zone to allow billiard parlors and pool halls as an incidental use to “full service dine-in eating establishment/restaurant" subject to a conditional use permit. Contingent upon the adoption and effectiveness of the proposed Zoning Text Amendment, the applicant also requests to modify the Conditional Use Permit No. CUP-284-09 (REV. 2023) to permit an existing restaurant, located at 12941 Main Street, in the CC-2 (Civic Center Main Street) zone to operate a billiard parlor with eight (8) pool tables as an incidental use.

The proposed amendment is to allow a comm ercial use that is already permitted in other commercial and mixed-use zones to be available as an incidental use in the CC-2 zone. The CC-2 zone applies to the historic Main Street. Main Street is located within the Downtown area, connecting Garden Grove Boulevard and Acacia Parkway. Main Street is an area improved with a mix of commercial and residential uses including restaurants, offices, coffee shop, retails, beauty salon and residential apartments. Allowing billiard parlor and pool hall as incidental use to a full-service dine-in eating establishment/restaurant will not intensify existing uses in the surrounding area. No alteration to the area is required to accommodate the proposed use. In addition, special operating conditions and development standards will be updated to ensure that CC-2 zoned restaurants with an incidental billiard parlor will remain primary as full-service dine-in eating establishments. The proposed amendment and modified conditional use permit are not anticipated to have a significant impact on the environmen t. Therefore, the proposed project is exempt from CEQA.

RECOMMENDATION:

Staff recommends that the Planning Commission take the following actions:
489
STAFF REPORT FOR PUBLIC HEARING PAGE 11 CASE NO. A-039-2024 AND CUP-284-09 (REV. 2024)

1. Adopt the attached Resolution No. 6090-24, recommending that the City Council adopt an Ordinance approv ing the Zoning Text Amendment No. A-039-2024 to amend Title 9 of the Municipal Code to update portions of Chapters 9.04 and 9.18 of Title 9 of the City of Garden Grove Municipal Code to update definitions, permitted uses, and special operating conditions and development standards for billiard parlors and pool halls, including amending the CC-2 (Civic Center Main Street) zone to allow billiard parlors and pool halls as an incidental use to “full service dine-in eating establishment/restaurant" subject to a conditional use permit.

2. Adopt the attached Resolution No. 6091-24 recommending that the City Council adopt a Resolution appr oving Conditional Use Permit No. CUP-284-09 (REV. 2024), subject to the recommended conditions of approval, and contingent upon City Council adoption and effectiveness of an Ordinance approving Zoning Amendment No. A-039-2024.

Maria Parra
Planning Services Manager
By: Huong Ly, AICP
Associate Planner
Attachment 1: Vicinity Map
Attachment 2: Proposed Plans
Attachment 3: Resolution No. 6090-24 with Exhibit “A” – Proposed Zoning Text Amendments
Attachment 4: Resolution No. 6091-24 with Exhibit “A” – Conditions of Approval Attachment 5: Proposed Amendments to GGMC Chapter 5.40 (Pool Rooms) Planning Services Maaaaaaaaaaaaanannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn ge By:

Huong Lyyyyyyyyyyyyyyyyyyy
AICP
Ordinance approving
490
¯
A-039-2024, and CUP-284-09 (REV.2024)

CITY OF GARDEN GROVE, CA
12941 Main Street
0 200 400 600 800100
Feet
Attachment 1
491
Attachment 2
492
493
RESOLUTION NO. 6090-24

A RESOLUTION OF THE PLANNING COMMISSI ON OF THE CITY OF GARDEN GROVE

RECOMMENDING THAT THE CITY COUNCIL APPROVE ZONING TEXT AMENDMENT NO. A-039-2024 TO UPDATE DEFINITIONS, PERMITTED USES, AND SPECIAL

OPERATING CONDITIONS AND DEVELOPMENT STANDARDS FOR BILLIARD PARLORS AND POOL HALLS, INCLUDING AMENDING THE CC-2 (CIVIC CENTER MAIN STREET)

ZONE, TO ALLOW BILLIARD PARLORS AND POOL HALLS AS AN INCIDENTAL USE TO A “FULL SERVICE DINE-IN EATING ESTABLISHMENT/RESTAURANT" SUBJECT TO A CONDITIONAL USE PERMIT.

BE IT RESOLVED, that the Planning Commission of the City of Garden Grove hereby recommends the City Council approve Zoning Text Amendment No. A-039-2024.

BE IT FURTHER RESOLVED in the matter of Zoning Text Amendment No. A-039-2024, the Planning Commission of the City of Garden Grove does hereby report as follows:

1. HTB, Inc., the applicant, submitted a re quest to operate an incidental billiard parlor with eight (8) pool tables to an existing CC-2 (Civic Center Main Street) zoned restaurant located on the west side of Main Street, between Garden Grove Boulevard and Acacia Parkway, at 12941 Main Street, Assessor’s Parcel No. 089- 213-12 (the “Property”).

2. The applicant has requested the approval of a Zoning Text Amendment to Title 9 (Land Use) of the Garden Grove Munici pal Code pertaining to billiard parlors and pool halls.

3. The proposed Zoning Text Amendment No. A-039-2024 would update portions of Chapters 9.04 and 9.18 of Title 9 of the City of Garden Grove Municipal Code to update definitions, permitted uses, and special operating conditions and development standards for billiard parlor s and pool halls, including amending the CC-2 zone to allow billiard parlors an d pool halls as an incidental use to a “full service dine-in eating establishmen t/restaurant" subject to a conditional use permit.

4. The Planning Commission recommends that the City Council determine that the proposed project is categorically exem pt from review under the California Environmental Quality Act (“CEQA”) pursuant to Section 15301 (Existing Facilities) of the State CEQA Guidelines (14 Cal. Code Regs., Section 15301).

5. Concurrent with its adoption of this Resolution, the Planning Commission adopted Resolution No. 6091-24 recommending that the City Council approve Conditional Use Permit No. CUP-284-09 (REV. 2024), subject to specified Conditions of Approval, contingent upon the adoption and effectiveness of the proposed Zoning Text Amendment.

6. At its regular meeting held June 20, 2024, the Planning Commission of the City of Garden Grove held a duly noticed pu blic hearing and considered the report Attachment 3
494
Resolution No. 6090-24 Page 2

submitted by City Staff and all oral an d written testimony presented regarding the Project.

BE IT FURTHER RESOLVED, FOUND AND DE TERMINED that the facts and reasons supporting the conclusion of the Planning Commission, as required under Municipal Code Section 9.32.030, are as follows:

FACTS:

The subject site is improved with an existing 6,000 square foot one-story restaurant located on the west side of Main Street between Acacia Parkway and Garden Grove Boulevard. The property is zoned CC-2 (Civic Center Main Street), and has a General Plan land use designation of Civic Center Mixed Use (CC). The building is located within Historic Main Street, which consists of a mix of residential, restaurants, tea shops, retail, personal services, and office uses.

On June 12, 2008, the City of Garden Grove approved Conditional Use Permit No. CUP-233-08 to allow the subject restaurant, which was named 7 Seas Restaurant at the time, to operate with a new original State Alcoholic Beverage Control (ABC) Type “41” (On-Sale, Beer and Wine, Eating Place) License. On November 12, 2009, the City approved Conditional Use Permit No. CUP-284-09, to allow the restaurant to operate with an AB C Type “47” (On-Sale, General, Eating Place) License. On June 17, 2010, the City approved CUP-284-09 (REV. 10) to allow the modification of the existing floor plan of the restaurant to include a new sushi bar and new rear dining/lounge area; to extend the hours of operation to be from 11:00 a.m. to 11:00 p.m., Sunday through Thursday, and 11:00 a.m. to 2:00 a.m., Friday and Saturday; and to allow limited live entertainment in the form of one vocalist and one amplified instrumentalist. In 2009, the restaurant changed ownership and the name of the restaurant was changed to The Wharf.

The applicant, HTB, Inc., acquired the Wharf in July 2023. The applicant is experienced in the restaurant and billiard industry. Currently, the applicant is partnering with other businesses to operate Danny K's Billiards & Sports Bar, located at 1096 N. Main Street, Or ange, CA 92867, and Aloha Fa mily Billiards, located at 7311 Orangethorpe Avenue, Buena Park, CA 90621. In addition, the applicant is associated with several billiards and pool leagues, including the American Poolplayers Association (APA), the Billiard Congress of America (BCA), and the United States Professional Poolplayers Association (UPA). After taking over the operation of the Wharf, the applicant wishes to operate a si milar business model that includes a full service dine-in restaurant with the element of pool playing.

Thursday through Saturday. In conjunction, the approval of CUP-284-09 (REV. 2023) also updated the conditions of approval to reflect existing standard conditions of approval currently applied to new conditional use permits for establishments operating with a State Alcoholic Beverage Control (ABC) Type “47” License.

The Municipal Code currently contains multiple definitions related to “billiard parlor” and “pool hall” that impose inconsistent li mitations on the number of pool tables permitted for an establishment, resulting in potential challenges in implementing the zoning code. Therefore, the proposed Zoning Text Amendment would also update the definitions, permitted uses, and special operating conditions and development standards for billiard parlors and pool halls, in various areas of the Code to ensure standards and limitations are consistent throughout the Municipal Code, in conjunction with the requeste d amendment to allow billiard parlor/pool hall as an incidental use to a “full service dine-in eating establishment/restaurant” in the CC-2 zone.

FINDINGS AND REASONS:

Zoning Text Amendment

1. Proposed Amendment No. A-039-2024 is internally consistent with the goals, policies, and elements of the General Plan.

Updates to Title 9 of the Municipal Code under this Amendment are twofold: (1) to amend Chapter 9.18 of the Code to update permitted uses, and special operating conditions and development sta ndards for billiard parlors and pool halls in the mixed-use zones including allowing billiard parlors and pool halls as an incidental use to a full-service dine-in eating establishment or restaurant in the CC-2 zone; and (2) to amend Chapter 9.04 to update definitions of Billiards and Pool Hall to ensure consistency throughout the Code.

The introduction of “Billiard Parlors and/or Pool Hall” as an incidental use to a full-service dine-in eating establishmen t or restaurant, subject to Conditional Use Permit, will be consistent with th e goals, policies, and implementation programs of the General Plan, including specifically:
496
Resolution No. 6090-24 Page 4

Goal LU—1: The City of Garden Grove is a well-p lanned community with sufficient land uses and intensitie s to meets the needs of anticipated growth and achieve the community’s vision and Policy LU-1.4 Encourage a wide variety of retail and commercial services, such as restaurants and cultural arts/entertainment, in appropriate locations. The historic Main Street is recognized as a Garden Grove landmark. Main Street is a place of special character and aesthetic in terest and value. It consists of a variety of different types of commercial retail and amenities being offered to attract Garden Grove residents and visitors. Currently, billiard parlors and pool halls are not listed as a permitted use in the CC-2 zone. In mixed use zones, billiard parlors and pool halls are conditionally permitted (require the approval of a Conditional Use Permit) in the GGMU-1, 2 and 3 (Garden Grove Boulevard Mixed Use 1, 2, and 3), and NMU (Neighborhood Mixed Use) zones, wh ich allow a mix of commercial and residential uses. In standard zones, billiards and pool halls are also conditionally permitted in the C-2 (Neighborhood Commercial) zone. The proposed amendment will add an amenity to better serve the needs of the community, and will allow Main Stre et to have the same economic opportunities as other mixed-use and standard zones, while also ensuring compatibility to the surrounding uses. Restaurants with incidental billiards or pool tables will be required to pr ovide a full menu and serve food and beverages during business hours. Thus, no significant change to the area is anticipated.

Goal LU-2 Stable, well-maintained re sidential neighborhoods in Garden Grove and Policy LU-2.1 Protect residential areas from the effects of potentially incompatible uses. Wher e new commercial or industrial development is allowed adjacent to residentially zoned districts, maintain standards for circulation, noise, setbacks, buffer areas, landscaping, and architecture which ensure compatibility between the uses and Policy LU-

4.6 Where residential/commercial or residential/industrial mixed use is permitted, ensure compatible integrat ion of adjacent uses to minimize conflicts. The CC-2 zone allows a mix of commercial and residential uses.

Special operating conditions and development standards associated with incidental billiards and pool halls ar e included in the proposed text amendment to further minimize potential impacts on the surrounding residential uses. Special operating conditions include, but are not limited to, the following: Food service shall be provided during all hours of operation, windows shall be kept clea r at all times with an unobstructed view of the dining and pool playing areas from the public right-of-way, hours of operation may be limited and security measures may be required through the conditional use permit. The Special Operating Conditions and Development Standards, as well as any additional site-specific conditions of approval required through the Co nditional Use Permit process, will ensure that the proposed “Billiard Parlor/Pool Hall” as incidental use to the “full-service dine-in eating establishment/restaurant” will be compatible 497
Resolution No. 6090-24 Page 5

with the physical, functional, and visual quality of the neighboring uses and desirable neighborhood characteristics.

Goal LU-5 Economically viable, vital, and attractive commercial centers throughout the City that serv e the needs of the community. Currently, billiard parlors and pool halls are not listed as a permitted use in CC-2 zone. In mixed use zones, billiard parlors and pool halls are conditionally permitted (require the approval of a Conditional Use Permit) in the GGMU- 1, 2, and 3 (Garden Grove Boulevard Mixed Use 1, 2, and 3) zones and the NMU (Neighborhood Mixed Use) zone, which allow a mix of commercial and residential uses. In standard zone s, billiards and pool halls are also conditionally permitted in the C-2 (Neighborhood Commercial) zone. The proposed amendment will add an amenity to better serve the needs of the community, and will allow Main Stre et to have the same economic opportunities as other mixed-use and standard zones. The Special Operating Conditions and Developm ent Standards, as well as any additional site-specific conditions of approval required through the Conditional Use Permit process, will ensure that the proposed “Billiard parlor/Pool Hall” as incidental use to the “full-service dine-in eating establishment/restaurant” will be compatible with the physical, functional, and visual quality of the neighboring uses and desirable neighborhood characteristics.

The General Plan contains objectives, goals, policies, and implementation programs that promote well-planned mi xed-use areas with safety measures, effective design standards, and land use compatibility. Objectives in the City’s General Plan strive to uphold a high standard of land use development and property maintenance throughout the City . As an implementing instrument of the General Plan, the Zoning Code and its provisions are required to be consistent throughout its sections for ease of implementation and enforcement.

Therefore, updating the land update definitions, permitted uses, and special operating conditions and development standards pertaining to billiard parlor and pool hall uses in Chapter 9.04 in conj unction with the amendment in Chapter

9.18 will further the objectives, goals, and policies of the General Plan.

2. The proposed Zoning Text Amendment will promote the public interest, health, safety and welfare. The proposed Amendment will promote public interest, health, safety, and welfare by establishing Special Operating Conditions and Development Standards for billiard parlor and pool hall uses and requiring the approval of a Conditional Use Permit for any “Billiard Parlor/Pool Hall” incidental to a “full-service dine-in eating establishment/restaurant”. The Special Operating Conditions and Development Standards, as well as specific Conditions of Approval required through Conditional Use Permit process, will collectively minimize any potential impacts to the nearby uses, including residential uses. Standards and requirements established through the proposed Amendment include but are not limited to, the following: Food service shall be 498
Resolution No. 6090-24 Page 6

provided during all hours of operation, windows shall be kept clear at all times, and shall provide an unobstructed view of the dining and pool playing areas from the public right-of-way, hours of operation may be limited and security measures may be required through the conditional use permit.

INCORPORATION OF FACTS AND FINDINGS SET FORTH IN STAFF REPORT AND RESOLUTION NO. 6091-24
In addition to the foregoing, the Planning Commission incorporates herein by this reference the facts and findings set forth in the staff report and in Resolution No. 6091-24.

BE IT FURTHER RESOLVED that the Planning Commission does conclude:

1. Amendment No. A-039-2024 possesses characteristics that would indicate justification of the request in acco rdance with Municipal Code Section

9.32.030.D.1 (Code Amendment).

2. The Planning Commission recommend s that the City Council approve Amendment No. A-039-2024 and adopt the amendments to Title 9 reflected in Exhibit “A” attached hereto.
499
Exhibit “A“

Proposed Amendments to Table 9.18-1- Use Regulations for the Mixed Use Zones is hereby amended to read as follows (Deletions shown in strikethrough, additions shown in bold-italics):

Table 9.18-1
Use Regulations for the Mixed-Use Zone
Recreation, Amusement, Entertainment
Permitted
Uses
GGMU-
1, -2, -
3 CC-1 CC-2 CC-3 CC-OS NMU AR
Additional Regulations and
Comments

Billiard
parlor/Pool
Hall
C [-] [-]I* [-] [-] C [-] See
Section 9.18.030.100 (Billiard
Parlor/Pool Hall).

In the CC-2 zone, billiard
parlors and pool halls are
only allowed as an
incidental use to a full-
service dine-in eating
establishment/restaurant.

Proposed Amendments to Section 9.18.030.100, Specific Uses – Special Operating Conditions and Development Standards
pertaining to Billiard/Pool Hall (Deletions shown in strikethrough, additions shown in bold-italics):

9.18.030.100. Billiard Parlor/Pool Hall.

A. Conditional Use Permit Required. Billiard parlors and pool halls, either as a primary or incidental use , shall require a conditional use permit and be subject to the requirements set forth in Chapter 5.40 (Pool Rooms) of the Municipal Code. In addition, a conditional use permit for a billiard parlor or pool hall shall be considered to be null and void if the establishment ceases operation for 30 or more consecutive days.

B. Location Restrictions.

2. Billiard parlors and pool halls shall not be permitted in a location which would tend to produce a hazard or nu isance to other permitted uses and activities in the vicinity, including such considerations as noise, late night operations, loitering, and public safety.
500

Page 2 ends

C. Waiver of Distance and Location Provisions. For a residential/commercial mixed use development project as defined in this title, a Any property owner or his or her authorized agent may, as part of the conditional use permit process, apply to the hearing body for a waiver from any of the distance and location provisions contained and/or cross-referenced in this section. The hearing body, through the hearing process for the conditional use permit, may grant a waiver to any distance or location provision for a residential/commercial mixed use development if the following findings can be made:

1. That the proposed use will not be contrary to the public interest or injurious to nearby properties, and that the spirit and intent of this section will be observed;

2. That the proposed use will not unreasonably interfere with the use and enjoyment of neighboring property or cause or exacerbate the development of urban blight;

3. That the use will not interfere with the operations of other businesses or uses in the vicinity of on the site;

5. That the establishment complies with all other distance and pedestrian and vehicular requirements of this code; and

6. That all applicable regulations of this code will be observed.

D. Access. With the exception of emergency access, all pedestrian and vehicular access to a billiard parlor or pool hall shall be oriented toward a principal, major, or primary arterial street, such as Garden Grove Boulevard, Magnolia Street, and Brookhurst Avenue, except in the CC-2 zone, primary access and entry may be oriented toward Main Street . Access via a secondary arterial or local residential street shall be prohibited. Arterials and local residential streets are defined in the City's General Plan Circulation Element.

E. Doors. Doors of the establishment shal l be kept closed at all times during the operation of the establishment except in the case of an emergency or to permit deliveries.

Page 3 ends

restricting hours of operation, requirements for security lighting and cameras, requirements for private security, monitoring of parking lots, and background checks of operators and employees.

G. Denial. The hearing body shall have the authority to deny a conditional use permit application for a billiard parlor or pool hall if the hearing body finds, based on evidence on the record, that a pproval of such a use would result in an undue concentration of uses with the potential to create adverse conditions within the surrounding area with respect to noise, traffic, late night activities, calls for police services, and other public health, safety, and welfare concerns.

H. The following additional special conditions shall be applicable to eating establishments/restaurants with incidental billiard parlors and pool halls located within the CC-2 zone:

1. For purposes of this section, "full service dine-in eating establishment/restaurant" is defi ned as an establishment that contains a customer dining area as well as sufficient space and equipment for a full restaurant kitchen. The kitchen shall be open and preparing food during all hours the establishment is open, and shall provide a full menu of food items typically offered in restaurants. Take-out establishments or
establishments that only serve items such as sandwiches, salads, snacks or microwave items shall not be deemed to satisfy this definition

2. Incidental Use: Billiard parlors and pool halls shall be permitted only in conjunction with a full service dine-in eating establishment/restaurant. Billiard and pool playing activities shall not be utilized as a stand-alone use, primary use or as an attraction to draw customers to the establishment.

3. Conditional Use Permit. A cond itional use permit shall be required.

5. Hours of Operation; Security. The hours of operation may be limited and security measur es may be required through the conditional use permit.

6. Windows. Windows shall be kept clear at all times and provide an unobstructed view of the dining and pool playing areas from the public right-of-way.

502

Page 4 ends

Proposed Amendments to Subsection (C) of Chapter 9.04.060, Definitions is hereby amended to read as follows (Deletions shown in strikethrough, additions shown in bold-italics):

“Billiard parlor” or “pool hall” means a building, structure or portion thereof in which are located three or more tables designed or used for play of pool, billiards, bagatelle, snooker, bumper pool or similar games, or any establishment required to obtain a permit under Chapter 5.40 of this code. “Pool hall” or “billiard parlor” means a building, structure or portion thereof in which are located one or more tables designed or used for play of pool, billiards, bagatelle, snooker, bumper pool, or similar games, or any establishment required to obtain a permit under Section 5.40.020 of this code. “Incidental amusement device(s)” means any place of business containing not more than nine total amusement devices, including, but not limited to, pinball, air hockey, video games, and no more than two pool tables and or billiard tables, for use by the public at a fee, when incidental to the primary use on the premises.
503
RESOLUTION NO. 6091-24

A RESOLUTION OF THE PLANNING COMMISSI ON OF THE CITY OF GARDEN GROVE RECOMMENDING THAT THE CITY COUN CIL (1) CONTINGENTLY APPROVE CONDITIONAL USE PERMIT NO. CUP-284-09 (REV. 2024) TO MODIFY CONDITIONAL USE PERMIT NO. CUP-284-09 (REV. 2023) TO PERMIT AN EXISTING RESTAURANT, LOCATED AT 12941 MAIN STREET IN THE CC-2 (CIVIC CENTER MAIN STREET) ZONE, TO OPERATE A BILLIARD PARLOR WITH EIGHT (8) POOL TABLES AS AN INCIDENTAL USE, AND (2) REVOKE CUP-284-09 (REV. 2023) AND REPLACE IT WITH CONDITIONAL USE PERMIT NO. CUP-284-09 (REV. 2023).

BE IT RESOLVED, that the Planning Commission of the City of Garden Grove hereby recommends the City Council approve Conditional Use Permit No. CUP-284-09 (REV. 2024), and revoke Conditional Use Permit No. CUP-284-09 (REV. 2023), for an existing restaurant located on the west side of Main Street, between Garden Grove Boulevard and Acacia Parkway, at 12941 Main Street, Assessor’s Parcel No. 089-213- 12 (the “Property”), subject to the re commended Conditions of Approval, and contingent upon the City Council’s adopti on of an Ordinance approving proposed Zoning Text Amendment No. A-039-2024.

BE IT FURTHER RESOLVED in the matter of Conditional Use Permit No. CUP-284-09 (REV. 2024), the Planning Commission of the City of Garden Grove does hereby report as follows:

1. HTB, Inc., the applicant, submitted a re quest to operate an incidental billiard parlor with eight (8) pool tables at an existing CC-2 (Civic Center Mixed Use) zoned restaurant located on the west side of Main Street, between Garden Grove Boulevard and Acacia Parkway, at 12941 Main Street, Assessor’s Parcel No. 089- 213-12 (the “Property”).

2. The applicant has requested the approval to modify Conditional Use Permit No.

CUP-284-09 (REV. 2023), which currently governs the operation of the subject restaurant, to permit an existing restaurant located on Main Street, in the CC-2 zone, to operate a billiard parlor with eight (8) pool tables as an incidental use, contingent upon the adoption and effe ctiveness of an ordinance approving Zoning Text Amendment No. A-039-2024.

3. The applicant has concurrently proposed Zoning Text Amendment No. A-039- 2024, which would update portions of Chapters 9.04 and 9.18 of Title 9 of the City of Garden Grove Municipal Code to update definitions, permitted uses, and special operating and development standards for billiard parlors and pool halls, including amending the CC-2 zone to allow billiard parlors and pool halls as an incidental use to a “full service dine-in eating establishment/restaurant" subject to a conditional use permit.

4. Upon approval and exercise of the subj ect request, the Conditional Use Permit previously governing the tenant space, CUP-284-09 (REV. 2023), would be revoked and become null and void, and replaced by Conditional Use Permit No.

CUP-284-09 (REV. 2024).

Attachment 4
504
Resolution No. 6091-24 Page 2

5. The Planning Commission hereby recommends that the City Council determine that the proposed project is categori cally exempt from review under the California Environmental Quality Act (“CEQA”) pursuant to Section 15301 (Existing Facilities) of the State CEQA Guidelines (14 Cal. Code Regs., Section 15301).

6. Concurrent with its adoption of this Resolution, the Planning Commission adopted Resolution No. 6090-24 recommending that the City Council adopt an ordinance approving Zoning Text Amendment No. A-039-2024.

7. At its regular meeting held June 20, 2024, the Planning Commission of the City of Garden Grove held a duly noticed pu blic hearing and considered the report submitted by City Staff and all oral an d written testimony presented regarding the Project.

BE IT FURTHER RESOLVED, FOUND AND DE TERMINED that the facts and reasons supporting the conclusion of the Planning Commission, as required under Municipal Code Section 9.32.030, are as follows:

FACTS:

associated with several billiards and pool leagues, including the American Poolplayers Association (APA), the Billiard Congress of America (BCA), and the United States Professional Poolplayers Association (UPA). After taking over the operation of the Wharf, the applicant wishes to operate a si milar business model that includes a full service dine-in restaurant with the element of pool playing.

On December 7, 2023, the Planning Commission approved Conditional Use Permit No. CUP-284-09 (REV. 2023) allowing the applicant to modify the existing approved floor plan, to allow the operation of two (2) pool tables as incidental amusement devices within the dining area, and to modify the hours of operation to be from 11:00 a.m. to 12:00 a.m., Sunday through Wednesday, and from 11:00 a.m. to 2:00 a.m., Thursday through Saturday. In conjunction, the approval of CUP-284-09 (REV. 2023) also updated the conditions of approval to reflect existing standard conditions of approval currently applied to new conditional use permits for establishments operating with a State Alcoholic Beverage Control (ABC) Type “47” License.

After six months of operating under the governance of CUP-284-09 (REV. 2023), the applicant wishes to increase the number of pool tables within the dining area of the restaurant to a total of eight (8) tables. To accommodate this request, a Zoning Text Amendment to allow billiard parlors and pool halls as an incidental use to a “full service dine-in eating establishment/resta urant" in the CC-2 zone, subject to a conditional use permit, is necessary. Concurrently with the adoption of this Resolution, the Planning Commission adopted Resolution No. 6090-24 recommending that the City Council adopt an ordinanc e approving Zoning Text Amendment No.

A-039-2024.

Approval of a modification to Conditional Use Permit No. CUP-284-09 (REV. 2023), to permit the subject restaurant to operate an incidental billiard parlor with eight (8) pool tables, will be contingent upon the ad option and effectiveness of the proposed Zoning Text Amendment. Upon approval and exercise of the subject request, Conditional Use Permit No. CUP-284-09 (REV. 2023), will be revoked and become null and void and superseded by Conditional Use Permit No. CUP-284-09 (REV. 2024).

FINDINGS AND REASONS:

Conditional Use Permit

1. The proposed use will be consistent with the City’s adopted General Plan.

The subject property has a General Plan Land Use designation of Civic Center Mixed Use (CC), and is zoned Civic Center Main Street (CC-2). The CC designation is intended to provide for a mix of civic, institutional, commercial, higher-density residential, and open space uses. The Civic Center Main Street zone is established to preserve and enhance bu ildings and structures of historic and cultural significance, and incidental us es that advance and preserve the Main Street character and charm. In particular, the subject proposal is consistent with 506
Resolution No. 6091-24 Page 4

the following General Plan goals, policies, and implementation measures, including specifically:

Policy LU-1.4 Encourage a wide variety of retail and commercial services, such as restaurants and cultural arts / entertainment, in appropriate locations.

The subject restaurant is located within Historic Main Street, in an area developed with existing restaurant, reta il, and other commercial services. The proposal to operate an incidental billiard parlor or pool hall with eight tables to the existing operation will improve the amenities and services offered at the subject restaurant, which can further enhance the commercial district.

Goal LU-4 Uses compatible with one another.

The subject restaurant is located within Historic Main Street, which consists of a variety of uses, including retail, restaurant, and personal service uses. The existing restaurant currently operates two incidental pool tables (amusement devices). With an additional six pool tables, for a total of eight (8), the restaurant will continue to be compatible with the existing surrounding uses, and other lighter, commercial uses. Conditions of approval are incorporated to ensure the restaurant will remain a “bona fide eating place” (full-service restaurant) serving food and alcoholic beverages for on-site consumption. Furthermore, provided the conditions of approval are adhered to for the life of the project, the use will continue to be compatible with other commercial uses.

Goal LU-5 Economically viable, vital, and attractive commercial centers throughout the City that serve the needs of the community.

The proposed Conditional Use Permit would allow the use of eight (8) pool tables inside an existing restaurant, which is a type of amenity that has not existed on Main Street. The incidental billiard parl or is intended to enhance the dining experience at the restaurant and will provide another unique dining experience on Historic Main Street. The proposed modifications to the Conditional Use Permit will make the restaurant more economically viable and allow the restaurant to better serve the needs of the community.

Goal ED-2 The City must attract new businesses, while supporting and assisting those already located within Garden Grove.

The proposed Conditional Use Permit is intended to further enhance the dining experience at the existing restaurant and make the business more economically viable. By approving the proposed Conditional Use Permit, the City is providing the business with the resources it needs to be successful.

2. The requested use at the location proposed will not: adversely affect the health, peace, comfort, or welfare of the persons residing or working in the surrounding area, or unreasonably interfere with the use, enjoyment, or valuation of the property of other persons located in th e vicinity of the site, or jeopardize, 507
Resolution No. 6091-24 Page 5

endanger, or otherwise constitute a menace to public health, safety, or general welfare.

The use will not adversely affect the health, peace, comfort, or welfare of persons residing or working in the surrounding area. Notwithstanding the incidental pool hall, the subject restaurant will remain a “bona fide eating place” (full-service restaurant) serving food and alcoholic beverages for on-site consumption. The hours of operation will remain the same from 11:00 a.m. to 12:00 a.m., Sunday through Wednesday, and 11:00 a.m. to 2:00 a.m., Thursday through Saturday..

The restaurant with additional services will not unreasonably interfere with the use, enjoyment, or valuation of other properties located within the vicinity of the site, provided the conditions of appr oval are adhered to for the life of the project. Conditions of approval require the restaurant to comply with the City’s Noise Ordinance. In the event problems arise concerning the operation of this business, the hours of operation may be reduced by order of the Police Department. Operation of the pool tabl es in the establishment will also be subject to the applicable restrictions and regulations set forth in Chapter 5.40 (Pool Rooms) of the Garden Grove Municipal Code. By operating as a full-service restaurant, with ancillary alcohol sales for on-site consumption, limited live entertainment, and an incidental pool hall, the business will be compatible with the surrounding uses.

3. The proposed site is adequate in size and shape to accommodate the yards, walls, fences, parking and loading facilities, landscaping, and other development features prescribed in this title or as is otherwise required in order to integrate such use with the uses in the surrounding area.

The site, with the existing site improvements, is of adequate size to accommodate the proposed pool tables. As a part of this request, no changes are proposed to the exterior of the building, including site design features such as yards, walls, fences, parking, loading facilities, and landscaping. The subject restaurant will remain as a “bona fide eating place”, and continue to serve food and alcoholic beverages per guidelines of the Alcoholic Beverage Control Department. Provided the conditions of approval are adhered to for the life of the project, the use will be harmonious with the persons who work and live in the area.

