Agenda packet — Orange City Council, November 15, 2022 (part 1 of 7)

Tom Kisela
Interim City Manager
Gary A. Sheatz
City Attorney
Pamela Coleman
City Clerk
MARK A. MURPHY
Mayor

KIMBERLEE NICHOLS
Mayor pro tem

CHIP MONACO
Councilmember

ARIANNA BARRIOS
Councilmember, District 1

JON DUMITRU
Councilmember, District 2

KATHY TAVOULARIS
Councilmember, District 3

ANA GUTIERREZ
Councilmember, District 5
AGENDA
City Council
November 15, 2022
Joint Meeting with the Orange
Industrial Development Authority
Adjourned Regular Meeting
5:00 PM Closed Session
6:00 PM Regular Session
City Council Chamber
300 E. Chapman Avenue
Orange, CA 92866
The City of Orange City Council welcomes you to this meeting and encourages your participation. Regular City Council meetings are held on the second Tuesday of each month at 6:00 p.m.

Agenda Information
The agenda contains a brief general description of each item to be considered. The City Council may take legislative action deemed appropriate with respect to the item and is not limited to the recommended action indicated in staff reports or the agenda. The agenda and supporting documentation is available after 4:00 p.m. on the Thursday prior to the Council meeting on the City's website at www.cityoforange.org, at the City Clerk's Office located at 300 E. Chapman Avenue, and at the Main Public Library located at 407 E. Chapman Avenue. Written materials relating to an item on the agenda that are provided to the City Council after agenda packet distribution and within 72 hours before Council is to consider the item will be made available for public inspection in the City Clerk’s Office during normal business hours; at the City Council meeting; and made available on the City's website.

Public Participation
Regular meetings are televised live on Spectrum Cable Channel 3 and AT&T U-verse Channel 99, and streamed live and on-demand on the City's website at www.cityoforange.org.

Pursuant to Government Code Section 54954.3, members of the public may address the City Council on any agenda item before or during Council’s consideration of the item, and on any other matters within the City Council’s jurisdiction by using any of the following methods:
1) In-Person
To speak on an item on the agenda, complete a speaker card indicating your name and address, and identifying the agenda item number or subject matter you wish to address. The card should be given to the City Clerk prior to the start of the meeting. General comments are received during the “Public Comments” section at the beginning of the Regular Session. No action may be taken on off-agenda items unless

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1 City Council Agenda November 15, 2022
authorized by law. Public Comments are limited to three (3) minutes per speaker unless a different time limit is announced. It is requested that you state your name for the record, then proceed to address the City Council. All speakers shall observe civility, decorum, and good behavior. 2) Written Public Comments via email or eComment
Members of the public can submit their written comments electronically for City Council consideration by emailing them to [email protected] with the subject line “Public Comment Item # (insert the item number relevant to the comment)” or “Public Comment Non-agenda Item” for general public comments. The public can also submit written comments on the City’s eComment page. Please visit the City’s website at www.cityoforange.org, click Current City Council Agenda, then click the eComment link for this meeting. To ensure distribution to the City Council prior to consideration of the agenda, we encourage the public to submit comments by 3:00 p.m. the day of the meeting. All written comments will be provided to the Council and posted on the City’s website.
3) Public Comments via recorded voicemail message
Finally, the public can record their comments by calling (714) 744-2234 no later than 5:00 p.m. the day of the meeting. Recorded messages will not be played at the meeting, but will be provided to the Council.

In accordance with Ordinance No. 10-01, any person making personal, impertinent, slanderous or profane remarks or who becomes boisterous while addressing the Council shall be called to order by the Mayor. If such conduct continues, the Mayor may order the person barred from addressing the City Council further during that meeting, unless permission to continue is granted by a majority vote of the Council.

Please contact the City Clerk’s Office at (714) 744-5500 with any questions.

ADA Requirements: In compliance with the Americans with Disabilities Act, if you need accommodations to participate in this meeting, please contact the City Clerk's office at (714) 744-5500. Notification at least 48 hours in advance of meeting will enable the City to make arrangements to assure accessibility to this meeting.

REMINDER: Please silence all electronic devices while City Council is in session.

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5:00 PM CLOSED SESSION

1. CALL TO ORDER

1.1 ROLL CALL

2. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, members of the public may address the Council on Closed Session items only. Public Comments are limited to three (3) minutes per speaker.

3. RECESS TO CLOSED SESSION
a. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(a) & (d)(1) - One case Name of case: Mary's Kitchen, et al. v. City of Orange
United States District Court Case No. 8:21-cv-01483-JVS-KES

4. CLOSED SESSION REPORT

5. ADJOURNMENT
The City Council will adjourn to the 6:00 p.m. Regular Session in the Council Chamber. 6:00 PM REGULAR SESSION

1. OPENING/CALL TO ORDER

1.1 INVOCATION
Rev. Dr. Robb Ring, Immanuel Lutheran Church of Orange

1.2 PLEDGE OF ALLEGIANCE
Mayor pro tem Kimberlee Nichols

1.3 ROLL CALL

1.4 PRESENTATIONS/ANNOUNCEMENTS
Orange High School Student Liaison Diego Paz
El Modena High School Student Liaison Ruby Hewitt
Orange Public Library Foundation Presentation to the Orange Public Library

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2. PUBLIC COMMENTS
At this time, members of the public may address the Council on matters not listed on the agenda within the subject matter jurisdiction of the City Council, provided that NO action may be taken on off-agenda items unless authorized by law. Public Comments are limited to three (3) minutes per speaker.

3. CONSENT CALENDAR
All items on the Consent Calendar are considered routine and are enacted by one motion approving the recommended action listed on the Agenda. Any member of the City Council, staff or the public may request an item be removed from the Consent Calendar for discussion or separate action. Unless otherwise specified in the request to remove an item from the Consent Calendar, all items removed shall be considered immediately following action on the remaining items on the Consent Calendar.

3.1. Waive reading in full of all ordinances on the Agenda.

Approve.

Recommended Action:

Attachments: Staff Report

3.2. Confirmation of warrant registers dated October 7, 13, 21, and 27, 2022.

Approve.

Recommended Action:

Attachments: Staff Report

3.3. Approval of minutes of the City of Orange City Council Regular Meeting held on October 11, 2022, and Adjourned Regular Meeting held on October 25, 2022.

Approve minutes as presented.

Recommended Action:

Staff Report
October 11, 2022 Regular Meeting minutes
October 25, 2022, Adjourned Regular Meeting minutes
Attachments:

3.4. Agreement with RHA Landscape Architects Planners, Inc. for design services for the Capital Improvement Project, Hart Park Pickleball and Fitness Circuit Project.

Approve agreement with RHA Landscape Architects Planners, Inc. in the amount of $257,092 for design services for Capital Improvement Project, Hart Park Pickleball and Fitness Circuit Design Project (20315); and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

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Staff Report
Proposal Abstract Summary
Draft Agreement with RHA - Hart Park Pickleball and Fitness Circuit Design
Attachments:

3.5. Agreements between the City of Orange and Environmental System Research Institute, Inc. (ESRI) for (1) Enterprise License Agreement for the Citywide Geographic Information System (GIS), and (2) ESRI Enterprise Advantage Program to assist the City in creating GIS applications, data conversion and training.

1. Approve Enterprise Agreement (EA) with Environmental System Research Institute, Inc. for a three-year term (ESRI Quotation #Q-479546) totaling $331,500 paid in three one-year increments $110,500 each for the period December 7, 2022, through December 6, 2025, and authorize the Mayor and City Clerk to execute on behalf of the City. The cost includes one license of the ArcGIS Data Interoperability Extension for Desktop ArcGIS.

2. Approve the ESRI Enterprise Advantage Program (EEAP) Agreement with Environmental System Research Institute, Inc. for a three-year term (ESRI Quotation #Q-479549) in the amount of $153,040 for the period February 8, 2023, through February 7, 2026, to assist the City in the creation of GIS applications throughout the city, data conversion, and training and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
ESRI Small Municipal and County Government Enterprise Agreement Q-479546
ESRI Enterprise Advantage Program Q-479549
Attachments:

3.6. Agreement with LIN Consulting, Inc. for design of the Area Lighting Replacement at Grijalva Park project.

Approve agreement with LIN Consulting, Inc. in the total amount of $48,812.50 representing the original proposal amount of $44,375, plus a 10% contingency of $4,437, for the Area Lighting Replacement at Grijalva Park project (20477); and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Draft Agreement – Area Lighting Replacement at Grijalva Attachments:

3.7. Agreement with Gillis + Panichapan Architects, Inc. for Architectural and Engineering Design Services for Fire Stations No. 3 & No. 5 Building Additions.

Approve the agreement with Gillis + Panichapan Architects, Inc. in the amount of $240,240, representing an original amount of $218,400 plus a 10% contingency of Recommended Action:

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$21,840, for Architectural and Engineering Design Services for the Fire Stations No. 3 & No. 5 Building Additions project (SP-4225) and authorize the Mayor and City Clerk to execute the agreement on behalf of the City.

Staff Report
Professional Services Agreement
Attachments:

3.8. Agreement with HomeAid Orange County for Permanent Local Housing Allocation funding for the Family Care Center.

1. Authorize the appropriation of $222,815 from the Building Homes & Jobs Act (312) unreserved fund balance to expenditures account number 312.6001.52611.00000 - Payment To Other Agencies-PLHA Family Care.

2. Approve the agreement with HomeAid in the amount of $222,815 for the Family Care Center operations and authorize the Mayor and City Clerk to execute on behalf of the City.

3. Authorize the City Manager to make minor language changes to the agreement, related attachments, and any documents if needed and execute on behalf of the City.

Recommended Action:

Staff Report
Agreement with HomeAid Orange County
Attachments:

3.9. Sixth Amendment to Agreement with Granicus LLC, a Minnesota Limited Liability Company, for one year of subscription renewal.

Approve the Sixth Amendment to Master Subscription Agreement No. 6858 with Granicus, LLC for a one year renewal of annual subscriptions in the amount of $109,861.58; and authorize the Mayor and City Clerk to execute the agreement on behalf of the City.

Recommended Action:

Staff Report
Sixth Amendment to Master Subscription Agreement with Granicus, LLC
Attachments:

3.10. Agreement with R. Jensen Co. Inc. and RJ Noble Inc. to move a modular building from the former Fire Headquarters to 517 W. Struck Ave. and complete necessary pavement improvements at the site.

1. Approve the agreement with R. Jensen Co., Inc., in the amount of $87,308, and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Approve Amendment No. 1 with RJ Noble, Inc., for $63,980, and authorize the Mayor and City Clerk to execute on behalf of the City.

3. Authorize the appropriation of $151,288 from the General Fund unreserved fund balance to 100.000.51670.30200 General Fund, 517 W. Struck Transition.

Recommended Action:

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Staff Report
Agreement with R. Jensen Co., Inc.

Amendment No. 1 with RJ Noble, Inc.

Attachments:

3.11. Agreement with Sagecrest Planning and Environmental for planning staff services.

Approve the agreement with Sagecrest Planning and Environmental in the amount of $145,000 for planning staff services, and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Agreement with Sagecrest Planning and Environmental
Attachments:

3.12. Third Amendment to Agreement with The Hub OC to provide on-site services, referrals, and resources for those experiencing homelessness as part of the 517 W. Struck Transition Plan. (Relates to Agenda Item 3.13)

1. Approve the appropriation of $50,000 from the Community Block Grant (310) unreserved fund balance to expenditure account number 310.9645.51770.30200- 517 W. Struck Transition.

2. Approve the Third Amendment to the Subrecipient Agreement with The Hub OC increasing compensation in the amount of $50,000 for services in support of the 517 W. Struck Transition Plan and authorize the Mayor and the City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Third Amendment to the Agreement with The Hub OC
Attachments:

3.13. Agreement with The HUB OC (“The HUB”) for providing on-site services, referrals, and resources for those experiencing homelessness as part of the 517 W. Struck Project. (Relates to Agenda Item 3.12)
Approve Agreement with the HUB in the amount of $400,000 for services in support of the 517 W. Struck Project; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Agreement with The HUB OC
Attachments:

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3.14. Repair and Maintenance Agreement with the Orange County Water District for the repair of drainage facilities and adjacent slope stabilization.

1. Approve the Repair and Maintenance Agreement with the Orange County Water District and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Authorize the City Manager to execute any future documents related to this action to effect revisions, adjustments or clarifications of the details and performance of the parties appropriate to further the intended purposes of the Agreement.

Recommended Action:

Staff Report
Repair and Maintenance Agreement - OCWD
Attachments:

3.15. Appropriation of $51,110.13 in Senior Mobility Program funds.

Authorize the appropriation of $51,110.13 from the Traffic Improvement-Measure M2 unreserved fund balance to the following expenditure accounts for Traffic Improvement-Measure M2:
$ 438.25 263.7041.51780.20412 Sr. Transportation 19-20
$ 490.28 263.7041.51780.30151 Sr. Transportation 20-21
$ 50,181.60 263.7041.51780.30175 Sr. Transportation 21-22 Recommended Action:

Attachments: Staff Report

3.16. Appropriation of $17,578.26 in State of California Office of Emergency Services funding received.

1. Accept into the City’s revenue budget $17,578.26 in strike team reimbursement funds from the California Office of Emergency Services (Cal-OES), into the revenue account numbers for Cal-OES reimbursements as specified in Section 6 of the staff report.

2. Authorize the appropriation of $17,038.61 into the expenditure account numbers for Overtime-Safety as specified in Section 6 of the staff report.

3. Authorize the appropriation of $539.65 into the expenditure account numbers for Strike Team Expenditures as specified in Section 6 of the staff report.

Recommended Action:

Attachments: Staff Report

3.17. Appropriation of $33,700 in designated donation funding received from the Orange Public Library Foundation.

1. Accept into the City’s budget a $33,700 donation from Orange Public Library Foundation, into revenue account number 100.2001.48390.19322, General Fund - Orange Public Library Foundation.

Recommended Action:

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2. Authorize the appropriation of $33,700 into expenditure account number 100.2004.55131.19322, General Fund - Orange Public Library Foundation.

Attachments: Staff Report

3.18. Approval of plans and specifications for Community Development Block Grant Fiscal Year 2022-2023 Sycamore and Palmyra Neighborhood Street Rehabilitation and Americans with Disabilities Act (ADA) Wheelchair Access Ramp Replacement at Various Locations; and authorization to advertise for bids.

Approve plans and specifications and authorize advertising Bid No. 22-23.17 (SP-4237).

Recommended Action:

Staff Report
Location Map
Attachments:

3.19. Claims for Damages.

Deny the following claims and refer to City Attorney and Claims Adjuster:

1. Patricia L. Frost

2. Gad Herbert Ferrari Rivera

3. Refugio Lopez Alonso
Recommended Action:

Attachments: Staff Report

3.20. Award of Contract to CT&T Concrete Paving, Inc. for Plaza Park Safety Enhancement Project; Bid No. 22-23.13.

1. Authorize the appropriation of $175,000 from the Capital Projects unreserved fund balance to expenditure account number 500.5032.56100.16302, Minor Traffic Control Devices.

2. Award the contract to CT&T Concrete Paving, Inc. in the total amount of $226,523 representing an original bid amount of $205,930, plus a 10% contingency of $20,593, for the Plaza Park Safety Enhancement Project; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Bid Abstract
Contract with CT&T Concrete Paving Inc.

Attachments:

3.21. Award of Contract to Towo Enterprise, Inc. for Annual Concrete Replacement at Various Locations, Phase I, FY 2022-23; Bid No. 22-23.09.

Approve the contract with Towo Enterprise, Inc. in the amount of $486,335, representing an original bid amount of $422,900, plus a 15% contingency of $63,435; Recommended Action:

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and authorize the Mayor and City Clerk to execute on behalf of the City.

Staff Report
Bid Abstract
Contract with Towo Enterprise, Inc.

Attachments:

3.22. First Amendment to Contract with RS Construction and Development, Inc.; and Final Acceptance of Bid No. 21-22.22, Public Works and Community Development Front Counter Remodel Project and authorization to file Notice of Completion.

1. Authorize the appropriation of $57,500 from the Capital Projects unreserved fund balance to expenditure account number 500.5028.56020.20408 Capital Projects - Public Works and Community Development Front Counter Remodel.

2. Approve the First Amendment to Contract in the amount of $57,500 to RS Construction and Development, Inc. for the additional work and authorize the Mayor and City Clerk to execute on behalf of the City.

3. Accept Public Works and Community Development Front Counter Remodel Project as complete (SP-4097), and authorize staff to file Notice of Completion with the County Recorder.

Recommended Action:

Staff Report
First Amendment to Contract
Notice of Completion and Acceptance
Attachments:

3.23. First Amendment to Contract with Gentry General Engineering, Inc.; Final Acceptance of Bid No. 21-22.38, Chapman Ave. and Yorba St. Sidewalk Repair; and authorization to file Notice of Completion.

1. Approve the First Amendment to Contract with Gentry General Engineering, Inc. in the amount of $37,525.99 for the additional work; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Accept Chapman Ave. and Yorba St. Sidewalk Repair Project as complete (SP4212) and authorize staff to file Notice of Completion with the County Recorder.

Recommended Action:

Staff Report
First Amendment to Contract
Notice of Completion and Acceptance
Attachments:

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3.24. Second Reading and adoption of an Ordinance of the City Council of the City of Orange amending Titles 12, 13, and 15 of the Orange Municipal Code adopting and amending the 2022 editions of the California Building Standards Codes and related model codes, with appendices, relating to the building codes. Ordinance No. 06-22.

Adopt Ordinance No. 06-22.

Recommended Action:

Staff Report
Ordinance No. 06-22
Attachments:

3.25. Second Reading and adoption of an Ordinance of the City Council of the City of Orange deleting Chapter 15.32, City of Orange Fire Code, in its entirety and adding Chapter 15.32, adopting and amending the 2022 California Fire Code and portions of the 2021 International Fire Code as the City of Orange Fire Code, to Title 15 (Buildings and Construction) of the Orange Municipal Code. Ordinance No. 07-22.

Adopt Ordinance No. 07-22.

Recommended Action:

Staff Report
Ordinance No. 07-22
Attachments:

3.26. Authorize purchase of cartridge filters and O-rings for Well PFAS treatment systems from various vendors.

Approve purchase orders for PFAS cartridge filters and O-rings in the amount of $300,000 with Towner Filtration, $300,000 with Pure Process Filtration, and $100,000 with PDDA Filtration System for a total amount of $700,000.