4. The proposed site is adequately served: by highways or streets or sufficient width and improved as necessary to carry the kind and quantity of traffic such as to be generated, and by other public or private service facilities as required.

The site is centrally located on Main Street. The site is sufficiently served by the public service facilities required, such as public utilities including gas, electric, water, and sewer facilities. As a part of this request, no changes are proposed to the exterior of the building or the overall function of the building. All proposed work resulting from the subject request will be limited to interior tenant 508
Resolution No. 6091-24 Page 6

improvements. Therefore, the site will continue to be adequately served by all existing highways, streets, and other public and private service facilities.

INCORPORATION OF FACTS AND FINDINGS SET FORTH IN STAFF REPORT AND RESOLUTION NO. 6090-24
In addition to the foregoing, the Planning Commission incorporates herein by this reference the facts and findings set forth in the staff report and in Resolution No. 6090-24.

BE IT FURTHER RESOLVED that the Planning Commission does conclude:

1. Conditional Use Permit No. CUP-284-09 (REV. 2024) possesses characteristics that would indicate justification of th e request in accordance with Municipal Code Section 9.32.030.D.4 (Conditional Use Permit).

2. In order to fulfill the purpose and in tent of the Municipal Code, and thereby promote the health, safety, and general welfare, the Planning Commission recommends that the following conditions of approval, attached as Exhibit “A”, apply to Conditional Use Permit No. CUP-284-09 (REV. 24).

509
EXHIBIT “A”
Conditional Use Permit No. CUP-284-09 (REV. 2024)
12941 Main Street

CONDITIONS OF APPROVAL
General Conditions

1. Each owner of the property shall execute, and the applicant shall record a “Notice of Discretionary Permit Approval and Agreement with Conditions of Approval,” as prepared by the City At torney’s Office, within 30 days of approval. All conditions of approval are required to be adhered to for the life of the project, regardless of property ownership. Any changes of the conditions of approval require approval by the Planning Commission.

2. All Conditions of Approval set forth herein shall be binding on and enforceable against each of the following, and whenever used herein, the term “applicant” shall mean and refer to each of the following: the project applicant, HTB, Inc., the developer of the project, the owner(s), Andrew Nguyen, and tenants(s) of the property, and each of their respective successors and assigns. The applicant and subsequent owner/operators of such business shall adhere to the conditions of approval for the life of the project, regardless of property ownership. Any changes of the conditions of approval require approval by the applicable City hearing body, except as otherwise provided herein.

3. This Conditional Use Permit only authorizes a 6,000 square foot restaurant, located at 12941 Main Street, as depi cted on the plans submitted by the applicant and made a part of the record of the June 20, 2024, Planning Commission proceedings, to operate with an Alcoholic Beverage Control Type “47” (On Sale, General, Eating Place) License, limited live entertainment in the form of one vocalist and one amplifie d instrumentalist, and an incidental billiard parlor/pool hall with a total of eight (8) tables. Approval of this Conditional Use Permit shall not be construed to mean any waiver of applicable and appropriate zoning and other regu lations; and wherein not otherwise specified, all requirements of the City of Garden Grove Municipal Code shall apply. Modifications which do not change the intent of the project may be approved by the Community Development Director in his or her discretion.

4. Minor modifications to the approved site plan, floor plan, and/or these Conditions of Approval may be appr oved by the Community Development Director, in his or her discretion. Proposed modifications to the approved floor plan, site plan, or Conditions of Approval that would result in the intensification of the project or create impacts that have not been previously addressed, and which are determined by the Community Development Director not to be minor in nature shall be subject to approv al of new and/or amended land use entitlements by the applicable City hearing body. All conditions of approval 510
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

2 shall be implemented at the applicant’s expense, except where specified in the individual condition.

5. If major modifications are made to the a pproved floor plan that result in the intensification of the project or crea te impacts that have been previously addressed, a new Conditional Use Permit application shall be filed which reflects the revisions made.

Public Works Water Services Division

6. During cleaning of kitchen hoods, all generated waste must be captured and discharged to sewer.

7. No permanent structures, trees, or deep -rooted plants shall be placed over sewer main or water main.

8. Location and number of fire hydrants shall be as required by Water Services Division and Orange County Fire Authority (OCFA).

Public Works Sewer Division

9. Commercial food use of any type requires the installation of an approved grease interceptor, according to Gard en Grove Sanitary District’s Ordinance No. 6 (Fats, Oil and Grease Control Regulations Applicable to Food Service Establishments). In the event that an approved grease interceptor is not already installed, a properly sized grease interceptor shall be installed on the sewer lateral and maintained by the property owner. There shall be a separate sanitary waste line that will connect to the sewer lateral downstream of the grease interceptor. All other waste lines shall be drained through the grease interceptor. Grease interceptor shall be located outside of the building and accessible for routine maintenance. Owner shall maintain comprehensive grease interceptor maintenance records and shall make them available to the City of Garden Grove upon demand.

10. Food grinders (garbage disposal devices) are prohibited per Ordinance 6 of the Garden Grove Sanitary District Code of Regulations. Existing units are to be removed.

Orange County Fire Authority (OCFA)

11. The applicant and subsequent operator (s) shall post the occupancy load, as determined by OCFA. At no time shall the restaurant exceed the posted occupancy load.

12. The applicant shall comply with the OCFA’s Fire Master Plan. 511
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

3 Building Department

13. The applicant shall comply with the latest California Building Code (CBC).

14. A wheelchair accessible seating space shall be provided at the bar area.

15. Prior to the installation of the proposed pool tables, and prior to approval of a business license renewal due to the ch ange of ownership at the subject location, the applicant shall obtain all necessary permits, including, but not be limited to, a building permit for a change in occupancy, including any proposed tenant improvements. The applicant sh all verify the proposed business complies with all applicable requirements of the California Building Standards Code for matters relating to, but not be limited to: Ensuring the existing building can accommodate the new occu pancy; verifying the allowable floor area; verifying occupancy separation; and other code requirements in accordance with the applicable occupancy type.

Police Department

16. There shall be no gaming tables or gaming machines, as outlined in City Code Sections 8.20.010 and 8.20.050, on the premises at any time.

17. As shown on the approved floor plan under Conditional Use Permit No. CUP- 284-09 (REV.2024), pool playing shall be limited to a maximum of eight (8) tables adjacent to the storefront, at any time during the hours of operation of the restaurant.

18. Hours of operation shall be permitted only between the hours of 11:00 a.m. to 12:00 a.m., Sunday through Wednesday, and from 11:00 a.m. to 2:00 a.m., Thursday through Saturday. The City re serves the right to reduce hours of operation, by order of the Chief of the Police Department, in the event problems arise concerning the operation of this business.

19. At all times when the establishment is open for business, billiard and pool hall activities shall be incidental to the sa le of food and the operation of the full service restaurant. Patrons who play po ol shall be restaurant patrons there consuming food. They cannot be patrons who are only there to play pool.

20. No person under 18 years of age shall be permitted to enter into or remain in any pool room, except when such person is accompanied by his or her parent or legal guardian.

21. All pool cues shall be located within a secure place, under the control of the owner/employees, and available to patrons through a checkout system. 512
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

4 22. There shall be one primary service co unter area from which customers may checkout cue sticks and balls and pay for services.

23. There shall be no customers or patron s in or about the premises when the establishment is closed.

24. In the event security problems occur, and at the request of the Police Department, the permittee, at his own expense, shall provide a California licensed, uniformed security guard(s) on the premises during such hours as requested by the Police Department.

25. The sale of alcoholic beverages for consumption off the premises is prohibited.

Consumption of alcoholic beverages shal l not occur anywhere outside of the establishment at any time.

26. There shall be no enclosed booths on the premises at any time. Walls and/or partitions exceeding thirty-six (36) inches in height, which partially enclose or separate booths, shall be of a clear and transparent material. No item shall be placed in the area of the booths that would limit or decrease the visibility of the interior of the business from any location within the business.

27. No alcoholic beverages shall be consumed in the waiting area.

28. The tenant space store front, including windows and doors, shall be kept clear, transparent, and unobstructed, so that all parts of the dining area, including the area of the eight (8) pool tables, are visible at all times.

29. The business, prior to opening, shall show proof to the Police Department that all members of the business staff have completed the LEAD training (Licensee Education on Alcohol and Drugs) through the Alcohol Beverage Control Department or an ABC approved “R esponsible Beverage Service (RBS) Training” program.

30. The sale of alcohol shall cease thirty (30) minutes prior to closing.

31. Applicant shall maintain a level of lighting in the establishment sufficient to ensure that individuals inside the restaurant can be clearly seen and identified by an observer from the public right-of -way at all times. Low level lighting that does not enable an observer to clearly see and identify individuals inside the restaurant is prohibited.

32. No payment (entrance fee/cover charge) shall be charged to gain access to the business at any time.
513
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

5 33. No “B-girl” or “hostess” activity (as defined in Penal Code Section 303) shall occur within the establishment at any time.

34. No employee or agent shall be permitted to accept money or any other thing of value from a customer for the purpose of sitting or otherwise spending time with customers while in the establishm ent, nor shall the business provide or permit, or make available either grat uitous or for compensation, male or female persons who act as escorts, companions, or guests of and for the customers.

35. No employee or agent shall solicit or accept any alcoholic or nonalcoholic beverage from any customer while in the business.

36. Any violations or noncompliance with the conditions of approval may result in the issuance of an Administrative Citation of up to $1,000 pursuant to GGMC

1.22.010(a).

Community Development Department

37. The Conditional Use Permit No. CUP-284-09 (REV. 2023) that previously governed the operation of the subject re staurant shall be null and void, and superseded in its entirety, by approval of CUP-284-09 (REV. 2024).

38. The establishment shall be operated as a "Bona Fide Public Eating Place" as defined by Alcoholic Beverage Control (ABC). The restaurant shall contain sufficient space and equipment to accommodate a full restaurant kitchen, and the kitchen shall be open and preparing food during all hours the establishment is open. The establishment shall provid e an assortment of foods normally offered in restaurants.

39. In the event that an Alcoholic Bevera ge Control (ABC) License is suspended for any period of time and/or the licen see is fined for any ABC violation as a result of disciplinary action, the Condit ional Use Permit shall be presented to the Planning Commission for review or further consideration.

40. At all times when the establishment is open for business, the sale of alcoholic beverages shall be incidental to the sale of food.

41. The quarterly gross sales of alcoholic beverages shall not exceed 35% of the sales of food.

42. The owner of the establishment shall, upon request, provide the City of Garden Grove with an audited report of sales ratio of food to alcoholic beverages. 514
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

6 43. There shall be no more than eight (8) billiard/pool tables on the premises at any time and in the specific location of the restaurant as depicted on the plans submitted by the applicant and made a part of the record of the June 20, 2024, Planning Commission proceedings. During the plan check review process, the Building and Safety Division will review the plans to ensure compliance with applicable requirements of the California Building Standards Code for the proposed occupancy of the facility , which may impact the number of billiard/pool tables that the subject space can accommodate. During the plan check process, the Building and Safet y Division will determine the exact number of pool tables that shall be allowed on the premises based on complying with the occupancy requirements for assembly use. The Department Director shall be authorized to reduce the maximum number of permitted billiard/pool tables as a result of this analysis, and may in such case issue an addendum to these Conditions of Approval, which shall supersede the maximum number of tables set forth in this Condition No. 43 and be enforceable as a Condition of Approval.

44. League play and tournaments related to billiards and pool playing activities may be allowed inside the restaurant. In the event that activities related to league play or tournaments cause a nuisance, hindrance, and/or other problems, the applicant shall devise and implement a plan to relieve the situation to the satisfaction of the Community Development Director. The applicant shall submit a plan to resolve the issue(s). The plan may include, but not be limited to: reducing the hours of operation, limiting the number of pool tables in use at one time, limiting the number of attendees per tournament or other special event; and/or other actions that may be deemed applicable to the situation.

45. No outside storage or displays shall be permitted at any time.

46. A prominent, permanent sign stating “NO LOITERING IS ALLOWED ON OR IN FRONT OF THE PREMISES” shall be posted in a place that is clearly visible to patrons of the licensee. The sign letter ing shall be four (4) to six (6) inches high with black letters on a white background. The sign shall be displayed near or at the restaurant’s entrance, and shall also be visible to the public.

47. Limited live entertainment shall be subject to the following:
a. Entertainment shall be limited to include up to two performers in the form of one amplified instrumentalist and one vocalist. b. No dancing and no nightclub shall be permitted.
515
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

7 c. There shall be no raised platform, stage or dance floor permitted on the premises at any time. The location of the entertainment area shall be centrally located within the restaurant.
d. Amplified sound or vibration emitted from the premises shall not be audible from outside the boundaries (walls) of the establishment. The property owner shall provide sound attenuation where necessary to limit noise and vibrations to neighboring properties.
e. No amplified music shall be permit ted outside of the fully enclosed building.
f. All entertainment shall be conduc ted within the wholly enclosed restaurant building.
g. Entertainment shall be incidental to the restaurant. At no time shall the entertainment be utilized as a primary use or as an attraction to draw customers to the establishment.
h. Food service shall be provided during all hours the restaurant is open, including when the entertainment is occurring.
i. No cover charge or other type of en trance fees shall be required for entrance into the restaurant.
j. Conditional Use Permit No. CUP-284-09 (REV. 2024) may be revoked if it is determined that the proposed and/or subsequent operation jeopardizes the health, safety, and welfare of those living, working, shopping, dining, visiting, in the area of the subject establishment.

48. There shall be no uses or activities pe rmitted of an adult-oriented nature as outlined in Municipal Code Section 9.18.050 (Adult Entertainment Uses).

49. There shall be no deliveries to or from the premises before 8:00 a.m. and after 9:00 p.m., seven days a week.

50. The entrance door facing the westerly pa rking lot shall be closed after 10:00 p.m., except to permit employee ingress and egress, and emergency access.

Restaurant patrons shall use the front en trance facing Main Street to access the restaurant after 10:00 p.m.

51. Litter shall be removed daily from th e premises, including adjacent public sidewalks, and from all parking areas under the control of the licensee. These areas shall be swept or cleaned, either mechanically or manually, on a weekly basis, to control debris.
516
Exhibit “A” Page Conditional Use Permit No. CUP-284-09 (REV. 2024)
Conditions of Approval

8 52. All trash bins shall be kept inside the trash enclosure, and gates closed at all times, except during disposal and pick-up. Trash pick-up shall be based on the existing schedule provided by the applicant.

53. All graffiti vandalism shall be abated within the premises. Best management practices shall be implemented to prevent and abate graffiti vandalism within the premises throughout the life of the project, including, but not limited to, timely removal of all graffiti, the use of graffiti resistant coatings and surfaces, the installation of vegetation screening of frequent graffiti sites, and the installation of signage, lighting, and/ or security cameras, an necessary.

Graffiti shall be removed/eliminated as soon as reasonably possible after it is discovered, but not later than 72 hours after discovery.

54. The applicant is advised that the establishment is subject to the provisions of State Labor Code Section 6404.5 (ref: State Law AB 13), which prohibits smoking inside the establishment as of January 1, 1995.

55. No roof-mounted mechanical equipment shall be permitted unless a method of screening complementary to the architectu re of the building is approved by the Community Development Department, Planning Services Division. Said screening shall block visibility of any roof-mounted mechanical equipment from view of public streets and surrounding properties.

57. Permits from the City of Garden Grove shall be obtained prior to displaying any temporary advertising (i.e., banners).

58. Signs shall comply with the City of Garden Grove sign requirements. No more than 15% of the total window area and clear doors shall bear advertising or signs of any sort. No signs advertising alcoholic beverages shall be placed on the windows. Any opaque material applied to the store front, such as window tint, shall count toward the maximum window coverage area. Any modifications to existing signs or the installation of new signs shall require approval by the Community Developm ent Department, Planning Services Division prior to issuance of a building permit.

9 60. If deemed necessary by the Community Development Director, the Conditional Use Permit may be reviewed within one year from the date of this approval, and every three (3) years thereafter, in order to determine if the business is operating in compliance.

61. A copy of the decision and the conditions of approval for Conditional Use Permit No. CUP 284-09 (REV. 2024) shall be kept on the premises at all times.

62. The permittee shall submit a signed letter acknowledging receipt of the decision approving Conditional Use Permit No. CUP 284-09 (REV. 2024), and his/her agreement with all conditions of the approval.

63. The applicant shall, as a condition of project approval, at its sole expense, defend, indemnify and hold harmless the City, its officers, employees, agents and consultants from any claim, action, or proceeding against the City, its officers, agents, employees and/or cons ultants, which action seeks to set aside, void, annul or otherwise challenge any approval by the City Council, Planning Commission, or other City decision-making body, or City staff action concerning Conditional Use Permit No. CUP-284-09 (REV. 2024). The applicant shall pay the City’s defense costs, including attorney fees and all other litigation related expenses, and shall reimburse the City for court costs, which the City may be required to pay as a re sult of such defense. The applicant shall further pay any adverse financial award, which may issue against the City including but not limited to any award of attorney fees to a party challenging such project approval. The City shall re tain the right to select its counsel of choice in any action referred to herein.
518
1 Attachment 5

Proposed Amendments to Chapter 5.40 (Pool Rooms) (deletions shown in strikethrough, additions shown in bold italics):

Chapter 5.40 POOL ROOMS

5.40.010 Building Requirements

A pool room shall be constr ucted as a single room without partitions, anterooms, or closet rooms, other than water closets or lavatories, and entirely inaccessible from any other room, cellar or attic; provided, however, that the main entrance or vestibule from the public stree t shall have colorless, clear glass panel doors. These doors shall be at all times clean, transparent, and unobstructed so that all parts of the room will be open to view. An exception to this section for office and/or storage area may be made, subject to the a pproval of the Police Chief. Before any building permit is issued, the floor plan s for the proposed establishment shall be submitted to the Police Chief for approval of compliance with this section, and one copy of the plans shall be provided for Police Department files.

5.40.020 Permit and License Required

No person shall engage in, carry on, or conduct a pool room business without first having obtained a permit and license from the City and complying with any and all requirements and regulations as contained and set forth in this chapter. The permit shall be displayed on the premises during business hours.

5.40.030 Application for Permit—Denial and Issuance

A. APPLICATION PROCESS. Each person, before obtaining a permit to carry on a pool room business, shall make a written application to, and upon blanks furnished by the Police Chief, which shall be signed by such applicant. In addition to any other information that may be reasonably required by the Police Chief, the applicant shall show the true name of the applicant; his or her fictitious name, or names, if any; his or her age; his or her present address in the City or elsewhere; his or her proposed business address in the City; the name under which the applicant conducted any similar business, if any; and the place of his or her residence at such time; together with such application. The applicant shall furnish a recent photograph of him or herself and his or her fingerprints to the Police Chief. The applicant shall further state whether he or she has been convicted of a felony, or Penal Code Sections 311 through 318, Penal Code Sections 330 through 337, or whether applicant has become a registrant under Penal Code Section 290, or Health and Safety Code Section 11590.

B. DENIAL IN ISSUANCE OF PERMIT. The Police Chief shall not issue such permit to an applicant who has been convi cted or pled guilty to a felony; has been convicted of Penal Code Sections 311 through 318, or Penal Code Sections 330 519
2 through 337; or has become a registrant under Penal Code Section 290, or Health and Safety Code Section 11590.

C. The Police Chief shall i ssue such permit to the applicant or deny such application within 60 days from date thereof.

5.40.040 Pool Room Permit Revocations and Suspensions

A pool room business may be revoked, suspended, or made subject to conditions in the event that the business has become a civil nuisance, as defined in the California Civil Code, or the permitte e has been convicted of, or has entered a plea of guilty to, any violation of the prov isions of this chapter or any other law or ordinance of the City or the state relating to such business.

A. The Police Chief shall institute a revocation, suspension, or conditional suspension hearing when he or she receives evidence that the business and/or owner falls within the criteria set forth herein.

B. The Police Chief shall gi ve a minimum of seven calendar days notice of the hearing, in writing, setting forth th e nature and purpose of the hearing. The hearing shall be an informal administrative hearing.

C. Upon conclusion of th e hearing, the Police Chief may make a written determination to revoke, suspend, or impose conditions on the pool room permit, based upon written findings and substantia l evidence that one or more conditions listed in this section exist. The decision sha ll be made within five days from date of the hearing.

D. The decision of the Poli ce Chief shall be appealable to the City Manager by filing a notice of appeal with the City Clerk within five business days from date of receipt of the written decision. The City Manager, or his or her designee, shall conduct an informal administrative hearing in review of the Police Chief’s decision. The City Manager shall then render a written decision that shall be mailed to the owner within five business days from date of the hearin g. The decision of the City Manager shall be final, subject only to judicial challenge in a court of competent jurisdiction.

5.40.050 Windows and Entrance Kept Open

All windows and entrances to and into said pool rooms shall be left open, clear, and unobstructed so as to allow an unimpa ired line of sight by a peace officer into the interior of the business premises during business hours, unless otherwise approved by the Police Chief.

5.40.060 Other Games of Chance Prohibited

No games of cards, dice, or other games of chance shall be carried on in any pool room or in any room accessible therefrom.

520
3 5.40.070 Minors on Premises

No person under 18 years of age sh all be permitted to enter into or remain in any pool room, except when such person is accompanied by his or her parent or legal guardian.

5.40.080 Hours of Operation

All pool room businesses operated in the City shall be closed between 2:00 a.m. and 6:00 a.m. During said four-hour period the playing of billiards, pool, bagatelle, snooker, bumper, or similar games, whether or not for profit, shall be prohibited on the premises of said business.

5.40.090 Building Requirement Exception

When any room where games of billiards, pool, bagatelle, snooker, bumper, or similar games are conducted for profit is maintained in a building or place wherein eight or more bowling alleys, all under the same management, are maintained, and which building or place is kept open on a 24-hour basis, the room where billiards, pool, bagatelle, snooker, bumper, or similar games are played shall be exempt from the provisions of Section 5.40.010, except that the entrance to the room or place shall be at all times open or have clean, uncolored, clear glass so as to give unobstructed view into the room

5.40.100 Youth Serving Agencies Excepted

Youth serving agencies that offer billiards as a form of recreation without charge and under supervision are exempt from this chapter.

5.40.110 Incidental Use

A. Operation of a pool room or pool hall with a total of two three or fewer pool, billiard, bagatelle, snooker, bumper, or similar game tables as an is a permitted incidental use in conjunction with operation of a bona-fide restaurant, bar, or other similar business or business licensed for sale of alcoholic beverages for consumption on premises legally established pursuant to this Code, and is exempt from the provisions of Sections 5.40.010, 5.40.020, 5.40.030 , and 5.40.040, and 5.40.070 of this chapter. However, the businesses shall be subject to the provisions of Sections 5.40.050, 5.40.060, and 5.40.080 of this chapter.

B. Operation of a pool room or pool hall in conjunction with another business or use that requires approval of a conditional use permit pursuant to Title 9 of this Code, where the pool room or pool hall is accessory and subordinate to the primary business use and occupies not more than 30% of the gross floor area of the build ing structure housing such primary business or use, are exempt from th e provisions of Sections 5.40.010,

5.40.020, 5.40.030 and 5.40.040 of this chapter. However, the businesses shall be subject to the provisions of Sections 5.40.050, 5.40.060, 5.40.070, 521
4 and 5.40.080 of this chapter. Establishment and oper ation of a pool room or pool hall with a total of three or fewer pool or billiard tables in conjunction with a primary business that requires a conditional use permit shall also be subject to the requirement of a conditional use permit. Su ch incidental use may be set forth as a condition on the face of the conditional use permit for the primary use. No additional conditional use permit fee shall be required when the incidental use is requested at the time of application for the primary business.

5.40.120 Pool Room Definition

A. “Pool room” or “pool hall” means a business which primary purpose is to offers to the public a building structure or portion thereof in which are located one or more tables designed or used for play of the game of pool, billiards, bagatelle, snooker, bumper pool, or similar games.

B. The terms “pool room” and “pool hall” shall not include any residential dwelling unit that contains a table for the play of pool, billiards, and similar games, for which no pecuniary compensation is required or given for such play.

5.40.130 Application to Existing Pool Rooms

Any existing pool room within th e City shall comply with the requirements of this chapter, not later than 60 days from the effective date of the ordinance codified in this chapter.

522

MINUTE EXCERPT

GARDEN GROVE PLANNING COMMISSION
PUBLIC HEARING –AMENDMENT NO. A-039-2024 and CONDITIONAL USE PERMIT NO. CUP-284-09 (REV. 2024) FOR PROPERTY LOCATED ON THE WEST SIDE OF

MAIN STREET, BETWEEN ACACIA PARKWAY AND GARDEN GROVE BOULEVARD, AT 12941 MAIN STREET.

Applicant: HTB, INC.

Date: June 20, 2024
Request: A request for approval of a Zoning Text Amendment to Title 9 (Land Use) of the Garden Grove Municipal Code pertaining to billiard parlors and pool halls. The proposed Zoning Text Amendment would update portions of Chapters 9.04 and 9.18 of Title 9 of the City of Garden Grove Municipal Code to update definitions, permitted uses, and special operating standards for billiard parlors and pool halls, including amending the CC-2 (Civic Center Main Street) zone to allow billiard parlors and pool halls as an incidental use to “full-service dine-in eating establishment/restaurant”, subject to a conditional use permit.

Also, a request to modify Conditional Use Permit No. CUP-284-09 (REV. 2023) to permit an existing restaurant, located at 12941 Main Street in the CC-2 (Civic Center Main Street) zone, to operate a billiard parlor with eight (8) pool tables as an incidental use, contingent upon the adoption and effectiveness of the proposed Zoning Text Amendment. Upon approval and exercise of the subject request, the Conditional Use Permit previously governing the tenant space, CUP- 284-09 (REV. 2023), would be revoked and become null and void, and replaced by the modified Conditional Use Permit.

The Planning Commission will also consider a recommendation that the City Council determine that the proposed Project is exempt from review under the California Environmental Quality Act.

Action: Resolution Nos. 6090-24 (A) and 6091-24 (CUP) were approved. One letter of concern in regard to extended
operating hours was submitted by Eron Kaylor
(Heatherwood Apartments), however, the hours were not
modified.

Motion: Laricchia Second: Cueva
Ayes: (6) Cueva, Cunningham, Laricchia, Lindsay, Paredes, Ramirez
Noes: (0) None
523
Item 335/2024
Final
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Teresa Pomeroy
Dept:

City Manager Dept: City Clerk
Date: 8/13/2024

Subject: Acceptance of Member Timothy Brady's resignation from the Administrative Board of Appeals. (Action Item)

OBJECTIVE

For the City Council to accept Timothy Brady’s resignation from the Administrative Board of Appeals.

BACKGROUND/DISCUSSION

Pursuant to Garden Grove Municipal Code 2.54.080 and 14.12.070, the Administrative Board of Appeals meets when called by the City’s Building Official to determine suitability of alternate material and types of construction, and provides final interpretation of the provisions of Building Codes, City Codes and ordinances; and reviews water billing disputes.

Administrative Board of Appeals Member, Timothy Brady, was appointed March 14, 2023, with his term ending December 2024. He submitted his resignation prior to the end of his term on August 3, 2024, due to moving out of the City.

Pursuant to Garden Grove Municipal Code 2.21.013, whenever an unscheduled vacancy occurs on a board, commission, or committee referred to herein, whether due to resignation, removal, or other cause, a s pecial vacancy notice shall be posted in the City Clerk's office, Information Centers of City Hall, and published in a local newspaper, within 20 days after the vacancy occurs. A final appointment to the board, committee, or commission to fill the vacancy shall not be made for at least 10 working days after posting of the notice.

FINANCIAL IMPACT

There is no financial impact by this action.

RECOMMENDATION

It is recommended that the City Council:

 Accept Timothy Brady’s resignation with regret.
524
Item 335/2024

Page 2 of 2 ends

ATTACHMENT

1. Resignation email

525
From : Teresa Pomeroy <[email protected]>
Subject : Timothy Brady resignation from the Administrative Board of Appeals
To : Teresa Pomeroy <[email protected]>
Zimbra [email protected]
Timothy Brady resignation from the Administrative Board of Appeals Mon, Aug 05, 2024 11:49 AM
From: "Timothy Brady"
To: "Judy Moore" <[email protected]>
Sent: Saturday, August 3, 2024 9:29:55 PM
Subject: Re: REMINDER - Administrative Board of Appeals Meeting on Wednesday, August 14th at 6:00 p.m.

Good Evening Judy,
I am writing to inform you of my need to resign from the Garden Grove Administrative Board of Appeals. My wife and I recently purchased a new home and will be moving out of Garden Grove and as such, I no longer meet the requirements to be a member. Can you please forward this information to the relevant personnel in the City in order to process my resignation? Please let me know if this email is sufficient, or if a formal signed letter is required.

I appreciate the opportunity that the City provided me over the past year as a member of the Board and want to express my gratitude to the City Staff and City Council for placing their trust in me by appointing me to the Board.

Sincerely,
Timothy Brady
526
Item 312/2024
Final
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: William E. Murray
Dept:

City Manager Dept: Public Works
Date: 8/13/2024

Subject: Authorization of the issuance of a purchase order to Coastline Equipment for two (2) new John Deere loader tractors. (Cost: $398,818.88) (Action Item)

OBJECTIVE

To secure City Council authorization to purchase two (2) new John Deere loader tractors from Coastline Equipment through the Sourcewell Cooperative Purchasing competitive bid program, Contract #011723-JDC.

BACKGROUND

The Public Works Department has two (2) loader tractors that currently meet the City’s guidelines for replacement and were approved through the FY 24-25 budget process. The vehicles are a 1998 Case loader tractor with 4183 hours, Serial# JEE0051487, and a 2001 John Deere loader tractor with 4565 hours, Serial # DW544HX579696.

Experience has shown that the City’s buying power is enhanced through joining with other public agencies to purchase fleet vehicles and equipment.

DISCUSSION

Sourcewell nationally solicits, evaluates and awards contra cts through a competitive bid process. As a member of Sourcewell, the City is able to utilize bid awards for equipment purchases. Staff recommends piggybacking on the results of a recent Sourcewell competitive bid program, Contract #011723-JDC. The results deemed Coastline Equipment as the lowest responsive bid.

Coastline Equipment (2 tractors) $398,818.88*

* This price includes all applicable tax and destination charges.

527
Item 312/2024

Page 2 of 2 ends

FINANCIAL IMPACT

The cost of purchasing two new John Deere loader tractors is $398,818.88. It will be paid from the Fleet Management internal service fund. The surplus equipment will be sold at public auction, and proceeds will be returned to the Fleet Management Fund.

RECOMMENDATION

It is recommended that the City Council:

 Authorize the Finance Director to issue a purchase order in the amount of $398,818.88 to Coastline Equipment for the purchase of two (2) new loader tractors.