Recommended Action:

Attachments: Staff Report

3.27. Purchase order for major Fire Engine and Apparatus repairs from Fire Apparatus Solutions.

Approve the purchase order for major Fire Engine and Apparatus repairs from Fire Apparatus Solutions in the amount not to exceed $100,000 in Fiscal Year 2022-2023.

Recommended Action:

Attachments: Staff Report

3.28. Time extension for Zone Change No. 1297-19, Tentative Tract Map No. 0049-19, Major Site Plan Review No. 0969-19, Design Review No. 4969-19, and Subsequent Mitigated Negative Declaration No. 1865-19 (32-unit Cohen Residential Project).

Recommended Action:

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1. Approve a one-year time extension for Zone Change No. 1297-19, Tentative Tract Map No. 0049-19, Major Site Plan Review No. 0969-19, Design Review No. 4969- 19, and Subsequent Mitigated Negative Declaration No. 1865-19 pursuant to Orange Municipal Code Section 17.08.060.

2. Approve a six-year time extension for Zone Change No. 1297-19, Tentative Tract Map No. 0049-19, Major Site Plan Review No. 0969-19, Design Review No. 4969- 19, and Subsequent Mitigated Negative Declaration No. 1865-19 pursuant to Subdivision Map Act Section 66452.6(e).

Staff Report
Attachment 1 Letter from David Cohen
Attachment 2 Ordinance No. 20-20
Attachment 3 City Council Resolution No. 11288
Attachment 4 City Council Staff Report and Minutes, dated December 8, 2020
Attachments:

3.29. Monthly Treasurer’s Report for July, August, and September 2022.

Receive and file.

Recommended Action:

Staff Report
Investment Report July 2022
Investment Report August 2022
Investment Report September 2022
Attachments:

3.30. Addition of 167 N. Little Main Street to the City of Orange Historic Resources Inventory.

Adopt findings of the cultural resource assessment and include 167 N. Little Main Street in the City of Orange Historic Resources Inventory.

Recommended Action:

Staff Report
167 North Little Main Street Determination of Historic Eligiblity Attachments:

3.31. Approval of amendment to Orange Management Association (OMA) salary tables increasing the salary for the classification of Senior Plan Check Engineer.

Resolution No. 11425.

Adopt Resolution No. 11425. A Resolution of the City Council of the City of Orange amending Resolution No. 11272 between the City of Orange and the Orange Management Association.

Recommended Action:

Staff Report
Resolution No. 11425
Attachments:

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3.32. Classification, compensation, and terms of employment of Part-Time and Limited Duration employees for the period of July 1, 2022 through December 31, 2023.

Resolution Nos. 11423 and 11424.

1. Adopt Resolution No. 11423. A Resolution of the City Council of the City of Orange relating to the classification, compensation, and terms of employment for Part-time and Limited Duration employees of the City of Orange effective July 1, 2022 through and including December 31, 2023, and repealing Resolution No. 11359 and amendments thereto.

2. Adopt Resolution No. 11424. A Resolution of the City Council of the City of Orange rescinding Resolution No. 11411 and amending the citywide pay schedule in accordance with the requirements of the California Code of Regulations, Title 2, Section 570.5.

Recommended Action:

Staff Report
Resolution No. 11423
Resolution No. 11424
Attachments:

3.33. Adoption of Fiscal Year Ended June 30, 2022, Measure M2 Expenditure Report.

Resolution No. 11420.

Adopt Resolution No. 11420. A Resolution of the City Council of the City of Orange concerning the Fiscal Year 2021-2022 Measure M2 Expenditure Report for the City of Orange.

Recommended Action:

Staff Report
Resolution No. 11420
City of Orange M2 Expenditure Report for the Fiscal Year Ended June 30, 2022
Attachments:

END OF CONSENT CALENDAR
* * * * * * * *

4. REPORTS FROM MAYOR MURPHY

5. REPORTS FROM COUNCILMEMBERS
An opportunity for Councilmembers to make a brief announcement, report, or request.

No action(s) will be taken pursuant to Government Code Section 54954.2(a)(3).

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6. ADMINISTRATIVE REPORTS

6.1. Grijalva Park Skatepark Project Update.

Provide direction to staff on the skatepark project at Grijalva Park.

Recommended Action:

Staff Report
Attachment 1- 2005 Grijalva Park Masterplan
Attachment 2 - 2019 Grijalva Park Masterplan
Attachment 3 - 2022 Alternative Grijalva Park Masterplan Attachment 4 - Skatepark Potential Conceptual Design
Attachments:

6.2. Historic Property Preservation Agreements (Mills Act Contracts) for three qualified historic properties.

Council determination regarding the three Mills Act Contracts between the City of Orange and the identified property owners for the preservation and rehabilitation of qualified historic properties and authorize the Mayor and City Clerk to execute the contracts on behalf of the City.

Recommended Action:

Staff Report
Table Summary of 3 Mills Act Applications
Mills Act Contract MAC 413.0-22 with photograph
Mills Act Contract MAC 414.0-22 with photograph
Mills Act Contract MAC 418.0-22 with photograph
529 S Grand Street Illustrative Graphic
Attachments:

6.3. Request to implement permit parking on both sides of Lilac Lane from Culver Avenue to Orchard Avenue, both sides of Plum Lane from Culver Avenue to Orchard Avenue, and both sides of Orchard Avenue from Flower Street to the easterly terminus of the street. Resolution No. 11422.

1. Approve permit parking on both sides of Lilac Lane from Culver Avenue to Orchard Avenue.

2. Approve permit parking on both sides of Plum Lane from Culver Avenue to Orchard Avenue.

3. Approve permit parking on both sides of Orchard Avenue from Flower Street to the easterly terminus of the street.

4. Adopt Resolution No. 11422. A Resolution of the City Council of the City of Orange rescinding Resolution No. 11385 and adopting a revised master resolution of permit parking areas within the City of Orange.

Recommended Action:

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Staff Report
Resolution No. 11422
Area Map
October 12, 2022 City Traffic Commission Staff Report
October 12, 2022 City Traffic Commission Draft Minutes
Notification Letters
City of Orange NPPP Policy
Attachments:

7. REPORTS FROM CITY MANAGER

8. PUBLIC HEARINGS

8.1. Public Hearing to consider Conditional Use Permit No. 3154-21, Design Review No. 5060-21, and Minor Site Plan Review No. 1074, and Zone Change No. 1305-21 for a new express car wash facility and associated vacuum canopies located at 1325 West Katella Avenue, and finding that the Zone Change was already considered in the scope of the City of Orange General Plan Program EIR, and the project is exempt from CEQA.

Note: Applicant has requested to continue this item to a date uncertain.

Attachments: Staff Report

8.2. Public Hearing to consider Appeal No. 0558-22, District Lounge, 223 W. Chapman Avenue.

The City Council shall consider the record and such additional evidence as may be offered and may affirm, reverse, or modify, in whole or in part, the action that was appealed.

Recommended Action:

Staff Report
Attachment 1 Appeal Application Dated October 20, 2022
Attachment 2 Orange Police Department Memorandum dated July 28, 2022
Attachment 3 Planning Commission Staff Reports dated September 19, 2022, and October 17, 2022
Attachment 4 Planning Commission Minutes dated September 19, 2022, and October 17, 2022
Attachment 5 Planning Commission Resolution No. PC 26-22 Attachments:

8.3. Public Hearing to consider Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22; a request to rehabilitate two historic buildings at 410 W. Chapman Avenue and 135 N. Atchison Street, remove non-historic structures, construct two new buildings, and provide parking relief to Old Town Gateway, LLC in

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return for dedication and maintenance of a public access pedestrian walkway between N. Atchison Street and N. Cypress Street, and finding of CEQA exemption. Ordinance No. 08-22 and Resolution No. 11421.

1. Introduce and conduct First Reading of Ordinance No. 08-22 approving Development Agreement No. 0008-22 vesting development rights with Old Town Gateway, LLC in return for dedication and maintenance of a public access pedestrian walkway between N. Atchison Street and N. Cypress Street. An Ordinance of the City Council of the City of Orange approving a Development agreement with Old Town Gateway, LLC for a project on a site located at 401 W.

Chapman Avenue and 135 N. Atchison Street.

2. Adopt Resolution No. 11421. A Resolution of the City Council of the City of Orange approving Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 to rehabilitate two historic buildings and remove non-historic sheds to construct two new commercial buildings and create a pedestrian paseo at 410 W. Chapman Avenue and 135 N. Atchison Street.

Recommended Action:

Staff Report
Attachment 1 Ordinance 08-22 (including Draft Development Agreement)
Attachment 2 City Council Resolution No. 11421
Attachment 3 Vicinity Map and Aerial Photo
Attachment 4 Project Plans
Attachment 5 Planning Commission Resolution No. PC 28-22 Attachment 6 Planning Commission Minutes, October 17, 2022 Attachment 7 Planning Commission Staff Report, October 17, 2022 (excluding plans and Cultural Resources Assessment and
Addendum)
Attachment 8 Cultural Resources Assessment
Attachment 9 Santa Fe Depot Specific Plan Excerpts
Attachment 10 Plaza Depot Pedestrian Connection Study Excerpts Attachments:

8.4. Public Hearing to consider Introduction and First Reading of Ordinance No. 10-22 creating the Neighborhood Preservation Overlay Zone; providing development standards to regulate the addition of bedrooms or bathrooms to a primary residence within specified boundaries; revising or adding definitions pertaining to residential additions and student housing; and updating provisions for reviewing body approval of specified matters.

Introduce and conduct First Reading of Ordinance No. 10-22. An Ordinance of the City Council of the City of Orange creating the Neighborhood Preservation Overlay Zone; providing development standards to regulate the addition of bedrooms or bathrooms to a primary residence within specified boundaries; revising or adding definitions Recommended Action:

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pertaining to residential additions and student housing; and updating provisions for reviewing body approval of specified matters.

Staff Report
Attachment 1 - Ordinance No. 10-22
Attachment 2 - Ordinance No. 10-22, Redlined Version
Attachment 3 - Planning Commission Resolution No. PC 29-22 Attachment 4 - November 7, 2022 Planning Commission Staff Report Attachment 5 - Neighborhood Preservation Overlay District Zoning Map Excerpt
Attachment 6 - Citywide Zoning Map with Neighborhood Preservation Overlay District
Attachment 7 - February 8, 2022, City Council Interim Ordinance No. 02-21-B
Attachments:

8.5. Public Hearing to receive and file report summarizing measures taken to evaluate impacts addressed by interim Ordinance No. 18-21; and to consider adoption of second extension of interim Ordinance No. 18-21 and finding of CEQA exemption.

1. Receive and file report of measures taken.

2. Adopt Ordinance No. 18-21-B. Second extension of an interim Ordinance of the City Council of the City of Orange amending Title 16 (Subdivisions) and Title 17 (Zoning) of the Orange Municipal Code by enacting ministerial standards applicable to lot splits in single-family residential zones allowed as a result of SB 9, enacting ministerial standards applicable to the location, access, size and setback of second dwelling units in single-family residential zones allowed as a result of SB 9, and revising definitions to clarify said development standards.

Recommended Action:

Staff Report
Ordinance No. 18-21-B
Attachments:

8.6. Public Hearing to consider Introduction and First Reading of Ordinance No. 09-22 containing administrative updates to various sections of the Orange Municipal Code and finding of CEQA exemption.

Introduce and conduct First Reading of Ordinance No. 09-22. An Ordinance of the City Council of the City of Orange amending various sections of the Orange Municipal Code to delete outdated language, update references to conform with current law and code provisions, make administrative adjustments, and achieve internal consistency.

Recommended Action:

Staff Report
Ordinance No. 09-22
Ordinance No. 09-22 - REDLINED
Attachments:

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17 City Council Agenda November 15, 2022

9. ITEMS RELATED TO THE INDUSTRIAL DEVELOPMENT AUTHORITY

9.1. Report from the Finance Director of the Industrial Development Authority of the City of Orange.

Receive and file.

Recommended Action:

Attachments: Staff Report

10. ADJOURNMENT
The next Regular City Council meeting will be held on Tuesday, December 13, 2022, at 6:00 p.m., in the Council Chamber, with Closed Session beginning at 5:00 p.m., if necessary.

I, Pamela Coleman, CMC, City Clerk for the City of Orange, do hereby declare, under penalty of perjury, that a full and correct copy of this agenda was posted pursuant to Government Code Section 54950 et. seq., at the following locations: Orange Civic Center kiosk and Orange City Clerk's Office at 300 E. Chapman Avenue, Orange Main Public Library at 407 E. Chapman Avenue, Police facility at 1107 N. Batavia Street, and uploaded to the City's website www.cityoforange.org.

Date posted: November 10, 2022

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18 Agenda Item
City Council
Item #: 3.1. 11/15/2022 File #: 22-0659
TO: Honorable Mayor and Members of the City Council
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Waive reading in full of all ordinances on the Agenda.

2. SUMMARY
This item asks the City Council to waive the reading in full of all ordinances on the agenda (if any) and approve their reading by title only.

State law requires that all ordinances be read in full either at the time of the introduction or at the time of passage, unless a motion waiving further reading is adopted by a majority of the City Council (Gov.

Code § 36934).

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
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Agenda Item
City Council
Item #: 3.1. 11/15/2022 File #: 22-0659
TO: Honorable Mayor and Members of the City Council
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Waive reading in full of all ordinances on the Agenda.

2. SUMMARY
This item asks the City Council to waive the reading in full of all ordinances on the agenda (if any) and approve their reading by title only.

Code § 36934).

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
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Agenda Item
City Council
Item #: 3.2. 11/15/2022 File #: 22-0660
TO: Honorable Mayor and Members of the City Council
FROM: Will Kolbow, Assistant City Manager/Administrative Services Director

1. SUBJECT
Confirmation of warrant registers dated October 7, 13, 21, and 27, 2022.

2. SUMMARY
The warrant writings for the above listed dates are on file in the Office of the City Clerk for Council reference.

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
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Agenda Item
City Council
Item #: 3.2. 11/15/2022 File #: 22-0660
TO: Honorable Mayor and Members of the City Council
FROM: Will Kolbow, Assistant City Manager/Administrative Services Director

1. SUBJECT
Confirmation of warrant registers dated October 7, 13, 21, and 27, 2022.

2. SUMMARY
The warrant writings for the above listed dates are on file in the Office of the City Clerk for Council reference.

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
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Agenda Item
City Council
Item #: 3.3. 11/15/2022 File #: 22-0662
TO: Honorable Mayor and Members of the City Council
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Approval of minutes of the City of Orange City Council Regular Meeting held on October 11, 2022, and Adjourned Regular Meeting held on October 25, 2022.

2. SUMMARY
Submitted for your consideration and approval are the minutes of the above meeting(s).

3. RECOMMENDED ACTION
Approve minutes as presented.

4. ATTACHMENTS
· October 11, 2022, Regular Meeting minutes
· October 25, 2022, Adjourned Regular Meeting minutes
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Agenda Item
City Council
Item #: 3.3. 11/15/2022 File #: 22-0662
TO: Honorable Mayor and Members of the City Council
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Approval of minutes of the City of Orange City Council Regular Meeting held on October 11, 2022, and Adjourned Regular Meeting held on October 25, 2022.

2. SUMMARY
Submitted for your consideration and approval are the minutes of the above meeting(s).

3. RECOMMENDED ACTION
Approve minutes as presented.

MINUTES - DRAFT
The City Council of the City of Orange, California convened on October 11, 2022, at 5:00 p.m. in a Regular Meeting in the Council Chamber, 300 E. Chapman Avenue, Orange, California. 4:30 PM EMPLOYEE RECOGNITION

1. WELCOME
Mayor Murphy welcomed everyone.

2. EMPLOYEE SERVICE AWARDS
Employees were recognized for their years of service to the City and the community.

3. RECESS
The City Council recessed at 5:05 p.m.
5:00 PM CLOSED SESSION

1. CALL TO ORDER
Mayor Murphy called Closed Session to order at 5:06 p.m.

1.1 ROLL CALL

Present: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy

Absent: None

2. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
None

3. RECESS TO CLOSED SESSION
The City Council recessed to Closed Session at 5:07 p.m. with all Members present to discuss the following:
a. PUBLIC EMPLOYMENT
Pursuant to Government Code Section 54957.

Title: City Manager

4. CLOSED SESSION REPORT
Pursuant to California Government Code Section 54957.1(a)(5), by a vote of 5 in Favor (Mayor Murphy, Mayor Pro Tem Nichols, and Councilmembers Monaco, Dumitru, and

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25 City Council Minutes - Draft October 11, 2022
Tavoularis) and 2 Against (Councilmembers Barrios and Gutierrez), the City Council accepted the resignation of Robert J. Houston, City Manager.

5. ADJOURNMENT
Closed Session was adjourned at 5:59 p.m.
6:00 PM REGULAR SESSION

1. OPENING/CALL TO ORDER
Mayor Murphy called the meeting to order at 6:10 p.m.

1.1 INVOCATION
Given by Pastor Jonathan Reider from Friends Church Orange.

1.2 PLEDGE OF ALLEGIANCE
Led by Mayor Mark A. Murphy.

1.3 ROLL CALL

Present: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy

Absent: None

1.4 PRESENTATIONS/ANNOUNCEMENTS
Friends of the Orange Public Library presentation to the Orange Public Library.

Olive Pony Baseball Recognition. Council recognized Olive Pony 8U Division and Olive Pony 10U Division for winning the 2022 Pony World Series Championship.

Proclamation recognizing October 9-15, 2022, as National Case Management Week.

Proclamation recognizing National Hispanic Heritage Month.

Councilmember Dumitru announced a Movie in the Park event on October 21 at 7:00 p.m. at El Camino Real Park. Councilmember Monaco announced the Treats in the Streets Autumn Festival event on October 27 from 4:00 to 7:00 p.m. in the Old Towne Orange Plaza. Mayor Murphy announced the Veterans Day Tribute on November 11 at 2:00 p.m. at Veterans Memorial Depot Park and Field of Valor at Handy Park November 5-November 12.

2. PUBLIC COMMENTS
Public Speakers
Diego Paz, Orange High School ASB Ambassador, introduced himself and announced the school was hosting its annual Panther Day of Service on January 14, 2023.

Tim Smith discussed volunteer opportunities in the City of Orange.

Peggy Calvert spoke about the Ukelele Soup Program at the Orange Public Library, and announced the next event is on Saturday, October 15 at 10:30 a.m.

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The following expressed concerns with the homeless situation in the neighborhood near Hart Park: David Holtman, Jonathan Swaim, Tim Colicchio, Dan Gibb, and Tony Trabucco.

The following spoke in opposition of a proposed cemetery near Palmyra Avenue:

Bernie Galasso, Greg Baker, Alan Kinkaid, Bill Vaughter, and Caren Wolf.

Jake Comer addressed the effects of climate change and encouraged the City to develop a Climate Action Plan.

Johanna Speiser discussed the efforts of Fridays for Future OC, and encouraged the City to develop a Climate Action Plan.

Dennis Fulton spoke about the street sweeper leaving a trail of oil in the street.

Alexis Hernandez addressed the effects of climate change and encouraged the City to develop a Climate Action Plan.

Sunny expressed appreciation for community events.

Pat Buttress announced the Orange Rotary Ribfest on Sunday, October 16.

Dave Casselman commented on illegal fireworks and the need for open space.

Written Public Comment
Janice Brownfield emailed about climate change and Senate Bill 1383.

Andrew Chan emailed about climate change and Senate Bill 1383.

3.1. Waive reading in full of all ordinances on the Agenda.

ACTION: Approved.

3.2. Confirmation of warrant registers dated September 1, 9, 15, 23, and 29, 2022.

ACTION: Approved.

3.3. Approval of minutes of the City of Orange City Council Regular Meeting held on September 13, 2022, and Adjourned Regular Meeting held on September 27, 2022.

ACTION: Approved minutes as presented.

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3.4. Agreement with Robertson Industries, Inc. for maintenance and repair of rubberized play surface material for tot lots in four City parks.

ACTION: Approved agreement with Robertson Industries, Inc. in an amount of $80,625 and authorized the Mayor and City Clerk to execute on behalf of the City.

3.5. Affordable Housing Agreement between the City of Orange and Mercy Housing California 107, L.P. (Relates to Agenda Item 8.3)
Written Public Comments
Susan Perks, Orange County United Way, emailed in support of the Villa St. Joseph project.

Lawrence Armstrong, Orange County United Way, emailed in support of the Villa St.

Joseph project.

ACTION: 1) Approved the Affordable Housing Agreement between the City of Orange and Mercy Housing California 107, L.P. and authorized the Mayor and City Clerk to execute on behalf of the City; 2) Authorized the appropriation of $576,000 from the Low and Moderate Income Housing Asset (921) unreserved fund balance to expenditure account number 921.9810.56571.30210 - Rehab/Dev Loans - Villa St.

Joseph; 3) Authorized the appropriation of $372,756 from Affordable Housing (916) unreserved fund balance to expenditure account number 916.9810.56571.30210 - Rehab/Dev Loans - Villa St. Joseph; and 4) Authorized the City Manager to make minor language changes to agreement, related attachments, and documents if needed and execute on behalf of the City.

3.6. Historic Property Preservation Agreements (Mills Act Contracts) for six qualified historic properties.

Speaker cards were submitted for Item 3.6; therefore, the item was removed from the Consent Calendar for separate consideration.

Public Speakers
The following spoke in opposition to the Mills Act applications submitted for the properties at 515 S. Grand and 529 S. Grand: Mark Wallace, Sue Vaurs, John Goode, Annalisa Goode, Diana Zdenek, Gary Zdenek, Patty Ricci, and Tony Trabucco, representing OTPA.

Council discussed the applications for the properties at 515 S. Grand and 529 S.

Grand. Staff clarified that the properties are zoned R2 allowing development on those properties by right. Council also discussed the property at 154 N. Shaffer.

Staff was directed to return with additional information for Mills Act Contracts 413.0-22, 414.0-22, and 418.0-22. Council also requested a report identifying the discretion Council has, if any, in approving or denying Mills Act Contracts.

ACTION: A motion was made by Councilmember Monaco, seconded by Mayor Murphy, to approve Mills Act Contracts 415.0-22, 416.0-22, and 417.0-22 between the City of Orange and the identified property owners for the preservation and rehabilitation of qualified historic properties and authorize the Mayor and City Clerk to execute on behalf of the City; and to continue Mills Act Contracts 413.0-22, 414.0-22, and 418.0-22 to a future meeting. The motion carried by the following vote:

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Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

3.7. First Amendment to the Agreement with Gillis & Panichapan Architects, Inc. for the Corporation Yard Renovations Project.

ACTION: Approved the first amendment with Gillis & Panichapan Architects, Inc. in the amount of $49,565 for additional design services for the Corporation Yard Renovations Project, and authorized the Mayor and City Clerk to execute on behalf of the City.

3.8. Second Amendment to the Agreement with Merchants Building Maintenance, LLC, for additional custodial services.

ACTION: 1) Approved the amendment with Merchants Building Maintenance, LLC. In the amount of $24,149.04 for custodial services and authorized the Mayor and City Clerk to execute on behalf of the City; and 2) Authorized the appropriation of $24,149.04 from the General Fund unreserved fund balance to expenditure account number 100.0000.51670.30200, General Fund - 517 W. Struck Transition.

3.9. Appropriation of $40,887.28 in State of California Office of Emergency Services funding received.

ACTION: 1) Accepted into the City’s revenue budget $40,887.28 in strike team reimbursement funds from the California Office of Emergency Services (Cal-OES), into revenue account number 100. 3024.48212.40301, Reimbursement from Cal EMA. 2) Authorized the appropriation of $40,784.19 into expenditure account number 100. 3024.50221.40284, Overtime-Safety.
3) Authorized the appropriation of $103.09 into expenditure account number 100.3024.53860.40284, Strike Team Expenditures.

3.10. Appropriation of $30,000 in designated donation funding received from the Friends of the Orange Public Library.

ACTION: 1) Accepted into the City’s budget a $30,000 donation from Friends of the Orange Public Library into revenue account number 100.2001.48390.19990, General Fund - Friends of the Library.
2) Authorized the appropriation of $30,000 into the following expenditure account numbers in the General Fund for Friends of the Orange Public Library:
$ 2,200 100.2001.53011.19990 Employee Appreciation
3,000 100.2001.53301.19990 Library Books
10,750 100.2001.55131.19990 Furniture, Machinery, and Equipment 5,300 100.2014.53340.19990 Craft Supplies
2,750 100.2016.53340.19990 Craft Supplies
6,000 100.2017.53340.19990 Craft Supplies

3.11. Appropriation of $30,487 in designated grant funding received from California Library Literacy Services.

ACTION: 1) Accepted into the City’s revenue budget a $30,487 grant from California Library Literacy Services, into revenue account number 100.2001.45290.30190, General Fund - California Library Literacy Services Grant. 2) Authorized the appropriation of $30,487 to California Library Literacy Services Grant into the following expenditure account numbers:

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$20,000 100.2001.50312.30190 Part-time Misc. Salaries
10,487 100.2001.53001.30190 Materials and Supplies

3.12. Appropriation of $55,594.87 from the Old Towne West Metrolink Parking Structure parking revenue collected during the Orange International Street Fair to be used for maintenance costs.

ACTION: 1) Accepted into the City’s revenue budget $55,594.87 in Metrolink Parking Structure funds from the parking fees into revenue account 100.0000.48380.17006, General Fund - Street Fair Metrolink Parking.
2) Authorized the appropriation of $55,594.87 into expenditure account number 100.5028.51450.20421, General Fund - Other Maintenance Metrolink Parking Structure.

3.13. Claims for Damages.

ACTION: Denied the following claims and referred to City Attorney and Claims Adjuster:

1. Smoketree Orange HOA

2. Kimberly Barbara Lizotte

3. Lori Bauman

3.14. Award of Contract to Paint & Décor, Inc. for Orange Library Interior Facility Rehabilitation; Bid No. 22-23.08.

ACTION: 1) Authorized the appropriation of $115,000 from the Library Facility Fees unreserved fund balance to expenditure account number 573.5028.56020.20461, Library Facility Fees - Main Library Facility Improvements. 2) Approved the contract with Paint & Décor, Inc. in the amount of $848,585, representing an original bid amount of $737,900, plus a 15% contingency of $110,685 and authorized the Mayor and City Clerk to execute on behalf of the City.

3.15. Award of Contract to Commercial Interior Resources for Carpet Replacement at City Hall Public Works and Community Development Departments and at the Orange Police Department.

ACTION: Approved the contract with Commercial Interior Resources for $241,616 to furnish and install new carpet and authorized the Mayor and City Clerk to execute on behalf of the City.

3.16. Award of Contract to Hardy & Harper, Inc. for Cannon Street at Serrano Avenue Intersection Improvements; Bid No. 22-23.05.

ACTION: 1) Authorized the appropriation of $631,814 from the Reimbursable Capital Projects unreserved fund balance to expenditure account number 550.5011.56330.20383 Cannon & Serrano Intersection Modification; 2) Accepted into the City’s revenue budget $631,814 in grant funds from the OCTA’s Comprehensive Transportation Funding Program; and 3) Approved the contract with Hardy & Harper, Inc. in the total amount of $759,000, representing the bid amount of $690,000 plus a 10% contingency of $69,000, for Cannon Street at Serrano Avenue Intersection Improvements, and authorized the Mayor and City Clerk to execute on behalf of the City.

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3.17. Authorize purchase of vehicles and equipment for various departments using a Cooperative Purchasing Agreement.

ACTION: 1) Approved the purchase of one Ambulance from Red Sky Emergency Vehicles for $445,082; 2) Approved the purchase of four Post Rotary Hoists for a total of $52,609; and 3) Authorized the donation of the existing fleet hoists to Queretaro, Mexico.

3.18. Authorize purchase of security platform equipment and services from Siemens Industry, Inc. for Fiscal Year 2022-2023.

ACTION: Approved the purchase of security platform equipment and services from Siemens Industry, Inc. for $30,000 for Fiscal Year 2022-2023.

3.19. Support for ballot measure to strengthen local planning authority. Resolution No. 11414.

ACTION: Adopted Resolution No. 11414. A Resolution of the City Council of the City of Orange supporting the League of California Cities to support a ballot measure to strengthen local planning authority.

3.20. City of Orange Conflict of Interest Code amendment. Resolution No. 11415.

Entered into the record: revised Exhibit A to Resolution No. 11415 adding Building and Safety Manager as a designated position.

ACTION: Adopted amended Resolution No. 11415. A Resolution of the City Council of the City of Orange adopting an amended Conflict of Interest Code pursuant to the Political Reform Act of 1974.

3.21. Approval of tax exchange agreement with the City of Anaheim as part of a reorganization of city boundaries. Resolution No. 11418.

ACTION: Adopted Resolution No. 11418. A Resolution of the City Council of the City of Orange rescinding Resolution No. 11349 and approving a property tax exchange agreement between the City of Anaheim and the City of Orange regarding the Santa Ana River reorganization (areas 1, 1A, 2, 3 and remaining areas) No. RO 20-06 and determining said actions are exempt from the California Environmental Quality Act Pursuant to Section 15301 (Class 1, existing facilities).

Approval of the Consent Calendar
Item 3.6 was removed from the Consent Calendar and heard separately. All other items were approved as recommended.

A motion was made by Mayor Murphy, seconded by Councilmember Monaco, to approve the Consent Calendar. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

END OF CONSENT CALENDAR
* * * * * * * *
RECESS: The City Council recessed at 8:14 p.m. and reconvened at 8:27 p.m. with all Members present.

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4. REPORTS FROM MAYOR MURPHY
Mayor Murphy announced that Measure M2 contracts managed through OCTA passed $1 billion of benefits to the County of Orange mobility programs, with $5 million going to the City of Orange this year and $70 million overall.

5. REPORTS FROM COUNCILMEMBERS
Councilmember Gutierrez
Councilmember Gutierrez highlighted the following local business: Tacos Los Reyes. In addition, she announced Santiago Canyon College is hosting a traveling exhibit: A Class Action - The Grassroots Struggle for School Desegregation in California. The exhibit will remain on display through December 9.

Councilmember Barrios
Councilmember Barrios requested an update on code enforcement staffing and authority.

Councilmember Tavoularis
Councilmember Tavoularis announced the second ad hoc meeting for the North Tustin revisioning plan is scheduled for Wednesday, October 26 at 5:30 p.m. in the Council Chamber.

Councilmember Monaco
Councilmember Monaco requested a report on the City's nepotism policy.

6. ADMINISTRATIVE REPORTS

6.1. Proposed Permit Parking Opportunity Areas.

A motion was made by Councilmember Monaco, seconded by Councilmember Barrios, to adopt the parking opportunity areas 1 through 5 as described below. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None
Permit Parking Opportunity Area 1
Generally bounded by Sycamore Avenue to the north, Main Street to the east, 22 Freeway to the south, and 57 Freeway to the west. It is comprised of a very diverse land use mix, including high and medium density mutli-family housing, and commercial retail along Chapman Avenue and Main Street. It is also adjacent to El Camino Park.

Contained within are permit parking Areas “E”, “N” and “S.” Permit Parking Opportunity Area 2
Generally Bounded by the Santiago Creek Trail to the north, the 22 Freeway to the South, Tustin Street to the east and Glassell Street to the west. The area is in very close proximity to high-density multi-family housing, and nearby streets are often observed to be parked almost “bumper-to-bumper.”

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Permit Parking Opportunity Area 3
Generally bounded by Walnut Avenue to the north, the Orangewood Villa Apartments to the south, the 55 Freeway to the east and Wayfield Street to the west. The area is sandwiched between the freeway and high-density multi-family housing and in close proximity to the Tustin Street commercial corridor. Nearby and to the north are Permit Parking Areas “V” and “W.”
Permit Parking Opportunity Area 4
Bounded by a flood control channel/SoCal Edison Easement to the north, multi-family housing and the Katella Plaza to the south, Cambridge Street to the east and the Lantern Bay Apartments to the west. This area is very close to Permit Parking Area “B” and contains within it Permit Parking Area “H.”
Permit Parking Opportunity Area 5
Bounded by Meats Avenue to the north, Del Mar Avenue to the south, Greengrove Street to the east, and Cambridge Street to the west. This area is adjacent to high-density multi-family housing, near the Tustin Street corridor and across the street from The Village.

6.2. Update on the City’s Short Term Rental Program.

Assistant City Manager/Administrative Services Director Will Kolbow provided the staff report and answered Council's questions regarding the types of violations and issues being reported. Council discussed using the TOT tax revenues to help fund the program.

With Council consensus, staff was directed to return with a report on expanding the number of Short Term Rental Program permits issued.

A motion was made by Councilmember Barrios, seconded by Councilmember Tavoularis, to receive and file the report. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

6.3. Financial status update for Fiscal Years 2021-2022 and 2022-23.

Written Public Comment
Investment and Audit Committee Member Jordan Prell submitted an eComment with questions for staff.

A motion was made by Mayor Murphy, seconded by Councilmember Monaco, to receive and file the report. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

6.4. Agreement with Townsend Public Affairs, Inc. for grant writing and legislative advocacy services.

Councilmember Barrios recused herself due to a potential conflict with employment and left the dais at 9:23 p.m.

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Entered into the record: additional information about Townsend Public Affairs highlighting their recent successes at the federal and state level.

A motion was made by Councilmember Dumitru, seconded by Councilmember Monaco, to approve agreement with Townsend Public Affairs, Inc. in the amount of $96,000 for legislative advocacy and grant writing services and authorize the Mayor and City Clerk to execute on behalf of the City. The motion carried by the following vote:

Ayes: Nichols, Monaco, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None
Recused: Barrios
Councilmember Barrios returned to the dais at 9:27 p.m.

7. REPORTS FROM CITY MANAGER
None

8. PUBLIC HEARINGS

8.1. Public Hearing to consider adoption of the 2022 California Building Codes.

Resolution No. 11416 and Ordinance No. 06-22.

Mayor Murphy opened the Public Hearing at 9:28 p.m.; there being no speakers, Mayor Murphy closed the Public Hearing at 9:28 p.m.

A motion was made by Mayor pro tem Nichols, seconded by Councilmember Dumitru, to: 1) Adopt Resolution No. 11416. A Resolution of the City Council of the City of Orange setting forth findings with respect to local climatic and geographic conditions justifying amendments to the 2022 California Building Code, the 2022 California Residential Code, and the 2022 California Electrical Code; and 2) Introduce and conduct First Reading of Ordinance No. 06-22. An Ordinance of the City Council of the City of Orange amending Titles 12, 13, and 15 of the Orange Municipal Code adopting and amending the 2022 editions of the California Building Standards Codes and related model codes, with appendices, relating to the building codes. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

8.2. Public Hearing to consider adoption of the 2022 Edition of the California Fire Code amending Title 15 of the Orange Municipal Code. Resolution No. 11417 and Ordinance No. 07-22.

Mayor Murphy opened the Public Hearing at 9:30 p.m.; there being no speakers, Mayor Murphy closed the Public Hearing at 9:30 p.m.

A motion was made by Councilmember Monaco, seconded by Councilmember Gutierrez, to: 1) Adopt Resolution No. 11417. A Resolution of the City Council of the City of Orange setting forth findings with respect to local conditions within the City of Orange justifying modifications and changes to the California Fire Code; and 2)

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Introduce and conduct First Reading of Ordinance No. 07-22. An Ordinance of the City Council of the City of Orange deleting Chapter 15.32, City of Orange Fire Code, in its entirety and adding Chapter 15.32, adopting and amending the 2022 California Fire Code and portions of the 2021 International Fire Code as the City of Orange Fire Code, to Title 15 (Buildings and Construction) of the Orange Municipal Code. The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

8.3. Continued Public Hearing to consider amendment to the Fiscal Year 2022-2023 Annual Action Plan to allocate HOME Investment Partnership funds to the Villa St. Joseph Affordable Housing project and approval of the preliminary award letter of HOME Investment Partnership funds to assist with gap funding needed to close on construction financing. (Continued from September 13, 2022) (Relates to Agenda Item 3.5)
Mayor Murphy opened the Public Hearing at 9:32 p.m.

Written Public Comments
Susan Perks, Orange County United Way, emailed in support of the Villa St. Joseph project.

Lawrence Armstrong, Orange County United Way, emailed in support of the Villa St.

Joseph project.

Mayor Murphy closed the Public Hearing at 9:32 p.m.

A motion was made by Councilmember Monaco, seconded by Councilmember Barrios, to:
1) Approve the submittal of the amended Fiscal Year 2022-2023 Action Plan to the U.S. Department of Housing and Urban Development for the allocation of HOME funds to the Villa St. Joseph Affordable Housing Project.
2) Authorize the appropriation of $127,487 from HOME (317) unreserved fund balance to 317.9661.56571.30210 - Rehab/Dev Loans - Villa St. Joseph. 3) Authorize the transfer of $523,757 from expenditure account number 317.9660.56510.11250 - HOME Developer Projects to expenditure account number 317.9660.56571.30210 Rehab/Dev Loans - Villa St. Joseph. 4) Authorize the City Manager to execute the preliminary award letter of $651,244 in HOME Investment Partnerships funds for the Villa St. Joseph Affordable Housing Project and for all Department of Housing and Urban Development documents related to this commitment.
5) Authorize the City Manager to make minor language changes or adjustments to commitment letter, agreement, and related documents if needed and execute on behalf of the City.