By: Steve Sudduth, Equipment Maintenance Supervisor

ATTACHMENT

John Deere quote

528
Salesperson : X ______________ Accepted By : X ______________ Confidential
Quote Summary
Prepared For:

CITY OF GARDEN GROVE
13802 NEWHOPE ST
GARDEN GROVE, CA 92843
Business: 714-741-5390
[email protected]
Prepared By:

KENNETH HAMMOND
Coastline Equipment Company
6242 N Paramount Blvd Bldg A
Long Beach, CA 90805
Phone: 562-272-7400
[email protected]
SourceWell Contract 011723-JDC Quote Id: 30956025
14 May 2024Created On:

Expiration Date: 30 August 2024
Equipment Summary Suggested List Selling Price Qty Extended JOHN DEERE 544 G-Tier Wheel
Loader
$ 270,148.00 $ 183,365.00 X 1 = $ 183,365.00
JOHN DEERE 544 G-Tier Wheel
Loader
$ 270,148.00 $ 183,365.00 X 1 = $ 183,365.00
Equipment Total $ 366,730.00
Quote Summary
Equipment Total $ 366,730.00
SubTotal $ 366,730.00
Sales Tax - (8.75%) $ 32,088.88
Total $ 398,818.88
Balance Due $ 398,818.88
529
Selling Equipment
Quote Id: 30956025 Customer: CITY OF GARDEN GROVE
Confidential
JOHN DEERE 544 G-Tier Wheel Loader
Hours:

Stock Number:

Suggested List
$ 270,148.00
Selling Price
$ 183,365.00
Code Description Qty Unit Extended
3010YN 544 G WHEEL LOADER 1 $ 242,414.00 $ 242,414.00
Standard Options - Per Unit
183E JDLink™ 1 $ 0.00 $ 0.00
0202 United States 1 $ 0.00 $ 0.00
0259 English 1 $ 0.00 $ 0.00
0351 Translated Text Labels 1 $ 0.00 $ 0.00
0400 Standard Loader 1 $ 0.00 $ 0.00
0451 Standard Z-BAR 1 $ 0.00 $ 0.00
0602 Level 2 Trim 1 $ 6,440.00 $ 6,440.00
0651 Level 1 Performance 1 $ 0.00 $ 0.00
0951 Rear Camera 1 $ 0.00 $ 0.00
4021 John Deere PowerTech Engine 1 $ 0.00 $ 0.00
4251 Standard Fuel Filter with Water
Separator
1 $ 0.00 $ 0.00
5174 MAXAM – 20.5R25 L3 2-STAR
RADIAL TIRES w/ 3 PC RIMS
1 $ 0.00 $ 0.00
7054 Three Function Hydraulics with
Joystick Controls
1 $ 2,343.00 $ 2,343.00
7408 Factory Pin-on Bucket Ready 1 $ 0.00 $ 0.00
7458 Bolt On Cutting Edge 1 $ 965.00 $ 965.00
7876 3.00 YD (2.30 CM) General Purpose 1 $ 8,294.00 $ 8,294.00 8503 Auxiliary Equipment Package 1 $ 442.00 $ 442.00
Standard Options Total $ 18,484.00
Dealer Attachments
MST Factory Freight 1 $ 6,250.00 $ 6,250.00
PDI Pre-Delivery Get Ready Local Delivery 1 $ 3,000.00 $ 3,000.00 Dealer Attachments Total $ 9,250.00
Suggested Price $ 270,148.00
Customer Discounts
Customer Discounts Total $ -86,783.00 $ -86,783.00
Total Selling Price $ 183,365.00
530
Selling Equipment
Quote Id: 30956025 Customer: CITY OF GARDEN GROVE
Confidential
JOHN DEERE 544 G-Tier Wheel Loader
Hours:

Stock Number:

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: John Montanchez
Dept:

City Manager Dept: Community Services
Date: 8/13/2024

Subject: Approval of an agreement with Blue Violet Networks LLC for installation of a new security camera system at the Community Meeting Center, Senior Center, Magnolia Park Family Resource Center, and Buena Clinton Family Center. (Cost: $158,015.19)(Action Item)

OBJECTIVE

To obtain City Council approval of an agreement with Blue Violet Networks LLC (BVN) to purchase and install a new security camera system which includes; a 200TB server, a combined total of twenty-eight (28) interior and exterior security cameras for the Community Meeting Center, Senior Center, and Buena Clinton Youth and Family Center and exterior cameras for the Magnolia Park Family Resource Center.

BACKGROUND

As part of the Community Services goal, to continually provide a safe environment for the residents of Garden Grove as well as City staff, the department is in need of an upgrade to the current security camera system. Currently the Community Services Department has security cameras at the Community Meeting Center, Senior Center, and Buena Clinton Youth and Family Center. These camera systems have been in place for over 7 to 14 years and as a result, have very poor video quality or have stopped working altogether. Magnolia Park Family Resource Center does not currently have any cameras.

In May of 2021, the Police Department performed a Request for Proposal (RFP S-1276-A) and found that of 11 different companies, BVN was rated the highest in qualifications and had the ability to provide the nece ssary professional services to perform a similar security camera project for the Garden Grove jail facility.

DISCUSSION

In an effort to create a city -wide standard for security camera equipment, software, and surveillance access, Community Services sta ff were recommended by the City’s IT Department to obtain a quote from BVN for the replacement and additional security cameras at the aforementioned facilities.

533
Item 306/2024

Page 2 of 2 ends

In addition to the improved security and safety at these City facilities, there are additional benefits for standardizing the City’s security camera hardware and software. These benefits include:

 The Police Department (PD) will have 24 hour remote access to view footage in real time and without the need to switch to a different surveilla nce system, as it is the same system PD currently uses and will be used in the new police building.  Having remote real -time access to the footage will provide an additional layer of safety to for law enforcement as well as City staff in emergency situations.  Standardized equipment allows for an easier and more cost efficient expansion of new cameras at additional park locations and facilities.  Ease of ongoing maintenance and support of the equipment as well as software maintenance for the City’s IT department.

As part of this upgrade, the Community Services Department has included a server that will have enough storage for approximately 30 days of footage for the twenty-eight (28) proposed new cameras, as well as future installation for an additional 30-40 cameras at different park and/or City facilities. The larger storage of 200TB will allow the Community Services Department to take a multi-phased approach in adding additional security cameras at other sites as new funding becomes available.

Lastly, BVN is part of the California Multiple Award Schedule (CMAS #3 -17-84-0052B).

Participating in this State program will enable the City to streamline the procurement process.

FINANCIAL IMPACT

The proposed agreement is for an amount not to exceed $158,015.19. This amount is budgeted in the Community Services FY 2024 -2025 operating budget. No additional appropriation is needed.

RECOMMENDATION

It is recommended that the City Council:
 Approve the agreement with Blue Violet Networks LLC. in the amount of $158,015.19, for the installation of a new security camera system at the Community Meeting Center, Senior Center, Magnolia Park Family Resource Center, and Buena Clinton Youth and Family Center; and
 Authorize the City Manager or her designee to execute the agreement and make minor modifications as appropriate and necessary.

ATTACHMENT(S)

1. BlueViolet Contract

534

4873-9916-8211, v. 1 1

SECURITY SYSTEMS PURCHASE AND INSTALLATION CONTRACT

THIS AGREEMENT is made this day of , 2024, by the CITY OF GARDEN GROVE, a municipal corporation ("CITY") and A3 COMMUNICATIONS, INC. d.b.a. BLUE VIOLET NETWORKS (“CONTRACTOR”).

RECITALS

The following recitals are a substantive part of this Agreement:

1. This Agreement is entered into pursuant to Garden Grove City Council approval dated _______.

2. CITY desires to utilize the services of CONTRACTOR to Provide all material, parts and labor for the installation of security surveillance systems pursuant to the California Multiple Award Schedule (CMAS) No. 3-17-84-0052B.

3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.

AGREEMENT

THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Term and Termination. The term of the Agreement shall be for period of 120 calendar days from full execution of the agreement or completion of the project whichever occurs first. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Proposal (Attachment “A”). Contractor is required to present evidence to support performed work completion.

2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal (Attachment ”A”) and the CMAS No. 3-17-84-0052B (Attachment “B”), which are attached and are incorporated herein by reference. The Proposal, CMAS, and this Agreement do not guarantee any specific amount of work.

3. Compensation. CONTRACTOR shall be compensated as follows:

3.1 AMOUNT. Compensation under this agreement shall be the Not to Exceed (NTE) amount of One Hundred Fifty Eight Thousand Fifteen Dollars and 19/100 ($158,015.19), payable in arrears and in accordance with the Scope of Work in Attachment A.

3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly de layed. For Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 535

4873-9916-8211, v. 1 2
extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal (Attachment A).

3.3 Reserved.

3.4 Termination. CITY shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.

4. Insurance and Bonding requirements.

4.1 COMMENCEMENT OF WORK . CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a requirement on the part of the carrier, its agent or CONTRACTOR to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and a waiver of subrogation.

4.2 WORKERS COMPENSATION INSURANCE . During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.

4.3 INSURANCE AMOUNTS. CONTRACTOR and all subcontractors shall maintain the following insurance in the amount and type for the duration of this Agreement:

(a) Commercial general liability in an amount not less than $1,000,000.00 per occurrence ( claims made and
modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating of
A-, Class VII or better, as approved by the CITY.

(b) Automobile liability for all autos in an amount of $1,000,000.00 combined single limit (claims made
and modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating
of A-, Class VII or better, as approved by the CITY.

4.4 ENDORSEMENTS AND OTHER REQUIREMENTS.

(a) An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, its officers, officials, employees, agents, and volunteers as Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 536

4873-9916-8211, v. 1 3
additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.

(b) An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the
CONTRACTOR. CONTRACTOR shall provide to CITY proof of
insurance and endorsement forms that conform to CITY’s
requirements, as approved by the CITY.

(c) For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and
volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, e mployees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

(d) If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide
coverage for the higher insurance limits otherwise
maintained by the CONTRACTOR.

5. Non-Liability of Officials and Employees of the City. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.

6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursua nt to this Agreement.

7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.

8. Compliance with Law . CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.

9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.

These addresses shall be used for delivery of service of process.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 537

4873-9916-8211, v. 1 4
a. (Contractor)
A3 COMMUNICATIONS INC. dba Blue Violet Networks
Attention: Samantha Perry, Contracts Manager
17815 NEWHOPE ST, SUITE M
FOUNTAIN VALLEY, CA 92708

b. (Address of City) (with a copy to):

City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840

10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal, and the CMAS shall be incorporated herein by reference. In the event of any inconsistency betw een the terms of the proposal , CMAS and this Agreement, this Agreement shall govern, then CMAS, then the proposal.

11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.

12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Contractor discover any latent or unkno wn conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.

13. Time of Essence. Time is of the essence in the performance of this Agreement.

14. Limitations Upon Subcontracting and Assignment . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.

CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.

15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 538

4873-9916-8211, v. 1 5

16. Prevailing Wages. The CITY has been advised that the Prevailing Wages Law applies to the work. CONTRACTOR and its subcontractors must be registered with the California Department of Industrial Relations pursuant to Labor Code Section 1725.5. This Agreement shall not be effective until CONTRACTOR provides proof of registration to the CITY. CONTRACTOR shall be responsible for CONTRACTOR's compliance in all respects with the Prevailing Wage Law, including the payment of the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 e t seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative regulations. CONTRACTOR shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3) and shall comply with the job site notices posting requirements established by the Labor Commissioner pursuant to Title 8, California Code of Regulations Section 16461(e) or other regulation promulgated pursuant to Labor Code Section 1771.4(a)(2). Pursuant to Labor Code Section 1771.4, this Project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. The CITY shall be a third party beneficiary of the forgoing covenant with rights to enforce the same as against the CONTRACTOR.

17. Indemnification. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR'S agents, officers, employees, su bcontractors, or independent contractors hired by CONTRACTOR. The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the active negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees.

This hold harmless agreement shall apply to all 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 CONTRACTOR.

18. No Third Party Beneficiaries . Except as may be specifically provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as third-party beneficiary or otherwise, upon any entity or person not a party hereto.

(Agreement Signature Block on Next Page)

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 539

4873-9916-8211, v. 1 6
IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.

Date: _____________ "CITY"

CITY OF GARDEN GROVE

By:___________________________
City Manager
ATTESTED:

____________________________
City Clerk

Date: _______________________

"CONTRACTOR"
Blue Violet Networks

By: ___________________________

Name:__________________________

Title:___________________________

Date: __________________________

Tax ID No. ______________________

DIR Registration Number:__________

Contractor’s License: _____________

Expiration Date:_________________

If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.

APPROVED AS TO FORM:

____________________________
Garden Grove City Attorney

________________________
Date
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 8/5/2024
540
Date: 8/2/2024
Expiration Date: 9/1/2024
To: Elaine Maae
Community Services Department Facilities Supervisor
Delivery
Date
TBD
3-17-84-0052B CMAS contract was used for pricing below.

Qty Manufacturer Part Number Description MSRP Unit Price Qty Total Server & Licences

1.00 Iron Link IL-NVRP-G5-12x20T-S IronLink NVR Premium G5 - 200TB Useable 82,717.00$ 46,320.00$ 46,320.00$

1.00 AVIGILON NVR5-SFPPLUS-SR-A NVR5-SFPPLUS-SR-A 380.01$ 288.81$ 288.81$ Misc.

1.00 MISC MISC Conduit, Wiremolding, Cabling Support 250.00$ 250.00$ 250.00$ Labor

2.00 SIN 246-1000 Security Technician II
Functional Responsibility: Assists in the design and performs the installation of security systems. Develops or reviews designs by analyzing engineering data and schematics. Receives initial instructions, equipment requirements, and advice from supervisor or engineer as needed.
$119.70 239.40$ 239.40$

2.00 SIN 246-1000 Project Manager
Functional Responsibility; coordination and completion of projects.

Oversees all aspects of projects. Sets deadlines, assigns responsibilities, and monitors and summarizes progress of project. $146.30 292.60$ 292.60$

4.00 SIN 246-1000 Senior Engineer
Functional Responsibility: Performs a wide range of highly technical duties associated with the design, implementation and support of Local Area Network and Wide Area Network environments and related services. This includes, but is not limited to assisting with the integration of security systems hardware and software into the physical and logical architecture of the enterprise’s existing information technology topography.
$164.03 656.12$ 656.12$
Subtotal 46,858.81$
4,100.15$
Installation 1,188.12$
Shipping 468.59$
Bond -$
Total $ 52,615.66
Quote
Salesperson Job Location or Description Payment Terms
Randall Toma 11300 Stanford Ave, Garden Grove, CA 92840 NET 30 Scope of Work
BVN to provide and install New Server for camera system All Lobor will be prevaling wage
Sales Tax
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 541
Date: 8/2/2024
Expiration Date: 9/1/2024
To: Elaine Maae
Community Services Department Facilities Supervisor
Delivery
Date
TBD
3-17-84-0052B CMAS contract was used for pricing below.

Qty Manufacturer Part Number Description MSRP Unit Price Qty Total Server & Licences

8.00 AVIGILON UNITY8-ENT Unity Enterprise camera channel 316.51$ 240.55$ 1,924.38$ Fisheye

1.00 AVIGILON 12.0W-H5A-FE-DO1-IR 12MP H5A Fisheye IR Dome Camera 1,330.42$ 1,011.12$ 1,011.12$ Dual Head

5.00 AVIGILON 10.0C-H5DH-DO1-IR 2x 5MP H5A Dual Head Outdoor Camera 1,792.04$ 1,361.95$ 6,809.75$

4.00 AVIGILON H5DH-DO-JBOX1 Junction Box for H5A Dual Head Camera 106.20$ 80.71$ 322.85$

2.00 AVIGILON H5DH-MT-NPTA1 Pendant Adapter for H5A Dual Head Camera 70.80$ 53.81$ 107.62$

2.00 AVIGILON WLMT-1021 Mount; Pendant Arm; 20cm Long; 1.5 NPT 105.00$ 79.80$ 159.60$

2.00 AVIGILON CRNMT-1001 CORNER MNT FOR LRGE PENDT WLMT-1021 145.00$ 110.20$ 220.40$ Multisensor

1.00 AVIGILON 15C-H5A-3MH H5A Multisensor 15MP Camera Module 3.3-5.7mm 2,304.00$ 1,751.04$ 1,751.04$

1.00 AVIGILON H5AMH-AD-PEND1 Outdoor pendant mount adapter 199.28$ 151.45$ 151.45$

1.00 AVIGILON WLMT-1001 Wall Mount for large pendant camera 121.32$ 92.20$ 92.20$

1.00 AVIGILON CRNMT-1001 CORNER MNT FOR LRGE PENDT WLMT-1001 145.00$ 110.20$ 110.20$

1.00 AVIGILON H4AMH-AD-IRIL1 IR Illuminator Ring for H4 Multisensor 389.40$ 295.94$ 295.94$

1.00 AVIGILON H5AMH-DO-COVR1 Dome bubble and cover; for outdoor surface mount or pendant mount; clear 199.28$ 151.45$ 151.45$

1.00 AVIGILON POE60U-1BTE Gigabit 802.3bt 60 W PoE Injector, Indoor, single port 177.00$ 134.52$ 134.52$ Door Intercom

1.00 AVIGILON 3.0C-H4VI-RO1-IR 3MP H4 Video Intercom with IR 1,357.02$ 1,031.34$ 1,031.34$

1.00 AVIGILON H4VI-MT-SURF1 Surface mount adapter for H4 Video Intercom 265.51$ 201.79$ 201.79$

1.00 AVIGILON H4VI-AC-RELY1 Safety Relay for H4 Video Intercom 141.61$ 107.62$ 107.62$ 32" Monitor

1.00 MISC VZ-32CMP
• 32” Full HD Resolution • 3D Comb-filter, De-Interlace • 16:9 / 4:3 Ratio Available, HDMI, VGA, USB, Audio In / Out • 2 CVBS (BNC) Input / 1 Output (Loop-through) • Built-in Media Player • Built-in Speakers, Auto Source & Power Recovery • Built to run 24/7/365 • 3-Year Warranty
402.30$ 402.30$

1.00 MISC VZ-WM50
• Universal Mounting Pattern • Works with flat-panel mounts that have a VESA pattern MIN. 100 x 100 mm, MAX. 400 x 200mm • Fit for ViewZ Monitors 27" ~ 43" • -10° ~ 0° tilting • 3 Year Warranty

62.07$ 62.07$
Workstation

3.00 MISC N4020
KODLIX Mini PC Celeron N4020(up to 2.8GHz), DDR4 4GB/64GB eMMC Mini PC Fanless UHD 4k@60Hz, Mini Computer Support HDMI&VGA, USB3.0, 2.4/5.8G Wi-Fi, DIY NGFF 2242 SSD
180.60$ 541.80$
Misc.

3.50 MISC P05623A4-B1-4NS CAT6 550MHz 23/4 PR SOL Plenum CMP Yel 1000' 331.50$ 1,160.25$

1.00 MISC MISC Conduit, Wiremolding, Cabling Support 1,200.00$ 1,200.00$ 1,200.00$ Labor

88.00 SIN 246-1000 Security Technician II
Functional Responsibility: Assists in the design and performs the installation of security systems. Develops or reviews designs by analyzing engineering data and schematics. Receives initial instructions, equipment requirements, and advice from supervisor or engineer as needed.
$119.70 10,533.60$ 10,533.60$

4.00 SIN 246-1000 Project Manager
Functional Responsibility; coordination and completion of projects.

Oversees all aspects of projects. Sets deadlines, assigns responsibilities, and monitors and summarizes progress of project. $146.30 585.20$ 585.20$

4.00 SIN 246-1000 Senior Engineer
Functional Responsibility: Performs a wide range of highly technical duties associated with the design, implementation and support of Local Area Network and Wide Area Network environments and related services. This includes, but is not limited to assisting with the integration of security systems hardware and software into the physical and logical architecture of the enterprise’s existing information technology topography.
$164.03 656.12$ 656.12$
Subtotal 17,949.70$
1,570.60$
Installation 11,774.92$
Shipping 179.50$
Bond -$
Total $ 31,474.71
BVN to provide 7 cameras to cover the interior and exterior around the building. And One Intercom Camera Randall Toma Community Center 11300 Stanford Ave, Garden Grove, CA 92840 NET 30 BVN will connect cameras to City of Garden Grove provided POE switch BVN will install micro PC to two (2) Existing Monitors and (1) new Monitor in building to view cameras from.

BVN will run wire to all devises using conduit or wire molding.

All Lobor will be prevaling wage
Sales Tax
Scope of Work
Quote
Salesperson Job Location or Description Payment Terms
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 542
Date: 8/2/2024
Expiration Date: 9/1/2024
To: Elaine Maae
Community Services Department Facilities Supervisor
3-17-84-0052B CMAS contract was used for pricing below.

Qty Manufacturer Part Number Description Unit Price Qty Total Licenses

10.00 AVIGILON UNITY8-ENT Unity Enterprise camera channel 240.55$ 2,405.48$ Fisheye

1.00 AVIGILON 12.0W-H5A-FE-DO1-IR 12MP H5A Fisheye IR Dome Camera 1,011.12$ 1,011.12$ Dual Head

1.00 AVIGILON 10.0C-H5DH-DO1-IR 2x 5MP H5A Dual Head Outdoor Camera 1,361.95$ 1,361.95$

1.00 AVIGILON H5DH-DO-JBOX1 Junction Box for H5A Dual Head Camera 80.71$ 80.71$ Multisensor

2.00 AVIGILON 15C-H5A-3MH H5A Multisensor 15MP Camera Module 3.3-5.7mm 1,751.04$ 3,502.08$

2.00 AVIGILON H5AMH-AD-PEND1 Outdoor pendant mount adapter 151.45$ 302.91$

2.00 AVIGILON WLMT-1001 Wall Mount for large pendant camera 92.20$ 184.41$

2.00 AVIGILON CRNMT-1001 CORNER MNT FOR LRGE PENDT WLMT-1001 110.20$ 220.40$

2.00 AVIGILON H4AMH-AD-IRIL1 IR Illuminator Ring for H4 Multisensor 295.94$ 591.89$

2.00 AVIGILON H5AMH-DO-COVR1 Dome bubble and cover; for outdoor surface mount or pendant mount; clear 151.45$ 302.91$

2.00 AVIGILON POE60U-1BTE Gigabit 802.3bt 60 W PoE Injector, Indoor, single port 134.52$ 269.04$ Single Outdoor

2.00 AVIGILON 4.0C-H5A-DP1-IR 4MP H5A Outdoor Pendant IR Dome Camera with 3.3-9mm Lens 970.67$ 1,941.34$

2.00 AVIGILON H4A-MT-WALL1 Wall Mount for H5A/H4A Pendant Dome Cameras 67.00$ 134.00$ Single Indoor

4.00 AVIGILON 6.0C-H5A-D1-IR 6MP H5A Indoor IR Dome Camera with 4.9-8mm Lens 1,018.15$ 4,072.60$ Workstation

2.00 MISC N4020
KODLIX Mini PC Celeron N4020(up to 2.8GHz), DDR4 4GB/64GB eMMC Mini PC Fanless UHD 4k@60Hz, Mini Computer Support HDMI&VGA, USB3.0, 2.4/5.8G Wi-Fi, DIY NGFF 2242 SSD
180.60$ 361.20$
32" Monitor

2.00 MISC VZ-32CMP
• 32” Full HD Resolution • 3D Comb-filter, De-Interlace • 16:9 / 4:3 Ratio Available, HDMI, VGA, USB, Audio In / Out • 2 CVBS (BNC) Input / 1 Output (Loop-through) • Built-in Media Player • Built-in Speakers, Auto Source & Power Recovery • Built to run 24/7/365 • 3-Year Warranty
402.30$ 804.60$

2.00 MISC VZ-WM50
• Universal Mounting Pattern • Works with flat-panel mounts that have a VESA pattern MIN. 100 x 100 mm, MAX. 400 x 200mm • Fit for ViewZ Monitors 27" ~ 43" • -10° ~ 0° tilting • 3 Year Warranty

62.07$ 124.14$
Misc.

2.00 MISC P05623A4-B1-4NS CAT6 550MHz 23/4 PR SOL Plenum CMP Yel 1000' 331.50$ 663.00$

1.00 MISC MISC Conduit, Wiremolding, Cabling Support 800.00$ 800.00$ Labor

80.00 SIN 246-1000 Security Technician II
Functional Responsibility: Assists in the design and performs the installation of security systems. Develops or reviews designs by analyzing engineering data and schematics. Receives initial instructions, equipment requirements, and advice from supervisor or engineer as needed.
9,576.00$ 9,576.00$

2.00 SIN 246-1000 Project Manager
Functional Responsibility; coordination and completion of projects.

Oversees all aspects of projects. Sets deadlines, assigns responsibilities, and monitors and summarizes progress of project. 292.60$ 292.60$

2.00 SIN 246-1000 Senior Engineer
Functional Responsibility: Performs a wide range of highly technical duties associated with the design, implementation and support of Local Area Network and Wide Area Network environments and related services. This includes, but is not limited to assisting with the integration of security systems hardware and software into the physical and logical architecture of the enterprise’s existing information technology topography.
328.06$ 328.06$
Subtotal 19,133.77$
1,674.20$
Installation 10,196.66$
Shipping 191.34$
Bond -$
Total $ 31,195.97
BVN to provide 10 cameras to cover the interior and exterior around the building.

Randall Toma Senior Center 11300 Stanford Ave, Garden Grove, CA 92840 NET 30 BVN will connect cameras to City of Garden Grove provided POE switch BVN will install micro PC to two (2) new Monitors in building to view cameras from.

BVN will run wire to all devises using conduit or wire molding.

All Lobor will be prevaling wage
Sales Tax
Scope of Work
Quote
Salesperson Job Location or Description Payment Terms
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 543
Date: 8/2/2024
Expiration Date: 9/1/2024
To: Elaine Maae
Community Services Department Facilities Supervisor
Delivery
Date
TBD
3-17-84-0052B CMAS contract was used for pricing below.

Qty Manufacturer Part Number Description MSRP Unit Price Qty Total Server & Licences

8.00 AVIGILON UNITY8-ENT Unity Enterprise camera channel 316.51$ 240.55$ 1,924.38$ Fl 01 Dual Head

3.00 AVIGILON 10.0C-H5DH-DO1-IR 2x 5MP H5A Dual Head Outdoor Camera 1,792.04$ 1,361.95$ 4,085.85$

3.00 AVIGILON H5DH-MT-NPTA1 Pendant Adapter for H5A Dual Head Camera 70.80$ 53.81$ 161.42$

3.00 AVIGILON WLMT-1021 Mount; Pendant Arm; 20cm Long; 1.5 NPT 105.00$ 79.80$ 239.40$

3.00 AVIGILON CRNMT-1001 CORNER MNT FOR LRGE PENDT WLMT-1021 145.00$ 110.20$ 330.60$ Single Indoor

5.00 AVIGILON 6.0C-H5A-D1-IR 6MP H5A Indoor IR Dome Camera with 4.9-8mm Lens 1,339.67$ 1,018.15$ 5,090.75$ Workstation

1.00 MISC N4020
KODLIX Mini PC Celeron N4020(up to 2.8GHz), DDR4 4GB/64GB eMMC Mini PC Fanless UHD 4k@60Hz, Mini Computer Support HDMI&VGA, USB3.0, 2.4/5.8G Wi-Fi, DIY NGFF 2242 SSD
129.00$ 129.00$
32" Monitor

62.07$ 62.07$
Floor 2
Single Indoor

3.00 AVIGILON 6.0C-H5A-D1-IR 6MP H5A Indoor IR Dome Camera with 4.9-8mm Lens 1,339.67$ 1,018.15$ 3,054.45$ Misc.

3.00 MISC P05623A4-B1-4NS CAT6 550MHz 23/4 PR SOL Plenum CMP Yel 1000' 331.50$ 994.50$

1.00 MISC MISC Conduit, Wiremolding, Cabling Support 800.00$ 800.00$ 800.00$ Labor

72.00 SIN 246-1000 Security Technician II
Functional Responsibility: Assists in the design and performs the installation of security systems. Develops or reviews designs by analyzing engineering data and schematics. Receives initial instructions, equipment requirements, and advice from supervisor or engineer as needed.
$119.70 8,618.40$ 8,618.40$

4.00 SIN 246-1000 Project Manager
Functional Responsibility; coordination and completion of projects.

Oversees all aspects of projects. Sets deadlines, assigns responsibilities, and monitors and summarizes progress of project. $146.30 585.20$ 585.20$

Salesperson Job Location or Description Payment Terms
Randall Toma Buena Clinton 12661 Sunswept Ave, Garden Grove, CA 92843 NET 30 Scope of Work
Sales Tax
BVN will connect cameras to City of Garden Grove provided POE switch BVN will install micro PC to one (1) new Monitor in building to view cameras from.

BVN will run wire to all devises using conduit or wire molding.

All Lobor will be prevaling wage
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 544
Date: 8/2/2024
Expiration Date: 9/1/2024
To: Elaine Maae
Community Services Department Facilities Supervisor
Delivery
Date
TBD
3-17-84-0052B CMAS contract was used for pricing below.

Qty Manufacturer Part Number Description MSRP Unit Price Qty Total Licenses

3.00 AVIGILON UNITY8-ENT Unity Enterprise camera channel 316.51$ 240.55$ 721.64$ Multisensor NPTA

1.00 AVIGILON 15C-H5A-3MH H5A Multisensor 15MP Camera Module 3.3-5.7mm 2,304.00$ 1,751.04$ 1,751.04$

1.00 AVIGILON H5AMH-AD-PEND1
Outdoor pendant mount adapter; must order one of IRPTZ-MNT- Wall1 or IRPTZ-MNT-NPTA1 and one of H4AMH-DO-COVR1 or H4AMH- DO-COVR1-SMOKE.
188.80$ 145.38$ 145.38$

1.00 AVIGILON H4AMH-AD-IRIL1
IR Illuminator Ring for H4 Multisensor 389.40$ 295.94$ 295.94$

1.00 AVIGILON IRPTZ-MNT-NPTA1 Pendant NPT adapter for H4 IRPTZ or H4 Multisensor 64.90$ 49.32$ 49.32$

1.00 AVIGILON H5AMH-DO-COVR1 Dome bubble and cover; for outdoor surface mount or pendant mount; clear 199.28$ 151.45$ 151.45$

1.00 AVIGILON POE60U-1BTE Gigabit 802.3bt 60 W PoE Injector, Indoor, single port 177.00$ 134.52$ 134.52$

1.00 AXIS 5507-461 AXIS T91B51 Ceiling Mount 128.97$ 128.97$ Dual Head

1.00 AVIGILON 10.0C-H5DH-DO1-IR 2x 5MP H5A Dual Head Outdoor Camera 1,792.04$ 1,361.95$ 1,361.95$

1.00 AVIGILON H5DH-DO-JBOX1 Junction Box for H5A Dual Head Camera 106.20$ 80.71$ 80.71$ Single

1.00 AVIGILON 4.0C-H5A-DP1-IR 4MP H5A Outdoor Pendant IR Dome Camera with 3.3-9mm Lens 1,277.20$ 970.67$ 970.67$

1.00 AVIGILON H4A-MT-WALL1 Wall Mount for H5A/H4A Pendant Dome Cameras 88.16$ 67.00$ 67.00$ Workstation

1.00 MISC VA3209M
ViewSonic VA3209M 32 Inch IPS Full HD 1080p Monitor with Frameless Design, 75 Hz, Dual Speakers, HDMI, and VGA Inputs for Home and Office,Black
209.99$ 209.99$
Misc.

1.00 MISC P05623A4-B1-4NS CAT6 550MHz 23/4 PR SOL Plenum CMP Yel 1000' 331.50$ 331.50$

1.00 MISC MISC Conduit, Wiremolding, Cabling Support 600.00$ 600.00$ 600.00$ Labor

40.00 SIN 246-1000 Security Technician II
Functional Responsibility: Assists in the design and performs the installation of security systems. Develops or reviews designs by analyzing engineering data and schematics. Receives initial instructions, equipment requirements, and advice from supervisor or engineer as needed.
$119.70 4,788.00$ 4,788.00$

4.00 SIN 246-1000 Project Manager
Functional Responsibility; coordination and completion of projects.

Oversees all aspects of projects. Sets deadlines, assigns responsibilities, and monitors and summarizes progress of project. $146.30 585.20$ 585.20$

Randall Toma Magnolia Park 11402 Magnolia St, Garden Grove, CA 92841 NET 30 BVN will connect cameras to City of Garden Grove provided POE switch BVN will install micro PC to (1) one New Monitor in building to view cameras from.

BVN will run wire to all devises using conduit or wire molding.