The motion carried by the following vote:

Ayes: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy Noes: None

Absent: None

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35 City Council Minutes - Draft October 11, 2022

9. ADJOURNMENT
There being no further business, the meeting was adjourned at 9:35 p.m. to a meeting on Tuesday, October 25, 2022, at 4:30 p.m. in the Council Chamber. ______________________ _________________________
PAMELA COLEMAN MARK A. MURPHY

CITY CLERK MAYOR

Page 12 of 12 ends

36 City of Orange
City Council
October 25, 2022

MINUTES - DRAFT
The City Council of the City of Orange, California convened on Tuesday, October 25, 2022 at 4:30 p.m. in an Ajourned Regular Meeting in the Council Chamber, 300 E. Chapman Avenue, Orange, California.
5:00 PM CLOSED SESSION

1. OPENING/CALL TO ORDER
Mayor Murphy called the meeting to order at 4:29 p.m.

1.1 ROLL CALL

Present: Nichols, Monaco, Barrios, Dumitru, Tavoularis, Gutierrez, and Murphy

Absent: None
Mayor pro tem Nichols joined the Closed Session at 4:39 p.m.

2. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
None

3. RECESS TO CLOSED SESSION
The City Council recessed to Closed Session at 4:30 p.m. with all members present, except Mayor pro tem Nichols, who joined the Closed Session at 4:39 p.m. to discuss the following:
a. PUBLIC EMPLOYMENT
Pursuant to Government Code Section 54957(b)1.

Title: City Manager

4. CLOSED SESSION REPORT
None

Page 1 of 2 ends

37 City Council Minutes - Draft October 25, 2022

5. ADJOURNMENT
There being no further business, the meeting was adjourned at 5:15 p.m. to a meeting on Tuesday, November 15, 2022, at 6:00 p.m., in the Council Chamber, with Closed Session beginning at 5:00 p.m., if necessary.
___________________ __________________
PAMELA COLEMAN MARK A. MURPHY

CITY CLERK MAYOR

Page 2 of 2 ends

38 Agenda Item
City Council
Item #: 3.4. 11/15/2022 File #: 22-0538
TO: Honorable Mayor and Members of the City Council
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Agreement with RHA Landscape Architects Planners, Inc. for design services for the Capital Improvement Project, Hart Park Pickleball and Fitness Circuit Project.

2. SUMMARY
This project includes the award of design work for preliminary plans (Phase 1) and construction documents (Phase 2) for the installation of pickleball courts and fitness circuit at Hart Park. The proposed pickleball facility and fitness circuit amenities include lighted pickleball courts, area lighting, outdoor fitness equipment, paved access to all amenities, spectator seating, fencing, wind screens, benches, landscaping, and park amenities.

3. RECOMMENDED ACTION
Approve agreement with RHA Landscape Architects Planners, Inc. in the amount of $257,092 for design services for Capital Improvement Project, Hart Park Pickleball and Fitness Circuit Design Project (20315); and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The total expenditure for this agreement is $257,092 and will be funded in the Hart Park Pickleball and Fitness Circuit Project (20315) through:

Park Acquisition & Development (511) $200,000
Park Acquisition-Infill (510) 57,092
Total: $257,092

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community a: Renovate, maintain, develop, and/or expand public use places and spaces.

6. DISCUSSION AND BACKGROUND
W.O. Hart Memorial Park (Hart Park) is a 56-acre community park, located within the Old Towne Orange Historic District. Hart Park is home to several historic structures and architectural elements, an orange grove, and beautiful mature shade trees. Hart Park offers acres of passive and open space, as well as active amenities including two lighted softball/baseball fields, a lighted collegiatelevel baseball field, soccer/football field, swimming pools and aquatic facility, a bandshell, two lighted tennis courts, horseshoe pits, sand volleyball courts, walking paths, picnic areas, tot-lot playground, two restroom facilities, and an active bike path that runs through the south side of the park.

City of Orange Page 1 of 3 Printed on 11/10/2022
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Item #: 3.4. 11/15/2022 File #: 22-0538
To fulfill the recreational needs of the surging pickleball community in Orange, as well as provide a space for additional walking paths and exercise equipment, a Capital Improvement Project (CIP) titled Hart Park Pickleball and Fitness Circuit was approved for $2,750,000. Proposed project elements include:
· Multiple lighted pickleball courts, including fencing and windscreens · Shaded outdoor fitness equipment
· Paved access to courts and amenities
· Area and pathway lighting
· Shaded spectator seating
The Request for Proposal for design services (RFP 22-23.03) was advertised on June 16, 2022, and proposals were due on July 21, 2022. Eight proposals were submitted. Staff evaluated the proposals based on the firm’s experience, overall qualifications, record of success on previous projects, and overall responsiveness to the RFP. Bid amounts were submitted in separate sealed envelopes and reviewed after the rating process was complete. A Proposal Abstract Summary (Attachment 1) is attached for reference. RHA Landscape Architects Planners, Inc. (RHA) received the highest score (96.8 out of 100) and had a total base bid amount of $199,210. Below is a summary of the vendor ratings and bid amounts:

Company/Contractor City
(Location of Company)
Total point Scores
(Out of 100)
Total Bid Amount
RHA Landscape Architects-Planners
(Riverside, CA)

96.8 $199,210
RJM Design Group (San Juan
Capistrano, CA)

92.2 $198,770
David Volz Design (Costa Mesa, CA) 90.5 $207,257
Hirsch & Associates, Inc. (Anaheim,
CA)

82.9 $121,600
IDS Group (Irvine, CA) 82.5 $222,985
Rengel + Co. Architects (Tustin, CA) 78.5 $310,000
Brightview Design Group (Irvine, CA) 76.5 $307,370
Urban Arena, Inc. (Costa Mesa, CA) 74.8 $54,900
Staff conducted interviews with the top two design firms, RHA and RJM Design Group. At the conclusion of interviews, staff determined that RHA was best qualified for the project design. RHA has previous experience designing pickleball courts and exercise stations for other local Southern California municipalities, as well as designing projects within historical parks. The City also has had positive experiences with RHA, as the vendor completed the design for the Yorba Park Renovation and the Handy Park Maintenance Renovation projects. In addition, RHA has secured a pickleball expert who has years of experience coaching and managing pickleball tournaments on their design City of Orange Page 2 of 3 Printed on 11/10/2022
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Item #: 3.4. 11/15/2022 File #: 22-0538
expert who has years of experience coaching and managing pickleball tournaments on their design team. Lastly, RHA’s reference checks came back with positive feedback The design work will be divided into two phases. Phase 1 will begin the process to design the courts and amenities at a cost of $97,280. Phase 2 is development of biddable construction documents at a cost of $101,930, bringing the cost for Phase 1 and 2 to $199,210. Both phases will take approximately 8 months to complete and will include several opportunities for public input, including discussion at a future Park Planning and Community Events Commission meeting.

Funding Requirements
In the Spring of 2022, Congressman Lou Correa secured $2 million in funding from community projects through the federal Omnibus budget legislation bill. This funding opportunity was made available through the U.S. Department of Housing and Urban Development (HUD)’s Economic Development Initiative Community Project Funding Grants.

Since federal funds will be used, the project is required to demonstrate compliance with the National Environmental Policy Act (NEPA) by preparing and providing environmental documents satisfying federal disclosure obligations. RHA submitted a proposal of $34,510 to complete these documents.

The environmental review will occur during Phase 1 of the project.

Staff is currently working with HUD to complete the necessary steps, including submitting an application, to enter into an agreement with HUD. After the agreement is received, staff will bring it forward for approval at a future Council meeting. Access to the grant funding will be issued after the environmental review is completed and certified.

The additional cost of $34,510 for NEPA documentation services brings the RHA bid total to $233,720. A 10% contingency of $23,372 is also included for a total not-to-exceed amount of $257,092. The total cost budgeted for this project is $2.75 million. Sufficient funds are available within the project budget in the Park Acquisition Fund (510) and the Park Acquisition & Development Fund (511) to cover the cost of design environmental review. Remaining 510 funds assigned to this project will be combined with the $2 million Community Project Grant to fund the construction costs.

7. ATTACHMENTS
· Proposal Abstract Summary
· Draft Agreement with RHA - Hart Park Pickleball and Fitness Circuit Design City of Orange Page 3 of 3 Printed on 11/10/2022
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Agenda Item
City Council
Item #: 3.4. 11/15/2022 File #: 22-0538
TO: Honorable Mayor and Members of the City Council
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Agreement with RHA Landscape Architects Planners, Inc. for design services for the Capital Improvement Project, Hart Park Pickleball and Fitness Circuit Project.

4. FISCAL IMPACT
The total expenditure for this agreement is $257,092 and will be funded in the Hart Park Pickleball and Fitness Circuit Project (20315) through:

Park Acquisition & Development (511) $200,000
Park Acquisition-Infill (510) 57,092
Total: $257,092

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community a: Renovate, maintain, develop, and/or expand public use places and spaces.

City of Orange Page 1 of 3 Printed on 11/10/2022
powered by Legistar™ 42
Item #: 3.4. 11/15/2022 File #: 22-0538
To fulfill the recreational needs of the surging pickleball community in Orange, as well as provide a space for additional walking paths and exercise equipment, a Capital Improvement Project (CIP) titled Hart Park Pickleball and Fitness Circuit was approved for $2,750,000. Proposed project elements include:
· Multiple lighted pickleball courts, including fencing and windscreens · Shaded outdoor fitness equipment
· Paved access to courts and amenities
· Area and pathway lighting
· Shaded spectator seating
The Request for Proposal for design services (RFP 22-23.03) was advertised on June 16, 2022, and proposals were due on July 21, 2022. Eight proposals were submitted. Staff evaluated the proposals based on the firm’s experience, overall qualifications, record of success on previous projects, and overall responsiveness to the RFP. Bid amounts were submitted in separate sealed envelopes and reviewed after the rating process was complete. A Proposal Abstract Summary (Attachment 1) is attached for reference. RHA Landscape Architects Planners, Inc. (RHA) received the highest score (96.8 out of 100) and had a total base bid amount of $199,210. Below is a summary of the vendor ratings and bid amounts:

Company/Contractor City
(Location of Company)
Total point Scores
(Out of 100)
Total Bid Amount
RHA Landscape Architects-Planners
(Riverside, CA)

96.8 $199,210
RJM Design Group (San Juan
Capistrano, CA)

92.2 $198,770
David Volz Design (Costa Mesa, CA) 90.5 $207,257
Hirsch & Associates, Inc. (Anaheim,
CA)

82.9 $121,600
IDS Group (Irvine, CA) 82.5 $222,985
Rengel + Co. Architects (Tustin, CA) 78.5 $310,000
Brightview Design Group (Irvine, CA) 76.5 $307,370
Urban Arena, Inc. (Costa Mesa, CA) 74.8 $54,900
Staff conducted interviews with the top two design firms, RHA and RJM Design Group. At the conclusion of interviews, staff determined that RHA was best qualified for the project design. RHA has previous experience designing pickleball courts and exercise stations for other local Southern California municipalities, as well as designing projects within historical parks. The City also has had positive experiences with RHA, as the vendor completed the design for the Yorba Park Renovation and the Handy Park Maintenance Renovation projects. In addition, RHA has secured a pickleball expert who has years of experience coaching and managing pickleball tournaments on their design City of Orange Page 2 of 3 Printed on 11/10/2022
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Item #: 3.4. 11/15/2022 File #: 22-0538
expert who has years of experience coaching and managing pickleball tournaments on their design team. Lastly, RHA’s reference checks came back with positive feedback The design work will be divided into two phases. Phase 1 will begin the process to design the courts and amenities at a cost of $97,280. Phase 2 is development of biddable construction documents at a cost of $101,930, bringing the cost for Phase 1 and 2 to $199,210. Both phases will take approximately 8 months to complete and will include several opportunities for public input, including discussion at a future Park Planning and Community Events Commission meeting.

The environmental review will occur during Phase 1 of the project.

7. ATTACHMENTS
· Proposal Abstract Summary
· Draft Agreement with RHA - Hart Park Pickleball and Fitness Circuit Design City of Orange Page 3 of 3 Printed on 11/10/2022
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Proposal Abstract Summary
Hart Park Pickleball and Fitness Circuit Design
RFP 22-23.03
Date Advertised: 06/16/2022
Bid Due Date: 07/21/2022
Company/ Contractor
Rengel + Co.

Architects
BrightView
Design Group
IDS Group David Volz
Design
RHA
Landscape
ArchitectPlanners
RJM Design
Group
Hirsch &
Associates
Urban Arena
City (Location of
Company) Tustin, CA Irvine, CA Irvine, CA
Costa Mesa, CA
Riverside, CA
San Juan
Capistrano,
CA
Anaheim, CA
Costa Mesa,
CA
Firm’s experience,
qualifications, and ability
to provide necessary
equipment and
personnel in order to
satisfy the work
described within this
RFP. (25%)

18.6 17.3 18.6 22 24.3 24 19 17.6
Qualifications of key
personnel & subcontractors. (25%)

19.3 18 21 23.6 23.6 23.3 21.3 19.6
Demonstrated record of
success (references) by
the firm on work
previously performed for
the City and/or other
municipalities. (25%)
22 20.6 20.3 21.6 24.3 23.6 19.3 19.6
Firm’s responsiveness to
the overall request for
information within this
RFP. (25%)

18.6 20.6 22.6 23.3 24.6 21.3 23.3 18

AVERAGE SCORES

78.5 76.5 82.5 90.5 96.8 92.2 82.9 74.8
Bid Amount Total
$310,000.00 $307,370.00 $222,985.00 $207,257.00 $199,210.00 $198,770.00 $121,600.00 $54,900.00 45 PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of ____________, 2022 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and RHA Landscape Architects Planners, a (“Contractor”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the business of providing such services and is experienced in performing the work.

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Nathan Bluhm, Senior Project/Landscape Coordinator (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this Agreement, shall not exceed TWO HUNDRED THIRTY-THREE THOUSAND SEVEN HUNDRED TWENTY DOLLARS and 00/100 ($233,720.00), with a contingency for additional costs in the amount of TWENTY-THREE THOUSAND THREE HUNDRED SEVENTY-TWO DOLLARS and 00/100 ($23,372.00), without the prior written authorization of City. The total not to exceed amount for this agreement shall not exceed TWO HUNDRED FIFTY-SEVEN THOUSAND AND NINETY-TWO HUNDRED and 00/100 ($257,092.00) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence, and all related expenses.
46 2

3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. c. City will pay Contractor the amount invoiced within thirty (35) days after the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation, therefore. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 47 3

8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or designee.

10. Time of Completion. Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within ten (10) days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit “A” hereto or as otherwise agreed to by and between the representatives of the parties.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.

15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:
48 4
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.

17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active 49 5
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of One Million Dollars ($1,000,000) per occurrence. c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of a combined single limit of One Million Dollars ($1,000,000).
d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by 50 6
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.
i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.

In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.

Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.

City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractorshall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.

21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
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(3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by email shall be deemed received on the date of the e-mail transmission. “CONTRACTOR” “CITY”
RHA Landscape Architects-Planners, Inc. City of Orange
6800 Indiana Avenue, Suite 245 300 E. Chapman Avenue
Riverside, CA 92506 Orange, CA 92866-1591
Attn.: Doug Grove, President Attn.: Nathan Bluhm, Senior Project/ Landscape Coordinator
Telephone: (951) 781-1930 Telephone: (714) 532-6491
E-Mail: [email protected] E-Mail: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page] 54 10
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
RHA Landscape Architects Planners CITY OF ORANGE, a municipal corporation *By: By:

Printed Name: Mark A. Murphy, Mayor
Title:
*By:

Printed Name:

Title: ATTEST:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
55 EXHIBIT “A”

SCOPE OF SERVICES
[Beneath this sheet.]
56 CITY OF ORANGE
COMMUNITY SERVICES DEPARTMENT www.cityoforange.org PHONE: (714) 744-7274 COMMUNITY SERVICES DEPARTMENT  230 E. CHAPMAN AVENUE  ORANGE, CA 92866

REQUEST FOR PROPOSAL (RFP)
Bid No. 22-23.03

HART PARK PICKLEBALL
AND

FITNESS CIRCUIT DESIGN

COMMUNITY SERVICES DEPARTMENT
230 E. Chapman Ave., Orange, CA 92866
PROJECT NAME: Hart Park Pickleball and Fitness Circuit Design Location Address: 701 S. Glassell Street, Orange, CA 92866 Contact: Nathan Bluhm, Senior Project/Landscape Coordinator Phone: 714 532-6491 (office)
E-Mail: [email protected]
INTRODUCTION: The City of Orange, a Municipal Corporation, is requesting proposals from qualified professional firms to provide architectural and engineering services for preparation of design and construction documents for the Hart Park Pickleball and Fitness Circuit project. Services requested include, but are not limited to all necessary architectural, landscape architectural and engineering services for the development and preparation of conceptual plans, design schemes, project budget, environmental documentation and related studies as necessary, construction plans, technical specifications, and schedule/timeline. The successful firm will be responsible for getting the plans through all necessary plan check processes and securing all necessary permits. 57

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PROJECT BOUNDARIES: The site map below represents a general description of the project boundaries. Actual project boundries will be identified and developed through the design process.

HART PARK SITE MAP/PROJECT LOCATION
BACKGROUND/DESIGN PROGRAM: W.O. Hart Memorial Park (Hart Park) is a 56 acre community park, located within the Old Towne Orange Historic District. The park land was originally acquired by the City in 1933, and established as the first ”Orange City Park” in 1934. Hart Park is designated in the National Register of Historic Places, and is home to several historic structures and architectural elements. The historic significance of Hart park must be carefully considered in developing the design program, and the design pallete should reflect the historic environment while at the same time provide for a first class pickleball facility and fitness amenities to meet the needs of the community. The proposed pickleball facility and fitness circuit amenities should include but not be limited to: lighted pickleball courts, area lighting, outdoor fitness equipment, paved access to all amenities, spectator seating, fencing, wind screens, benches, landscaping and park amenities.
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GENERAL PROVISIONS:

1. NOTE: All described design work shall be in compliance with the City of Orange Public Works Standard Plans and Specifications, the current edition of the CalTrans “Green Book,” the City of Orange Landscape Standards and Specifications, and City of Orange Parks Construction Standards.

2. A recommended job walk has been scheduled for Wednesday, July 6, 2022 at Hart Park, at 2:00 pm. The park is located at 701 S. Glassell Street, Orange, CA 92866. Please bring a business card if you plan to attend.