All Lobor will be prevaling wage
Sales Tax
Scope of Work
Quote
Salesperson Job Location or Description Payment Terms
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 545
Hardware and Licensing Tax Installation Shipping Total
Server 46,858.81$ 4,100.15$ 1,188.12$ 468.59$ 52,615.66$ Community Center 17,949.70$ 1,570.60$ 11,774.92$ 179.50$ 31,474.71$ Senior Center 19,133.77$ 1,674.20$ 10,196.66$ 191.34$ 31,195.97$ Buena Clinton 17,274.72$ 1,511.54$ 9,859.72$ 172.75$ 28,818.72$ Magnolia Park 7,180.69$ 628.31$ 6,029.32$ 71.81$ 13,910.13$ Sub Totals 108,397.68$ 9,484.80$ 39,048.74$ 1,083.98$ 158,015.19$ Project Total 158,015.19$
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 546

Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
State of California

MULTIPLE AWARD SCHEDULE
A3 Communications, Inc. doing business as
Blue Violet Networks
(Formerly Blue Violet Networks Corp.)
Categories Information
CMAS NUMBER: 3-17-84-0052B
SUPPLEMENT NUMBER: 2
CMAS TERM DATES: 9/12/2017 through 3/31/2027
CMAS CATEGORY: Information Technology Goods and Services

APPLICABLE
TERMS & CONDITIONS: January 20, 2022
MAXIMUM ORDER LIMIT:

State Agencies: See Purchasing Authority
Dollar Threshold provision
Local Government Agencies: Unlimited
FOR USE BY: State & Local Government Agencies
BASE SCHEDULE #: GS-07F-091GA
BASE SCHEDULE HOLDER: Blue Violet Networks
This California Multiple Award Schedule (CMAS) provides for the purchase, warranty, installation and maintenance of surveilance systems and physical access control systems. (See page 3 for the restrictions applicable to this CMAS.)
The purpose of this supplement is to incorporate the following changes:
1) Change the CMAS supplier’s company name from “Blue Violet Networks Corp.” to “A3 Communications, Inc. doing business as Blue Violet Networks”. 2) Add maintenance services to the CMAS.

The most current Ordering Instructions and Special Provisions, CMAS Terms and Conditions, products and/or services are included herein. All purchase orders issued by State agencies shall incorporate these Ordering Instructions and Special Provisions and CMAS Terms and Conditions.

Review these provisions carefully as they have changed.

Effective Date: 8/02/2022
Original Signature on File
Bryan Dugger, Program Analyst, California Multiple Award Schedules Unit Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 547

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 2 Supplement 2 replaces the previous supplement and the original agreement in their entirety.

NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the: Statewide Contract Index Listing

(www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion-List/Acquisitions/Statewide- Contracts). This requirement is not applicable to local government agencies.

The services provided under this CMAS are only available in support of the products covered by this CMAS.

Agency non-compliance with the requirements may result in the loss of delegated authority to use the CMAS program.

CMAS contractor non-compliance with the requirements may result in termination.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 548

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 3

CMAS PRODUCT & SERVICE CODES
Product & Service Codes listed below are for marketing purposes only. Review the base schedule for the products and/or services available.

Brand-Avigilon
Security-Access Control System
Security-Components
Security-IT Hardware
Security-Management Systems
Security-Smart Cards
Security-Software
Security-Surveillance System
Service-Hardware Installation
Video-Surveillance Camera

AVAILABLE PRODUCTS AND/OR SERVICES
All of the products in the base schedule are available within the scope of this CMAS.

The ordering agency must verify all products and/or services are currently available on the base General Services Administration (GSA) schedule. Access the GSA eLibrary at
www.gsaelibrary.gsa.gov.

All of the job titles in the base schedule are available within the scope of this CMAS.

You may verify the following current information about the job titles available in the base schedule at the General Services Administration (GSA) eLibrary
(www.gsaelibrary.gsa.gov):
• Description of the functional requirements
• Minimum education and experience requirements
• Maximum pricing allowed (lower pricing acceptable)

EXCLUDED PRODUCTS AND/OR SERVICES
Software maintenance as a service, and order-level materials are not available under this CMAS.

ISSUE PURCHASE ORDER TO
Agency purchase orders must be sent to the following:

Blue Violet Networks
17815 Newhope Street
Fountain Valley, CA 92708
Attn: Rob Clement
E-mail: [email protected]
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 549

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 4 Agencies with questions regarding products and/or services may contact the CMAS contractor as follows:

Contact: Rob Clement
Phone: (949) 540-5542
E-mail: [email protected]
TOP 500 DELINQUENT TAXPAYERS
In accordance with Public Contract Code (PCC) 10295.4, and prior to placing an order for IT goods and/or services, agencies must verify with the Franchise Tax Board and the California Department of Tax and Fee Administration that this CMAS contractor’s name does not appear on either list of the 500 largest tax delinquencies pursuant to Revenue and Taxation Code 7063 or 19195. See next paragraph for information.

The Franchise Tax Board’s list of Top 500 Delinquent Taxpayers is available at
www.ftb.ca.gov/about-ftb/newsroom/top-500-past-due-balances/index.html.

The California Department of Tax and Fee Administration’s list of Top 500 Sales & Use Tax Delinquencies in California i s available at www.cdtfa.ca.gov/taxes -and-fees/top500.htm.

CALIFORNIA SELLER’S PERMIT
The CMAS contractor’s California Seller’s Permit Number is 261593792. Prior to placing an order with this company, agencies must verify that this permit is still valid at the California Department of Tax and Fee Administration w ebsite (cdtfa.ca.gov).

MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation on orders placed under this CMAS.

CMAS PRICES
The maximum prices allowed for the products and/or services available are those set forth in the base schedule.

The ordering agency is encouraged to seek prices lower than those in the base schedule. When responding to an agency’s Request for Offer (RFO), the CMAS contractor can offer lower prices to be competitive.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 550

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 5 EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

CALIFORNIA CIVIL RIGHTS LAW CE

RTIFICATION
Pursuant to PCC 2010, effective January 1, 2017, applicants must certify their compliance with the California Civil Rights laws and Employer Discriminatory Policies (Civil Code 51, GC 12960). It is the agency’s responsibility to verify that the contractor has a California Civil Rights Law Certification on file.

WARRANTY
For warranties, see the base schedule, the CMAS Terms and Conditions, General Provisions, and CMAS Warranty.

CMAS contractor personnel shall have the experience, education, and expertise as defined in the base schedule.

DELIVERY
45 days after receipt of order or as negotiated between agency and CMAS contractor and included in the purchase order.

SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination. Seller pays the freight charges.

PURCHASING AUTHORITY DOLLAR THRESHOLD
Order limits for the purchase of goods and/or services is determined by the individual agency purchasing authority threshold.

No CMAS order may be executed by a State agency that exceeds that agency’s purchasing authority threshold. State agencies with approved purchasing authority, along with their dollar thresholds can be obtained at the List of State Departments with Approved Purchasing Authority

website (www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources-List- Folder/List-of-State-Departments-with-Approved-Purchasing-Authority).

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 551

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 6

HOW TO USE CMAS
Agencies must adhere to the detailed requirements in the State Contracting Manual (SCM) when using CMAS. The requirements for the following bullets are in SCM, Volume 2, Chapter 6 (for non- IT), SCM, Volume 3, Chapter 6 (for IT), and SCM, Volume FISCal, Chapter 5 (FISCal):
• Develop an RFO, which includes a Scope of Work (SOW) and Bidder Declaration form. For information on the Bidder Declaration requirements, see SCM, Volume 2, Chapter 3, 3.5.7 and Volume 3, Chapter 3, 3.4.7.
• Search for potential CMAS contractors
on the CMAS website
(www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion- List/Acquisitions/California-Multiple-Award-Schedules) and select “Find a CMAS Contractor.”
• Request offers from a minimum of 3 CMAS contractors including one small business (SB) and/or Disabled Veteran Business Enterprise (DVBE), if available, who are authorized to sell the products and/or services needed.
• If requesting offers from a certified DVBE, include the Disabled Veteran Business Enterprise Declarations form (Standard 843) in the RFO. This declaration must be completed and returned by the DVBE prime contractor and/or any DVBE subcontractors. (See SCM Volumes 2, 3, and FISCal, Chapter 3).
• This is not a bid transaction, so the small business preference, DVBE incentives, protest language, intent to award, evaluation criteria, advertising, etc., are not applicable. • If less than 3 offers are received, State agencies must document their file with the reasons why the other suppliers did not respond with an offer.
• Assess the offers received using best value methodology, with cost as one of the criteria. • I ssue a Purchase Order to the selected CMAS contractor. • For CMAS transactions under $10,000, only one offer is required if the State agency can establish and document that the price is fair and reasonable. The fair and reasonable method can only be used for non-customizable purchases.

SPLITTING ORDERS
Splitting orders to avoid any monetary limitations is prohibited.

Do not circumvent normal procurement methods by splitting purchases into a series of delegated purchase orders, per PCC 10329.

Splitting a project into small projects to avoid either fiscal or procedural controls is prohibited, per State Administrative Manual (SAM) 4819.34.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 552

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 7

ORDERING PROCEDURES

1. Purchase Orders
All Ordering Agency purchase order documents executed under this CMAS must contain the applicable CMAS number as show on page 1.
a. State Departments:

Standard 65 Purchase Documents – State departments not transacting in FISCal must use the Purchasing Authority Purchase Order (Standard 65) for purchase execution. An electronic version of the
Standard 65 is available at the Department of General Services (DGS), Procurement Division (PD) website
(www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx), select Standard (STD) Forms.

FISCAL Purchase Documents – S
tate departments transacting in FISCal will follow the
FISCal procurement and contracting procedures.
b. Local Government Agencies:

Local government agencies may use their own purchase order document for purchase execution.

The agency is required to complete and distribute the purchase order. For services, the agency shall modify the information contained on the order to include the service period (start and end date), and the monthly cost (or other intermittent cost), and any other information pertinent to the services. The cost for each line item must be included in the order, not just system totals.

The contractor must immediately reject purchase orders that are not accurate. Discrepancies are to be negotiated and incorporated into the purchase order prior to product delivery and service implementation.

2. Service and Delivery after CMAS Expiration
The purchase order must be issued before the CMAS expires. However, delivery of the products or completion of the services may be after the CMAS expires (unless otherwise specifically stated in the purchase order). Amending the purchase order to add quantity, time, or money is not possible if the CMAS expired.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 553

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 8

3. Multiple CMAS Agreements on a Single Purchase Order
Agencies wishing to include multiple CMAS agreements on a single FISCal purchase order must adhere to the following guidelines:
• All CMAS must be for the same CMAS contractor.
• The purchase order must go to one contractor location. • Enter the word “CMAS” in the space reserved for the Leveraged Procurement Agreement (LPA) number. The word “CMAS” signifies that the purchase order contains items from multiple CMAS agreements. The purchasing agency may only use one bill code. • For each individual CMAS, the agency must identify and group together the CMAS number with the line items and subtotal per CMAS number (do not include tax in the subtotal), and sequentially identify each individual CMAS as Sub #1, Sub #2, Sub #3, etc. This facilitates accurate billing of administrative fees by the Procurement Division. • The total of all items on the purchase order must not exceed the purchase order limit identified in the CMAS.
• Do not combine items from IT and non-IT CMAS agreements. An Information Technology CMAS begins with the number “3” and a non-IT CMAS begins with the number “4.” The purchase order limits are different for these CMAS agreements.

4. Amendments to State Agency's Purchase Orders
Agency purchase orders cannot be amended if the CMAS has expired.

SCM, Volumes 2 & 3, Chapter 6, 6.A5.0 and SCM, Volume FISCal, Chapter 5, 5.A4.0 provides the following direction regarding amendments to all types of LPA purchase orders:

Original orders, which include options for changes (e.g., quantity or time), that were evaluated and considered in the selection for award during the RFO process, may be amended consistent with the terms of the original order, provided that the original order allowed for amendments. If the original order did not evaluate options, then amendments are not allowed unless an NCB is approved for those amendments.

Amendments unique to non-IT services are covered in SCM, Volume 2, Chapter 6, 6.B2.9 and SCM, Volume FISCal, Chapter 5, 5.A4.1 as follows:

If the original contract permitted amendments, but did not specify the changes (e.g., quantity or time), it may be amended, per Public Contract Code (PCC) § 10335 (d)(1). Only a contract may be amended once under this exemption. The time shall not exceed one year, or add not more than 30% of the original order value and may not exceed $250,000. If the original contract did not have language permitting amendments, the NCB process must be followed.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 554

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 9

CMAS CONTRACTOR OWNERSHIP INFORMATION
The CMAS contractor is a large business enterprise.

SMALL BUSINESS MUST BE CONSIDERED
Prior to placing orders under the CMAS program, State agencies shall whenever practicable first consider offers from small businesses that have established CMAS (GC 14846(b)). NOTE: DGS auditors will request substantiation of compliance with this requirement when agency files are reviewed.

CMAS Small Business and Disabled Veteran Partners lists (www.dgs.ca.gov/PD/About/Page-
Content/PD-Branch-Intro-Accordion-List/Acquisitions/California-Multiple-Award-Schedules) can be found on the CMAS website by selecting “Find a CMAS Contractor”.

In response to our commitment to increase participation by small businesses, the Department of General Services waives the administrative fee (a fee charged to customer agencies to support the CMAS program) for orders to California certified small business enterprises.

SMALL BUSINESS/DVBE - TRACKING
State agencies are able to claim subcontracting dollars towards their SB or DVBE goals whenever the CMAS contractor subcontracts a commercially useful function to a certified SB or DVBE. The CMAS contractor will provide the ordering agency with the name of the SB or DVBE used and the dollar amount the ordering agency can apply towards its SB or DVBE goal.

SMALL BUSINESS/DVBE - SUBCONTRACTING

1. The amount an ordering agency can claim towards achieving its SB or DVBE goals is the dollar amount of the subcontract award made by the CMAS contractor to each SB or DVBE.

2. The CMAS contractor will provide an ordering agency with the following information at the time the order is quoted:
a. The CMAS contractor will state that, as the prime contractor, it shall be responsible for the overall execution of the fulfillment of the order.
b. The CMAS contractor will indicate to the ordering agency how the order meets the SB or DVBE goal, as follows:
i. List the name of each company that is certified by the Office of Small Business and DVBE Services that it intends to subcontract a commercially useful function to; and ii. Include the SB or DVBE certification number of each company listed, and attach a copy of each certification; and
iii. Indicate the dollar amount of each subcontract with a SB or DVBE that may be claimed by the ordering agency towards the SB or DVBE goal; and Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 555

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 10 iv. Indicate what commercially useful function the SB or DVBE subcontractor will be providing towards fulfillment of the order.

3. The ordering agency’s purchase order must be addressed to the prime contractor, and the purchase order must reference the information provided by the prime contractor as outlined above.

WITHHOLD LANGUAGE (SB588)
Option 1 – Withhold Language
Upon delivery or completion of ordered goods or services for which the Contractor committed to DVBE subcontractor participation, state departments must require the Contractor to certify all the following:

1. The amount and percentage of work the Contractor committed to provide to one or more DVBEs under the requirements of the contract and the amount each DVBE received from the Contractor.

2. That all payments under the contract have been made to the DVBE. Upon request, the Contractor must provide proof of payment for the work.

In accordance with the Military and Veterans Code 999.7, state departments shall withhold $10,000 from the final payment, or the full final payment if less than $10,000, if the Contractor fails to meet the certification requirements identified above. State departments shall notify the Contractor of their failure to meet the certification requirements and give the Contractor an opportunity to comply with the certification requirements. If after 30 calendar days from the date of notice, the Contractor refuses to comply with the certification requirements, the state department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000.

Option 2 – No Withhold Language
During the contract term and upon completion of the contract for which a DVBE subcontractor commitment was made, DGS-PD will require the Contractor to certify all participation commitments and payments under the contract have been made to the DVBE. Upon request by DGS-PD, the Contractor shall provide proof of payment for the work.

PRODUCT SUBSTITUTIONS
Substitution of Deliverables may not be tendered without advance written consent of the Buyer.

The Contractor must offer an equivalent or newer model of the product from the same manufacturer at the same or lower price. Contractor cannot use any specification in lieu of those contained in the Contract without written consent from the Buyer.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 556

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 11

NEW EQUIPMENT REQUIRED
The State will procure new equipment. All equipment must be new (or warranted as newly manufactured) and the latest model in current production. Used, shopworn, demonstrator, prototype, or discontinued models are not acceptable.

Where Federal Energy Management Program (FEMP) standards are available, all State agencies shall purchase only those products that meet the recommended standards. All products displaying the Energy Star label meet the FEMP standards.

SPECIAL MANUFACTURED GOODS
Any CMAS for goods to be manufactured by the CMAS contractor specifically for the State and not suitable for sale to others may require progress payments.

TRADE-IN EQUIPMENT
Trade-ins at open market price may be considered. The product description and trade-in allowance must be identified on the purchase order.

Agencies are required to adhere to SAM 3520 through 3520.6, Disposal of Personal Property and Surplus Personal Property, as applicable, when trade-ins are considered. A Property Survey Report, Standard 152, must be submitted for approval prior to disposition of any State-owned personal property, including general office furniture regardless of the acquisition value, or if the property was recorded or capitalized for accounting purposes.

STATE AGENCY BUY RECYCLED CAMPAIGN
State ordering agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery’s State Agency Buy Recycled Campaign per PCC 12200 through 12217.

Contractor will be required to complete and return a Recycled-Content Certification form

(www.calrecycle.ca.gov/contracts/forms) upon request by the state ordering agency.

ELECTRONIC WASTE RECYCLING
State agencies are required to recycle state owned surplus electronic equipment that has no useful life remaining (E-Waste) to the maximum extent possible. State agencies shall dispose of E-Waste using the services of the California Prison Industry Authority (CALPIA), unless the agency meets the pickup quantity and location exemption criteria detailed in SAM 3520.10. Electronic equipment that is usable and still retains value is not considered E-Waste and must be reutilized through DGS, Office of Fleet and Asset Management (OFAM) Surplus Personal Property Warehouse.

State agencies shall determine which equipment meets the definition of E-Waste or reusable Electronic Equipment, per the definitions provided in the SAM Management Memo (MM) 17-06.

OFAM will validate that equipment meets the appropriate definition when reviewing the submitted Property Survey Report (Standard 152).

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 557

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 12 The electronic waste recycling fee must be shown as a line item on the agency purchase order before the CMAS contractor can include it on their invoice.

See SAM 3520.10 for more information on this policy.

Information for submitting a Standard 152 can be found on the DGS OFAM surplus property website (www.dgs.ca.gov/RESD/Resources/Page-Content/Real-Estate-Services-Division- Resources-List-Folder/DGS-Surplus-Property-Homepage).

Information on the E-Waste - CALPIA Store and the E-Waste Exemption Request Form EWR- F400 c an be found at catalog.calpia.ca.gov/services/e-waste/#/ .

PRODUCT INSTALLATION
The CMAS contractor is fully responsible for all installation services performed under the CMAS.

Product installations must be performed by manufacturer authorized personnel and meet manufacturer documented specifications.

The prime contractor, as well as any subcontractors, must hold any certifications and/or licenses required for the project.

PUBLIC WORKS (INSTALLATION SERVICES ONLY)
A public works contract is defined as an agreement for “the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind” in accordance with PCC 1101. State agencies planning these types of projects need to review SCM, Volume 1, Chapters 10 and 11 for applicable guidelines and regulations. Visit the DGS, Real Estate Services Division (RESD) website
(www.dgs.ca.gov/RESD) if you have
questions about public works transactions.

Agency CMAS purchase orders may allow for public works installation only when it is incidental to the total purchase order amount.

Agencies are to ensure that the applicable laws and codes pertaining to the contractor and sub- contractor licensing, prevailing wage rates, bonding, labor code requirements, etc., are adhered to by the prime contractor as well as any subcontractor during performance under the CMAS purchase order.

The bond amount for public works is not less than 100% of the purchase order price.

NOTE: In accordance with Labor Code (LC) 1773.2, the ordering agency is responsible for determining the appropriate craft, classification or type of worker needed for any contract for public works. Also, the agency is to specify the applicable prevailing wage rates as determined by the Director of the Department of Industrial Relations (DIR). In lieu of specifying the prevailing wage rates, the agency may include a statement on the order that the prevailing wage rates are on file at the agency’s office and will be made available upon request. The prevailing wage rates are available from DIR at www.dir.ca.gov (select Statistics & Research).

Bonds: For guidelines, see CMAS, General Terms and Conditions, Public Works Requirements.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 558

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 13 State Contractor’s License: Public works services can be obtained through CMAS only if incidental to the overall purchase order. If incidental public works services are included in the purchase order, prior to issuing the order agencies should contact the State Contractor’s License Board ( www.cslb.c a.gov) to verify that the Contractor’s License shown below is still active and in good standing.

The CMAS contractor’s California Contractor's License number is 1090056. This is a Class C-10 Electrical license that is valid through 4/30/2024.

Cable and Wire: Cable and wire products that are purchased under this CMAS must be for information technology projects only (computers, telecommunications, and security systems) and cannot be used for general purpose installations.

Purchase orders for cable and wire installation services only are prohibited.

Cable and wire installations under this CMAS must be installed and tested to EIA/T I A Standards.

Agency questions regarding the purchase and/or installation of cable and wire for computers and/or telecommunications may be directed to the California Department of Technology, Statewide Telecommunications and Network Division.

PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies to all procurements of information technology equipment and software, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2, 2.E3.2.

Each equipment or software component must be in current operation for a paying customer and the paying customer must be external to the contractor’s organization (not owned by the contractor and not owning the contractor).

To substantiate compliance with the Productive Use Requirements, the CMAS contractor must provide upon request the name and address of a customer installation and the name and telephone number of a contact person.

The elapsed time such equipment or software must have been in operation is based upon the importance of the equipment or software for system operation and its cost. The following designates product categories and the required period of time for equipment or software operation prior to approval of the replacement item on CMAS.

Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software.

Cost Installation Final Bid Submission
More than $100,000 8 months 6 months
$10,000 up to $100,000 4 months 3 months
Less than $10,000 1 month 1 month
Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 559

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 14 Category 2 - All Information Technology Equipment and Non-Critical Software: Information technology equipment is defined in SAM 4819.2.

Cost Installation Final Bid Submission
More than $100,000 6 months 4 months
$10,000 up to $100,000 4 months 3 months
Less than $10,000 1 month 1 month

NOT SPECIFICALLY PRICED ITEMS
The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they fall under the parameters of the Not Specifically Priced (NSP) Items provision.

CMAS contractors must be authorized providers of the hardware, software and/or services they offer under the NSP Items provision.

Agency and CMAS contractor use of the NSP provision is subject to the following requirements:

1. Purchase orders containing only NSP items are prohibited.

2. A purchase order containing NSP items may be issued only if it results in the lowest overall alternative to the State.

3. NSP items shall be clearly identified in the order. Any product or service already specifically priced and included in the base schedule may not be identified as an NSP item.

4. NSP Installation Services: The CMAS contractor is fully responsible for all installation services performed under the CMAS. Product installations must be performed by manufacturer authorized personnel and meet manufacturer documented specifications. The prime contractor, as well as any subcontractors, must hold any certifications and/or licenses required for the project. The total dollar value of all installation services included in the purchase order cannot exceed the dollar value of the products included in the purchase order, nor can they exceed the NSP Maximum Order Limitation.

5. Maximum Order Limitation: For orders $250,000, or less, the total dollar value of all NSP items included in a purchase order shall not exceed $5,000. For orders exceeding $250,000, and at the option of the contractor, the total dollar value of all NSP items in a purchase order shall not exceed 5% of the total cost of the order or $25,000 whichever is lower.

6. An NSP item included in an order issued against a CMAS is subject to all of the terms and conditions set forth in the contract.

7. Trade-ins, upgrades, involving the swapping of boards, are permissible, where the contract makes specific provisions for this action. In those instances, where it is permitted, the purchase order must include the replacement item and a notation that the purchase involves the swapping of a board.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 560

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 15 The following NSP items are specifically excluded from any order issued under this CMAS:

1. Items not intended for use in direct support of the priced items included in the same order.

An NSP item must be subordinate to the specifically priced item that it is supporting. For example, a cable, which is not otherwise specifically priced in the base schedule, is subordinate to a specifically priced printer or facsimile machine and is eligible to be an NSP item subject to that cable meeting the remaining NSP requirements. However, a printer or facsimile machine, which is not otherwise specifically priced in the base schedule, is not subordinate to a specifically priced cable, and is not eligible to be an NSP item.

2. Supply type items, except for the minimum amount necessary to provide initial support to the priced items included in the same order.

3. Items that do not meet the Productive Use Requirements for information technology products, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2,

2.E3.2.

4. Any other item or class of items specifically excluded from the scope of this CMAS.

5. Public Works components NOT incidental to the total purchase order amount.

6. Products or services the CMAS contractor is NOT factory authorized or otherwise certified or trained to provide.

7. Follow-on consultant services that were previously recommended or suggested by the same CMAS contractor.

The CMAS contractor is required to reject purchase orders containing NSP items that do not conform to the above requirements. The CMAS contractor will promptly notify the agency issuing the non-conforming order of its non-acceptance and the reasons for its non-acceptance.

STATE AND LOCAL GOVERNMENTS CAN USE CMAS
State and local government agency use of CMAS is optional. A local government is any city, county, city and county, district, or other local governmental body or corporation, including Universities of California, California State Universities, K-12 schools, and community colleges empowered to expend public funds. While the State makes this CMAS available, each local government agency should make its own determination whether the CMAS program is consistent with its procurement policies and regulations.

PCC 10298 allows any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds to contract with suppliers awarded CMAS without further competitive bidding.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 561

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 16 See complete PCC 10298 language at
(leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC&sectionNum=10298).

PCC 10299 allows any school district empowered to expend public funds to utilize CMAS without further competitive bidding.

See complete PCC 10299 language at
(leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC&sectionNum=10299).

UPDATES AND/OR CHANGES
A CMAS supplement is not required for updates and/or changes once the update and/or change becomes effective for the base schedule, except as follows:
• A CMAS supplement is required when the CMAS is based on specific products and/or services from another contractor’s multiple award contract and the contractor wants to add a new manufacturer’s products and/or services.
• A CMAS supplement is required for new federal contract terms and conditions that constitute a material difference from existing contract terms and conditions. A material change has a potentially significant effect on the delivery, quantity or quality of items provided, the amount paid to the contractor or on the cost to the State.

SELF-DELETING BASE SCHEDULE TERMS AND CONDITIONS
Instructions, or terms and conditions that appear in the Special Items or other provisions of the base schedule and apply to the purchase, license, or rental (as applicable) of products or services by the US Government in the United States, and/or to any overseas location shall be self-deleting. (Example: "Examinations of Records" provision).

Federal regulations and standards, such as Federal Acquisition Regulation, Federal Information Resources Management Regulation, Federal Information Processing Standards, General Services Administration Regulation, or Federal Installment Payment Agreement shall be self-deleting.

Federal blanket orders and small order procedures are not applicable.

ORDER OF PRECEDENCE
The CMAS Terms and Conditions takes precedence if there is a conflict between the terms and conditions of the contractor's base schedule, packaging, invoices, catalogs, brochures, technical data sheets or other documents (see CMAS Terms and Conditions, CONFLICT OF TERMS).

APPLICABLE CODES, POLICIES AND GUIDELINES
All California codes, policies, and guidelines are applicable. The use of CMAS does not reduce or relieve state agencies of their responsibility to meet statewide requirements regarding contracting or the procurement of goods or services. Most procurement and contract codes, policies, and guidelines are incorporated into CMAS agreements. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique State processes has been included.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 562

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 17

PAYMENTS AND INVOICES

1. Payment Terms
Payment terms for this CMAS are net 45 days.

Payment will be made in accordance with the provisions of the California Prompt Payment Act, GC 927. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (1) the date of acceptance of goods or performance of services; or (2) receipt of an undisputed invoice, whichever is later.

2. Payee Data Record (Standard 204)
State Agencies not transacting in FISCal, must obtain a copy of the Payee Data Record (Standard 204) in order to process payments. State Ordering Agencies must forward a copy of the Standard 204 to their accounting offices. Without the Standard 204, payment may be unnecessarily delayed. State Agencies should contact the CMAS contractor for copies of the Payee Data Record.

3. DGS Administrative and Incentive Fees
Orders from State Agencies:

DGS will bill each State agency directly an administrative fee for use of CMAS. The administrative fee should NOT be included in the order total or remitted before an invoice is received from DGS. This administrative fee is waived for CMAS purchase orders issued to California certified small businesses.

Orders from Local Government Agencies:

CMAS contractors, who are not California certified small businesses, are required to remit to DGS an incentive fee equal to a percentage of the total of all local government agency orders (excluding sales tax and shipping) placed against their CMAS.

The incentive fee is waived for CMAS purchase orders issued to California certified small businesses.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 563

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 18

4. Contractor Invoices
Unless otherwise stipulated, the CMAS contractor must send their invoices to the agency address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following:
• CMAS number
• Agency purchase order number
• Agency Bill Code (State Only)
• Line item number
• Unit price
• Extended line item price
• Invoice total
State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.

The company name on the CMAS, purchase order and invoice must match or the State Controller’s Office will not approve payment.

5. Advance Payments
Advance payment is allowed for services only under limited, narrowly defined circumstances, i.e., between specific departments and certain types of non-profit organizations, or when paying another government agency (GC 11256 through 11263 and 11019).

It is NOT acceptable to pay in advance, except software maintenance and license fees, which are considered a subscription and may be paid in advance if a provision addressing payment in advance is included in the purchase order.

Software warranty upgrades and extensions may also be paid for in advance, one time.

6. Credit Card
The CMAS contractor accepts the State of California credit card (CAL-Card).

A purchase order is required even when the ordering department chooses to pay the CMAS contractor via the CAL-Card.

7. Leasing/Financing
California State Agencies are required to utilize the
Golden State Financial Marketplace (GS
SMart) pr ogram for all financing and leasing needs. California Local Government Agencies (counties, cities, K-12 school districts, community colleges, California State Universities, Universities of California, etc.) may utilize the GS SMart program for financing and leasing according to PCC 14937. The minimum dollar amount for Local Government Agency financing and leasing is $100,000.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 564

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 19

8. Lease/Purchase Analysis
State agencies must complete a Lease/Purchase Analysis (LPA) to determine best value when contemplating a lease/rental and retain a copy for future audit purposes (SAM 3710).

For short-term rental equipment, the lease/purchase analysis must be approved by DGS Office of legal Services.

The lease/purchase analysis for all other purchases must be approved by the Department of General Services, GS SMart State Financial Marketplace. Buyers may contact the GS SMart Administrator, Kris Bianchini via e-mail at [email protected] for further
information.

9. Leasing
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS SMart and/or Lease SMart). If payment is via the financial marketplace, the Supplier will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State’s procurement document will pay the supplier on behalf of the State.

Buyers may contact the GS SMart Administrator, Kris Bianchini via e-mail at [email protected]
for further information.

10. Maintenance Tax
The California Department of Tax and Fee Administration has ruled that in accordance with Section 1546 of the Sales and Use Tax Regulations of the Business Taxes Law Guide, whenever optional maintenance contracts include consumable supplies, such supplies are subject to sales tax.

Generally, the State has two options:

1. For agreements that provide for only maintenance services (i.e., the furnishing of labor and parts necessary to maintain equipment), the charges for the provision of maintenance services are not taxable.

2. For agreements that provide for both maintenance services and consumable supply items (i.e., toner, developer, and staples, for example), the provision of the consumable supplies is considered a taxable sale of tangible personal property. Therefore, State agencies awarding optional maintenance contracts are responsible for paying the applicable sales tax on the consumable supplies used during the performance period of the maintenance contract.

The Contractor will be required to itemize the taxable consumables for State accounting purposes.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 565

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 20

OBTAINING COPY OF ORIGINAL CMAS AND SUPPLEMENTS
A copy of a CMAS and supplements, if any, can be obtained at Cal eProcure (caleprocure.ca.gov).

A complete CMAS consists of the following:
• CMAS cover pages (which includes the signature page, ordering instructions and special provisions, and any attachments or exhibits as prepared by the CMAS Unit) • CMAS Terms and Conditions.
• Base schedule terms and conditions
• Product/service listing and prices
• Supplements, if applicable.

It is important for the agency to confirm that the required products, services, and prices are included in the CMAS and are at or below base schedule rates. To streamline substantiation that the needed items are in the base schedule, the agencies should ask the CMAS contractor to identify the specific pages from the base schedule that include the required products, services, and prices. Agencies should save these pages for their file documentation.

CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED
When a subcontractor ultimately provides all of the products or performs all of the services that a CMAS contractor has agreed to provide, and the prime contractor only handles the invoicing of expenditures, then the prime contractor's role becomes that of a fiscal agent because it is merely administrative in nature and does not provide a Commercially Useful Function. It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs.

AGENCY RESPONSIBILITY
Each agency is responsible for its own contracting program and purchasing decisions, including use of the CMAS program and associated outcomes.

This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing appropriate funding, complying with laws and policies, preparing the purchase order in a manner that safeguards the State’s interests, obtaining required approvals, and documenting compliance with GC 19130.b (3) for outsourcing services.

It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices for advice depending upon the scope or complexity of the purchase order.

If you do not have legal services available to you within your agency, DGS Office of Legal Services is available to provide services.

CONFLICT OF INTEREST
Agencies must evaluate the proposed purchase order to determine if there are any potential conflict of interest issues. See the CMAS Terms and Conditions, Conflict of Interest, for more information.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 566

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)

BLUE VIOLET NETWORKS
CMAS NO 3-17-84-0052B, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 21

FEDERAL DEBARMENT
When federal funds are being expended, the agency is required to obtain (retain in file) a signed “Federal Debarment” certification from the CMAS contractor before the purchase order is issued.

This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants; responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211).

CONTRACTOR TRAVEL
The Travel provision is not applicable to this CMAS.

LIQUIDATED DAMAGES FOR LATE DELIVERY
The value of the liquidated damages cannot be a penalty, must be mutually agreed upon by agency and contractor and included in the purchase order to be applicable.

ACCEPTANCE TESTING CRITERIA
If the agency wants to include acceptance testing for all newly installed technology systems, and individual equipment, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period, the test criteria must be included in the purchase order to be applicable.

AMERICANS WITH DISABILITY ACT
To view the DGS Accessibility Policy, please visit www.dgs.ca.gov/Configuration/Footer-Utility- Links/Accessibility/Accessibility.

Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 567
Print Date 8/5/2024 7:58:00 AM

Page 1 of 1 ends

City of Garden Grove
Compliance Summary Report
Vendor Number
Vendor Name
AM Best Rating
Insurance Carrier
Policy #
Eff. Date
Exp. Date
Coverage
V02786

BLUE VIOLET NETWORK
Compliant
A++g , XV
The Travelers Indemnity
Company of Connecticut
Y8100R561251TCT24
6/15/2024
6/15/2025
Auto Liability
A++g , XV
Travelers Property Casualty
Company of America
CUP3T4025912414
6/15/2024
6/15/2025
Excess Liability
A++g , XV
The Phoenix Insurance Company
Y6300R561238PHX24
6/15/2024
6/15/2025
General Liability
A , XV
Lloyd's Syndicate 2623 (Beazley
Furlonge Limited)
PRO00114424
6/15/2024
6/15/2025
Professional Liability
A++g , XV
Travelers Property Casualty
Company of America
UB3T0853352414G
6/15/2024
6/15/2025
Workers Comp
Risk Profile :

IT Professional Services
Required Additional Insured :

City of Garden Grove, its officers, officials, agents, employees and volunteers Docusign Envelope ID: 9B041F9C-EEB4-4421-98A4-8B4FBE05DFD9 568
Item 316/2024
Final
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Ursula Luna-Reynosa
Dept:

City Manager Dept: Economic Development and
Housing
Date: 8/13/2024

Subject: Approval of Amendment No. 2 for Quality Fence for the Caltrans Fencing Improvement Project. (Cost: $466,459.90) (Action Item)

OBJECTIVE

For the City Council to approve Amendment No. 2 to the construction agreement with Quality Fence Co. to implement Phase II of the Caltrans Fencing Improvement Project (CFIP).

BACKGROUND

In March 2023, the City Council approved a Cooperative Agreement with Caltrans, providing funding and for the City to install fencing, gates, rock slopes and gravel on unpaved slopes and narrow areas within the City and along certain underpasses of the 22 Freeway (SR-22) from Springdale Street to Garden Grove Boulevard (the “Project”). See Attachment 1 for maps of the locations (Phase I) included as part of the Cooperative Agreement. The Cooperative Agreement requires the State to reimburse the City in an amount not to exceed $1,000,000 to implement the Project. In December 2023, Quality Fence Co. was awarded a construction contract to execute the described scope and to date, Phase I is complete.

DISCUSSION

During Project implementation, the Garden Grove Police Department’s Special Resource Team (SRT) highlighted the effectiveness of deterrent fencing in preventing the rise of encampments within the City. Discussions with Caltrans emphasized the importance of fencing installation, leading Caltrans to authorize the removal of slope paving from Quality Fence Co.’s Phase I construction scope in exchange for an additional 1,000 linear footage of fencing and 20 access gates. The SRT also identified and shared with Caltrans additional locations throughout the City where fencing installations were needed. After months of discussions, on May 20, 2025, Caltrans sent the City a memorandum approving an additional Clean California allocation of $500,000 for further fencing installation.

Memorialized in the proposed Amendment No. 2 to the Cooperative Agreement (see Attachment 3) is the revised total amount from $1,000,000 to $1,500,000 for Phase II of the Project.
569
Item 316/2024

Page 2 of 3 ends

Quality Fence Co. submitted a cost proposal in the amount of $466,459.90 to implement Phase II of the Project, which is incorporated into the proposed Amendment No. 2 to the Quality Fence Co. contract (Attachment 4). Under Amendment No. 2, Quality Fence Co. will install fencing, gates, and galvanized vines and perform rock slope paving at the selected locations (see Attachment 2 for maps of Phase II fencing locations):

 LL-1: SR-22/Hoover
 LL-2: Yockey-Trask
 LL-3: SR-22/Magnolia
 LL-4: SR-22/Pedestrian Tunnel
 LL-5: SR-22/Brookhurst
 LL-6: SR-22/Taft and Euclid-Glenhaven
 LL-7: SR-22/Newhope
 LL-8: SR-22/Trask-Sorrell
 LL-9:SR-22/Harbor (Motel 6)

Quality Fence Co. has agreed to the change in their scope of work under the original contract to include these additional locations and improvements.

FINANCIAL IMPACT

Per the Cooperative Agreement with Caltrans, a hundred percent (100%) of the cost will be reimbursed by Caltrans in an amount not to exceed $1,500,000. Original allocation of $1,000,000 was increased by $500,000 per memorandum between the City and Caltrans dated May 20, 2024. Accordingly, an additional appropriation of $500,000 is requested to complete the Project.

RECOMMENDATION

It is recommended that the City Council:
 Authorize additional appropriation of $500,000 (GL: 242-711-1280-54006, JL:

GT1366000) per the Amendment to the Cooperative Agreement with Caltrans.  Authorize the City Manager to execute an Amendment to Quality Fence Co.’s construction contract in the amount of $466,459.90 for the Caltrans Fencing Improvement Project and make minor modifications, as appropriate, and execute any documents necessary to effectuate the contract on behalf of the City.

By: Christy Le, Homeless Liaison Analyst

ATTACHMENT(S)

1. CFIP Phase I - Maps of locations
570
Item 316/2024

Page 3 of 3 ends

2. CFIP Phase II - Maps of locations

3. Caltrans Cooperative Amendment No. 2

4. Quality Fence Co. Draft Amendment No. 2

571
LL-1
LL-2
LL-3
LL-4
LL-5
b
e
a
c
h
b
l
v
d
SR-22
t r a s k a v e
h
a
r
b
o
r
b
l
v
d
p e a r c e b r i d g e

CALTRANS FENCING IMPROVEMENT PROJECT
PHASE 1
LL-1
LL-2
LL-3
LL-4
LL-5
SR-22/BEACH BLVD (NORTH)
SR-22 /BEACH BLVD (SOUTH)
SR-22 (NORTH AND SOUTH)/ TRASK AVE
(BETWEEN NEWHOPE ST AND HARBOR BLVD)
SR-22 (NORTH AND SOUTH)/ TRASK AVE
(TRASK/HARBOR AND BEHIND CARDINAL AVE)
SR-22/ PEARCE PEDESTRIAN BRIDGE (NORTH AND SOUTH)

SCOPE OVERVIEW

TO INSTALL FENCING AND GATES, ROCK SLOPES AND GRAVEL ON UNPAVED

SLOPES AND NARROW AREAS IN ORANGE COUNTY IN THE CITY OF GARDEN GROVE ON ROUTE 22 FROM SPRINGDALE ST. TO GARDEN GROVE BLVD. 572
SR-22 /BEACH BLVD (NORTH)
LL-1

WORK DESCRIPTION

DEMO EXISTING CHAIN

LINK FENCE

INSTALL NEW FOOTINGS

AND LINE POSTS
INSTALL NEW 4D PANELS

LANDSCAPING
INSTALL 4' GATE

INSTALL RIP ROCK
SR-22/BEACH BLVD (SOUTH)
LL-2
after
after
before
after
PHOTOS
573
PHOTOS
before
after
after
after
before
after
before after
SR-22 (NORTH AND SOUTH)/ TRASK AVE
(BETWEEN NEWHOPE ST AND HARBOR BLVD)
LL-3

WORK DESCRIPTION

DEMO EXISTING CHAIN LINK

FENCE AND GATES

INSTALL NEW FOOTINGS AND

LINE POSTS
INSTALL NEW 4D PANELS
INSTALL 16' GATE

INSTALL RIP ROCK

INSTALL AGGREGATE BASE

INSTALL WOOD MULCH

before after
574
PHOTOS
before
after
after
after
SR-22 (NORTH AND SOUTH)/ TRASK AVE
(TRASK/HARBOR AND BEHIND CARDINAL AVE)
LL-4

DEMO EXISTING CHAIN

LINK FENCE

INSTALL NEW FOOTINGS

AND LINE POSTS
INSTALL NEW 4D PANELS
INSTALL 16' GATE

INSTALL RIP ROCK

INSTALL AGGREGATE BASE

WORK DESCRIPTION
before
after
575
PHOTOS
after
after
after
before
after
after

PEARCE PEDESTRIAN BRIDGE (NORTH AND SOUTH)
LL-5

DEMO EXISTING CHAIN

LINK FENCE

INSTALL NEW FOOTINGS

AND LINE POSTS
INSTALL NEW 4D PANELS
INSTALL 16' GATE

INSTALL RIP ROCK

WORK DESCRIPTION
after
576
LL-1
LL-2
LL-3
LL-4
LL-5
LL-6
LL-7
LL-8
LL-9

CALTRANS FENCING IMPROVEMENT PROJECT
PHASE 2
LL-1
LL-2
LL-3
LL-4
LL-5
SR-22 / HOOVER

YOCKEY-TRASK
SR-22 / MAGNOLIA
SR-22 / PEDESTRIAN TUNNEL
SR-22 / BROOKHURST

SCOPE OVERVIEW

TO INSTALL FENCING AND GATES, ROCK SLOPES AND GRAVEL ON UNPAVED

SLOPES AND NARROW AREAS IN ORANGE COUNTY IN THE CITY OF GARDEN GROVE ON ROUTE 22 FROM SPRINGDALE ST. TO GARDEN GROVE BLVD.

LL-6
LL-7
LL-8
LL-9
SR-22 / TAFT AND EUCLID-GLENHAVEN
SR-22 / NEWHOPE
SR-22 / TRASK-SORRELL
SR-22 / HARBOR (MOTEL 6)
577
SR-22 / HOOVER
LL-1

YOCKEY - TRASK
LL-2
578
SR-22 / MAGNOLIA
LL-3
579
SR-22 / PEDESTRIAN TUNNEL
LL-4
580
PHOTOS
SR-22 / BROOKHURST
LL-5
581
SR-22 / TAFT AND EUCLID-GLENHAVEN
LL-6
SR-22 / TAFT SR-22 / EUCLID-GLENHAVEN
582
SR-22 / NEWHOPE
LL-7
583
SR-22 / TRASK-SORRELL
LL-8
584
SR-22 / HARBOR (MOTEL 6)
LL-9
585
Agreement 12-0847 A2
Project No. 1222000046
EA 0T410
12-ORA-22-R1.9/10.2
Project Development Agreement 2017-02-17 (Created April 2, 2024) i

COOPERATIVE AGREEMENT COVER SHEET
Funding Summary Amendment – Funding Summary No. 03
Agreement Amendment No. 02
Work Description

TO INSTALL FENCING AND DECORATIVE PAVING AND GRAVEL ON UNPAVED

SLOPES AND NARROW AREAS IN ORANGE COUNTY IN THE CITY OF GARDEN GROVE ON ROUTE 22 FROM SPRINGDALE ST. TO GARDEN GROVE BLVD.

Contact Information
The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes.

Contact information changes do not require an amendment to this AGREEMENT.

CALTRANS
Eric Dickson, Project Manager
1750 E. 4th Street #100
Santa Ana, CA 92705
Office Phone: 949-279-8799
Email: [email protected]

CITY OF GARDEN GROVE
Ursula Luna-Reynosa, Economic Development and Housing Department Director 11222 Acacia Parkway
Garden Grove, CA 92840
Office Phone: (714) 741-5141
Email: [email protected]

586
Cover Sheet AGREEMENT 12-0847 A2
Project No. 1222000046
Project Development Agreement 2017-02-17 (Created April 2, 2024) ii Table of Contents
AMENDMENT No. 02 ......................................................................................................................... 1 FUNDING SUMMARY No. 03 ........................................................................................................... 1 FUNDING TABLE .......................................................................................................................... 1 SPENDING SUMMARY ................................................................................................................ 2 Funding ............................................................................................................................................ 3 Invoicing and Payment ..................................................................................................................... 4 Plans, Specifications, and Estimate (PS&E) ............................................................................... 5 CONSTRUCTION Support ........................................................................................................ 5 CONSTRUCTION Capital ......................................................................................................... 5 Signatures ......................................................................................................................................... 6

587
AGREEMENT 12 - 0847 A2
Project No. 1222000046
EA 0T410
12-ORA-22-R1.9/10.2
Project Development Agreement 2017-02-17 (Created April 2, 2024) 1 of 6 AMENDMENT NO. 02
FUNDING SUMMARY NO. 03

1. PARTIES, in accordance with the provisions of this AGREEMENT, hereby amend this AGREEMENT by replacing Funding Summary No. 02 in its entirety with Funding Summary NO. 03.

2. Funding Summary No. 2 increases Clean CA funding for Construction Capital by $1,000,000.

3. Funding Summary No. 3 increases Clean CA funding for Construction Capital by $500,000.

FUNDING TABLE
v. 12
IMPLEMENTING AGENCY CALTRANS CITY
Source Party Fund Type PS&E
CONST.

SUPPORT
CONST.

CAPITAL Totals
STATE CALTRANS State Clean CA 20,000 20,000 1,500,000 1,540,000 LOCAL CITY City 5,000 60,000 0 65,000
Totals 25,000 80,000 1,500,000 1,605,000

588
FUNDING SUMMARY No. 03 AGREEMENT 12 - 0847 A2
Project No. 1222000046

Project Development Agreement 2017-02-17 (Created April 2, 2024) 2 of 6

SPENDING SUMMARY
v 221
PS&E CONST. SUPPORT CONST.

CAPITAL
Fund Type CALTRANS CITY CALTRANS CITY CITY Totals
State Clean CA 20,000 0 0 20,000 1,500,000 1,540,000
City 0 5,000 0 60,000 0 65,000
Totals 20,000 5,000 0 80,000 1,500,000 1,605,000

589
FUNDING SUMMARY No. 03 AGREEMENT 12 - 0847 A2
Project No. 1222000046

Project Development Agreement 2017-02-17 (Created April 2, 2024) 3 of 6 Funding

4. If there are insufficient funds available in this AGREEMENT to place the PROJECT right-of-way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY will fund these activities until such time as PARTIES amend this AGREEMENT.

That IMPLEMENTING AGENCY may request reimbursement for these costs during the amendment process.

5. If there are insufficient funds in this AGREEMENT to implement the obligations and responsibilities of this AGREEMENT, including the applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, and/or approvals that are in effect at a time that WORK stops, each PARTY accepts responsibility to fund their respective WORK until such time as PARTIES amend this AGREEMENT.

Each PARTY may request reimbursement for these costs during the amendment process.

6. The cost of any engineering support performed by CALTRANS includes all direct and applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds administered by CALTRANS are subject to the current Program Functional Rate. All other funds are subject to the current Program Functional Rate and the current Administration Rate. The Program Functional Rate and Administration Rate are adjusted periodically.

In accordance with California law, the Administration Rate is capped at 10 percent for Self-Help Counties with a countywide sales tax measure dedicated to transportation improvements.

7. If the WORK is funded with state or federal funds, any PARTY seeking CALTRANS reimbursement of indirect costs must submit an indirect cost rate proposal and central service cost allocation plan (if any) in accordance with Local Assistance Procedures Manual, 2 CFR, Part 200 and Chapter 5. These documents are to be submitted annually to CALTRANS’ Audits and Investigations for review and acceptance prior to CALTRANS’ reimbursement of indirect costs.
590
AGREEMENT 12 - 0847 A2
Project No. 1222000046

Project Development Agreement 2017-02-17 (Created April 2, 2024) 4 of 6

8. Travel, per diem, and third-party contract reimbursements for WORK are to be paid from the funds in this AGREEMENT only after the contractor performs the work and incurs said costs.

Payments for travel and per diem will not exceed the rates paid rank and file state employees under current California Department of Human Resources (CalHR) rules current at the effective date of this AGREEMENT.

If CITY invoices for rates in excess of CalHR rates, CITY will fund the cost difference and reimburse CALTRANS for any overpayment.

9. Notwithstanding the terms of this AGREEMENT, PARTIES agree to abide by the funding guidelines for all contributed funds that are programmed and allocated by the CTC.

Invoicing and Payment

10. PARTIES will invoice for funds where the SPENDING SUMMARY shows that one PARTY provides funds for use by another PARTY. PARTIES will pay invoices within forty-five (45) calendar days of receipt of invoice when not paying with Electronic Funds Transfer (EFT). When paying with EFT, CITY will pay invoices within five (5) calendar days of receipt of invoice.

11. If CITY has received EFT certification from CALTRANS then CITY will use the EFT mechanism and follow all EFT procedures to pay all invoices issued from CALTRANS.

12. When a PARTY is reimbursed for actual cost, invoices will be submitted each month for the prior month's expenditures. After all PROJECT COMPONENT WORK is complete, PARTIES will submit a final accounting of all PROJECT COMPONENT costs. Based on the final accounting, PARTIES will invoice or refund as necessary to satisfy the financial commitments of this AGREEMENT.

13. If an executed Program Supplement Agreement (PSA) or STIP Planning, Programming, and Monitoring Program Fund Transfer Agreement (PPM) exists for this PROJECT then CITY will abide by the billing and payment conditions detailed for the fund types identified in the PSA or PPM.

14. If CALTRANS reimburses CITY for any costs later determined to be unallowable, CITY will reimburse those funds.
591
AGREEMENT 12 - 0847 A2
Project No. 1222000046

Project Development Agreement 2017-02-17 (Created April 2, 2024) 5 of 6 Plans, Specifications, and Estimate (PS&E)

15. No invoicing or reimbursement will occur for the PS&E PROJECT COMPONENT.

CONSTRUCTION Support

16. CITY will invoice and CALTRANS will reimburse for actual costs incurred and paid.

CONSTRUCTION Capital

17. CITY will invoice and CALTRANS will reimburse for actual costs incurred and paid.

592
FUNDING SUMMARY No. 03 AGREEMENT 12 - 0847 A2
Project No. 1222000046

Project Development Agreement 2017-02-17 (Created April 2, 2024) 6 of 6 Signatures
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. By signing below, the PARTIES each expressly agree to execute this AGREEMENT electronically.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA

DEPARTMENT OF

TRANSPORTATION

Adnan Maiah
Dept. Dist. Dir., Strategic Portfolio
Management

Date:

Verification of funds and authority:

Neda Saber
District Budget Manager

Certified as to financial terms and
policies:

Lai Saephan
HQ Accounting Supervisor

CITY OF GARDEN GROVE

Lisa L. Kim
City Manager

Date

Attest:

Teresa Pomeroy
City Clerk

Approved as to form and procedure:

Omar Sandoval
City Attorney

593

1 CITY OF GARDEN GROVE

AMENDMENT NO. 2

This Amendment No. 2 is made and entered into this __________________, 2024, by and between the CITY OF GARDEN GROVE, hereinafter referred to as "CITY", and QUALITY FENCE CO. hereinafter referred to as "CONTRACTOR".

WHEREAS, CONTRACTOR an d CITY entered into Contract No. P241854, dated December 12, 2023 , to furnish material, equipment, and labor for the Caltrans Fencing Improvement Project (Phase 2) , Project No. 1222000046/EA#0T410, consisting of the installation of fencing and decorative paving and gravel on unpaved slopes and narrow areas in the City of Garden Grove, County of Orange, on State Route 22, from Springdale St. to Garden Grove Blvd., as needed (the “Existing Contract”).

WHEREAS, CONTRACTOR and CITY desire to amend the Existing Contract as provided herein.

Now, therefore, it is mutually agreed, by and between the parties as follows:

Section 3, COMPENSATION - shall be amended as follows:

Contractor shall be compensated in accordance with scope of work set forth in the Existing Contract. The contract price is hereby increased by Four Hundred Sixty Six Thousand Four Hundred Fifty Nine dollars and 90/100 cents ($466,459.90) to address additional identified fencing locations , and further adjusted by removing slope paving work.

Except as expressly amended hereby, all of the terms and conditions in the Existing Contract remain in full force and effect as originally executed.

Section 4, COMMENCE OF PROJECT - shall be amended as follows:

To be amended to add one hundred eighty (180) working days.

[SIGNATURE PAGE FOLLOWS]
594

2 IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the Existing Contract to be executed by their respective officers duly authorized on the date first written above.

Date: _____________ "CITY"

CITY OF GARDEN GROVE

By: ____________________________
City Manager
ATTESTED:

____________________________
City Clerk

Date: _______________________
"CONTRACTOR"
QUALITY FENCE CO.

By: ______________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

If CONTRACTOR is a corporation, a
Corporate Resolution and/or
Corporate Seal are required. If a
partnership, Statement of
Partnership must be submitted to
CITY.

APPROVED AS TO FORM:

____________________________
Garden Grove City Attorney

________________________
Date

595

3 Exhibit “A”

596
Bid Proposal - Rev 1 Updated Scope
Bid
Item #
Description Unit Quantity Unit Cost Item Cost
1 Fence Panels LF 265 225.00$ 59,625.00$ 2 4' Gate EA 1 3,995.00$ 3,995.00$ 3 16' Gate EA 1 7,895.00$ 7,895.00$ 4 Fence Panels LF 40 225.00$ 9,000.00$ 5 4' Gate EA 0 3,995.00$ -$ 6 16' Gate EA 1 7,895.00$ 7,895.00$ 7 Fence Panels LF 210 225.00$ 47,250.00$ 8 4' Gate EA 4 3,995.00$ 15,980.00$ 9 16' Gate EA 0 7,895.00$ -$ 10 Fence Panels LF 26 225.00$ 5,850.00$ 11 4' Gate EA 1 3,995.00$ 3,995.00$ 12 16' Gate EA 0 7,895.00$ -$ 13 Fence Panels LF 146 225.00$ 32,850.00$ 14 4' Gate EA 1 3,995.00$ 3,995.00$ 15 16' Gate EA 2 7,895.00$ 15,790.00$ 16 Fence Panels LF 166 225.00$ 37,350.00$ 17 4' Gate EA 1 3,995.00$ 3,995.00$ 18 16' Gate EA 3 7,895.00$ 23,685.00$ 19 Fence Panels LF 17 225.00$ 3,825.00$ 20 4' Gate EA 0 3,995.00$ -$ 21 16' Gate EA 0 7,895.00$ -$ 22 Fence Panels LF 0 225.00$ -$ 23 4' Gate EA 0 3,995.00$ -$ 24 16' Gate EA 1 7,895.00$ 7,895.00$ 25 Fence Panels LF 200 225.00$ 45,000.00$ 26 4' Gate EA 1 3,995.00$ 3,995.00$ 27 16' Gate EA 0 7,895.00$ -$ 28 RSP CY 100 429.00$ 42,900.00$ 29 5 Gal Vines CY 20 112.00$ 2,240.00$ 30 Fence Panels LF 80 225.00$ 18,000.00$ 31 4' Gate EA 1 3,995.00$ 3,995.00$ 32 16' Gate EA 0 -$
33 Fence Panels (estmated length) LF 280 -$ -$ 34 Fence Panels (estmated length) LF 470 -$ -$ 35 Fence Panels (estmated length) LF 250 -$ -$ 36 Temporary Facilities EA 1 7,500.00$ 7,500.00$ 37 Permits/Licenses EA 1 5,000.00$ 5,000.00$ 38 Insurances/Bonds (Payment & Performance bond, etc)EA 1 18,757.25$ 18,757.25$ 39 Overhead & Profit EA 1 28,202.65$ 28,202.65$ GRAND TOTAL 466,459.90$
Location #9 | EB SR-22 | Harbor Off Ramp
Location #10 | EB SR-22 | Pearce POC
Indirect Costs
Rev1 - Location #11 | Newhope Underpass | West Side
Rev1 - Location #12 | Yocky North of Trask | West Side
Rev1 - Location #13 |WB 22 FWY Off Ramp East Side
Location #5 | SR-22 | Brookhurst
Location #6 | SR-22 | Taft
Location #7 | EB SR-22 | Euclid Off
Location #8 | WB SR-22 | Glen Haven
Location #1 | SR-22 | Hoover
Location #2 | EB SR-22 | Magnolia On Ramp
Location #3 | SR-22 | Ped Tunnel
Location #4 | WB SR-22 | Brookhurst On Ramp
597
Item 325/2024
Final
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: William E. Murray
Dept:

City Manager Dept: Public Works
Date: 8/13/2024

Subject: Award a contract to R.J. Noble Company for the 2024 Arterial Streets Rehabilitation Project, City Project No. CP-1376000.
(Cost:$8,270,264)(Action Item)

OBJECTIVE

For City Council to award a contract to R.J. Noble Company for 2024 Arterial Streets Rehabilitation Project, City Project No. CP -1376000, for the following street segments: Chapman Avenue from Harbor Boulevard to Lewis Street; Lampson Avenue from City Limits to Valley View Street; Lampson Avenue from Nelson Street to Euclid Street; Trask Avenue from Brookhurst Street to Benton Street; Dale Avenue from Garden Grove Boulevard to Lampson Avenue; Garden Grove Boulevard from Magnolia Street to Gilbert Street; Longden Street from Anthony Avenue to Stanford Avenue; Stanford Avenue from Longden Street to Owen Street; Cerulean Avenue from Valley View Street to Topaz Street; and Wakefield Avenue from Euclid Street to City Limits.

BACKGROUND

Each street will be addressed with different rehabilitation measures to properly manage the unique circumstances and will involve some or most of the following elements: removing and reconstructing failed pavement areas, cold milling, asphalt rubber aggregate membrane (ARAM), full depth reclamation with cement treated base, asphalt paving, replacement of concrete curb and gutter, cross gutter, local depression, driveway, sidewalk, and curb ramps, adjustment of utility covers to finish grade, catch basin inlet screens, conduit and pullbox installation, restoration of traffic striping, signing, pavement marking and markers, installation of traffic loops, and reestablishment of centerline ties and monuments.

DISCUSSION

Staff solicited bids for this project pursuant to Municipal Code Section 2.50.100. Three (3) qualified bids were received at the City Clerk's office by 11:00 a.m. on July 24, 2024. The lowest qualified contractor was R.J. Noble Company, with a total bid of 598
Item 325/2024

Page 2 of 2 ends

$8,270,264. This bid amount is within the current project budget. The licenses and references of the contractor have been reviewed and verified by staff, and all other documentation is in order.

The anticipated contract schedule is as follows:

Award contract August 13, 2024 Begin construction (estimated) September 13, 2024 Complete construction (estimated) March 27, 2025

FINANCIAL IMPACT

The 2024 Arterial Streets Rehabilitation Project is included in the Fiscal Year 2024 - 25 adopted Capital Improvement Plan budget and is funded by Gas Tax and General Fund dollars allocated to the Pavement Management Acceleration Program. No additional appropriation is needed.

RECOMMENDATION

It is recommended that the City Council:

 Award a contract to RJ Noble Company, in the amount of $8,270,264 for 2024 Arterial Streets Rehabilitation Project, City Project No. CP-1376000; and

 Authorize the City Manager to execute an agreement with RJ Noble Company, and make minor modifications as appropriate thereto, on behalf of the City.

By: Nick Hsieh, P.E., Associate Engineer

ATTACHMENTS

1. Summary Sheet

2. Construction Agreement

599

ATTACHMENT 1

CITY OF GARDEN GROVE

PUBLIC WORKS DEPARTMENT

ENGINEERING DIVISION

BID SUMMARY SHEET

FOR

2024 ARTERIAL STREETS REHABILITATION PROJECT
CITY PROJECT NO. CP-1376000

BID OPENING: DATE: JULY 24, 2024 TIME: 11:00 A.M.