3. The successful firm shall, at all times, carry valid insurance, which meets all City of Orange insurance requirements as outlined in Attachment No. 1.

4. If applicable, the successful firm shall pay prevailing wages per the current Department of Industrial Relations wage rate (including all scheduled increases) and furnish Certified Payroll Reports for all workdays.

SCOPE OF SERVICES
The following is a general outline of the scope of services to be provided by the consultant. While it is intended that the following scope include all elements essential to develop the project, those submitting proposals are advised to perform their own field reconnaissance and include any items which they feel may have been overlooked.

TASK 1 – PRELIMINARY PLAN AND DESIGN REVIEW
The successful firm is to prepare Preliminary Plans which shall include, but not be limited to the following:
 Develop an understanding of the historic significance of Hart Park, the design program, and the project site and scope.
 Compile and review existing record drawings.
 Conduct site reconnaissance and site survey to confirm existing conditions.  Prepare an engineered base map which includes: the site boundary/property line, existing grades, location of existing roads, utilities, parking, facilities and improvements, and identification of public right of ways and the location of relevant property ownership and easements.
 Conduct a kick-off meeting and subsequent meetings with City staff.  Provide a schedule and timeline showing activity and duration for each task, and relevant milestones.
 Review and identify environmental issues and criteria, and prepare associated reports and documentation.
 Prepare conceptual/preliminary plans and support information such as materials boards etc. as necessary to convey design intent.
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 Prepare colored presentation documents for and participate in public meetings such as Park Planning and Community Events Commission, and City Council.  Prepare an accurate cost estimate and identify any long lead items.  Provide cost saving alternatives for the City to consider.

Preliminary Plan Requirements:

This scope of work assumes the following program: new lighted Pickleball facility, area lighting, fitness equipment, paved access to all facilities for pedestrians as well as maintenance equipment/vehicles, spectator seating/viewing area(s), fencing with wind screens, benches, drinking fountains, trash receptacles, bike racks, landscaping etc.

Preliminary Plan shall include:
 Placement of all new facilities and improvements including setbacks, and any hardscape and/or paving adjustments for typical pedestrian and maintenance vehicle ingress/egress into and around the new facilities and improvements.  New Landscaping and Tree Protection Plan.
 Preparation of a Water Quality Management Plan.
 Preparation of a Preliminary Grading Plan.
 Title Page with project title.
 Scale and north arrow.
 A legend that references and clearly identifies, but is not limited to, all perimeter and interior sidewalks, existing structures and buildings, trees, existing orange grove, baseball fields, parking area, park lighting, seating areas, paving/hardscape areas, fencing/walls and any/all site amenities.  Photo imagery of the proposed new facilities and improvements that are critical in communicating the design intent.
 Name, license number, address and phone number of firm.  Property lines and project limits, easements and/or setbacks. In addition, include parking lot and drive isle dimensions and radiuses that are critical for maintenance service vehicles and Fire Department plan approvals.

Estimated Cost/Value Engineering of Proposed Work
The successful firm is to prepare an initial opinion of probable construction costs for the proposed work. Cost estimate and value engineering is to be comprehensive and include all reasonable and relevant phases of construction/installation, even if a specific phase is not diagramed or shown pictorially within the conceptual/preliminary plan drawing, examples - new irrigation, soil preparation, new utilities etc.

Additional notes for Conceptual/Preliminary plan preparation:
 The Conceptual/Preliminary plan is subject to criteria as specified within the City of Orange Landscape Standards and Specifications Section III, and Parks Construction Standards Section I - Design Guidelines and Construction Document Preparation.
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 The final scale of the finished Conceptual/Preliminary plan will be determined by the City of Orange representative and the design firm.
 The Conceptual/Preliminary plan is subject to City of Orange review.

TASK 2 - CONSTRUCTION DOCUMENTS
The successful firm is to prepare final working drawings (plans, details, schedules and specifications) for the new improvements as well as any park elements/areas that are to be renovated, to reflect the conclusions of the environmental review and all approvals, as well as any state/grant funding requirements. Plans and specifications shall comply with all adopted Federal, State, and local laws, ordinances and codes and shall include the following but not be limited to:
 Cover Sheet
 Grading and Drainage Plans and Details
 Construction Plans and Details
 Architectural and Details
 Structural and Details
 Electrical and Details
 Utility Plans and Details
 Irrigation Plans and Details
 Planting Plans and Details
 Specifications
Additional notes for Construction Document plan preparation:
 Construction documents are to be bid ready, including all general notes and specifications.
 The construction documents are to comply with all City of Orange Design Guidelines and, if applies, State of California irrigation and City of Orange planting design standards.
 Irrigation plans are to comply with the City’s guidelines for Water Efficient Landscapes (WELO).
 The construction document plans/sheets are to be drawn no smaller than 1”= 20’ scale.
 The final plan set is subject to City of Orange review. Any needed revisions to the plan set will be provided at no extra fee.
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SPECIAL INSTRUCTIONS:

The successful firm is to include within this request for proposal the following:

1. A cover letter that conforms to the following:
a. Signed by a person authorized to bind the firm contractually. b. Provides the name, title, address, and telephone number of the individual to whom correspondence and other contacts should be directed during the firm’s selection process.
c. Provides the name, title, address, and telephone number of the individual who is authorized to contractually bind the firm.

2. Firm Information:
a. Legal name of firm and type of organization.
b. All design professional license numbers.
c. Firm location (s) and phone number (s).
d. Date firm established.
e. Number of employees.
f. Name, position, summary of qualifications and related experience, and proposed responsibilities of the firm’s project manager and key personnel on the proposed project team, including any sub consultant positions or sub consultant tasks that would be related to this RFP. Submit appropriate team member resumes as an attachment.

3. Firm Experience:

Provide a brief description of three (3) projects for which the firm has provided a comparable or similar service during the past ten years, demonstrating its experience on similar projects to those contemplated in this bid proposal. Include the following:
a. Client name, contact name, and phone number.
b. Project description and location.
c. Dates of the project(s).
d. Description of services provided.
e. Total cost of services provided.

4. Timeline for completion of work.

5. An hourly fee schedule for additional or extra work (to be submitted separately in a sealed envelope with Fee Proposal).

6. If awarded this contract, the successful firm is to provide a project schedule showing a starting and completion timeline for all phases
of work.

7. All questions, requests for clarification, and comments shall be sent to the City by Email, and must be clearly titled “Written Questions”. All such emails shall be sent to Nathan Bluhm, Senior Project Landscape Coordinator at [email protected] by 12:00 PM on Monday, July 11, 2022.
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SELECTION CRITERIA:

Evaluation of the proposals shall be based on a competitive selection process. Fiscal responsibility is a priority for the City. However the evaluation of proposals will not be limited to price alone. The City will select the most qualified firm on the basis of demonstrated competence, experience, references, and value, for services to be performed. The City also reserves the privilege of interviewing the top candidates.

The successful proposal will demonstrate experience in providing the consultant services as described within this RFP. While the experience and resources of the successful firm are important, it is critical that the manager proposed for overall authority on the project have extensive relevant experience and capability. The consultant will work effectively with City staff and complete assigned tasks within budget and within the project schedule.

The following criteria shall be used in selecting the firm ultimately chosen for this project:

A. Firm experience and staff qualifications of the specific individuals who will work on the project. Also, experience of any sub consultants working on this project.

B. Demonstrated record of success by the consultant on work previously performed for the City and/or other municipalities or enterprises. Firm’s responsiveness to the overall request for information within this RFP.

Based on the information submitted, the Selection Committee will make a final choice, and the successful consultant will execute an agreement for Consultant Design Services with the City of Orange for the completion of this work. An interview may be required with the top scoring firms. The City of Orange reserves the right to negotiate cost of work within the Request for Proposal.

The following criteria shall be applied to each submittal:

Each Firm is to submit, in response to this RFP, said fees in a separate sealed envelope (see Attachment A: Fee Proposal Summary).

Note- Each Firm is to include with said Fee Proposal Summary a detailed schedule showing the Firm’s hours/costing that will be dedicated to each phase/discipline of Tasks 1 & 2.

The City reserves the right to revise this RFP prior to the date the proposals are due.

Revisions to the RFP will be sent to all known participants. The City reserves the right to procure or contract for work. All proposals submitted in response to this RFP become the property of the City and are public record. The City reserves the right to delay or cancel, in part or in its entirety, this RFP including, but not limited to: selection schedule; submittal date; and submittal requirements. All known participants shall be notified of any cancellation or revisions prior to the submittal date. The City also 63

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reserves the right to request additional information and clarifications regarding any proposals received.

MISCELLANEOUS:

1. The City of Orange will provide to the successful firm all available existing auto cad/electronic files of the Hart Park site.

2. The successful firm represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The successful firm represents that it is experienced in performing the work and will follow professional standards in performance of the work. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices.

3. At the conclusion of each phase of the project, the selected firm will include and submit to the City of Orange all electronic files on a USB Flash drive in both AutoCAD format as well as PDF.

Direct all questions regarding this project and RFP to:

Nathan Bluhm - Senior Project Landscape Coordinator
Office: (714) 532-6491
[email protected]
REQUEST FOR PROPOSAL SUBMISSION:

Proposals must be received by the Office of the City Clerk, City of Orange, 300 E.

Chapman Ave. Orange, California, 92866, on or before Thursday, July 21, 2022 at 2:00 p.m.
_____________________________________________________________________________________ TIME LINE (APPROXIMATE):

1. Recommended job walk: July, 06, 2022 at 2:00 p.m.

2. Deadline for questions regarding project/RFP: July, 11, 2022 by 12:00 p.m.

3. Proposals due: July, 21, 2022 by 2:00 p.m.

4. Interview (if necessary) TBD

5. City Council Consideration: September 13, 2022

6. Notice to Proceed: TBD
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Attachment A

FEE PROPOSAL SUMMARY
This page is to be submitted in a separate sealed envelope.

The undersigned as bidder declares that he/she has carefully examined the location of the proposed work, and hereby proposed and agrees, if the proposal is accepted, to do all work required to complete the said work for the price set forth. The undersigned has checked all words and figures inserted in the bid submittal, and understand that the City of Orange will make no allowance for any error or omission on the part of the undersigned. The undersigned has thoroughly read and understood all seven pages of this RFP.

Task 1 – Preliminary Plan $______________________
(Figures)

Task 2 – Construction Documents $______________________ (Figures)
Total Bid_________________________________ $______________________ (Words) (Figures)
Rates and Fees
 Include a separate additional hourly schedule that includes ‘Rates and Fees’ for services requested after award that may be considered as extra or additional work not included in this proposal.

THE CITY OF ORANGE RESERVES THE RIGHT, AND IS HEREBY GRANTED THE

RIGHT, TO REJECT ANY AND ALL BIDS, TO ACCEPT OTHER THAN THE LOWEST BID, AND TO WAIVE ANY INFORMALITY IN THE BIDS.

Authorized Signature___________________________________________________________ Printed Name: ________________________________________________________________ Title: ________________________________________________________________________ Name of Company: ____________________________________________________________ State License Number and Classification Designation: _________________________________ Executed this________day of_________________, 2022 at____________________, California. 65 66
67 68
69 70
71 72
73 74
75 76
77 78
79 80
81 82
83 84
85 86
87 RFP -
88 89

PROPOSAL FOR

NEPA DOCUMENTATION SERVICES FOR THE

HART PARK PROJECT
Presented to:

Doug Grove, RLA, ASLA, LEED AP, President
RHA Landscape Architects Planners, Inc.
6800 Indiana Avenue, Ste. 245
Riverside, CA 92506
E: [email protected]
Prepared by:

UltraSystems Environmental Inc.
16431 Scientific Way
Irvine, CA 92618
UEI No. 220610
October 2022
90 ❖ Table of Contents❖
Page i
UEI No. 220316

TABLE OF CONTENTS

1.0 Project Team | Key Personnel.............................................................................................................2

2.0 Project Understanding ..........................................................................................................................2

3.0 Work Scope................................................................................................................................................2

4.0 Fee Quote....................................................................................................................................................9 TABLES
Table 2.0-1 - Key Personnel............................................................................................................................................... 2 Table 4.0-1 - Task-By-Task Cost Breakdown............................................................................................................. 9 91 ❖ NEPA DOCUMENTATION SERVICES ❖

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UEI No. 220610

1.0 PROJECT TEAM | KEY PERSONNEL
Our Project Team has the necessary resource capacity and availability to deliver on this project. The primary roles of our project team are noted below, and the team will be led by experienced senior UltraSystems staff (many with more than 30 years of technical expertise). All key personnel have proven experience managing park projects. Resumes for the Project Director and Project Manager are in the Technical Appendix of this proposal.

Table 2.0-1

KEY PERSONNEL
Personnel Name | Degree Project Role Yrs. Exp.

Management Team Leads
Betsy A. Lindsay, MURP, ENV SP Project Director 35+
Michael Milroy, MS Project Manager – Point of Contact 16 Key Technical Staff
Michelle Tollett, B.A. Biological Resources: Biological Resources and Arborist Surveys 21
Michael Rogozen, D.Env. AQ, GHG, noise and energy impact assessments
46 Steve O’Neil, MA, RPA Cultural Resources Assessment 43 Subconsultants
Tom Tang, President/CEO
CRM Tech Historical Resources Assessment 30+

2.0 PROJECT UNDERSTANDING
The City of Orange proposes to develop a small portion of a 56-acre park (“Hart Park”) at 701 S.

Glassell Street, Orange, CA. Hart Park is designated in the National Register of Historic Places and is currently home to several historic structures and architectural elements, that are located throughout the park site. WPA projects include the Bandshell and the Bath House/Plunge in the park (1933- 1935).

The City is proposing to develop a small area of the park for a proposed pickleball facility and fitness amenities to meet the needs of it residents. Development would include lighted pickleball courts, area lighting, outdoor fitness equipment, along with paved access to these amenities.

3.0 WORK SCOPE
NEPA Environmental Review
The proposed project would receive funding from the U.S. Department of Housing and Urban Development (HUD). Since federal funds allocated through HUD would be used to augment available fiscal resources, the project is required to demonstrate compliance with the National Environmental Policy Act (NEPA). Based on these requirements, the project applicant (in coordination with the City of Orange and HUD) must prepare environmental documents satisfying federal disclosure obligations.
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UltraSystems recognizes that the area of potential environmental effect is developed and urbanized and therefore, no longer reflects a natural(or undisturbed) environment. Although limited in overall geographic extent, the project area will require both a physical inspection and an analysis to a level adequate to demonstrate full compliance with applicable environmental disclosure obligations.

The scope of services provided by UltraSystems has been carefully tailored to reflect the proposed project. The work program below represents a comprehensive, multi-disciplinary approach to the preparation of the project’s environmental review record (ERR) and associated activities required to demonstrate full compliance with NEPA and their corresponding implementing guidelines.

This section outlines the work program that UltraSystems will conduct to ensure the successful preparation of a NEPA EA/FONSI for the proposed Hart Park improvement project. These actions and the resulting documents will serve as the environmental basis for subsequent discretionary actions by applicable responsible agencies, and satisfy procedural requirements established for the obtainment of federal funds. Additionally, these actions will facilitate full public disclosure of the environmental consequences of both the proposed action and those alternatives addressed in the environmental review record and will serve as a vehicle for the solicitation and dissemination of public and agency comments.

The scope of work for the proposed project would be dependent on the time of federal funds used for the proposed project – either for construction or operation purposes.

Environmental Assessment (EA)/Finding of No Significant Impact (FONSI) If the project proposes to use federal funding for the construction portion of the project, it is anticipated that an Environmental Assessment (EA)/ Finding of No Significant Impact (FONSI) would be the adequate NEPA documentation required for the project. Should the Lead Agency, as a result of information presented in the EA conclude that significant environmental effects may occur as a result of the project, the project applicant will be required to prepare a focused Environmental Impact Statement (EIS) (under NEPA) to identify and evaluate the environmental consequences associated with the proposed project (identified under NEPA as the “preferred alternative”) andother project alternatives. Atthis time, we believe that an EIS willnot be necessary, and that an EA/FONSI will suffice for this proposed project.

MAJOR TASK 1.0 – PROJECT MANAGEMENT, MEETINGS AND PROJECT DESCRIPTION Task. 1.1: Project Kick‐Off Meeting. UltraSystems’ assigned project manager will attend one (1) project kick-off meeting (virtual meeting) with RHA and City staff. UltraSystems will be responsible for taking the minutes of the meeting and distributing those minutes. The purpose of the orientation meeting is to: (1) introduce the key stakeholders; (2) review and verify the project schedule with all parties; (3) review and verify all project deliverables with all parties; (4) receive all applicantprepared technical studies, along with any other materials the Lead Agency deems pertinent to the project; and (5) verify project communication protocols among the project team.

Note: This meeting will be done concurrently with the CEQA Environmental Document meeting.

Task 1.2: Project Management. This task consists of routine project management and coordination activities by our Project Manager throughout the contract performance period. Included are such items as labor and schedule maintenance, preparing correspondence to the City and internal QA/QC 93 ❖ NEPA DOCUMENTATION SERVICES ❖

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UEI No. 220610
functions. This also includes attendance by our project manager at one (1) public hearing as well as one (1) progress meeting (via Zoom) during the contract performance period. It is our assumption that the progress meeting will be either virtual or via telephone.

Task 1.3: Scoping Activities. The broad-based solicitation of public and governmental agency comments (defined as “scoping”) is an important element in the fulfillment of NEPA obligations. To document the Lead Agency’s outreach efforts, a comprehensive scoping program is perceived as a vital element in this undertaking and (as appropriate) will serve to facilitate the acceptability of the FONSI as the appropriate format for NEPA compliance. UltraSystems will carry out the scoping activities as part of the RHA outreach activities for this proposal project.

At the project initiation meeting (Major Task 1.0), UltraSystems will prepare and present a draft scoping program, including a list of local, state and federal agencies and key private organizations andindividuals that should receive ongoing notification as partofthe project’s Environmental Review Record (ERR).

After acceptance by the Lead Agency, UltraSystems’ personnel will prepare and disseminate a notice to responsible and trustee agencies (i.e. public agencies other than the lead agency which have discretionary approval authority such as those issuing permits) soliciting input concerning the proposed project’s potential environmental impacts and feasible mitigation measures to address any impacts. The notice will describe the project in detail and will seek pertinent information to each agency or group(s) specific area of regulatory involvement or expertise. If necessary, informal scoping meetings may be conducted with those agencies, organizations and individuals.

In accordance with applicable NEPA requirements, the lead agency shall make diligent efforts to involve the public in the preparation and implementation of the environmental process.