ENGINEER’S ESTIMATE: $ 8,617,295.00

Bidder’s Name Total Bid % Under/Over
Engrs. Est
RJ Noble Company, Orange $8,270,264.00 4.03% Under
All American Asphalt, Corona $8,376,187.00 2.81% Under
Sully-Miller Contracting Company, Brea $9,671,630.00 12.23% Over

600

±
&216758&7,21$*5((0(17

5-12%/(&203$1<
7+,6 $*5((0(17 LV PDGH WKLV WK GD\ RI $XJXVW E\ WKH &,7< 2) *$5'(1 *529( D PXQLFLSDO FRUSRUDWLRQ
&,7<
DQG 5- 12%/( &203$1< KHUHLQDIWHU UHIHUUHG WR DV

&2175$&725

5(&,7$/6

7KHIROORZLQJUHFLWDOVDUHDVXEVWDQWLYHSDUWRIWKLV$JUHHPHQW
7KLV$JUHHPHQWLVHQWHUHGLQWRSXUVXDQWWR*DUGHQ*URYH&LW\ &RXQFLO$XWKRUL]DWLRQ GDWHG $XJXVW

&,7<GHVLUHVWRXWLOL]HWKHVHUYLFHVRI&2175$&725WRIXUQLV KPDWHULDOHTXLSPHQWDQG ODERUIRUWKH $57(5,$/675((765(+$%,/,7$7,21352-(&7&LW\3URMHFW 1R&3±

&2175$&725 LV TXDOLILHG E\ YLUWXH RI H[SHULHQFH WUDLQLQJ HGXFDWLRQ DQG H[SHUWLVH WRDFFRPSOLVKVHUYLFHV
$*5((0(17
7+(3$57,(60878$//<$*5(($6)2//2:6

*HQHUDO &RQGLWLRQV &2175$&725 FHUWLILHV DQG DJUHHV WKDW DOO WKH WHUPV FRQGLWLRQV DQG REOLJDWLRQV RI WKH &RQWUDFW 'RFXPHQWV DV KHUHLQDIWHU GHILQHG WKH ORFDWLRQ RI WKH MRE VLWH DQG WKH FRQGLWLRQV XQGHU ZKLFK WKH ZRUN LV WR EH SHUIRUPHG KDYH EHHQ WKRURXJKO\ UHYLHZHG DQG HQWHUV LQWR WKLV &RQWUDFW EDVHG XSRQ &2175$&725 6 LQYHVWLJDWLRQ RI DOO
VXFKPDWWHUVDQGLVLQQRZD\UHO\LQJXSRQDQ\RSLQLRQVRUUHSU HVHQWDWLRQVRI&,7<,WLV DJUHHG WKDW WKLV &RQWUDFW UHSUHVHQWV WKH HQWLUH DJUHHPHQW ,WLV IXUWKHU DJUHHG WKDW WKH &RQWUDFW 'RFXPHQWV LQFOXGLQJ WKH 1RWLFH ,QYLWLQJ %LGV 6SHFLDO,QVWUXFWLRQV WR %LGGHUV LI DQ\ 3ODQV 6SHFLILFDWLRQV DQG &2175$&725
V 3URSRVDO DUH LQFR USRUDWHG LQ WKLV
&RQWUDFWE\UHIHUHQFHZLWKWKHVDPHIRUFHDQGHIIHFWDVLIWKHVDPHZHUHVHWIRUWKDWOHQJWK KHUHLQ DQG WKDW &2175$&725 DQG LWV VXEFRQWUDFWRUV LI DQ\ ZLOO E H D Q G D U H E R X Q G E \ DQ\ DQG DOO RI VDLG &RQWUDFW 'RFXPHQWV LQVRIDU DV WKH\ UHODWH LQ DQ\ SDUW RU LQ DQ\ ZD\ GLUHFWO\RULQGLUHFWO\WRWKHZRUNFRYHUHGE\WKLV&RQWUDFW
"Project" DV XVHG KHUHLQ GHILQHV WKH HQWLUH VFRSH RI WKH ZRUN FRYHUHG E\D O O W K H & R Q W U D F W 'RFXPHQWV $Q\WKLQJ PHQWLRQHG LQ WKH 6SHFLILFDWLRQV DQG QRW LQGLFDWHG LQ WKH 3ODQV RU LQGLFDWHG LQ WKH 3ODQV DQG QRW PHQWLRQHG LQ WKH 6SHFLILFDWLRQV VKDOO EH RI OLNH HIIHFW DV LI LQGLFDWHGDQGPHQWLRQHGLQERWK,QFDVHRIGLVFUHSDQF\LQWKH3ODQVRU6SHFLILFDWLRQVWKH PDWWHU VKDOO EH LPPHGLDWHO\ VXEPLWWHG WR &,7<¶6 (QJLQHHU ZLWKR XW ZKRVH GHFLVLRQ &2175$&725VKDOOQRWDGMXVWVDLGGLVFUHSDQF\VDYHRQO\DW&2175 $&725 6RZQULVN
DQGH[SHQVH7KHGHFLVLRQRIWKH(QJLQHHUVKDOOEHILQDO
601
6(&7,21$*5((0(17
&RQWLQXHG

0DWHULDOVDQG/DERU &2175$&725VKDOOIXUQLVKXQGHUWKHFRQGLWLRQVH[SUHVVHGLQWKH 3ODQV DQG 6SHFLILFDWLRQV DW &2175$&725
6 RZQ H[SHQVH DOO ODER U DQG PDWHULDOV
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
$57(5,$/ 675((76 5(+$%,/,7$7,21
352-(&7&LW\3URMHFW1R&3±
3ODQVDQG6SHFLILFDWLRQV 7KHZRUNWREHGRQHLVVKRZQLQDVHWRIGHWDLOHG3ODQVDQG 6SHFLILFDWLRQV HQWLWOHG
$57(5,$/ 675((76 5(+$%,/,7$7,21 352-(&7 &LW\ 3URMHFW1R&3± 6DLG3ODQVDQG6SHFLILFDWLRQVDQGDQ\UHYLVLRQDPHQGPHQWV RU DGGHQGD WKHUHWR DUH DWWDFKHG KHUHWR DQG LQFRUSRUDWHG KHUHLQDV SDUW RI WKLV &RQWUDFW DQGUHIHUUHGWRE\UHIHUHQFH7KHZRUNWREHGRQHPXVWDOVREH LQDFFRUGDQFHZLWKWKH *HQHUDO 3URYLVLRQV 6WDQGDUG 6SHFLILFDWLRQV DQG 6WDQGDUG 3ODQVRI WKH &,7< ZKLFK DUH DOVRLQFRUSRUDWHGKHUHLQDQGUHIHUUHGWRE\UHIHUHQFH 7LPHRI&RPPHQFHPHQWDQG&RPSOHWLRQ &2175$&725VKDOOKDYHWHQ
ZRUNLQJ
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

FLW\ZRUNLQJGD\VWKH&,7<PD\WKHQUHVFLQG
WKH DZDUG RI WKH &RQWUDFW DQG WKHQ DZDUG WKH &RQWUDFW WR WKH QH[W ORZHVW UHVSRQVLYH DQG UHVSRQVLEOHELGGHU
7KH&RQWUDFWWLPHVKDOOEHJLQRQ6HSWHPEHUSHUWKH1RWLFHWR3URFHHGLVVXHG E\ WKH &LW\ DQG WKH &2175$&725 DJUHHV WR VXEPLW VKRS GUDZLQJVZLWKLQ IRXUWHHQ

FDOHQGDU GD\V )XUWKHU XSRQ UHFHLSW RI WKH 1RWLFH WR 3URFHHG WKH &2175$&725 VKDOO GLOLJHQWO\ SURVHFXWH WKH ZRUN ZLWKLQ120 (One Hundred and Twenty) working days W R FRPSOHWLRQ DV UHTXLUHG SHU WKH SODQV DQG VSHFLILFDWLRQV H[FOXGL QJ GHOD\V FDXVHG RU DXWKRUL]HGE\WKH&,7<DVVHWIRUWKLQ6HFWLRQVDQG KHUHRI
7LPHLVRIWKH(VVHQFH 7LPHLVRIWKHHVVHQFHRIWKLV&RQWUDFW &RQWUDFWRU VKDOO KDYHIRXUWHHQ

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

FDOHQGDU GD\V WKH &,7< PD\ WKHQ UHVFLQG WKH
DZDUG RI WKH &RQWUDFW DQG WKHQ DZDUG WKH &RQWUDFW WR WKH QH[W ORZHVW UHVSRQVLEOH DQG UHVSRQVLYHELGGHU
602
6(&7,21$*5((0(17
&RQWLQXHG

$VUHTXLUHGE\WKH&RQWUDFW'RFXPHQWV&2175$&725VKDOOSUHSDUHDQGREWDLQDSSURYDO RIDOOVKRSGUDZLQJVGHWDLOVDQGVDPSOHVDQGGRDOORWKHUWKL QJVQHFHVVDU\DQGLQFLGHQWDO WRWKHSURVHFXWLRQRI&2175$&725
6ZRUNLQFRQIRUPDQFHZLWKDQDSSURYHGFRQVWUXFWLRQ
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
([FXVDEOH 'HOD\V &2175$&725 VKDOO EH H[FXVHG IRU DQ\ GHOD\ LQ WKH SURVHFXWLRQRU FRPSOHWLRQ RI WKH 3URMHFW FDXVHG E\ DFWV RI *RG LQFOHPHQW ZHDWKHU
GDPDJHV FDXVHG E\
ILUHRURWKHUFDVXDOW\IRUZKLFK&2175$&725LVQRWUHVSRQVLEOH DQ\DFWRIQHJOLJHQFHRU
GHIDXOWRI&,7<
IDLOXUHRI&,7<WRPDNHWLPHO\SD\PHQWVWR&2175$&725
ODWHGHOLYHU\RI
PDWHULDOV UHTXLUHG E\ WKLV &2175$&7 WR EH IXUQLVKHG E\ &,7< FRPELQHG DFWLRQ RI WKH
ZRUNHUV LQ QR ZD\ FDXVHG E\ RU UHVXOWLQJ IURP GHIDXOW RU FROOXV LRQ RQ WKH SDUW RI &2175$&725
DORFNRXWE\&,7<
RUDQ\RWKHUGHOD\VXQIRUHVHHQE\&2175$&725DQG
EH\RQG&2175$&725
6UHDVRQDEOHFRQWURO

&,7< VKDOO H[WHQG WKH WLPH IL[HG LQ 6HFWLRQ KHUHLQ IRU FRPSOHWLRQ RI WKH 3URMHFW E\ WKH QXPEHU RI GD\V &2175$&725 KDV WKXV EHHQ GHOD\HG SURYLGHG WKDW &2175$&725 SUHVHQWV D ZULWWHQ UHTXHVW WR &,7< IRU VXFK WLPH H[WHQVLRQ ZLWKL Q I L I W H H Q
G D \ V R I W K H
FRPPHQFHPHQWRIVXFKGHOD\DQG&,7<ILQGVWKDWWKHGHOD\LVMXVWLILHG&,7< 6GHFLVLRQZLOO
EH FRQFOXVLYH RQ WKH SDUWLHV WR WKLV &RQWUDFW )DLOXUH WR ILOH VXFK UHTXHVW ZLWKLQ WKH WLPH DOORZHGVKDOOEHGHHPHGDZDLYHURIWKHFODLPE\&2175$&725
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
*5((1%22.
7KH&,7<¶6GHFLVLRQZL OOEHFRQFOXVLYHRQDOO
SDUWLHVWRWKLV&RQWUDFW

([WUD :RUN 7KH &RQWUDFW SULFH LQFOXGHV FRPSHQVDWLRQ IRU DOO ZRUN SHUIRUP HG E\ &2175$&725 XQOHVV &2175$&725 REWDLQV D ZULWWHQ FKDQJH RUGHU VL JQHG E\ D GHVLJQDWHG UHSUHVHQWDWLYH RI &,7< VSHFLI\LQJ WKH H[DFW QDWXUH RI WKH H[WUD ZRUN DQG WKH DPRXQW RI H[WUD FRPSHQVDWLRQ WR EH SDLG DOO DV PRUH SDUWLFXODUO\ VHW IRUWK LQ 6HFWLRQ
KHUHRI

&,7<VKDOOH[WHQGWKHWLPHIL[HGLQ6HFWLRQIRUFRPSOHWLRQ RIWKH3URMHFWE\WKHQXPEHU RIGD\VUHDVRQDEO\UHTXLUHGIRU&2175$&725WRSHUIRUPWKHH[WUDZRUNDVGHWHUPLQHGE\ &,7<¶6(QJLQHHU7KHGHFLVLRQRIWKH(QJLQHHUVKDOOEHILQDO 603
6(&7,21$*5((0(17
&RQWLQXHG

&KDQJHVLQ3URMHFW

&,7< PD\ DW DQ\ WLPH ZLWKRXW QRWLFH WR DQ\ VXUHW\ E\ ZULWWHQ RUGHU GHVLJQDWHG RU LQGLFDWHG WR EH D FKDQJH RUGHU PDNH DQ\ FKDQJH LQ WKH ZRUN ZLWKLQ WKH JHQHUDO VFRSHRIWKH&RQWUDFWLQFOXGLQJEXWQRWOLPLWHGWRFKDQJHV
D ,QWKH6SHFLILFDWLRQV
LQFOXGLQJGUDZLQJVDQGGHVLJQV

E ,QWKHWLPHPHWKRGRUPDQQHURISHUIRUPDQFHRIWKHZRUN
F ,QWKH&,7<IXUQLVKHGIDFLOLWLHVHTXLSPHQWPDWHULDOVVHUYLFHVRUVLWH RU
G 'LUHFWLQJDFFHOHUDWLRQLQWKHSHUIRUPDQFHRIWKHZRUN ,I&2175$&725EHOLHYHVWKDWWKHZULWWHQRUGHULVVXHGDVSDUWRIWKLV6HFWLRQ
KDVFDXVHGDQLQFUHDVHLQFRVWVRUWLPHWKH&2175$&725VKDOOV XEPLWDZULWWHQ UHTXHVWIRUHTXLWDEOHDGMXVWPHQWWRWKH&,7<WKDWLQFOXGHVDGHWDLOHGFRVWEUHDNGRZQ DQGWLPHLPSDFWDQDO\VLVLQVXIILFLHQWGHWDLOWRDOORZWKH&,7<WRDQDO\]HWKHUHTXHVW 6DLG QRWLFH VKDOO EH VXEPLWWHG YLD FHUWLILHG PDLO ZLWKLQ WZHQW\
GD\V RI WKH
&2175$&725¶6 UHFHLSW RI WKH ZULWWHQ RUGHU &2175$&725¶6 IDLOXUH WR VXEPLW WKHZULWWHQUHTXHVWIRUHTXLWDEOHDGMXVWPHQWZLWKLQWKHUHTXLUHGWZHQW\
GD\VVKDOO
FRQVWLWXWH D ZDLYHU RI DQ\ SRWHQWLDO FKDQJH RUGHU RU FODLP IRUVDLG DOOHJHG FKDQJH 7KH &,7< VKDOO UHYLHZ &2175$&725¶6 UHTXHVW DQG VKDOO SURYLGH D ZULWWHQ UHVSRQVHZLWKLQWKLUW\

GD\VRIUHFHLSWRIWKHUHTXHVWHLWKHUDSSURYLQJRUGHQ\LQJ WKHUHTXHVW

$ FKDQJH PD\ DOVR EH DQ\ RWKHU FRQIOLFW GLIILFXOW\ RU LVVXH Z KLFK WKH &2175$&725 EHOLHYHV FDXVHG DQ\ FKDQJH WR WKH &2175$&725¶6 FRVWVR U SURMHFW VFKHGXOH SURYLGHG &2175$&725 JLYHV WKH &,7< ZULWWHQ QRWLFH DQG D UHTXHVWIRUHTXLWDEOHDGMXVWPHQWWKDWLQFOXGHVDGHWDLOHGFRVW EUHDNGRZQDQGWLPH LPSDFW DQDO\VLV LQ VXIILFLHQW GHWDLO WR DOORZ WKH &,7< WR DQDO\]H WKH UHTXHVW 7KH QRWLFH VKDOO DOVR VWDWH WKH GDWH WKH &2175$&725 EHFDPH DZDUH RI WKH LVVXH FLUFXPVWDQFHVDQGVRXUFHRIWKHLV VXHDQGWKDW&2175$&725UHJDU GVWKHLVVXH DVDFKDQJHRUGHU6DLGZULWWHQQRWLFHVKDOOEHGHOLYHUHGWRW KH&,7<YLDFHUWLILHG PDLO ZLWKLQ WZHQW\

GD\V RI &2175$&725¶6 ILUVW QRWLFH RI WK H LVVXH &2175$&725¶6IDLOXUHWRVXEPLWWKHQRWLFHZKLFKLQFOXGHVWKHZ ULWWHQUHTXHVW IRU HTXLWDEOH DGMXVWPHQW ZLWKLQ WKH UHTXLUHG WZHQW\
GD\V VKDOO FRQVWLWXWH D
ZDLYHU RI DQW SRWHQWLDOFKDQJH RUGHU RU FODLP IRU VDLG DOOHJHGFKDQJH 7KH &,7< VKDOOUHYLHZ&2175$&725¶6UHTXHVWDQGVKDOOSURYLGHDZULWWHQU HVSRQVHZLWKLQ WKLUW\

GD\VRIUHFHLSWRIWKHUHTXHVWHLWKHUDSSURYLQJRUGHQ\LQJWKHUHTXHVW
([FHSWDVSURYLGHGLQWKLV6HFWLRQ
QRRUGHUVWDWHPHQWR UFRQGXFWRIWKH&,7<
RULWVUHSUHVHQWDWLYHVVKDOOEHWUHDWHGDVDFKDQJHXQGHUWKLV 6HFWLRQ RUHQWLWOH
&2175$&725WRDQHTXLWDEOHDGMXVWPHQW

([FHSWIRUFODLPVEDVHGRQGHIHFWLYHVSHFLILFDWLRQVQRFODLP IRUDQ\FKDQJHXQGHU SDUDJUDSK
RU
DERYHVKDOOEHDOORZHGIRUDQ\ZRUNSHUIRUPHGPRUHWKDQ GD\VEHIRUH WKH&2175$&725JLYHV ZULWWHQQRWLFH DV UHTXLUHGLQ SDUDJUDSKV
DQG
,Q WKH FDVH RI GHIHFWLYH VSHFLILFDWLRQV IRU ZK L F K W K H & , 7 < L V UHVSRQVLEOH WKH HTXLWDEOH DGMXVWPHQW VKDOO LQFOXGH DQ\ LQFUHDV HG GLUHFW FRVW &2175$&725 UHDVRQDEO\ LQFXUUHG LQ DWWHPSWLQJ WR FRPSO\ ZLWK WKRVH GHIHFWLYH VSHFLILFDWLRQV

604
6(&7,21$*5((0(17
&RQWLQXHG

,I&2175$&725LQWHQGVWRDVVHUWDFODLPIRUDQHTXLWDEOHDGMXV WPHQWXQGHUWKLV 6HFWLRQ
LWPXVWZLWKLQWKLUW\

GD\VDIWHUUHFHLSWRIDGHQLDORIDUHTXHVWIRU
HTXLWDEOHDGMXVWPHQWXQGHUSDUDJUDSKV
DQG
VXEPLWDZULWWHQVWDWHPHQW
WR WKH &,7< VHWWLQJ IRUWK WKH JHQHUDO QDWXUH DQG PRQHWDU\ H[WHQW RI VXFK FODLP 7KH&,7< PD\H[WHQGWKHGD\SHULRG&2175$&725¶6IDLOXUHWR VXEPLWWKH QRWLFHRIDFODLPZLWKLQWKHUHTXLUHGWKLUW\

GD\VVKDOOFRQVWLWXWHDZDLYHURIWKH
FODLPE\WKH&2175$&725

1RFODLPE\&2175$&725IRUDQHTXLWDEOHDGMXVWPHQWVKDOOEHDO ORZHGLIPDGH DIWHUILQDOSD\PHQWXQGHUWKLV$JUHHPHQW

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
V FRVW RU FUHGLW SURSRVDO IRU FKDQJH LQ WKH ZRUN 'LVSXWHGZRUNVKDOOEHSHUIRUPHGDVRUGHUHGLQZULWLQJE\WKH&,7<DQGWKHSURSHU FRVW RU FUHGLW EUHDNGRZQV WKHUHIRUH VKDOO EH VXEPLWWHG ZLWKRXW GHOD\ E\ &2175$&725WR&,7<
/LTXLGDWHG 'DPDJHV IRU 'HOD\7KH SDUWLHV DJUHH WKDW LI WKH WRWDO ZRUN FDOOHG IRU XQGHU WKLV &RQWUDFW LQ DOO SDUWV DQG UHTXLUHPHQWV LV QRW FRPSOHWHGZLWKLQ WKH WLPH VSHFLILHG LQ 6HFWLRQ KHUHLQ SOXV WKH DOORZDQFH PDGH IRU GHOD\V RU H[WHQVLRQV DXWKRUL]HG XQGHU 6HFWLRQV DQG
KHUHLQ WKH &,7< ZLOO VXVWDLQ GDPDJHZKLFK ZRXOG EH H[WUHPHO\ GLIILFXOW DQG LPSUDFWLFDO WR DVFHUWDLQ 7KH SDUWLHV WKHUHIRUHDJUHH WKDW &2175$&725 ZLOO SD\ WR &,7< WKH VXP RI 7ZR 7KRXVDQG 'ROODUV

SHU GD\ IRU HDFK DQG HYHU\
FDOHQGDUGD\GXULQJZKLFKFRPSOHWLRQRIWKH3URMHFWLVVRGHOD\ HG&2175$&725DJUHHV WR SD\ VXFK OLTXLGDWHG GDPDJHV DQG IXUWKHU DJUHHV WKDW &,7< PD\ RIIVHW WKH DPRXQW RI OLTXLGDWHG GDPDJHV IURP DQ\ PRQLHV GXH RU WKDW PD\ EHFRPH GXH &2175$&725 XQGHU WKH&RQWUDFW
&RQWUDFW 3ULFH DQG 0HWKRG RI 3D\PHQW &,7< DJUHHV WR SD\ DQG WKH &2175$&725 DJUHHVWRDFFHSWDVIXOOFRQVLGHUDWLRQIRUWKHIDLWKIXOSHUIRUPDQFHRIWKLV&RQWUDFWVXEMHFWWR DQ\VXEVHTXHQWDGGLWLRQVRUGHGXFWLRQVDVSURYLGHGLQDSSURYHGFKDQJHRUGHUVWKHVXPRI (LJKW0LOOLRQ7ZR+XQGUHG6HYHQW\7KRXVDQG7ZR+XQGUHGDQG6L[ W\)RXU'ROODUV DQG1R&HQWV

DVLWHPL]HGLQWKHELGSURSRVDO

3URJUHVV SD\PHQWV VKDOO EH PDGH WR WKH &2175$&725 RQ D PRQWKO\EDVLV IRU HDFK VXFFHVVLYHPRQWKDVWKHZRUNSURJUHVVHV7KH&2175$&725VKDOOEHSDLGVXFKVXPDV ZLOOEULQJWKHWRWDOSD\PHQWVUHFHLYHGVLQFHWKHFRPPHQFHPHQWRIWKHZRUNXSWRQLQHW\ILYH SHUFHQW

RIWKHYDOXHRIWKHZRUNFRPSOHWHGOHVVDOOSUHYLRXVSD\PHQWVSURYLGHGWKDW WKH&2175$&725VXEPLWVWKHUHTXHVWIRUSD\PHQWSULRUWRWKHHQGRIWKHGD\UHTXLUHGWR PHHWWKHSD\PHQWVFKHGXOH7KH&,7<ZLOOUHWDLQILYHSHUFHQW
RIWKHDPRXQWRIHDFK
VXFKSURJUHVVHVWLPDWHDQGPDWHULDOFRVWXQWLOGD\VDIWHUWKHUHFRUGDWLRQRIWKH1RWLFHRI &RPSOHWLRQ
3D\PHQWVVKDOOEHPDGHRQGHPDQGVGUDZQLQWKHPDQQHUUHTXLUHG E\ODZDFFRPSDQLHG E\ D FHUWLILFDWH VLJQHG E\ WKH &,7<¶6 (QJLQHHU VWDWLQJ WKDW WKH ZRUN IRU ZKLFK SD\PHQW LV GHPDQGHG KDV EHHQ SHUIRUPHG LQ DFFRUGDQFH ZLWK WKH WHUPV RI WKH& R Q W U D F W 3 D U W L D O 605
6(&7,21$*5((0(17
&RQWLQXHG

SD\PHQWVRIWKH&RQWUDFWSULFHVKDOOQRWEHFRQVLGHUHGDVDQDFFHSWDQFHRIDQ\SDUWRIWKH ZRUN
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¶6 (QJLQHHU LWV DIILGDYLW VWDWLQJ WKDW DOO ZRUNHUV DQG SHUVRQV HPSOR\HG DOO ILUPV VXSSO\LQJ PDWHULDOV DQG DOO VXEFRQWUDFWRUV XSRQ WKH 3URMHFW KDYHEHHQSDLGLQIXOODQGWKDWWKHUHDUHQRFODLPVRXWVWDQGLQJDJDLQVWWKH3URMHFWIRUHLWKHU ODERU RU PDWHULDO H[FHSW WKRVH FHUWDLQ LWHPV LI DQ\ WR EH VHW IRUWK LQ DQ DIILGDYLW FRYHULQJ GLVSXWHG FODLPV RU LWHPV LQ FRQQHFWLRQ ZLWK 6WRS 1RWLFHV ZKLFK KDYH EHHQ ILOHG XQGHU WKH SURYLVLRQV RI WKH VWDWXWHV RI WKH 6WDWH RI &DOLIRUQLD &,7< PD \ UHTXLUH DIILGDYLWV RU FHUWLILFDWHVRISD\PHQWDQGRUUHOHDVHVIURPDQ\VXEFRQWUDFWRUODERUHURUPDWHULDOVXSSOLHU &2175$&725
V(PSOR\HHV&RPSHQVDWLRQ
*HQHUDO 3UHYDLOLQJ 5DWH &,7< KDV DVFHUWDLQHG &2175$&725 VKDOO FRPSO\ ZLWK DOO DSSOLFDEOH UHTXLUHPHQWV RI 'LYLVLRQ 3DUW &KDSWHU RI WKH &DOLIRUQLD /DERU &RGH DQG DOO DSSOLFDEOH IHGHUDO UHTXLUHPHQWV U HVSHFWLQJ WKH SD\PHQWRISUHYDLOLQJZDJHV,IWKHUHLVDGLIIHUHQFHEHWZHHQW KHPLQLPXPZDJH UDWHV SUHGHWHUPLQHG E\ WKH 6HFUHWDU\ RI /DERU DQG WKH SUHYDLOLQJ ZDJH UDWHV GHWHUPLQHG E\ WKH 'LUHFWRU RI WKH 'HSDUWPHQW RI ,QGXVWULDO 5HODWLRQV ',5
IRU
VLPLODU FODVVLILFDWLRQV RI ODERU WKH &2175$&725 DQG LWV 6XEFRQWUDFWRUV VKDOO SD\QRWOHVVWKDQWKHKLJKHUZDJHUDWH7KH',5ZLOOQRWDFFHSW ORZHU6WDWHZDJH UDWHVQRWVSHFLILFDOO\LQFOXGHGLQWKH)HGHUDOPLQLPXPZDJHGHW HUPLQDWLRQV7KLV LQFOXGHV KHOSHU
RU RWKHU FODVVLILFDWLRQV EDVHG RQ KRXUV RI H[SHULHQFH RU DQ\
RWKHU FODVVLILFDWLRQ QRW DSSHDULQJ LQ WKH )HGHUDO :DJH GHWHUPLQDWLRQV :KHUH )HGHUDO ZDJH GHWHUPLQDWLRQV GR QRW FRQWDLQ WKH 6WDWH ZDJH UDWHGHWHUPLQDWLRQ RWKHUZLVH DYDLODEOH IRU XVH E\ WKH &2175$&725 DQG 6XEFRQWUDFWRU V WKH &2175$&725 DQG LWV 6XEFRQWUDFWRUV VKDOO SD\ QRW OHVV WKDQ WKH ) HGHUDO 0LQLPXP ZDJH UDWH ZKLFK PRVW FORVHO\ DSSUR[LPDWHV WKH GXWLHV RI WKH HPSOR\HHVLQTXHVWLRQ
)RUIHLWXUHIRU9LRODWLRQ &2175$&725VKDOODVDSHQDOW\WRWKH&,7< IRUIHLW RQH KXQGUHG GROODUV

IRU HDFK FDOHQGDU GD\ RUS R U W L R Q W K H U H R I I R U HDFKZRUNHUSDLG
HLWKHUE\WKH&2175$&725RUDQ\VXEFRQWUDFWRUXQGHULW
OHVV
WKDQ WKH SUHYDLOLQJ UDWH RI SHU GLHP ZDJHV DV VHW E\ WKH 'LUHFWRU RI ,QGXVWULDO 5HODWLRQVLQDFFRUGDQFHZLWK6HFWLRQVRIWKH&DOLIRUQLD/DERU&RGHIRU WKH ZRUN SURYLGHG IRU LQ WKLV &RQWUDFW DOO LQ DFFRUGDQFH ZLWK6HFWLRQ RI WKH /DERU&RGHRIWKH6WDWHRI&DOLIRUQLD
$SSUHQWLFHV 6HFWLRQDQGRIWKH/DERU&RGHRIWKH 6WDWH RI &DOLIRUQLD UHJDUGLQJ WKH HPSOR\PHQW RI DSSUHQWLFHV LV DSSOLFDEOH WR WKLV &RQWUDFW DQG WKH &2175$&725 VKDOO FRPSO\ WKHUHZLWK SURYLGHG KRZHYHUWKDW
WKLV UHTXLUHPHQW VKDOO QRW DSSO\ LI DQGRU WR WKH H[WHQW WKDW WKH &RQWUDFW RI WKH JHQHUDO &2175$&725 RU WKH FRQWUDFWV RI VSHFLDOW\ FRQWUDFWRUV QRW ELGGLQJ IRU ZRUNWKURXJKDJHQHUDORUSULPHFRQWUDFWRULQYROYHOHVVWKDQWKLUW\WKRXVDQGGROODUV

606
6(&7,21$*5((0(17
&RQWLQXHG

:RUNGD\ ,Q WKH SHUIRUPDQFH RI WKLV &RQWUDFW QRW PRUH WKDQ HLJKW

KRXUV VKDOO FRQVWLWXWH D GD\
V ZRUN DQG &2175$&725 VKDOO QRW UHTXLUH PRUH
WKDQHLJKW

KRXUVRIODERULQDGD\IURPDQ\SHUVRQHPSOR\HGE\KLPKHUHXQGHU H[FHSWDVSURYLGHGLQSDUDJUDSK

DERYH&2175$&725VKDOOFRQIRUPWR
$UWLFOH&KDSWHU3DUW
6HFWLRQVHWVHT
RIWKH/DERU&RGHRIWKH6WDWH
RI &DOLIRUQLD DQG VKDOO IRUIHLW WR WKH &,7< DV D SHQDOW\ WKH VXP RI WZHQW\ILYH 'ROODUV

IRU HDFK ZRUNHU HPSOR\HG LQ WKH H[HFXWLRQ RI WKLV &RQWUDFW E\ &2175$&725 RU DQ\ VXEFRQWUDFWRU IRU HDFK FDOHQGDU GD\ GXULQJ ZKLFK DQ\ ZRUNHU LV UHTXLUHG RU SHUPLWWHG WR ODERU PRUH WKDQ HLJKW
KRXUV LQ DQ\ RQH
FDOHQGDU GD\ DQG IRUW\

KRXUV LQ DQ\ RQH ZHHN LQ YLRODWLRQRI VDLG $UWLFOH &2175$&725VKDOONHHSDQDFFXUDWHUHFRUGVKRZLQJWKHQDPHDQGDFWXDOKRXUV ZRUNHGHDFKFDOHQGDUGD\DQGHDFKFDOHQGDUZHHNE\HDFKZRUNHU HPSOR\HGE\ &2175$&725LQFRQQHFWLRQZLWKWKH3URMHFW
5HFRUG RI :DJHV
,QVSHFWLRQ &2175$&725 DJUHHV WR PDLQWDLQ
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
UHSUHVHQWDWLYH WKH 'LYLVLRQ RI /DERU 6WDQGDUGV (QIRUFHPHQW DQG WKH 'LYLVLRQ RI $SSUHQWLFHVKLS6WDQGDUGVDQGVKDOOFRPSO\ZLWKDOORIWKHSURYLVLRQVRI/DERU&RGH 6HFWLRQLQJHQHUDO&2175$&725VKDOOFRPSO\ZLWKDOORIWKHSURYLVLRQVRI /DERU &RGH 6HFWLRQ DQG VKDOO VXEPLW SD\UROO UHFRUGV WR WK H /DERU &RPPLVVLRQHUSXUVXDQWWR/DERU&RGHVHFWLRQ
D