UltraSystems shall work cooperatively with the Lead Agency in the preparation and publication of those public notices specifically identified by statute. In all cases, the lead agency is obligated to mail notices to those parties who have requested formal notice.

Additionally, UltraSystems will provide RHA and the City with appropriate input and guidance concerning noticing requirements as established under NEPA and will prepare draft notices or similar activities in support of those noticing obligations.

Task 1.4: Prepare Project Description. UltraSystems will prepare a comprehensive project description for review and approval by the City for use in either the NEPA EA. The project description will include a thorough description of the overall conceptual site plan; permitted uses, development standards, and circulation patterns. Project construction activities will be characterized and anticipated by construction phases and duration will be discussed along with proposed equipment and construction staging areas. In addition, the project description will include a list of discretionary actions requiring approval to implement the project. More specifically, the project description will contain the following to the extent available:
• Project background summary
• List and discussion of required public agency approvals and entitlements • Lighting characteristics including onsite parking, way finding, and security • Offsite vehicular access points including emergency vehicular access • Onsite vehicular circulation and parking
• Onsite pedestrian circulation
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• Stormwater conveyance infrastructure characteristics
• Any offsite improvements required to implement the project • Development phasing of the park improvements and construction phasing • Grading and soil balance
• Construction material and vehicle staging areas (i.e., lay-down areas) • Graphics and exhibits necessary to supplement the narrative including regional and vicinity • Location maps and a conceptual site plan.

At the beginning of preparation of the project description, UltraSystems will also conduct a site visit to photo-document existing conditions on and surrounding the project site.

Deliverables: The draft project description will be submitted in .pdf format to RHA and the City for review and finalized after comments are received back from RHA and the City.

MAJOR TASK 2.0 – PREPARE TECHNICAL STUDY
UltraSystems will prepare the following technical study identified below. All other studies for the CEQA environmental document will be used.

Task 2.1: Section 106 Consultation for Cultural Resources. UltraSystems will contact the applicable local federally recognized tribes, informing them about the proposed project and soliciting their input. We will submit the cultural and historic resources assessment and tribal consultation materials to the Lead Agency using the approved HUD format and other requirements mandated by HUD. UltraSystems will assist RHA and in coordination with HUD regarding the required tribal consultation efforts and preparation of information for the analysis of impacts on cultural resources required in the draft EA. Based on the results of the coordination with HUD, UltraSystems will prepare required materials and/or conduct additional outreach with applicable federally recognized tribes (if required) for the analysis of cultural resources, in compliance with HUD requirements.

Task 2.2: Assessment of Project Impacts on Cultural Resources. Because existing buildings are located onsite, or these buildings more than 50 years old, UltraSystems will provide an assessment of the proposal project on these resources. To provide the necessary information UltraSystems subconsultant, CRM TECH will accomplish the following tasks:
• Although UEI will make maps for their use, we will still digitize the park boundaries and the area to impacted into our GIS mapping program and produce maps of it and the vicinity on appropriate historic- period and current maps and aerial images for use during the historical background research, the field inspection, and, as needed, for inclusion in our memos/reports.
• Review the results of the historical resources records search of the subject property and immediate vicinity that UEI will obtain from the South Central Coastal Information Center. • Pursue in-depth historical research, using both archival records and oral historical accounts, to develop an understanding of the historic significance of Hart Park, the design program, and the project site and scope.
• Visit the project site and record and analyze the existing conditions of the entire park and the area that will be impacted; during this time the elements that should be preserved will be noted.
• Review the conceptual/preliminary plans and support information to understand the 95 ❖ NEPA DOCUMENTATION SERVICES ❖

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UEI No. 220610
proposed developments and assess their potential to directly and indirectly impact culturally significant aspects of the park.
• Determine the character-defining elements of the park and develop guidelines and recommendation to ensure that those aspects and the historic integrity of the whole park are being preserved.
• Prepare memos providing the results of the research and discuss them with appropriate people so that the project proceeds in compliance with cultural resources; this includes phone, virtual and no more than two in-person discussions, as needed.

MAJOR TASK 3.0 - PREPARE DRAFT ENVIRONMENTAL ASSESSMENT The EA prepared under NEPA requirements will also provide a basis to support the FONSI determinations. The resulting analysis will stress the avoidance of significant environmental effects, where possible, and shall include the identification of feasible mitigation measures designed to avoid, reduce, or rectify identified effects. In fulfillment of this effort, this major task is broken down into four components (task assignments) that are individually discussed below:

Task 3.1: Prepare Draft EA. Upon receipt and subsequent review of comments from local, state and federal agencies, private organizations and key individuals, UltraSystems shall prepare and transmit a draft EA for review by RHA and the Lead Agency. The draft EA will include the following:
➢ Statement of Purpose andNeed for the Project.Discusses the project background, purpose and legal authority for the EA, statutory authority, statutory requirements, documents incorporated by reference, project entitlements and regulatory permits required, and agencies that will be consulted regarding the proposed project. ➢ Project Description. Describes the project location, a detailed description of the proposed project, and a statement of the project objectives. Exhibits will be prepared to show the project’s location and the proposed site plan. A draft project description will be prepared pursuant to 24 CFR 58.32, 40 CFR 1508.25 requirements.
➢ Existing Conditions Trends. Describes the projectlocation and environmental setting, and a detailed description of the project site and its surroundings. A site visit would be conducted to document existing conditions and a detailed narrative of existing conditions will be included in this section of the EA.
➢ Environmental Evaluation. Provides an analysis of potential impacts of the proposed project based upon the Guidelines included in 24 CFR Part 58, Determinations and Compliance Findings for HUD-assisted Projects. The proposed project will be evaluated against those topical issues categorized under one of five column headings: “No impact anticipated,” “Potentially beneficial,” “Potentially adverse,” “Requires mitigation”, and “requires project modification.” Mitigation measures will be incorporated into this section if necessary.
➢ Findings and Conclusions. If the Draft EA provides information which supports a conclusion that a FONSI can be prepared for the project (i.e., no significant effects have been identified and/or those significant effects which have been identified can be mitigated to a level deemed insignificant), UltraSystems will forward recommendations to the City concerning subsequent actions which should be undertaken to finalize the environmental review record. 96 ❖ NEPA DOCUMENTATION SERVICES ❖

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Those recommendations may include finalizing the EA based on information presented therein or supplementing that material with additional technical studies.

Mitigation Measures. This section will include mitigation measures identified to minimize environmental impacts associated with the project and restore or enhance environmental quality.

SourcesUsed for the Determinations intheEnvironmentalAssessment.This sectionwill identify all persons, and/or organizations consulted and reference documents.

Appendix. Appendices will be attached that include all letters received by the City, any technical studies (e.g. CEQAIS/MND, Phase 1 ESA, air quality, noise,traffic/circulation) prepared for the project and any other pertinent information regarding the NEPA environmental evaluation.

Deliverables: One (1) electronic copy each in MS Word and .pdf format of the Draft EA.

Major Task 4.0 - PREPARE FINDING OF NO SIGNIFICANT IMPACT (FONSI) Task 4.1: Prepare Draft FONSI. The draft FONSI will briefly present the supporting documentation stating the rationale why the proposed project will not have a significant effect on the environment and, for that reason, why an EIS will not be prepared. The draft FONSI will include the EA and mitigation measures referenced therein. The draft FONSI will briefly summarize the project description and findings contained in the EA. The draft EA/FONSI will be submitted to RHA, the City as Lead Agency, and HUD for review and comment
After review of the FONSI by RHA and the Lead Agency, if comments are made, the draft EA/FONSI will be revised (by UltraSystems), and resubmitted to RHA and the City, and then to HUD for final approval. After approval of the draft EA/FONSI by the Lead Agency and approval of the FONSI by HUD, UltraSystems will finalize the draft EA/FONSI for dissemination and review.

Deliverables: One (1) electronic copy each in MS Word and .pdf format of the Draft EA/FONSI. One (1) electronic copy of the revised Draft EA/FONSI will be resubmitted if comments aremade.

Task 4.2: Public Review of Draft EA/FONSI. UltraSystems will provide the City with assistance concerning noticing requirements as established underNEPAandwill prepare draft notices or similar activities in support of those noticing obligations. UltraSystems will disseminate the draft EA/FONSI, including making the EA-FONSI available to the public upon request (40 CFR 1506.6(b)). At a minimum, the EA/FONSI notice should be sent to a newspaper of general circulation, individuals and groups known to be interested in the proposed activity, and appropriate local, state and federal agencies.

In addition, notice shall be provided by at least one of the following procedures: 1) publication at least once in a newspaper of general circulation; 2) posting of notices on and off-site in the area where the project is to be located; and/or 3) direct mailings to owners of property contiguous to the project, as shown on the latest equalized assessment roll. For the purpose of this proposal, we have assumed that newspaper publication constitutes the selected strategy. A copy of the notice shall be sent to every responsible agency with jurisdiction by law over the project, every public agency which may be concerned with the project, and the office of the County Clerk. 97 ❖ NEPA DOCUMENTATION SERVICES ❖

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Task 4.3: Public Hearing on the Draft EA/FONSI. Should the City elect to hold public meetings to receive comments on the draft EA/FONSI, UltraSystems will attend one (1) public hearing before the Planning Commission and/or City Council.

Task4.4:Response to Comments. UltraSystemswill prepare a stand-aloneResponses to Comments (RTC) document, providing written responses to all relevant written and oral comments received by the the City at a scheduled public hearing, and as a result of the public circulation of the draft document and the publication of notices concerning the availability of that document. Upon completion of the draft RTC, one electronic copy of that document will be transmitted to RHA and the City for review and comment. Any changes requested will be incorporated into a revised draft RTC.

This scope of work assumes UltraSystems will prepare responses for up to twenty environmental comments received on the Draft EA/FONSI. The RTCs would be provided to the Lead Agency, and after receiving one set of consolidated comments from the Lead Agency, the RTCs would be finalized.

If pertinent environmental questions arise at the public hearings that require additional studies, then UltraSystems will either prepare the studies and written responses to these questions or, if those activities are beyond the scope of this proposal, provide RHA and the City with recommendations concerning an appropriate response.

Deliverables: One (1) electronic copy each in MS Word and .pdf format of the Draft and Final RTCs document.

Task 4.5: Prepare Final EA/FONSI. UltraSystems will revise the draft EA/FONSI based on comments received during the public review period and prepare a Final EA/FONSI. The RTCs document would be included as an appendix to the final EA/FONSI. Upon completion of the final EA/FONSI, one electronic copy of that document will be transmitted to RHA and the City for review and comment. Any changes requested will be incorporated into a revised Final EA/FONSI. After approval of the Final EA/FONSI by the Lead Agency and HUD.

Deliverables: Five (5) printed copies and one (1) electronic copy each in MS Word and .pdf format of the Final EA/FONSI.
98 ❖ NEPA DOCUMENTATION SERVICES ❖

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4.0 FEE QUOTE
A Task-by-Task Cost Breakdown for this proposed project is provided in Table 4.0-1. UltraSystems’ Cost Sheet by Labor Categories is provided in Table 4.0-2.

Table 4.0-1

TASK-BY-TASK COST BREAKDOWN
# TASK COST

1.0 Project Management, Meeting and Project Description

1.1 Project Kick-off Meeting $350

1.2 Progress Meeting $960

1.3 Scoping Activities $1,750

1.3 Prepare Project Description $1,890

2.0 Technical Studies and Section 106 Consultation

2.1 Cultural Resources and Section 106 Consultation $6,240

2.2 Historical Building Evaluation $8,570

3.0 Draft Environmental Assessment

3.1 Prepare Draft EA $6,380

4.0 Finding of No Significant Impact (FONSI)

4.1 Prepare Draft FONSI $1,340

4.2 Public Review of Draft EA/FONSI $2,700

4.3 Public Hearing on the Draft EA/FONSI $900

4.4 Response to Comments $2,390

4.5 Prepare Final EA/FONSI $1,040
TOTAL (not-to-exceed) $34,510
Note: Costs includes all travel, direct costs, printing expenses, and fees for noticing. 99 ❖ NEPA DOCUMENTATION SERVICES ❖

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Table 4.0-2

COST SHEET BY LABOR CATEGORIES
100
Agenda Item
City Council
Item #: 3.5. 11/15/2022 File #: 22-0570
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreements between the City of Orange and Environmental System Research Institute, Inc. (ESRI) for (1) Enterprise License Agreement for the Citywide Geographic Information System (GIS), and (2) ESRI Enterprise Advantage Program to assist the City in creating GIS applications, data conversion and training.

2. SUMMARY
The ESRI Small Municipal and County Government Enterprise Agreement (EA) is a three- year agreement that will grant the City access to ESRI Enterprise License software on an unlimited basis including maintenance on all software for the term of the agreement.

3. RECOMMENDED ACTION

4. FISCAL IMPACT
The total expenditure for this agreement is $484,540 and will be funded through:

Information Systems (780) $331,500
Computer Replacement (790), GIS Model Migration (20272) 153,040 Total: $484,540

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community c: Support and enhance attractive, diverse living environments.

Goal 4: Provide outstanding public service
c: Enhance technology to improve public accessibility to information and services.

6. DISCUSSION AND BACKGROUND
The Geographic Information System (GIS) is overseen by the GIS group within the Public Works City of Orange Page 1 of 3 Printed on 11/10/2022
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Item #: 3.5. 11/15/2022 File #: 22-0570
The Geographic Information System (GIS) is overseen by the GIS group within the Public Works Department. GIS has transformed the way City information is accessed across all departments. What was originally available in the form of paper maps, can now be accessed by all employees and the public in a digital format on our GIS Open Data Hub for public access and internally through our GIS Enterprise Portal.

Three years ago, the City Council approved a three-year agreement with ESRI for an Enterprise License Agreement (EA) for expanded enterprise GIS software licensing and to acquire the ESRI Enterprise Advantage Program (EEAP) to assist with application development, data conversion, and training.

The City now has a centralized GIS database for all our datasets which can be used by all City departments through our GIS Enterprise Portal. The GIS system has become an integral part of City operations and are being integrated with business systems across all departments. This centralized GIS database along with The ArcGIS Living Atlas provides the ability to launch ESRI local government solutions quickly and with little data conversion on the City Enterprise and Public Open Data Hub.

The ESRI Small Municipality and County Government Enterprise Agreement (EA), which covers cities with populations of 125,001 to 150,000, provides several benefits including:
· A lower cost per unit for licensed software
· Reduced administrative and procurement expenses
· Maintenance on all ESRI software deployed under the agreement · Complete flexibility to deploy software products when and where needed · Unlimited deployments of the GIS software throughout the City · Hosted user conference
The EA (ESRI Quotation # Q-479546) is a three-year agreement for a total amount of $331,500. It will be paid in three one-year increments $110,500 each for the period December 7, 2022 through December 6, 2025, which includes $500 per year for the Data Interoperability extension.

The ESRI Enterprise Advantage Program (EEAP) is a flexible, scalable framework to help organizations maximize their investment and implement ESRI technology in a way that meets specific organizational needs. The main components of the EEAP are the Technical Advisor (TA) hours and the Learning and Service Credits.

The Technical Advisor is assigned to the City to act as a facilitator and advocate to identify activities that support the City’s short and long-term goals for GIS implementation. Learning and Services Credits are intended to provide a means for focused consulting services, training, managed cloud services, and premium support services to address specific objectives.

The EEAP (ESRI Quotation # Q-479549) is a three-year agreement for a total value of $153,040.

The distribution of EEAP services are as follows:

Year 1 (2/8/2023 - 2/7/2024) Roll over remaining Learning & Services credits and purchase 100 City of Orange Page 2 of 3 Printed on 11/10/2022
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Item #: 3.5. 11/15/2022 File #: 22-0570
Technical Advisor hours for $37,900
Year 2 (2/8/2024 - 2/7/2025) 50 Learning and Services credit and 50 technical Advisor hours for $57,570
Year 3 (2/8/2025 - 2/7/2026) 50 Learning and Services credit and 50 technical Advisor hours for $57,570
A summary of total authorized costs by fiscal year is presented below:

Interoperability
Extension
EA Costs EEAP Costs Total
YR 2023 $ 500 $ 110,000 $ 37,900 $ 148,400
YR 2024 500 110,000 57,570 168,070
YR 2025 500 110,000 57,570 168,070
Totals $ 1,500 $ 330,000 $153,040 $ 484,540

7. ATTACHMENTS · ESRI Quotation #Q-479546 (ESRI Small Municipal and County Government Enterprise Agreement)
· ESRI Quotation # Q-479549 (ESRI Enterprise Advantage Program) City of Orange Page 3 of 3 Printed on 11/10/2022
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Agenda Item
City Council
Item #: 3.5. 11/15/2022 File #: 22-0570
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Cash, Public Works Director

3. RECOMMENDED ACTION

1. Approve Enterprise Agreement (EA) with Environmental System Research Institute, Inc. for a three-year term (ESRI Quotation # Q-479546) totaling $331,500 paid in three one-year increments $110,500 each for the period December 7, 2022, through December 6, 2025, and authorize the Mayor and City Clerk to execute on behalf of the City. The cost includes one license of the ArcGIS Data Interoperability Extension for Desktop ArcGIS.

2. Approve the ESRI Enterprise Advantage Program (EEAP) Agreement with Environmental System Research Institute, Inc. for a three-year term (ESRI Quotation #Q-479549) in the amount of $153,040 for the period February 8, 2023, through February 7, 2026, to assist the City in the creation of GIS applications throughout the city, data conversion and training and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The total expenditure for this agreement is $484,540 and will be funded through:

Information Systems (780) $331,500
Computer Replacement (790), GIS Model Migration (20272) 153,040 Total: $484,540

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community c: Support and enhance attractive, diverse living environments.

Goal 4: Provide outstanding public service
c: Enhance technology to improve public accessibility to information and services.

6. DISCUSSION AND BACKGROUND
The Geographic Information System (GIS) is overseen by the GIS group within the Public Works City of Orange Page 1 of 3 Printed on 11/10/2022
powered by Legistar™104
Item #: 3.5. 11/15/2022 File #: 22-0570
The Geographic Information System (GIS) is overseen by the GIS group within the Public Works Department. GIS has transformed the way City information is accessed across all departments. What was originally available in the form of paper maps, can now be accessed by all employees and the public in a digital format on our GIS Open Data Hub for public access and internally through our GIS Enterprise Portal.

The EEAP (ESRI Quotation # Q-479549) is a three-year agreement for a total value of $153,040.

The distribution of EEAP services are as follows:

Year 1 (2/8/2023 - 2/7/2024) Roll over remaining Learning & Services credits and purchase 100 City of Orange Page 2 of 3 Printed on 11/10/2022
powered by Legistar™105
Item #: 3.5. 11/15/2022 File #: 22-0570
Technical Advisor hours for $37,900
Year 2 (2/8/2024 - 2/7/2025) 50 Learning and Services credit and 50 technical Advisor hours for $57,570
Year 3 (2/8/2025 - 2/7/2026) 50 Learning and Services credit and 50 technical Advisor hours for $57,570
A summary of total authorized costs by fiscal year is presented below:

7. ATTACHMENTS · ESRI Quotation #Q-479546 (ESRI Small Municipal and County Government Enterprise Agreement)
· ESRI Quotation # Q-479549 (ESRI Enterprise Advantage Program) City of Orange Page 3 of 3 Printed on 11/10/2022
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380 New York Street 909.793.2853 esri.com
Redlands, California 92373-8100 USA [email protected]
September 1, 2022
Mr. Neil Millward
City of Orange
300 E Chapman Ave
Orange, CA 92866-1508

Dear Neil,
The Esri Small Municipal and County Government Enterprise Agreement (SGEA) is a three‐year agreement that will grant your organization access to Esri term license software. The EA will be effective on the date executed and will require a firm, three‐year commitment.

Based on Esri's work with several organizations similar to yours, we know there is significant potential to apply Geographic Information System (GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an Enterprise Agreement (EA).

An EA will provide your organization with numerous benefits including:
▪ A lower cost per unit for licensed software
▪ Substantially reduced administrative and procurement expenses ▪ Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply:
▪ All current departments, employees, and in-house contractors of the organization will be eligible to use the software and services included in the EA.
▪ If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the EA, it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance.
▪ The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users.
▪ The organization will establish a Tier 1 support center to field calls from internal users of Esri software.

The organization may designate individuals as specified in the EA who may directly contact Esri for Tier 2 technical support.
▪ The organization will provide an annual report of installed Esri software to Esri. ▪ Esri software and updates that the organization is licensed to use will be automatically available for downloading.
▪ The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri’s Small Municipal and County Government EA terms and conditions. 107
Small Government Enterprise Agreement
▪ Licenses are valid for the term of the EA.

This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me within the next seven days to work through any questions or concerns you may have.

To expedite your acceptance of this EA offer:

1. Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA Quotation and includes the following statement on the face of the Purchase Order:
"THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI

SMALL MUNICIPAL AND COUNTY GOVERNMENT EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY."
Have it signed by an authorized representative of the organization.

2. On the first page of the EA, identify the central point of contact/agreement administrator. The agreement administrator is the party that will be the contact for management of the software, administration issues, and general operations. Information should include name, title (if applicable), address, phone number, and e-mail address.

3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.

4. Send the purchase order and agreement to the address, email or fax noted below:

Esri
Attn: Customer Service SG-EA
380 New York Street
Redlands, CA 92373-8100
e-mail: [email protected]
fax documents to: 909-307-3083
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization.

Thank you very much for your consideration.

Best Regards,
Natalie Carter
108
Quotation # Q-479546
Date: September 21, 2022
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 19192 Contract #
City of Orange
Public Works
300 E Chapman Ave
Orange, CA 92866-1508
To expedite your order, please attach a copy of ATTENTION: Neil Millward this quotation to your purchase order. PHONE: (714) 744-5564 Quote is valid from: 9/1/2022 To: 2/28/2023 EMAIL: [email protected] Material Qty Term Unit Price Total
168181 1 Year 1 $110,000.00 $110,000.00
Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 168181 1 Year 2 $110,000.00 $110,000.00
Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 168181 1 Year 3 $110,000.00 $110,000.00
Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 98134 1 $500.00 $500.00
ArcGIS Data Interoperability for Desktop Concurrent Use Primary Maintenance Year 1
98134 1 $500.00 $500.00
ArcGIS Data Interoperability for Desktop Concurrent Use Primary Maintenance Year 2
98134 1 $500.00 $500.00
ArcGIS Data Interoperability for Desktop Concurrent Use Primary Maintenance Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Natalie Carter
Email:
[email protected]
Phone:
(909) 793-2853 x7419
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. 109 Quotation # Q-479546
Date: September 21, 2022
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 19192 Contract #
City of Orange
Public Works
300 E Chapman Ave
Orange, CA 92866-1508
To expedite your order, please attach a copy of ATTENTION: Neil Millward this quotation to your purchase order. PHONE: (714) 744-5564 Quote is valid from: 9/1/2022 To: 2/28/2023 EMAIL: [email protected] Material Qty Term Unit Price Total
Year 3
Subtotal: $331,500.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $331,500.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. 110 Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

Page 1 of 6 ends

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-5)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri").

This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
Reviewer
Enterprise Software and Extensions
ArcGIS Enterprise and Workgroup
(Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager
Enterprise Additional Capability Servers
ArcGIS Image Server
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime (Standard)
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
1,000 ArcGIS Online Viewers
1,000 ArcGIS Online Creators
110,000 ArcGIS Online Service Credits
1,000 ArcGIS Enterprise Creators
10 ArcGIS Insights in ArcGIS Enterprise
10 ArcGIS Insights in ArcGIS Online
100 ArcGIS Tracker for ArcGIS Enterprise
100 ArcGIS Tracker for ArcGIS Online
6 ArcGIS Parcel Fabric User Type Extensions (Enterprise) 6 ArcGIS Utility Network User Type Extensions (Enterprise) 6 ArcGIS Trace Network User Type Extensions (Enterprise)

OTHER BENEFITS
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested* 2 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee 111

Page 2 of 6 ends

Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date").

Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):
112

Page 3 of 6 ends

1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization(s).
"Fee" means the fee set forth in the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/enus/legal/terms/full-master-agreement and available in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.
"Product(s)" means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.
"Quotation" means the offer letter and quotation
provided separately to Customer.
"Technical Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
"Tier 1 Help Desk" means Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
"Tier 1 Support" means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or government113

Page 4 of 6 ends

owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body's approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer's use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/otherresources/product-life-cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/enus/legal/terms/maintenance). At Esri's sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
114

Page 5 of 6 ends

supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri's OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners' business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners' application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.
c. Esri's federal ID number is 95-2775-732.
d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.
b. The following information will be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due
115

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9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
116
Quotation # Q-479549
Date: September 2, 2022
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 19192 Contract #
City of Orange
Public Works
300 E Chapman Ave
Orange, CA 92866-1508
To expedite your order, please attach a copy of ATTENTION: Neil Millward this quotation to your purchase order. PHONE: (714) 744-5564 Quote is valid from: 9/2/2022 To: 12/1/2022 EMAIL: [email protected] Material Qty Term Unit Price Total
111005 1 Year 1 $37,900.00 $37,900.00
Esri Enterprise Advantage Program (EEAP): Zero Learning and Service Credits Renewal - Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a oneday annual planning session; up to 100 Technical Advisor hours; and access to our Quarterly Technology Webcasts. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https://www.esri.com/en-us/legal/terms/services. ,, All travel specified in this quote is subject to Esri’s business continuity measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties. 161877 1 Year 2 $57,570.00 $57,570.00
Small Government and Local Utility EA Esri Enterprise Advantage Program (EEAP): 50 Technical Advisor Hours/ 50 Learning and Services Credits - Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one day annual planning session; up to 50 Technical Advisor hours; Quarterly Technology Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri’s business continuity measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties. 161877 1 Year 3 $57,570.00 $57,570.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. 117 Quotation # Q-479549
Date: September 2, 2022
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 19192 Contract #
City of Orange
Public Works
300 E Chapman Ave
Orange, CA 92866-1508
To expedite your order, please attach a copy of ATTENTION: Neil Millward this quotation to your purchase order. PHONE: (714) 744-5564 Quote is valid from: 9/2/2022 To: 12/1/2022 EMAIL: [email protected] Material Qty Term Unit Price Total
Small Government and Local Utility EA Esri Enterprise Advantage Program (EEAP): 50 Technical Advisor Hours/ 50 Learning and Services Credits - Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one day annual planning session; up to 50 Technical Advisor hours; Quarterly Technology Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri’s business continuity measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.

Subtotal: $153,040.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $153,040.00
Subject to existing agreement # 00113281.0
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. 118 Advantage Program Agreement
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Agreement No. __________
This Advantage Program Agreement ("Agreement") is between the entity shown below ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.

This Agreement sets forth the terms under which Esri provides the Advantage Program to the Customer. This Agreement does not apply to Software, Online Services, Data, or Maintenance, or to development Professional Services. The terms of use for these Esri Offerings are set forth in the applicable signed master agreement or, if the Customer has no such agreement, the terms of Esri's Master Agreement found at https://www.esri.com/legal/software-license.

This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties.

The parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties' original signatures is not delivered. This Agreement is executed and effective as of the last date signed below.

The authorized representatives of each party accept and agree to the terms of this Agreement by signing below:

ENVIRONMENTAL SYSTEMS RESEARCH
(Customer) INSTITUTE, INC. (Esri)
Legal Address: 380 New York Street, Redlands, CA 92373-8100 By: By:

Authorized Signature Authorized Signature
Printed Name: Printed Name:

Title: Title:

Date: Date:

Customer Contact Information
Contact: Telephone:

Address: Fax:

City, State, ZIP: Email:
119

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Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section.

1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS

1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri
a. Provides Services as set forth in this Agreement;
b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work:
"Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved."
The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B.

1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited.

1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved.

1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer.

2.0 ESRI MANAGED CLOUD SERVICES

2.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Esri Managed Cloud Services Environment" means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b. "Hosting" means the business of housing and making accessible Customer Content via the Internet.

2.2 Provision of Esri Managed Cloud Services.
a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement.
b. Requirements Planning. It is Customer's responsibility to plan for and address with Esri changes to Customer's requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability.
c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to Esri 120

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Managed Cloud Services provided under the Advantage Program (see the section entitled "Advantage Program" in this Agreement).
d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer's sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third parties.
g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri's or Customer's compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement.

3.0 TRAINING

3.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Customer-Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training.
b. "Esri Academy LMS Integration Subscription" means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self-Paced E-Learning through the customer's Learning Management System.
c. "Esri E-Learning Content (SCORM Format) License" means an optional term-limited license that provides Esri customers with Esri's e-learning content in SCORM (Shareable Content Object Reference Model) format to import into their Learning Management System.
d. "Esri Mobile Lab" means a service in which Esri will deliver and set up a training environment at the Customer's site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment.
e. "Esri Training Event(s)" means an Esri site class, Esri instructor-led online class, a Customer site/private class, workshop, or coaching services.
f. "Esri Training Representative" means Customer's primary Esri liaison in organizing private Esri Training Events.
g. "Student(s)" means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h. "Training Pass" means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day throughout the Term of the Training Pass.
i. "Esri Mobile Router" means a service in which Esri will deliver and setup a mobile router at the Customer's site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. k "Learning Management System or "LMS" shall mean third-party software acquired separately by Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re-serving it to the Customer's internal employees.

3.2 Permitted and Prohibited Uses.
a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. 121

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c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement.

Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event.
e. Customer will retain ownership of any Customer-Supplied Training Data.

3.3 Esri's Responsibilities.

Esri will
a. Provide an instructor qualified to conduct Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability.

Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form.

3.4 Customer's Responsibilities.

Customer will
a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri's training website;
c. Submit Student registrations with payment method information at least 15 business days before the scheduled start date;
d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists;
e. For classes held at the Customer-designated facility, complete a client-site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access;
f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will

1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times;

2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Representative upon receipt of the shipment; and

3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer's possession.

3.5 Student Registration and Training Event Change Policy. a. Customer will provide advance written notice to Esri Customer Service at [email protected] to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. 122

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d. If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liable for the full Esri Training Event fee.
e. If cancellation of an Esri Training Event is necessary due to causes beyond the party's reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f. Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement.

3.6 Invoicing; Prepaid Fees.
a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On Customer request, Esri will invoice in advance for an Esri Training Event. b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has 1 year from the date of the invoice to consume training days. For a multiyear order, training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. c. Training Pass policies and redemption rates are described at https://www.esri.com/training/training-fororganizations/.

This section 7.6 does not apply to Training provided under the Advantage Program.

3.7 Availability and General Provision of Wireless Service a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability.

3.8 Esri E-Learning in the Customer's Learning Management System a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf

4.0 ADVANTAGE PROGRAM

4.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Activity Description" means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program.
b. "Advantage Program" means either Advantage Program, as described at www.esri.com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components.
c. "Authorized Contact" means Customer's point of contact for the Advantage Program identified below. d. "Learning and Services Credits" means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below.
e. "Premium Support Services" or "PSS" means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f. "Advisor" means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program.

4.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including 123

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Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following:
a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price.
b. Annual Planning Meeting. A 1-day annual planning meeting is included. c. Work Plan. A collaboratively developed document is designed to drive the program's implementation through definition of Customer's GIS vision, goals, and objectives. d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.

Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact.
e. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications.

4.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact. (to be completed by Customer):

Contact Name:

Address:

City, State, ZIP:

Email:

Telephone:

Fax:

4.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term.

4.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits. Customer may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services Credits available.

4.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following:
a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete.
b. Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability.
c. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example 124

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of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning and Services Credits.

The Data storage location may be defined in the Activity Description.

4.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden, and per diem will be determined in accordance with the full daily limits specified on the government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm.

Customer will use Learning and Services Credits for travel and per diem expenses.

4.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services Credits.

4.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri's review and approval to ensure alignment with the intent of the program.

4.10 Invoicing.
a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customer's order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Customer's payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer's order.
b. Pricing for program renewals and new or additional Services will be in accordance with Esri's standard pricing at the time of purchase or renewal.

4.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription:
a. Services will end as of the expiration or termination date stated; and b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Customer renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first. 125

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ATTACHMENT A

GLOSSARY OF TERMS
The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers.

Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. "Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party, where "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.
"API" means application programming interface.
"ArcGIS Website" means www.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services and Esri Managed Cloud Services. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services.
"Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Customer Content" means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. "Data" means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently.
"Deliverables" means anything that Esri delivers to Customer as a result of performance of Professional Services.
"Documentation" means all user reference documentation that Esri provides with a Deliverable or an Esri Offering.
"Esri Managed Cloud Services" means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer's end users via the Internet. "Esri Offering(s)" means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content.
"GIS" means geographic information system.
"Maintenance" means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources. 126

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"Malicious Code" means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
"Online Services" means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content.
"Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders. "Perpetual License" means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. "Product(s)" means Software, Data, and Online Services. "Professional Services" means any development or consulting services that Esri provides to Customer. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. "Service(s)" means Maintenance. If Esri provides Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, Training, and Professional Services.
"Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. "Specification(s)" means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means (i) Product training or (ii) related training that Esri provides under this Agreement. "Training Materials" means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams. "Value-Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. 127

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ATTACHMENT B

GENERAL TERMS AND CONDITIONS
The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.

ARTICLE B.1—GENERAL USE RESTRICTIONS
Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs;
c. Distribute Authorization Codes to third parties;
d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation;
h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings;
j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or
k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of the Esri Offering to be subject to additional terms, for example

1. Disclosed in source code form to third parties;

2. Licensed to third parties for the purpose of making derivative works; or

3. Redistributable to third parties at no charge; or
l. Generate revenue by providing access to Software or Online Services through a Value-Added Application.

These restrictions will not apply to the extent that they conflict with applicable law or regulation.

ARTICLE B.2—TERM AND TERMINATION
B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement.

B.2.2 If Esri terminates this Agreement following Customer's breach, then Esri may also, at its election, terminate Customer's licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer's licenses or subscriptions to Esri Offerings.
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B.2.3 Upon any termination or expiration of a license or subscription, Customer will a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client-side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.

Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party.

ARTICLE B.3—LIMITED WARRANTIES AND DISCLAIMERS
B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period.

B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered "as is" and without warranty of any kind.

B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer's modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer's operation of the same, will be uninterrupted, error free, fault tolerant, or failsafe or that all nonconformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer's own risk and cost.

B.3.4 Disclaimers.
a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services.
b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or ThirdParty Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind.

B.3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri's election, terminate Customer's right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri's limited warranties. 129

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ARTICLE B.4—LIMITATION OF LIABILITY
B.4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri authorized distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri for the Esri Offerings or Services giving rise to the cause of action.

B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation.

B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy.

B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law.

ARTICLE B.5—INDEMNIFICATIONS
B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Claim" means any claim, action, or demand by a third party. b. "Indemnitees" means Customer and its directors, officers, and employees. c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. "Loss(es)" means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys' fees.

B.5.2 Infringement Indemnity.
a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim.
b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer's right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer's specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services.

B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site. 130

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B.5.4 Conditions for Indemnification. As conditions for indemnification, but for those defined as Infringement Claims (see B.5.2 c.), Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri's request and expense.

B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer.

ARTICLE B.6—INSURANCE
If Esri is providing Services, Esri will carry, at a minimum, the following coverage:
a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following:

1. Premises and operations;

2. Blanket contractual liability;

3. Broad form property damage;

4. Independent contractors;

5. Personal injury, with employee exclusion deleted; and

6. Completed operations.
b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits.

ARTICLE B.7—SECURITY AND COMPLIANCE
B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at [email protected] for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities.

B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content.

B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, Syria, North Korea, Cuba, Crimea region of Ukraine, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR), or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government.

Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Customer will notify Esri in advance if Esri's performance 131

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of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed.

B.7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/overview.

ARTICLE B.8—CLOUD SERVICES
B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that
a. Creates or transmits spam, spoofings, or phishing email or offensive or defamatory material; or stalks or makes threats of physical harm;
b. Stores or transmits any Malicious Code;
c. Violates any law or regulation;
d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri's Product Security Officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services.

B.8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Customer's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions.

B.8.3 Customer Content.
a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer's written permission except as reasonably necessary to support Customer's use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content.
c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer's use of Cloud Services ends, Esri will either

1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or

2. Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer.

Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services.

B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri's copyright policy, available at www.esri.com/legal/dmca_policy.

B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud 132

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Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action.

Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer Content as described above.

B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services.

ARTICLE B.9—GENERAL PROVISIONS
B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the authorized distributor's invoices in accordance with the authorized distributor's payment terms.

B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri.

B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application.

B.9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings.

B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the authorized distributor may quote taxes or fees in accordance with its own policies.

B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days' written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's authorized distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance.

B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect.

B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer's rights or delegate Customer's obligations under this Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government 133

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customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement.

Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. Esri's authorized distributors are not Affiliates of Esri.

B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: "Limited Warranties and Disclaimers," "Limitation of Liability," "Indemnifications," and "General Provisions." B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMP tailored low authorization but does not meet higher security requirements including those found in DFARS 252.239-7010.