7KH& 2175$&725
VKDOO VXEPLW FRSLHV RI FHUWLILHG SD\UROO UHSRUWVDQG FDQFHOOHG FKHFNVI R U O D E R U V HYHU\ WZR ZHHNV WR WKH (QJLQHHU &HUWLILHG SD\UROO DQG FDQFHO OHG FKHFNV VXEPLWWDOV DUH GXH RQH PRQWK DIWHU VWDUW RI FRQVWUXFWLRQ DQG HYHU\ WZR ZHHNV WKHUHDIWHU If the certified payroll and cancelled checks are not submitted, the CONTRACTOR will be notified that compliance is required within five (5) working days or contract work must cease. The CITY will not be responsible for any delay or acceleration charges or any incurred co sts or damages as a result of the work stoppage due to CONTRACTOR’s failure to comply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
3RVWLQJ RI -RE 6LWH 1RWLFHV&2175$&725 VKDOO FRPSO\ ZLWK WKH MRE VLWH QRWLFHVSRVWLQJUHTXLUHPHQWVHVWDEOLVKHGE\WKH /DERU&RPPLVVLRQHUSXUVXDQWWR 7LWOH &DOLIRUQLD &RGH RI 5HJXODWLRQV 6HFWLRQ H
RU RWK HU UHJXODWLRQ
SURPXOJDWHGSXUVXDQWWR/DERU&RGH6HFWLRQ
D

607
6(&7,21$*5((0(17
&RQWLQXHG

1RWLFH RI ',5 &RPSOLDQFH 0RQLWRULQJ DQG (QIRUFHPHQW3XUVXDQW WR /DERU &RGH 6HFWLRQ WKLV 3URMHFW LV VXEMHFW WR FRPSOLDQFH PRQL WRULQJ DQG HQIRUFHPHQWE\WKH&DOLIRUQLD'HSDUWPHQWRI,QGXVWULDO5HODWLRQV 6XUHW\ %RQGV &2175$&725 VKDOO SULRU WR HQWHULQJ LQWR SHUIRUPDQFH RI WKLV $JUHHPHQW IXUQLVK D SHUIRUPDQFH ERQG RQ WKH &,7< V ERQG IRUPLQ WKH DPRXQW RI RQH
KXQGUHGSHUFHQW

RIWKH&RQWUDFWSULFHWRJXDUDQWHHWKH IDLWKIXOSHUIRUPDQFHRIWKH ZRUN DQG D SD\PHQW ERQG RQ WKH &,7<
V IRUP LQ WKH DPRXQW RI RQH KXQGUHG SHUFHQW

RI WKH &RQWUDFW SULFH WR JXDUDQWHH SD\PHQW RI DOO FODLPV IRU ODERU DQG PDWHULDOV IXUQLVKHG%RQGVVXEPLWWHGRQDQ\IRUPRWKHUWKDQWKH&,7< VI RUPZLOOEHUHMHFWHG7KH
UHTXLUHGERQGVVKDOOEHIURPDVXUHW\OLFHQVHGWRGREXVLQHVVLQWKH6WDWHRI&DOLIRUQLDDQG ZLWKDFXUUHQW$0%HVW
VUDWLQJRI$9,,7KLV&RQWUDFWVK DOOQRWEHFRPHHIIHFWLYHXQWLO VXFKERQGVDUHVXSSOLHGDQGDSSURYHGE\WKH&,7<

,QVXUDQFH
&200(1&(0(17 2) :25. &2175$&725 VKDOO QRW FRPPHQFH ZRUN XQGHU WKLV $JUHHPHQW XQWLO DOO FHUWLILFDWHV DQG HQGRUVHPHQ WV KDYH EHHQ UHFHLYHG DQG DSSURYHG E\ WKH &,7< $OO LQVXUDQFH UHTXLUHG E\ WKLV $JUHHPHQW VKDOOFRQWDLQDVWDWHPHQWRIREOLJDWLRQRQWKHSDUWRIWKHFDUU LHUWRQRWLI\WKHFLW\ RI DQ\ PDWHULDO FKDQJH FDQFHOODWLRQ RU WHUPLQDWLRQ DW OHDVWWKLUW\
GD\VL Q
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¶ &RPSHQVDWLRQ RU XQGHUWDNH VHOILQVXUDQFH LQ DFFRUGDQFH ZLWK WKH SURYLVLRQV RI WKDW &RGH DQG ZLOO FRPSO\ ZLWK VXFK SURYLVLRQV EHIRUH FRPPHQFL QJ WKH SHUIRUPDQFHRIWKHZRUNRIWKLV&RQWUDFW
&2175$&725DQGDOO6XEFRQWUDFWRUVVKDOOFDUU\ZRUNHUV FRPSHQVDWLRQ
LQVXUDQFHIRUWKHSURWHFWLRQRILWVHPSOR\HHVGXULQJWKHSURJUHVVRIWKHZRUN7KH LQVXUHUVKDOOZDLYHLWVULJKWVRIVXEURJDWLRQDJDLQVWWKH&,7<LWVRIILFHUVRIILFLDOV HPSOR\HHVDJHQWVDQGYROXQWHHUVIRUWKLVFRQWUDFWDQGDOOSXE OLFDJHQFLHVIURP ZKRP SHUPLWV ZLOO EH REWDLQHG DQG WKHLU GLUHFWRUV RIILFHUV DJ HQWV DQG HPSOR\HHVDVGHWHUPLQHGE\WKH&,7<DQGVKDOOLVVXHDZDLYHURIVXEURJDWLRQ %HIRUH &2175$&725 SHUIRUPV DQ\ ZRUN DW RU SUHSDUHV RU GHOLYHUV PDWHULDOVWRWKHVLWHRIFRQVWUXFWLRQ&2175$&725VKDOOIXUQLVK
$GGLWLRQDO ,QVXUHG (QGRUVHPHQWV RQJRLQJ DQG SURGXFWVFRPSOHWHG RSHUDWLRQV IRU WKH &RPPHUFLDO *HQHUDO /LDELOLW\ SROLF\ LQFOXGLQJ PRELOH HTXLSPHQW DQG QRWH[FOXGLQJ ;&8 DQG RQ WKH&RQWUDFWRUV¶ 3ROOXWLRQ /LDELOLW\ SROLF\ LI DYDLODEOH (QGRUVHPHQWV VKDOO GHVLJQDWH &,7< LWV RIILFHUV RIILFLDOV HPSOR\HHVDJHQWVDQGYROXQWHHUVIRUWKLVFRQWUDFWDQGDOOSXE OLFDJHQFLHVIURP ZKRP SHUPLWV ZLOO EH REWDLQHG DQG WKHLU GLUHFWRUV RIILFHUV DJ HQWV DQG 608
6(&7,21$*5((0(17
&RQWLQXHG

HPSOR\HHVDVGHWHUPLQHGE\WKH&,7<DVDGGLWLRQDOLQVXUHGVIR UOLDELOLW\DULVLQJ RXW RI ZRUN RU RSHUDWLRQV SHUIRUPHG E\ RU RQ EHKDOI RI WKH &217 5$&725 &2175$&725VKDOOSURYLGHWR&,7<SURRIRILQVXUDQFHDQGHQGRUVH PHQWIRUPV WKDWFRQIRUPWR&,7<¶VUHTXLUHPHQWVDVDSSURYHGE\WKH&,7< D WOHDVWDVEURDG
DV,62)RUP&*&*RU ERWK&*&*&*RU &*
DQG &* IRUPV LI ODWHU UHYLVLRQV XVHG
,QVXUDQFH FRPSDQLHV
PXVWEHDFFHSWDEOHWR&,7<DQGKDYHDPLQLPXP$0%HVW*XLGHU DWLQJRI$ FODVV9,,RUEHWWHUDVDSSURYHGE\&,7<
&RQWUDFWRU¶V 3ROOXWLRQ /HJDO /LDELOLW\
,QVXUDQFH FRPSDQLHV PXVW EH
DFFHSWDEOHWR&LW\DQG KDYHD %HVW¶V*XLGH5DWLQJRI$&ODVV9 ,,RUEHWWHUDV DSSURYHGE\$XWKRULW\,ISROLF\LVZULWWHQRQDFODLPVPDGHIRUP
1) 7KH UHWURDFWLYH GDWH PXVW EH VKRZQ DQG PXVW EH EHIRUH WKH GDWH RI WKHFRQWUDFWRUWKHEHJLQQLQJRIFRQWUDFWZRUN
2) ,QVXUDQFH PXVW EH PDLQWDLQHG DQG HYLGHQFH RI LQVXUDQFH PXVW EH SURYLGHG IRU DW OHDVW WKUHH

\HDUV DIWHU FRPSOHWLRQ RI WKH FRQWUDFW
ZRUN
3) ,IFRYHUDJHLVFDQFHOHGRUQRQUHQHZHGDQGQRWUHSODFHGZLWKD QRWKHU FODLPVPDGHSROLF\ZLWKDUHWURDFWLYHGDWHSULRUWRWKHFRQWUDFWHIIHFWLYH GDWHWKH&2175$&725PXVWSXUFKDVHDQH[WHQGHGSHULRGFRYHUDJH IRUDPLQLPXPRIWKUHH

\HDUVDIWHUFRPSOHWLRQRIWKHFRQWUDFWZRUN
4) $FRS\RIWKHFODLPVUHSRUWLQJUHTXLUHPHQWVPXVWEHVXEPLWWHGW RWKH &,7<IRUUHYLHZ
$XWRPRELOH /LDELOLW\ SROLF\ DQG VKDOO GHVLJQDWH &,7< LWV RIILFHUV RIILFLDOV HPSOR\HHVDJHQWVDQGYROXQWHHUVIRUWKLVFRQWUDFWDQGDOOSXE OLFDJHQFLHVIURP ZKRP SHUPLWV ZLOO EH REWDLQHG DQG WKHLU GLUHFWRUV RIILFHUV DJ HQWV DQG HPSOR\HHV DV GHWHUPLQHG E\ WKH &,7< DV DGGLWLRQDO LQVXUHGV IRU DXWRPRELOHV RZQHGOHDVHGKLUHGRUERUURZHGE\WKH&2175$&725&2175$&72 5VKDOO SURYLGH WR &,7< SURRI RI LQVXUDQFH DQG HQGRUVHPHQW IRUPV WKDW F RQIRUP WR &,7<¶V UHTXLUHPHQWV DV DSSURYHG E\ WKH &,7< ,QVXUDQFH FRPSDQLHV PXVW EH DFFHSWDEOHWR&,7<DQGKDYHDPLQLPXP$0%HVW*XLGHUDWLQJRI $FODVV9,, RUEHWWHUDVDSSURYHGE\&,7<

,QWKHHYHQWDQ\RI&2175$&725¶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¶V ,QVXUDQFH FRPSDQLHV PXVW EH DFFHSWDEOHWR&,7<DQGKDYHDPLQLPXP$0%HVW*XLGHUDWLQJRI $FODVV9,, RUEHWWHUDVDSSURYHGE\&,7<
)RU DQ\ FODLPV UHODWHG WR WKLV 3URMHFW WKH &2175$&725¶V LQVXUDQFH FRYHUDJH VKDOOEHSULPDU\LQVXUDQFHDWOHDVWDVEURDGDV,62&* DVUHVSHFWV &,7< LWV RIILFHUV RIILFLDOV HPSOR\HHV DJHQWV DQG YROXQWHHUV IRU WKLV FRQWUDFW DQG DOO SXEOLF DJHQFLHV IURP ZKRP SHUPLWV ZLOO EH REWDLQHG DQGWKHLU GLUHFWRUV 609
6(&7,21$*5((0(17
&RQWLQXHG

RIILFHUV DJHQWV DQG HPSOR\HHV DV GHWHUPLQHG E\ WKH &,7< $Q\ LQVXUDQFH RU VHOILQVXUDQFH PDLQWDLQHG E\ WKH &,7< LWV RIILFHUV RIILFLDOV HPSOR\HHV DJHQWV DQGYROXQWHHUVIRUWKLVFRQWUDFWDQGDOOSXEOLFDJHQFLHVIURPZ KRPSHUPLWVZLOOEH REWDLQHG DQG WKHLU GLUHFWRUV RIILFHUV DJHQWV DQG HPSOR\HHVDV GHWHUPLQHG E\ WKH &,7< VKDOO EH H[FHVV RI WKH &2175$&725¶V LQVXUDQFHDQG QRW FRQWULEXWH ZLWKLW

%HIRUH &2175$&725 SHUIRUPV DQ\ ZRUN DW RU SUHSDUHV RU GHOLYH UV PDWHULDOVWRWKHVLWHRIFRQVWUXFWLRQ&2175$&725VKDOOIXUQLVK
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
V*XLGH5DWLQJRI$&ODVV9,,RUEHWWHU

:RUNHUV¶&RPSHQVDWLRQ $VUHTXLUHGE\WKH6WDWHRI
&DOLIRUQLD

(PSOR\HU¶V/LDELOLW\

1RWOHVVWKDQSHU
DFFLGHQWIRUERGLO\LQMXU\RUGLVHDVH

&RPPHUFLDO*HQHUDO/LDELOLW\

LQFOXGLQJRQJRLQJRSHUDWLRQVSURGXFWV
FRPSOHWHGRSHUDWLRQVDQGPRELOH
HTXLSPHQWDQGQRWH[FOXGLQJ;&8

&RQWUDFWRU¶V3ROOXWLRQ/HJDO/LDELOLW\

1RWOHVVWKDQSHU
RFFXUUHQFHIRUERGLO\LQMXU\
SHUVRQDOLQMXU\DQGSURSHUW\
GDPDJH

1RWOHVVWKDQSHU
RFFXUUHQFH

$XWRPRELOH/LDELOLW\IRUDOODXWRPRELOHV
LQFOXGLQJQRQRZQHGDQGKLUHGYHKLFOHV
1RWOHVVWKDQFRPELQHG
VLQJOHOLPLWIRUERGLO\LQMXU\DQG
SURSHUW\GDPDJH

)ROORZV)RUP([FHVV/LDELOLW\

5HTXLUHGIRUDQ\XQGHUO\LQJSROLF\
WKDWGRHVQRWPHHWWKHXQGHUO\LQJ
SROLF\OLPLWVUHTXLUHGKHUHLQ
,I FRQWUDFWRU PDLQWDLQV KLJKHU LQVXUDQFH OLPLWV WKDQ WKH PLQLPX PV VKRZQ DERYH &2175$&725VKDOOSURYLGHFRYHUDJHIRUWKHKLJKHUOLPLWVRWKHUZL VHPDLQWDLQHGE\WKH &2175$&725
&,7<RULWVUHSUHVHQWDWLYHVVKDOODWDOOWLPHVKDYHWKHULJKWWRLQVSHFWDQGUHFHLYHDFHUWLILHG FRS\ RI DOO VDLG SROLFLHV RI LQVXUDQFH LQFOXGLQJ FHUWLILFDWHV DQG HQGRUVHPHQWV DW 610
6(&7,21$*5((0(17
&RQWLQXHG

&2175$&7256 VROH FRVW DQG H[SHQVH &2175$&725 VKDOO SD\ WKH SUHPLXPV RQ WKH LQVXUDQFHKHUHLQDERYHUHTXLUHG
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
&2175$&725
6 HPSOR\H HV LQFOXGHG
DQG
GDPDJHWRSURSHUW\DULVLQJGLUHFWO\RULQGLUHFWO\RXWRIWKHR EOLJDWLRQVKHUHLQXQGHUWDNHQRU RXW RI WKH RSHUDWLRQV FRQGXFWHG E\ &2175$&725 VDYH DQG H[FHSWFODLPV RU OLWLJDWLRQ DULVLQJWKURXJKWKHVROHQHJOLJHQFHRUVROHZLOOIXOPLVFRQGXFWRI&,7<DQGZLOOPDNHJRRGWR UHLPEXUVH &,7< IRU DQ\ H[SHQGLWXUHV LQFOXGLQJ UHDVRQDEOH DWWRUQH\V IHHV &,7< PD\ LQFXU
E\UHDVRQRIVXFKPDWWHUVDQGLIUHTXHVWHGE\&,7<ZLOOGHIHQ GDQ\VXFKVXLWVDWWKHVROH FRVWDQGH[SHQVHRI&2175$&725
7HUPLQDWLRQ

7KLV&RQWUDFWPD\EHWHUPLQDWHGLQZKROHRULQSDUWLQZULWLQJ E\WKH&,7<LQWKHHYHQWRI VXEVWDQWLDOIDLOXUHE\WKH&2175$&725WRIXOILOOLWVREOLJDWLRQ VXQGHUWKLV$JUHHPHQWRULW PD\ EH WHUPLQDWHG E\ WKH &,7< IRU LWV FRQYHQLHQFH LQ WKH PDQQHU SURYLGHG IRU LQ VXEVHFWLRQV $ DQG % EHORZ ,I WHUPLQDWLRQ IRU GHIDXOW RU FRQYHQLHQFH LV HIIHFWHG E\ WKH &,7<DQHTXLWDEOHDGMXVWPHQWLQWKHSULFHSURYLGHGIRULQWKLV &RQWUDFWVKDOOEHPDGHEXW

QR DPRXQW VKDOO EH DOORZHG IRU DQWLFLSDWHG SURILW RQ XQSHUIRUPHG VHUYLFHV RU RWKHU ZRUNDQG

DQ\SD\PHQWGXHWRWKH&2175$&725DWWKHWLPHRI WHUPLQDWLRQPD\EH DGMXVWHG WR FRYHU DQ\ DGGLWLRQDO FRVWV WR WKH &,7< EHFDXVH RI W KH &2175$&725 6
GHIDXOW 8SRQ UHFHLSW RI D WHUPLQDWLRQ DFWLRQ WKH &2175$&725 VKDOO
SURPSWO\
GLVFRQWLQXH DOO DIIHFWHG ZRUN
XQOHVV WKH QRWLFH GLUHFWV RWKHUZ LVH
DQG

GHOLYHU RU
RWKHUZLVHPDNHDYDLODEOHWRWKH&,7<DOOGDWDGUDZLQJVVSHFLI LFDWLRQVUHSRUWVHVWLPDWHV VXPPDULHVDQGVXFKRWKHULQIRUPDWLRQDQGPDWHULDOVDVPD\KDYH EHHQDFFXPXODWHGE\ WKH &2175$&725 LQ SHUIRUPLQJ WKLV &RQWUDFW ZKHWKHU FRPSOHWHG RU LQ SURFHVV 8SRQ WHUPLQDWLRQWKH&,7<PD\WDNHRYHUWKHZRUNDQGPD\DZDUGDQRW KHUSDUW\DQDJUHHPHQW WRFRPSOHWHWKHZRUNXQGHUWKLV&RQWUDFW

$ 7HUPLQDWLRQIRU'HIDXOW

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¶VDFW RUVKRXOGDQ\VXEFRQWUDFWRUYLRODWHDQ\RIWKHSURYLVLRQVRIWK H&RQWUDFW'RFXPHQWVRULI WKH &2175$&725 VKRXOG SHUVLVWHQWO\ RU UHSHDWHGO\ UHIXVH RU IDLO H[FHSW LQ FDVHV IRU ZKLFK DQ DXWKRUL]HG H[WHQVLRQ RI WLPH LV SURYLGHG WR VXSSO\ HQ RXJK SURSHUO\ VNLOOHG ZRUNHUV RU SURSHU PDWHULDOV WR FRPSOHWH WKH ZRUN LQ WKH WLPH VS HFLILHG RU LI WKH &2175$&725 VKRXOG IDLO WR PDNH SURPSW SD\PHQW WR VXEFRQWUDFWRUV IRU PDWHULDO RU ODERURULIWKH&2175$&725VKRXOGSHUVLVWHQWO\GLVUHJDUGODZV RULQVWUXFWLRQVJLYHQE\ 611
6(&7,21$*5((0(17
&RQWLQXHG

&,7< RU LI WKH &2175$&725 RWKHUZLVH VXEVWDQWLDOO\ IDLOV WR IXOILOO LWV REOLJDWLRQV XQGHU WKH&RQWUDFW'RFXPHQWV&,7<PD\ZLWKRXWSUHMXGLFHWRDQ\RWKH UULJKWRUUHPHG\VHUYH ZULWWHQQRWLFHXSRQWKH&2175$&725DQG 6XUHWLHVRI&,7<¶VLQWHQ WLRQWRWHUPLQDWHWKH &2175$&725¶V SHUIRUPDQFH XQGHU WKH FRQWUDFW 6DLG QRWLFH VKDOOFRQWDLQ WKH UHDVRQV IRUVXFKLQWHQWLRQWRWHUPLQDWHWKH&2175$&725¶VSHUIRUPDQFHXQ GHUWKHFRQWUDFWDQG XQOHVVZLWKLQWHQ

GD\VDIWHUWKHVHUYLFHRIVXFKQRWLFH VXFKYLRODWLRQVFHDVHDQGRU VDWLVIDFWRU\ DUUDQJHPHQWV IRU WKH FRUUHFWLRQV WKHUHRI KDYH EHHQ PDGH WKH &,7< PD\ WHUPLQDWH&2175$&725¶VSHUIRUPDQFHXQGHUWKHFRQWUDFWDQGWKH& 2175$&725VKDOO QRWEHHQWLWOHGWRUHFHLYHDQ\IXUWKHUSD\PHQWXQWLOWKHZRUNLVFRPSOHWHG
,QWKHHYHQWRIDQ\VXFKWHUPLQDWLRQ&,7<VKDOOVHUYHZULWWHQ QRWLFHWKHUHRIXSRQ WKH 6XUHW\ DQG &2175$&725 DQG WKH 6XUHW\ VKDOO KDYH WKH ULJKW WR WDNH RYHU DQG SHUIRUP WKH FRQWUDFW +RZHYHU LI WKH 6XUHW\ ZLWKLQ ILYH
GD\V DIWHU WKH VHUYLFH RI D
QRWLFH RI WHUPLQDWLRQ GRHV QRW JLYH &,7< ZULWWHQ QRWLFH RI LWV LQWHQWLRQ WR WDNH RYHU DQG SHUIRUPWKHFRQWUDFWDQGLILWVHUYHVVXFKQRWLFHRILWVLQWHQ WWRWDNHRYHUDQGSHUIRUPWKH FRQWUDFWDQGGRHVQRWEHJLQSHUIRUPDQFHWKHUHRIZLWKLQILIWHHQ
GD\VIURPWKHGDWHRI
VHUYLQJVDLGQRWLFH&,7<PD\WDNHRYHUWKHZRUNDQGSURVHFXWH WKHVDPHWRFRPSOHWLRQ E\ FRQWUDFW RU E\ DQ\ RWKHU PHWKRG LW PD\ GHHP DGYLVDEOH IRU WKH DFFRXQW DQG DW WKH H[SHQVHRIWKH&2175$&725DQGWKH6XUHWLHVDQGRU&2175$&725V KDOOEHOLDEOHWR &,7< IRU DQ\ H[FHVV FRVW RU RWKHU GDPDJH LQFXUUHG E\ &,7< WKHUH E\ ,I WKH 6XUHW\ DVVXPHV WKH &2175$&725¶V WHUPLQDWHG ZRUN LW VKDOO WDNH WKH &2175$&725¶V SODFH LQ DOO UHVSHFWV IRU WKDW SDUW DQG VKDOO EH SDLG E\ &,7< IRU DOO ZRUN SHUIRUPHG E\ LW LQ DFFRUGDQFH ZLWK WKH WHUPV RI WKH &RQWUDFW 'RFXPHQWV ,I WKH 6XUHW\ DVVXPHV WKH HQWLUH FRQWUDFW DOO PRQH\ GXH WKH &2175$&725 DW WKH WLPH RI LWV GHIDXOW VKDOO EH SD\DEOH WR WKH6XUHW\DVWKHZRUNSURJUHVVHVVXEMHFWWRWKHWHUPVRIWKHFRQWUDFW
&2175$&725 KHUHE\ FRQVHQWV WR DVVLJQLQJ WR &,7< DQGRU &,7<¶V UHSODFHPHQW FRQWUDFWRU DOO VXEFRQWUDFWV DQG RWKHU DJUHHPHQWV RI DQ\ DQG DOO VXEFRQWUDFWRUVDQGRUVXSSOLHUVWKDWPD\EHRQWKHZRUNVLWHDQG RUPD\EHQHFHVVDU\WR FRPSOHWHWKHZRUNLQWKHHYHQWRI7HUPLQDWLRQIRU'HIDXOWRU7H UPLQDWLRQIRU&RQYHQLHQFH DV VHW IRUWK EHORZ &2175$&725 DJUHHV WR REWDLQ E\ ZD\ RI D VXEFRQWUDFW SURYLVLRQ WKHFRQVHQWRIHDFKDQGHYHU\VXEFRQWUDFWRUDQGRUVXSSOLHUIRU VXFKDVVLJQPHQWSULRUWR WKHFRPPHQFHPHQWRIHDFKVXFKVXEFRQWUDFWRU¶VDQGRUVXSSOLHU¶VZRUNRQWKH352-(&7
,Q WKH HYHQW RI VXFK WHUPLQDWLRQ WKH &2175$&725 ZLOO EH SDLG W KH DFWXDO DPRXQWGXHEDVHGRQXQLWSULFHVRUOXPSVXPV%LGDQGWKHTXDQWL W\RIZRUNFRPSOHWHGDW WKH WLPH RI WHUPLQDWLRQ OHVV GDPDJHV FDXVHG WR &,7< E\ DFWV RI W K H & 2 1 7 5 $ & 7 2 5 FDXVLQJ WKH WHUPLQDWLRQ LQFOXGLQJ EXW QRW OLPLWHG WR DOO FRVW V WR &,7< DULVLQJ IURP SURIHVVLRQDO VHUYLFHV DQG DWWRUQH\V
IHHV DQG DOO FRVWV JHQHUDWHG WR LQVXUH RU ERQG WKH ZRUNRIVXEVWLWXWHG&2175$&7256RUVXEFRQWUDFWRUVXWLOL]HGWRF RPSOHWHWKHZRUNVXFK H[FHVVVKDOOEHSDLGWRWKH&2175$&725,IVXFKFRVWVH[FHHGWK HXQSDLGEDODQFHWKH &2175$&725VKDOOSD\WKHGLIIHUHQFHWR&,7<SURPSWO\XSRQGHPDQ G2QIDLOXUHRIWKH &2175$&725 WR SD\ WKH 6XUHW\ VKDOO SD\ RQ GHPDQG E\ &,7< $Q\SRUWLRQ RI VXFK GLIIHUHQFH QRW SDLG E\ WKH &2175$&725 RU 6XUHW\ ZLWKLQ WKLUW\
GD\V IROORZLQJ WKH
PDLOLQJRIDGHPDQGIRUVXFKFRVWVVKDOOHDUQLQWHUHVWDWWKHP D[LPXPUDWHDXWKRUL]HGE\ &DOLIRUQLDODZ

7KH&2175$&725DQG&,7<DJUHHWKDWQRWKLQJLQWKLVVHFWLRQLVL QWHQGHGWREH RULVDSUHYDLOLQJSDUW\FODXVHDVLWSHUWDLQVWRDWWRUQH\¶VIHHV
7KHIRUHJRLQJSURYLVLRQVDUHLQDGGLWLRQWRDQGQRWLQOLPLWDWL RQRIDQ\RWKHUULJKWV RUUHPHGLHVXQGHUODZRULQHTXLW\DYDLODEOHWR&,7<
612
6(&7,21$*5((0(17
&RQWLQXHG

,I LW LV ODWHU GHWHUPLQHG E\ &,7< WKDW WKH &2175$&725 KDG DQ H[ FXVDEOH UHDVRQIRUQRWSHUIRUPLQJVXFKDVDILUHIORRGRURWKHUHYHQ WZKLFKZDVQRWWKHIDXOWRIRU ZDVEH\RQGWKHFRQWURORIWKH&2175$&725&,7<DIWHUVHWWLQJX SDQHZSHUIRUPDQFH VFKHGXOH PD\ DOORZ WKH &2175$&725 WR FRQWLQXH ZRUN RU WUHDW WKH WHUPLQDWLRQ DV D WHUPLQDWLRQIRUFRQYHQLHQFHDQGWKHULJKWVDQGREOLJDWLRQVRIWKHSDUWLHVVKDOOEHWKHVDPH DVLIWKHWHUPLQDWLRQKDGEHHQLVVXHGIRUWKHFRQYHQLHQFHRI&,7<
% 7HUPLQDWLRQIRU&RQYHQLHQFH

&,7<PD\WHUPLQDWHWKH&2175$&725¶VSHUIRUPDQFHXQGHUWKHFRQWU DFW HLWKHULQZKROHRULQSDUWDWLWVRZQGLVFUHWLRQRUZKHQFRQGL WLRQVHQFRXQWHUHGGXULQJWKH ZRUN PDNH LW LPSRVVLEOH RU LPSUDFWLFDEOH WR SURFHHG RU ZKHQ &,7< LV SUHYHQWHG IURP SURFHHGLQJ ZLWK WKH FRQWUDFW E\ DFW RI *RG E\ ODZ RU E\ RIILF LDO DFWLRQ RI D SXEOLF DXWKRULW\ RU XSRQ D GHWHUPLQDWLRQ WKDW VXFK WHUPLQDWLRQ LV LQ WKH EHVW LQWHUHVW DQG FRQYHQLHQFH RI &,7< RU ZKHQHYHU &,7< LV SURKLELWHG IURP FRPSOHWLQJ WKH ZRUN IRU DQ\ UHDVRQ &,7< VKDOO SURYLGH QR OHVV WKDQ WHQ

GD\V ZULWWHQ Q RWLFH RI LWV LQWHQW WR
WHUPLQDWH WKH &RQWUDFW IRU FRQYHQLHQFH DQG VKDOO SURYLGH WKH &2 175$&725 ZLWK FRQVXOWDWLRQZLWK&,7<SULRUWRWHUPLQDWLRQ

8SRQUHFHLSWRIVXFKZULWWHQQRWLFHRIWHUPLQDWLRQWKH &2175$&725VKDOO

D6WRS:RUNDVVSHFLILHGLQWKHZULWWHQQRWLFH

E7HUPLQDWHDOORUGHUVDQG6XEFRQWUDFWRUVH[FHSWDVQHFHVVDU\ WR FRPSOHWH:RUNZKLFKLVQRWWHUPLQDWHG

F,IGLUHFWHGLQZULWLQJE\&,7<WRGRVRDVVLJQDOOULJKWW LWOHDQG LQWHUHVW LQ VXEFRQWUDFWV DQG PDWHULDOV LQ SURJUHVV LQ ZKLFK FDVH &,7< ZLOO KDYH WKH ULJKW DW LWV GLVFUHWLRQ WR VHWWOH RU SD\ DQ\ RU DOO FODLPV DULVLQJ RXW RI WKH WHUPLQDWLRQ RI VXFK 6XEFRQWUDFWRUV EXW LQ QR HYHQW VKDOO UHFRYHU\ E\ DQ\ &2175$&725LQFOXGHORVWSURILWVIRUXQFRPSOHWHGSRUWLRQVRI :RUN

G'HOLYHURURWKHUZLVHPDNHDYDLODEOHWR&,7<DOOGDWD'UDZLQ JV 6SHFLILFDWLRQV UHSRUWV HVWLPDWHV VXPPDULHV DQG VXFK RWKHU LQIRUPDWLRQDQGPDWHULDODVPD\KDYHEHHQDFFXPXODWHGE\WKH &2175$&725LQSHUIRUPLQJWKLV&RQWUDFWZKHWKHUFRPSOHWHG RULQSURFHVV

H 6HWWOH RXWVWDQGLQJ OLDELOLWLHV DQG FODLPV ZLWK WKH DSSURYDO RI &,7<

I&RPSOHWHSHUIRUPDQFHRIVXFKSDUWRIWKHZRUNDVKDVQRWEHH Q

WHUPLQDWHG
DQG

J 7DNH VXFK RWKHU DFWLRQV DV PD\ EH QHFHVVDU\ RU DV PD\ EH GLUHFWHG E\ &,7< IRU WKH SURWHFWLRQ DQG SUHVHUYDWLRQ RI WKH 3URMHFWDQGRUSURSHUW\UHODWHGWRWKHFRQWUDFW

613
6(&7,21$*5((0(17
&RQWLQXHG

8SRQ UHFHLSW RI &,7<¶V ZULWWHQ QRWLFH RI WHUPLQDWLRQ IRU FRQYHQLHQFHDQGZLWKLQDSHULRGRIWRGD\VDVGHWHUPLQH G E\ WKH (QJLQHHU DW WKH WLPH RI WHUPLQDWLRQ WKH &2175$&725 VKDOO VXEPLW WR WKH (QJLQHHU D 7HUPLQDWLRQ 3URSRVDO ZKLFK VKDOO LQFOXGHEXWLVQRWOLPLWHGWRWKH&2175$&725¶VHVWLPDWHGFRVW V WREHLQFXUUHGE\WKH&2175$&725DVDUHVXOWRIWKHWHUPLQDWLRQ IRU FRQYHQLHQFH DQG DV DOORZHG E\ WKH &RQWUDFW 'RFXPHQWV LQFOXGLQJDOOGRFXPHQWDWLRQWRVXSSRUWVXFKFRVWV
WKHVWDWXVR IWKH
:RUN DW WLPH RI WHUPLQDWLRQ
WKH VWDWXV RI WHUPLQDWLRQ RI WKH
&2175$&725¶V VXEFRQWUDFWRU
V
DQG VXSSOLHU
V
DJUHHPHQW
V

LQFOXGLQJWKHDPRXQWRIHDFKVDLGDJUHHPHQWDPRXQWSDLGXQGHU HDFKDJUHHPHQWXSWRWKHGDWHRIWHUPLQDWLRQDQGWKHDPRXQWWK DW FXUUHQWO\ UHPDLQV GXH DQG RZLQJ XQGHU HDFK DJUHHPHQW IRU ZRUN FRPSOHWHGDVRIWKHGDWHRIWHUPLQDWLRQLIDQ\
DOLVWFHUWLI LHGDVWR
TXDQWLW\ DQG TXDOLW\ RI WHUPLQDWLRQ LQYHQWRU\ QRW SUHYLRXVO\ GLVSRVHG RI H[FOXGLQJ LWHPV DXWKRUL]HG IRU GLVSRVLWLRQ E\ WKH (QJLQHHU
DQG DQ\ RWKHU LQIRUPDWLRQ DQGRU GRFXPHQWDWLRQ DV UHTXLUHGE\WKH&,7<
8SRQ UHFHLSW RI WKH &,7<¶V ZULWWHQ QRWLFH RI WHUPLQDWLRQ IRU FRQYHQLHQFH WKH &2175$&725 VKDOO VXEPLW WR WKH (QJLQHHU D UHTXHVWIRUILQDOSD\PHQWSXUVXDQWWRWKHUHTXLUHPHQWVVHWIRU WKLQ WKH FRQWUDFW 6XFK UHTXHVW VKDOO EH VXEPLWWHG SURPSWO\ EXW QR ODWHUWKDQVL[W\

GD\VIURPWKHHIIHFWLYHGDWHRIWHUPLQDWLRQ

7KH ILQDO SD\PHQW WR WKH &2175$&725 DIWHU WHUPLQDWLRQ IRU FRQYHQLHQFHVKDOOEHOLPLWHGWRDPRXQWVGXHDQGRZLQJXQGHUWKH FRQWUDFWDWWLPHRIWHUPLQDWLRQLQFOXGLQJWKHIROORZLQJ

D$Q\DFWXDOFRVWVLQFXUUHGE\WKH&2175$&725IRUUHVWRFNLQJ

FKDUJHV

E7KHDJUHHGXSRQSULFHRISURWHFWLQJWKHZRUNLQDQ\PDQQHU LI DQ\DVGLUHFWHGE\&,7<

F 7KH FRVW RI VHWWOLQJ DQG SD\LQJ FODLPV DULVLQJ RXW RI WKH WHUPLQDWLRQ RI WKH ZRUN XQGHU VXEFRQWUDFW DJUHHPHQWV RU RUGHUV ZLWK &,7<¶V DSSURYDO DV VSHFLILHG DERYH H[FOXVLYH RI WKH RI WKH DPRXQWV SDLG RU SD\DEOH RQ DFFRXQW RI JRRGV GHOLYHUHG RU ZRUN IXUQLVKHG E\ VXEFRQWUDFWRU SULRU WR WKH HIIHFWLYHGDWHRIWKHWHUPLQDWLRQ
DQG

G7KHFRQWUDFWSULFHDOORFDEOHWRWKHSRUWLRQRIWKHZRUNSURS HUO\ SHUIRUPHG RU JRRGV VXSSOLHG E\ WKH &2175$&725 DV RI WKH GDWH RI WHUPLQDWLRQ DV GHWHUPLQHG LQ DFFRUGDQFH ZLWK WKH &RQWUDFW 'RFXPHQWV UHGXFHG E\ DQ\ VXPV SUHYLRXVO\ SDLG WR WKH&2175$&725

&,7< VKDOO KDYH WKH ULJKW WR ZLWKKROG DQ\ SRUWLRQ RU WKH ZK ROH RI WKH ILQDO SD\PHQW XQGHU WKLV SURYLVLRQ LQ WKH HYHQW WKHUH DUH DQ\ RXWVWDQGLQJFODLPVIRUFRPSHQVDWLRQDVVHUWHGE\&,7<DJDLQVWWK H &2175$&725 RU E\ DQ\ WKLUG SDUW\ DJDLQVW &,7< ZKLFK DULVHV RXWRIWKH&2175$&725¶VZRUN
614
6(&7,21$*5((0(17
&RQWLQXHG

7KLV&RQWUDFWPD\EHWHUPLQDWHGLQZKROHRULQSDUWLQZULWLQJ E\WKH&,7<IRU LWV FRQYHQLHQFH SURYLGHG WKDW WKH &2175$&725 LV JLYHQ
QRWOHVV WKDQ WHQ

FDOHQGDU GD\V ZULWWHQ QRWLFH
GHOLYHUHG E\ FHUWLILHG PDLO UHWXUQ UHFHLSW

UHTXHVWHG
RI LQWHQW WR WHUPLQDWH DQG

DQ RSSRUWXQLW\ IRU FRQVXOWDWLRQ ZLWK WKH
WHUPLQDWLQJSDUW\SULRUWRWHUPLQDWLRQ
,I WHUPLQDWLRQ IRU GHIDXOW RU FRQYHQLHQFH LV HIIHFWHG E\ WKH &,7< DQ HTXLWDEOH DGMXVWPHQW LQ WKH SULFH SURYLGHG IRU LQ WKLV &RQWUDFW VKDOO EHPDGH EXW
QR
DPRXQW VKDOO EH DOORZHG IRU DQWLFLSDWHG SURILW RQ XQSHUIRUPHG VHUYLFHV RU RWKHU ZRUN DQG

DQ\ SD\PHQW GXH WR WKH &2175$&725 DW WKH WLPH RIWHUPLQDWLRQ PD\ EH DGMXVWHG WR FRYHU DQ\ DGGLWLRQDO FRVWV WR WKH &,7< EHFDX VH RI WKH &2175$&725
6GHIDXOW
8SRQUHFHLSWRIDWHUPLQDWLRQDFWLRQXQGHUSDUDJUDSK
RU

DERYH
WKH &2175$&725 VKDOO

SURPSWO\ GLVFRQWLQXH DOO DIIHFWHG ZRUN
XQOHVV WKH
QRWLFH GLUHFWVRWKHUZLVH
DQG

GHOLYHURURWKHUZLVH PDNH DYDLODEOHWR WKH &,7<
DOO GDWD GUDZLQJV VSHFLILFDWLRQV UHSRUWV HVWLPDWHV VXPPDULHV DQG VXFK RWKHU LQIRUPDWLRQDQGPDWHULDOVDVPD\KDYHEHHQDFFXPXODWHGE\WKH& 2175$&725 LQSHUIRUPLQJWKLV&RQWUDFWZKHWKHUFRPSOHWHGRULQSURFHVV 8SRQ WHUPLQDWLRQ XQGHU SDUDJUDSKV

DQG

DERYH WKH &,7< PD\
WDNH RYHU WKH ZRUN DQG PD\ DZDUG DQRWKHU SDUW\ DQ DJUHHPHQW WRFRPSOHWH WKH ZRUNXQGHUWKLV&RQWUDFW

:DUUDQW\ 7KH &2175$&725 DJUHHV WR SHUIRUP DOO ZRUN XQGHU WKLV &RQWUDFW L Q DFFRUGDQFHZLWKWKH&,7<¶VGHVLJQVGUDZLQJVDQGVSHFLILFDWLRQV 7KH&2175$&725JXDUDQWHHVIRUDSHULRGRIRQH

\HDUIURPWK HGDWHRIWKHQRWLFHRI
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

7KH&2175$&725
6REOLJDWLRQVXQGHUWKLVFODXVHDUHLQDGGLWLRQ WRWKH&2175$&725 6
RWKHUH[SUHVVRULPSOLHGDVVXUDQFHVRIWKLV&RQWUDFWRUVWDWHODZDQGLQQRZD\GLPLQLVKDQ\ RWKHU ULJKWV WKDW WKH &,7< PD\ KDYH DJDLQVW WKH &2175$&725 IRU IDXOW\ PDWHULDOV HTXLSPHQWRUZRUN
$WWRUQH\V
)HHV ,I DQ\ DFWLRQ DW ODZ RU LQ HTXLW\ LV QHFHVVDU\ WR HQIRUFH RULQWHUSUHW WKH WHUPV RI WKLV &RQWUDFW HDFK VKDOO EHDU LWV RZQ DWWRUQH\V IHHV FRVWV DQG QHFHVVDU\
GLVEXUVHPHQWV 1RWZLWKVWDQGLQJ WKH IRUHJRLQJ LI DQ\ DFWLRQ LV EURXJKW DJDLQVW WKH &2175$&725RUDQ\VXEFRQWUDFWRUWRHQIRUFHD6WRS1RWLFHRU1RWLFHWR:LWKKROGZKLFK QDPHGWKH&,7<DVDSDUW\WRVDLGDFWLRQWKH&,7<VKDOOEHHQWLWOHGWRUHDVRQDEOHDWWRUQH\V
IHHV FRVWV DQG QHFHVVDU\ GLVEXUVHPHQWV DULVLQJ RXW RI WKH GHIHQVH RI VXFK DFWLRQ E\ WKH 615
6(&7,21$*5((0(17
&RQWLQXHG

&,7<7KH&,7<VKDOOEHHQWLWOHGWRGHGXFWLWVFRVWVIRUDQ\6WRS1RWLFHILOHGZKHWKHUFRXUW DFWLRQLVLQYROYHGRUQRW
1RWLFHV $Q\ QRWLFH UHTXLUHG RU SHUPLWWHG XQGHU WKLV &RQWUDFW PD\ EH JLYHQ E\ RUGLQDU\ PDLODWWKHDGGUHVVVHWIRUWKEHORZ$Q\SDUW\ZKRVHDGGUHVVFKDQJHVVKDOOQRWLI\WKHRWKHU SDUW\LQZULWLQJ
72&,7<
72&2175$&725

City of Garden Grove RJ Noble Company
Public Works Department Jacob Breedlove, Secretary
Attention: Nick Hsieh 15505. E. Lincoln Avenue
11222 Acacia Parkway Orange, CA 92865
Garden Grove, CA 92842 (714) 637-1550
(714) 741-5190 (714) 637-6321 Fax
(714) 741-5578 Fax

[SIGNATURES ON NEXT PAGE]

616
6(&7,21$*5((0(17
&RQWLQXHG

,1:,71(667+(5(2)WKHVHSDUWLHVKDYHH[HFXWHGWKLV&RQVWUXFWLRQ$JUHHPHQWRQWKHGD\ DQG\HDUVKRZQEHORZ

'DWH
&,7<
&,7<2)*$5'(1*529(

% \

/LVD.LP
&LW\0DQDJHU
$77(67

&LW\&OHUN

'DWH

&2175$&725

&2175$&725
66WDWH/LFHQVH1R 782908 Class A & C12

([SLUDWLRQ'DWH

&2175$&725
6',51R $WWDFKHG&RS\RI\RXU',5&HUWLILFDWH

% \

7LWOH
-DFRE%UHHGORYH6HFUHWDU\

' D W H

$33529('$672)250

BBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
*DUGHQ*URYH&LW\$WWRUQH\
,I&2175$&725LVDFRUSRUDWLRQD&RUSRUDWH
5HVROXWLRQDQGRU&RUSRUDWH6HDOLVUHTXLUHG

'DWHBBBBBBBBBBBBBBBBBBBBBBBBBBB
617

±
)$,7+)8/3(5)250$1&(%21'
&LW\3URMHFW1R&3± %RQG1R
3UHPLXP

127,&(
72:+20,70$< &21&(51
WKRVHZH

DV3ULQFLSDODQG
DV6XUHW\DUHKHOGDQGILUPO\ERXQGXQWRWKH&LW\RI*DUGHQ*URYH &,7<
LQWKHVXPRI

/DZIXO PRQH\ RI WKH 8QLWHG 6WDWHV IRU WKH SD\PHQW RI ZKLFK ZH ELQG KHLUV RXU H[HFXWRUV DGPLQLVWUDWRUVVXFFHVVRUVDQGRXUVHOYHVMRLQWO\DQGVHYHUDOO\
7KDWWKH6XUHW\
VRIILFHLVORFDWHGDW
WHOHSKRQHQR
WKH6XUHW\LVOLFHQVHG WRGREXVLQHVVLQWKH6WDWHRI&DOLIRUQLD DQGWKH
&DOLIRUQLD,QVXUDQFH$JHQW
V/LFHQVH1RDGGUHVVDQGWHOHSKRQHQRDUHDVIROORZV
/LFHQVH1R

$GGUHVV

7HOHSKRQH1R

7KDWWKHIROORZLQJFODXVHPXVWEHFRPSOHWHGLILQIDFWDQRQ UHVLGHQWDJHQWIRUWKH6XUHW\LVD SDUW\WRWKHWUDQVDFWLRQ

1DPHRIQRQUHVLGHQWDJHQW

1RQUHVLGHQWDJHQW
VRIILFHDGGUHVV

7HOHSKRQH1R

7+(&21',7,212)7+,62%/,*$7,21,668&+WKDW

7KH3ULQFLSDOKDVDJUHHGHQWHUHGLQWRDFRQWUDFWDWWDFKHGKH UHWRGDWHGWKHGD\RI ZLWK WKH &,7< 2) *$5'(1 *529( IRU $57(5,$/ 675((76 5(+$%,/,7$7,21352-(&7&LW\3URMHFW1R&3±
,I WKH 3ULQFLSDO VKDOO ZHOO DQG WUXO\ SHUIRUP RU FDXVH WR E H SHUIRUPHG HDFK DQG DOO RI WKH UHTXLUHPHQWVDQGREOLJDWLRQVRIWKHFRQWUDFWWREHSHUIRUPHGE\WKH3ULQFLSDODVVHWIRUWKLQWKH FRQWUDFWWKHQWKLVERQGVKDOOEHQXOODQGYRLG
RWKHUZLVHLW VKDOOUHPDLQLQIXOOIRUFHDQGHIIHFW ,Q WKH HYHQW WKDW VXLW LV LQVWLWXWHG WR UHFRYHU RQ WKLV ERQG WKH 6XUHW\ ZLOO SD\ UHDVRQDEOH DWWRUQH\V
IHHV

)XUWKHUWKH6XUHW\IRUYDOXHUHFHLYHGKHUHE\VWLSXODWHVD QGDJUHHVWKDWQRFKDQJHH[WHQVLRQ RIWLPHDOWHUDWLRQRU PRGLILFDWLRQRI WKHFRQWUDFW GRFXPHQWVRURI ZRUNSHUIRUPHGVKDOOLQDQ\ ZD\DIIHFWLWVREOLJDWLRQRQWKLVERQGDQGLWGRHVKHUHE\ZDLYHQRWLFHRIDQ\FKDQJHH[WHQVLRQ RIWLPHDOWHUDWLRQRUPRGLILFDWLRQRIWKHFRQWUDFWGRFXPHQWVRURIZRUNWREHSHUIRUPHG 618

)$,7+)8/3(5)250$1&(%21'
&RQWLQXHV

([HFXWHGWKLVGD\RIBBB

3ULQFLSDO 3ULQFLSDO

% \

6XUHW\

% \

$WWRUQH\LQ)DFW

&DOLIRUQLD5HVLGHQW$JHQW

% \

1RQUHVLGHQW$JHQW$WWRUQH\LQ)DFW

67$7(2)&$/,)251,$

&2817<2)
VV

2QWKLVGD\RIEHI RUHPHD1RWDU\3XEOLFLQDQGIRUVDLG&RXQW\ UHVLGLQJWKHUHLQGXO\FRPPLVVLRQHGDQGVZRUQSHUVRQDOO\DSSHDUHG NQRZQWRPHWREHWKH$WWRUQH\LQ)DFWRIWKHRI (Corporation)
DQGDFNQRZOHGJHGWKDWLWH[HFXWHGWKHDWWDFKHGERQGWRWKH (State)
&LW\RI*DUGHQ*URYH DVVXFK$WWRUQH\LQ)DFWDQGDVWKHIUHHD FWDQG GHHGRIWKH FRUSRUDWLRQ DQG WKDWWKHERQGZDVH[HFXWHGRQEHKDOIRIWKHFRUSRUDWLRQE\DXWKRULW\RILWV%RDUGRI'LUHFWRUV
,1:,71(66:+(5(2),KDYHKHUHZLWKVHWP\KDQGDQGDIIL[HGP\2IILFLDO6HDOWKHGD\DQG\HDU LQWKLVFHUWLILFDWHILUVWDERYHZULWWHQ

$FNQRZOHGJPHQW E\ 1RQ
UHVLGHQW $JHQW DV $WWRUQH\
LQ)DFWPXVWEHDWWDFKHG

1RWDU\3XEOLFLQDQGIRUVDLG&RXQW\DQG6WDWH
0\&RPPLVVLRQH[SLUHV

619

±
/$%25$1'0$7(5,$/%21'
&LW\3URMHFW1R&3± %RQG1R
3UHPLXP
127,&(
72:+20,70$<&21&(51
WKRVHZH

DV3ULQFLSDODQG DV6XUHW\
DUHKHOGDQGILUPO\ERXQGXQWRWKH&LW\RI*DUGHQ*URYH&DOLIRUQLD &,7<
LQWKHVXPRIBBBB
'ROODUV
O D Z I X O P R Q H \ R I W K H 8 Q L W H G
6WDWHV IRU WKH SD\PHQW RI WKH VXP ZH ELQG KHLUV RXU H[HFXWRUV DGPLQLVWUDWRUV VXFFHVVRUV DQG RXUVHOYHVMRLQWO\DQGVHYHUDOO\

7KDWWKH6XUHW\
VRIILFHLVORFDWHGDW
WHOHSKRQHQR WKH6XUHW\LVOLFHQVHGWRGREXVLQHVVLQWKH
6WDWHRI&DOLIRUQLD
DQGWKH&DOLIRUQLD,QVXUDQFH$JHQW
V/LFHQVH1RDGGUHVVDQGWHOHSKRQHQRDUH
DVIROORZV

/LFHQVH1R

$GGUHVV

7HOHSKRQH1R

7KDWWKHIROORZLQJFODXVHPXVWEHFRPSOHWHGLILQIDFWDQRQ UHVLGHQWDJHQWIRUWKH6XUHW\LVD SDUW\WRWKHWUDQVDFWLRQ

1DPHRIQRQUHVLGHQWDJHQW

1RQUHVLGHQWDJHQW
VRIILFHDGGUHVV

7HOHSKRQH1R

7+(&21',7,212)7+,62%/,*$7,21,668&+WKDW

7KH3ULQFLSDOKDVHQWHUHGLQWRDFRQWUDFWDWWDFKHGKHUHWRG DWHG GD\RI BBBBBBBBBBBBBBBB ZLWK WKH &,7< 2) *$5'(1 *529( IRU $57(5,$/ 675((765(+$%,/,7$7,21352-(&7&LW\3URMHFW1R&3±
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
RWKHUZLVHWKHDERYHREOLJDWLRQVKDOOEHYRLG,QFDVHVXLWLVEURXJKWXSRQ WKLVERQGWKH6XUHW\ZLOOSD\UHDVRQDEOHDWWRUQH\V
IHHV

7KH6XUHW\IRUYDOXHUHFHLYHGKHUHE\VWLSXODWHVDQGDJUHHV WKDWQRFKDQJHH[WHQVLRQRIWLPH DOWHUDWLRQ RU PRGLILFDWLRQ RI WKH FRQWUDFW GRFXPHQWV RU RI ZRUN SHUIRUPHG VKDOO LQ DQ\ ZD\ DIIHFW LWV REOLJDWLRQ RQ WKLV ERQG DQG LW GRHV KHUHE\ ZDLYH QRWLFH RI DQ\ FKDQJH H[WHQVLRQ RI WLPHDOWHUDWLRQRUPRGLILFDWLRQRIWKHFRQWUDFWGRFXPHQWVRURIZRUNWREHSHUIRUPHG 620

/$%25$1'0$7(5,$/%21'
&RQWLQXHV

7KLVERQGVKDOOLQXUHWRWKHEHQHILWRIDQ\DQGDOOSHUVRQV FRPSDQLHVDQGFRUSRUDWLRQVHQWLWOHG WR WKH FODLPV XQGHU &LYLO &RGH HW VHT VR DV WR JLYH D ULJKW RI DFWLRQ WR WKHP RU WKHLU DVVLJQHHVLQDQ\VXLWEURXJKWXSRQWKLVERQG

([HFXWHGWKLVGD\RI

3ULQFLSDO 3ULQFLSDO

% \

6XUHW\

% \

$WWRUQH\LQ)DFW

&DOLIRUQLD5HVLGHQW$JHQW

% \

1RQUHVLGHQW$JHQW$WWRUQH\LQ)DFW

67$7(2)&$/,)251,$

&2817<2)
VV

2QWKLVGD\RIEHI RUHPHD1RWDU\3XEOLFLQDQGIRUVDLG&RXQW\ DQG6WDWHSHUVRQDOO\DSSHDUHG
NQRZQWRPHWREHWKH$WWRUQH\LQ)DFWRI WKHRI (Corporation)
DQGDFNQRZOHGJHGWKDWLWH[HFXWHGWKHDWWDFKHGERQGWRWKH (State)
&LW\RI*DUGHQ*URYH DVVXFK$WWRUQH\LQ)DFWDQGDVWKHIUHHD FWDQG GHHGRIWKH FRUSRUDWLRQ DQG WKDWWKHERQGZDVH[HFXWHGRQEHKDOIRIWKHFRUSRUDWLRQE\DXWKRULW\RILWV%RDUGRI'LUHFWRUV
,1:,71(66:+(5(2),KDYHKHUHZLWKVHWP\KDQGDQGDIIL[HGP\2IILFLDO6HDOWKHGD\DQG\HDU LQWKLVFHUWLILFDWHILUVWDERYHZULWWHQ

$FNQRZOHGJPHQW E\ 1RQ
UHVLGHQW $JHQW DV $WWRUQH\
LQ)DFWPXVWEHDWWDFKHG

1RWDU\3XEOLFLQDQGIRUVDLG&RXQW\DQG6WDWH
0\&RPPLVVLRQH[SLUHV

621

±
(6&52:$*5((0(17)256(&85,7<'(326,76,1/,(82)5(7(17,21 7KLV(VFURZ$JUHHPHQWLVPDGHDQGHQWHUHGLQWRE\DQGEHWZHHQ ZKRVHDGGUHVVLV
KHUHLQDIWHUFDOOHGRZQHU
ZKRVHDGGUHVVLV
KHUHLQDIWHUFDOOHGFRQWUDFWRU
DQG ZKRVHDGGUHVV
LV
KHUHLQDIWHUFDOOHGHVFURZDJHQW
)RUWKHFRQVLGHUDWLRQKHUHLQDIWHUVHWIRUWKWKHRZQHUFRQWUDF WRUDQGHVFURZDJHQWDJUHHDV

IROORZV

3XUVXDQWWR6HFWLRQRIWKH3XEOLF&RQWUDFW&RGHRIWK H6WDWHRI&DOLIRUQLDWKH FRQWUDFWRU KDV WKH RSWLRQ WR GHSRVLW VHFXULWLHV ZLWK WKH HVFURZ DJHQW DV D VXEVWLWXWH IRU UHWHQWLRQ HDUQLQJV UHTXLUHG WR EH ZLWKKHOG E\ WKH RZQHU SXUVXDQW WR WKH FRQVWUXFWLRQ FRQWUDFW HQWHUHG LQWR EHWZHHQWKHRZQHUDQGFRQWUDFWRUIRULQWKHDPRXQWRI B GDWHG
KHU HDIWHUUHIHUUHGWRDVWKHFRQWUDFW
$OWHUQDWLYHO\RQZULWW HQ
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

7KH RZQHU VKDOO PDNH SURJUHVV SD\PHQWV WR WKH FRQWUDFWRU IR U WKRVH IXQGV ZKLFK RWKHUZLVH ZRXOG EH ZLWKKHOG IURP SURJUHVV SD\PHQWV SXUVXDQW WRWKH FRQWUDFW SURYLVLRQ SURYLGHG WKDWWKHHVFURZDJHQWKROGVVHFXULWLHVLQWKHIRUPDQGDPRXQWVSHFLILHGDERYH

:KHQ WKH RZQHU PDNHV SD\PHQW RI UHWHQWLRQV HDUQHG GLUHFWO\ WR WKH HVFURZ DJHQW WKH HVFURZ DJHQW VKDOO KROG WKHP IRU WKH EHQHILW RI WKH FRQWUDFWRU XQWLO VXFK WLPH DV WKH HVFURZ FUHDWHGXQGHUWKLVFRQWUDFWLVWHUPLQDWHG7KHFRQWUDFWRUPD\ GLUHFWWKHLQYHVWPHQWRIWKHSD\PHQWV LQWRVHFXULWLHV$OOWHUPVDQGFRQGLWLRQVRIWKLVDJUHHPHQWDQ GWKHULJKWVDQGUHVSRQVLELOLWLHVRIWKH SDUWLHVVKDOOEHHTXDOO\DSSOLFDEOHDQGELQGLQJZKHQWKHRZQHUSD\VWKHHVFURZDJHQWGLUHFWO\

7KH FRQWUDFWRU VKDOO EH UHVSRQVLEOH IRU SD\LQJ DOO IHHV IRU WKH H[SHQVHV LQFXUUHG E\ WKH HVFURZDJHQW LQ DGPLQLVWHULQJ WKH HVFURZDFFRXQW 7KHVH H[SHQVHV DQG SD\PHQW WHUPV VKDOO EHGHWHUPLQHGE\WKHFRQWUDFWRUDQGHVFURZDJHQW

7KH LQWHUHVW HDUQHG RQ WKH VHFXULWLHV RU WKH PRQH\ PDUNHW D FFRXQWV KHOG LQ HVFURZ DQG DOO LQWHUHVW RQ WKH LQWHUHVW VKDOO EH WKH VROH DFFRXQW RI F RQWUDFWRU DQG VKDOO EH VXEMHFW WR ZLWKGUDZDOE\FRQWUDFWRUDWDQ\WLPHDQGIURPWLPHWRWLPHZLWKRXWQRWLFHWRWKHRZQHU

7KH FRQWUDFWRU VKDOO KDYH WKH ULJKW WR ZLWKGUDZ DOO RU DQ\ SDUW RI WKH SULQFLSDO LQ WKH HVFURZ DFFRXQW RQO\ E\ ZULWWHQ QRWLFH WR WKH HVFURZ DJHQW DFFRPSDQLHG E\ ZULWWHQ DXWKRUL]DWLRQ IURPWKHRZQHUWRWKHHVFURZDJHQWWKDWWKHRZQHUFRQVHQWVWRW KHZLWKGUDZDORIWKHDPRXQWVRXJKW WREHZLWKGUDZQE\FRQWUDFWRU

7KHRZQHUVKDOOKDYHDULJKWWRGUDZXSRQWKHVHFXULWLHVLQ WKHHYHQWRIGHIDXOWE\WKH FRQWUDFWRU 8SRQ WZR GD\V
ZULWWHQ QRWLFH WR WKH HVFURZ DJHQWIURP WKH RZQHU RI WKH GHIDXOW WKH 622

HVFURZ DJHQW VKDOO LPPHGLDWHO\ FRQYHUW WKH VHFXULWLHV WR FDVK D QG VKDOO GLVWULEXWH WKH FDVK DV LQVWUXFWHGE\WKHRZQHU

8SRQUHFHLSWRIZULWWHQQRWLILFDWLRQIURPWKHRZQHUFHUWLI\ LQJWKDWWKHFRQWUDFWLVILQDO DQGFRPSOHWHDQGWKDWWKHFRQWUDFWRUKDVFRPSOLHGZLWKDOOUHT XLUHPHQWVDQGSURFHGXUHVDSSOLFDEOH WRWKHFRQWUDFWWKHHVFURZDJHQWVKDOOUHOHDVHWRWKHFRQWUDFW RUDOOVHFXULWLHVDQGLQWHUHVWRQGHSRVLW OHVVHVFURZIHHVDQGFKDUJHVRIWKHHVFURZDFFRXQW7KHHVFURZ VKDOOEHFORVHGLPPHGLDWHO\XSRQ GLVEXUVHPHQWRIDOOPRQH\VDQGVHFXULWLHVRQGHSRVLWDQGSD\PHQWRIIHHVDQGFKDUJHV

7KH HVFURZ DJHQW VKDOO UHO\ RQ WKH ZULWWHQ QRWLILFDWLRQV IU RP WKH RZQHU DQG WKH FRQWUDFWRUSXUVXDQWWR6HFWLRQV

WR

LQFOXVLYHRIWKLV DJUHHPHQWDQGWKHRZQHUDQGFRQWUDFWRU VKDOO KROG WKH HVFURZ DJHQW KDUPOHVV IURP WKH HVFURZ DJHQW V UH OHDVH FRQYHUVLRQ DQG
GLVEXUVHPHQWRIWKHVHFXULWLHVDQGLQWHUHVWDVVHWIRUWKDERYH

7KH QDPHV RI WKH SHUVRQV ZKR DUH DXWKRUL]HG WR JLYH ZULWWH Q QRWLFH RU WR UHFHLYH ZULWWHQ QRWLFH RQ EHKDOI RI WKH RZQHU DQG RQ EHKDOI RI WKH FRQW UDFWRU LQ FRQQHFWLRQ ZLWK WKH IRUHJRLQJDQGH[HPSODUVRIWKHLUUHVSHFWLYHVLJQDWXUHVDUHDVIROORZV
2QEHKDOIRIWKHRZQHU
2QEHKDOIRIWKHFRQWUDFWRU

2QEHKDOIRIWKHRZQHU
2QEHKDOIRIWKHFRQWUDFWRU

7LWOH 7LWOH

1DPH 1DPH

6LJQDWXUH 6LJQDWXUH

$GGUHVV $GGUHVV

623

2QEHKDOIRIWKHHVFURZDJHQW

7LWOH 7LWOH

1DPH 1DPH

6LJQDWXUH 6LJQDWXUH

$GGUHVV $GGUHVV

$W WKH WLPH WKH HVFURZ DFFRXQW LV RSHQHG WKH RZQHU DQG FRQWUDFWRU VKDOO GHOLYHU WR WKH HVFURZDJHQWDIXOO\H[HFXWHGFRXQWHUSDUWRIWKLV$JUHHPHQW ,1:,71(66:+(5(2)WKHSDUWLHVKDYHH[HFXWHGWKLV$JUHHPHQWE\ WKHLUSURSHURIILFHUV RQWKHGDWHILUVWVHWIRUWKDERYH

2ZQHU&RQWUDFWRU 'DWHG

7LWOH7LWOH

$SSURYHGDVWR)RUP
&LW\$WWRUQH\

624

Garden Grove City CouncilAugust 13, 2024

Garden Grove City Council
August 13, 2024