B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.
a. Government Entities. If Customer is a government entity, the applicable laws of Customer's jurisdiction govern this Agreement.
b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles.

B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes:
a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601–613).
c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.

B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event.

B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party.
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B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address:

Environmental Systems Research Institute, Inc.

Attn.: Contracts and Legal Department
380 New York Street
Redlands, CA 92373-8100
USA
Tel.: 909-793-2853
Email: [email protected]
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Agenda Item
City Council
Item #: 3.6. 11/15/2022 File #: 22-0571
TO: Honorable Mayor and Members of the City Council
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Agreement with LIN Consulting, Inc. for design of the Area Lighting Replacement at Grijalva Park project.

2. SUMMARY
The proposed scope of work includes design, electrical engineering, and biddable construction documents necessary for the Capital Improvement Project, Area Lighting Replacement at Grijalva Park (20477).

3. RECOMMENDED ACTION
Approve agreement with LIN Consulting, Inc. in the total amount of $48,812.50 representing the original proposal amount of $44,375, plus a 10% contingency of $4,437, for the Area Lighting Replacement at Grijalva Park project (20477); and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The total expenditure including the 10% contingency for this contract is $48,812.50 and will be funded in Area Lighting Replacement at Grijalva Park (20477) through Park Acquisition (Infill) (510) and Reimbursable Capital Projects (550).

5. STRATEGIC PLAN GOALS
Goal 1: Provide for a safe community
b: Provide and maintain infrastructure necessary to ensure the safety of the public.

Goal 3: Enhance and promote quality of life in the community a: Renovate, maintain, develop, and/or expand public use places and spaces.

6. DISCUSSION AND BACKGROUND
Currently, there are a total of 54 light poles providing area/pathway lighting for Grijalva Park. The lighting was designed with metal poles mounted on concrete foundations at ground level.

Deterioration near the base of these poles has resulted in the need to replace several light poles in past years. Despite past measures taken to protect the poles, deterioration continues due to the effects of corrosion. Several light poles have now been removed, including two which came down during heavy winds. Nine poles in total have been removed due to safety concerns and all others are being evaluated regularly.

The City Council approved the Area Lighting Replacement Project at Grijalva Park as part of the Fiscal Year 2022 budget adoption. The objective of this project is to replace all park area lighting with City of Orange Page 1 of 2 Printed on 11/10/2022
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Item #: 3.6. 11/15/2022 File #: 22-0571
Fiscal Year 2022 budget adoption. The objective of this project is to replace all park area lighting with new poles and fixtures designed to resist corrosion, while utilizing the existing concrete foundations and electrical infrastructure.

Request for Proposals (RFP 22-23.11) was issued in September 2022. One proposal, submitted by LIN Consulting, Inc. (LIN), was received. Staff reviewed the proposal, and based on the firm’s experience, their overall qualifications, their record of success on previous projects, and their overall responsiveness to the RFP, staff deemed LIN Consulting qualified to be awarded the project. Staff verified the qualifications of the vendor with references provided for similar projects, including two separate City of Los Angeles projects, and received positive responses.

LIN’s proposed cost for the project is $44,375. Including a 10 percent contingency of $4,437.50 for unanticipated expenses, the total amount for the contract is $48,812.50. The cost for the design is included in Fiscal Year 22 CIP through Park Acquisition (Infill) funds (510). Additionally, the City received funding for this project through the State’s Per Capita Allocation program funded through Prop 68. Therefore, funding is also available through Reimbursable Capital Projects (550). It is anticipated that the design process will take approximately six to eight weeks to complete. The next step will be to put a Request For Proposal (RFP) out for construction to install the new lighting infrastructures.

7. ATTACHMENTS
· Draft Professional Services Agreement - Area Lighting Replacement at Grijalva City of Orange Page 2 of 2 Printed on 11/10/2022
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Agenda Item
City Council
Item #: 3.6. 11/15/2022 File #: 22-0571
TO: Honorable Mayor and Members of the City Council
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Agreement with LIN Consulting, Inc. for design of the Area Lighting Replacement at Grijalva Park project.

5. STRATEGIC PLAN GOALS
Goal 1: Provide for a safe community
b: Provide and maintain infrastructure necessary to ensure the safety of the public.

Goal 3: Enhance and promote quality of life in the community a: Renovate, maintain, develop, and/or expand public use places and spaces.

The City Council approved the Area Lighting Replacement Project at Grijalva Park as part of the Fiscal Year 2022 budget adoption. The objective of this project is to replace all park area lighting with City of Orange Page 1 of 2 Printed on 11/10/2022
powered by Legistar™138
Item #: 3.6. 11/15/2022 File #: 22-0571
Fiscal Year 2022 budget adoption. The objective of this project is to replace all park area lighting with new poles and fixtures designed to resist corrosion, while utilizing the existing concrete foundations and electrical infrastructure.

7. ATTACHMENTS
· Draft Professional Services Agreement - Area Lighting Replacement at Grijalva City of Orange Page 2 of 2 Printed on 11/10/2022
powered by Legistar™139

PROFESSIONAL SERVICES AGREEMENT
[Area Lighting Replacement Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of ____________, 2022 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and LIN CONSULTING, INC., (“Contractor”), who agree as follows:

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provided such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Nathan Bluhm, Senior Project/Landscape Coordinator (City’s Project Manager”) shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager, that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this Agreement, shall not exceed FORTY-FOUR THOUSAND THREE HUNDRED SEVENTYFIVE DOLLARS and 00/100 ($44,375.00) without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.
c. In addition to the scheduled services to be performed by the Contractor, the parties recognize that additional, unforeseen work and services may be required by City’s Project Manager. In anticipation of such contingencies, the sum of FOUR THOUSAND FOUR HUNDRED THIRTY-SEVEN DOLLARS and 50/100 ($4,437.50) has been added to the total 140
2 compensation of this Agreement. City’s Project Manager may approve the additional work and the actual costs incurred by the Contractor in performance of additional work or services in accordance with such amount as City’s Project Manager and the Contractor may agree upon in advance. Said additional work or services and the amount of compensation therefor, up to the amount of the authorized contingency, shall be memorialized in the form of an Amendment to Agreement approved by the City Manager on a form acceptable to the City Attorney. The Contractor agrees to perform only that work or those services that are specifically requested by the City’s Project Manager. Any and all additional work and services performed under this Agreement shall be completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care in accordance with a cost estimate or proposal submitted to and approved by City’s Project Manager prior to the commencement of such services. d. The total amount of compensation under this Agreement, including contingencies, shall not exceed FORTY-EIGHT THOUSAND EIGHT HUNDRED TWELVE DOLLARS and 50/100 ($48,812.50).

3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent, and any extra work performed. c. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.
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3 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City 142
4 will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
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5 (1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. Reserved.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available 144
6 to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
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7 k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Agreement, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
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8 c. Contractor represents and warrants that Contractor:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 147
9 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by email shall be deemed received on the date of the e-mail transmission. “CONTRACTOR” “CITY”
LIN Consulting, Inc. City of Orange
21660 Copley Drive, Suite 270 300 E. Chapman Avenue
Diamond Bar, CA 91765-4177 Orange, CA 92866-1591
Attn.: William Sun Attn.: Nathan Bluhm
Telephone: 909-396-6850 Telephone: 714-532-6491
E-Mail: [email protected] E-Mail: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page] 148
10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
LIN CONSULTING, INC., a California CITY OF ORANGE, a municipal corporation corporation
*By: By:

Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:

Printed Name:

Title:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Mary Binning
Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
149
EXHIBIT “A”

SCOPE OF SERVICES
[Beneath this sheet.]
150

CITY OF ORANGE
COMMUNITY SERVICES DEPARTMENT www.cityoforange.org PHONE: (714) 744-7274 • FAX: (714) 744-7251 COMMUNITY SERVICES DEPARTMENT • 230 E. CHAPMAN AVENUE • ORANGE, CA 92866

REQUEST FOR PROPOSAL (RFP)
Bid No. 22-23.11

AREA LIGHTING REPLACEMENT

AT GRIJALVA PARK
BID DUE DATE: SEPTEMBER 22, 2022
TIME: 2:00PM
Project Title: Area Lighting Replacement at Grijalva Park Location Address: 368 N. Prospect St., Orange, CA 92869 Contact: Nathan Bluhm Sr. Project/Landscape Coordinator Phone: (714) 532-6491
Email: [email protected]
INTRODUCTION:

The City of Orange, Community Services Department (“City”), is requesting proposals from qualified Electrical Engineering/Design Firms to provide design services and corresponding preparation of plans, specifications and cost estimates for the Area Lighting Replacement Project at Grijalva Park in the City of Orange. The project will also require a photometric analysis/plan and all necessary supportive technical studies.

BACKGROUND/PROJECT DESCRIPTION:

Currently there are a total of 54 light poles providing area/pathway lighting throughout Grijalva Park. The existing light poles are composed of thin guage steel poles mounted on reinforced concrete foundations at ground level. Many of the existing light poles have failed and/or have had to be removed due to corrosion at the base of the poles caused by weather and/or standing irrigation water at the base. The objective of this project is 151
RFP Page 2 of 7
to replace all of the area lighting with new poles and fixtures designed to resist corrosion, while utilizing the existing concrete foundations and electrical infrastructure.

PROJECT LOCATION: The site map below represents a general description of the project location/boundaries. A more comprehensive description will be identified during the mandatory job walk.

GRIJALVA PARK GENERAL AREA SITE MAP
GENERAL PROVISIONS:

2. A mandatory job walk has been scheduled for Wednesday, September 7, 2022 at Grijalva Park – parking lot, at 1:30 pm. The Park is located at 368 N.

Prospect Avenue, Orange CA 92869. Please bring business card to the mandatory job walk.

3. The successful firm shall, at all times, carry valid insurance, which meets all City of Orange insurance requirements as outlined in Attachment No. 1.

SCOPE OF SERVICES
The following is a general outline of the scope of services to be provided by the consultant.

While it is intended that the following scope include all elements essential to develop the project, those submitting proposals are advised to perform their own field reconnaissance and include any items/opportunities which they feel may have been overlooked. Should the consultant consider options, which they believe may enhance the design or result in lower costs of construction, or consider items in the baseline scope to be unnecessary, then such options and exceptions should be noted and costed separately from the baseline proposal.

Task 1 – Construction Document Plan Set
The successful firm is to prepare a Construction Document (CD) Plan Set (plans, details, specifications, schedules and analyses). Plans and specifications shall comply with all adopted Federal, State, and local laws, ordinances and codes and may include the following as necessary but not be limited to:
• A comprehensive review of the existing site conditions and constraints. • Photometric study/plan with analysis.
• Preparation of bid-ready plans in standard City format. • Preparation of project specifications and details.
• Connection details to to existing concrete foundations and infrastructure.

Additional notes for Scope of Work and Construction Document Plan Set preparation:
• CD plans are to be bid-ready, including all general notes and specifications. • The CD plans are to comply with all City of Orange Design Guidelines, Standards and Specifications.
• The CD plans/sheets are to be drawn no smaller than 1”= 20’ scale. • The CD plan set is subject to all City of Orange department review. Any needed revisions to said CD plan set will be provided at no extra fee.

Task 2 – Preparation of Engineers Estimate
The successful firm is to prepare an Engineers Estimate of Probable Construction Costs, and provide updated costing and value engineering that reflects the work as detailed within the CD plan set. Value engineering is to be comprehensive and include all reasonable and relevant phases of construction/installation costs. 153
RFP Page 4 of 7
SPECIAL INSTRUCTIONS:

The successful firm is to include within this request for proposal the following:

2. Firm Information:
a. Legal name of firm and type of organization.
b. All professional license numbers.
c. Firm location(s) and phone number(s).
d. Date firm established.
e. Number of employees.
f. Name, position, summary of qualifications and related experience, and proposed responsibilities of the firm’s project manager and key personnel on the proposed project team, including any sub consultant positions or sub consultant tasks that would be related to this RFP. Submit appropriate team member resumes as an attachment.

3. Firm Experience:

4. Timeline for completion of work for both Task-1 and Task-2.

5. An hourly fee schedule for additional or extra work (to be submitted separately in a sealed envelope with the Fee Proposal Summary).

6. If awarded this contract, the successful firm is to provide a project schedule showing a starting and completion timeline for all phases of work.

7. All questions, requests for clarification, and comments shall be sent to the City by Email, and must be clearly titled “Written Questions”. All such emails shall be sent to Ashlie Valencia at [email protected] by 12:00 PM on Monday, September 12, 2022.
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RFP Page 5 of 7
SELECTION CRITERIA:

Evaluation of the proposals shall be based on a competitive selection process. Fiscal responsibility is a priority for the City; however, the evaluation of proposals will not be limited to price alone. The City will select the most qualified firm on the basis of demonstrated competence, experience, references, and value for services to be performed. The City also reserves the privilege of interviewing the top candidates.

The following criteria shall be used in selecting the firm ultimately chosen for this project:

A. Firm’s experience, qualifications, and ability to satisfy the work described within this RFP.

B. Qualifications of key personnel who will work on this project. Also, experience of any sub-consultants working on this project.

C. Demonstrated record of success by the consultant on work previously performed for the City and/or other municipalities or enterprises.

D. Firm’s responsiveness to the overall request for information within this RFP.

Based on the information submitted, the Selection Committee will make a final choice; the successful consultant will execute an agreement for Consultant Design Services with the City of Orange for the completion of this work. An interview may be required with the top scoring firms. The City of Orange reserves the right to negotiate cost of work within the Request for Proposal.

The following criteria shall be applied to each submittal:

Each Firm is to submit, in response to this RFP, said fees in a separate sealed envelope along with a copy of an hourly fee schedule (see Attachment A: Fee Proposal Summary)
Note- Each Firm is to include with said Fee Proposal Summary a detailed schedule showing the Firm’s hours/costing that will be dedicated to each Task/discipline of Tasks 1 & 2.

The City reserves the right to revise this RFP prior to the date the proposals are due.

Revisions to the RFP will be sent to all known participants. The City reserves the right to procure or contract for work. All proposals submitted in response to this RFP become the property of the City and are public record. The City reserves the right to delay or cancel, in part or in its entirety, this RFP including, but not limited to: selection schedule, submittal date, and submittal requirements. All known participants shall be notified of any cancellation or revisions prior to the submittal date. The City also reserves the right to request additional information and clarifications regarding any proposals received. 155
RFP Page 6 of 7
It is Understood that:

1. The Engineering design firm represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The Engineering design firm represents that it is experienced in performing the work and will follow professional standards in performance of the work. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices.

2. The City of Orange will provide to the successful firm all available existing auto cad/electronic files of the Grijalva Park site.

3. At the conclusion of each phase of the project, the Engineering design firm will include and submit to the City of Orange, all electronic files on a USB Flash drive in both AutoCAD format as well as PDF.

Deadline to submit questions regarding this project and RFP are due by September 12, 2022 at 12:00 p.m. All questions should be submitted via email to Nathan Bluhm at [email protected].

REQUEST FOR PROPOSAL SUBMISSION:

Provide responce to the above REQUEST FOR PROPOSAL on attached Sheet and return all pages of the Request for Proposal. Provide three copies of your proposal at time of submission and mark on the sealed package- Bid No. 22-23.11. Proposals must be received by the Office of the City Clerk, City of Orange, 300 E. Chapman Ave. Orange, California, 92866, on or before Thursday, September 22, 2022 at 2:00 p.m. _____________________________________________________________________________________ TIME LINE (APPROXIMATE):

1. Mandatory Job walk: September 7, 2022 at 1:30 p.m.

2. Deadline for questions regarding RFP: September 12, 2022 at 12:00 p.m.

3. Proposals due: September 22, 2022 at 2:00 p.m.

4. Interview (if necessary) TBD

5. Presentation to City Council: December 13, 2022

6. Notice to Proceed: TBD
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RFP Page 7 of 7
Attachment A

FEE PROPOSAL SUMMARY
This page is to be submitted in a separate sealed envelope.

The undersigned as bidder declares that he/she has carefully examined the location of the proposed work, and hereby proposed and agrees, if the proposal is accepted, to do all work required to complete said work for the price set forth. The undersigned has checked all words and figures inserted in the bid submittal, and understand that the City of Orange will make no allowance for any error or omission on the part of the undersigned. The undersigned has thoroughly read and understood all seven pages of this RFP.

Task 1 – Preliminary Plan $______________________
(Figures)

Task 2 – Construction Documents $______________________ (Figures)
Total Bid_________________________________ $______________________ (Words) (Figures)
Rates and Fees
• Include a separate additional hourly schedule that includes ‘Rates and Fees’ for services that may be considered as extra or additional work not included in this proposal.

THE CITY OF ORANGE RESERVES THE RIGHT, AND IS HEREBY GRANTED THE

RIGHT, TO REJECT ANY AND ALL BIDS, TO ACCEPT OTHER THAN THE LOWEST BID, AND TO WAIVE ANY INFORMALITY IN THE BIDS.

Authorized Signature_______________________________________________________ Printed Name: ___________________________________________________________ Title: ___________________________________________________________________ Name of Company: _______________________________________________________ State License Number and Classification Designation: ____________________________ Executed this________day of_________________, 2022 at_____________, California. 157
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Agenda Item
City Council
Item #: 3.7. 11/15/2022 File #: 22-0575
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with Gillis + Panichapan Architects, Inc. for Architectural and Engineering Design Services for Fire Stations No. 3 & No. 5 Building Additions.

2. SUMMARY
This agreement authorizes Gillis + Panichapan Architects, Inc. to provide Architectural and Engineering Design Services for the Fire Stations No. 3 & No. 5 Building Additions project.

3. RECOMMENDED ACTION
Approve the agreement with Gillis + Panichapan Architects, Inc. in the amount of $240,240, representing an original amount of $218,400 plus a 10% contingency of $21,840, for Architectural and Engineering Design Services for the Fire Stations No. 3 & No. 5 Building Additions project (SP4225) and authorize the Mayor and City Clerk to execute the agreement on behalf of the City.

4. FISCAL IMPACT
The total expenditure for this agreement is $240,240 and will be funded in Fire Station 3 Building Addition (20504) and Fire Station 5 Exercise Room Addition (20505) through:

Fire Facility Fee (560) $146,421
Capital Projects (500) 93,819
Total $240,240

5. STRATEGIC PLAN GOALS
Goal 1: Provide for a safe community
b: Provide and maintain infrastructure necessary to ensure the safety of the public.

Goal 4: Provide outstanding public service
b: Provide facilities and services to meet customer expectations.

6. DISCUSSION AND BACKGROUND
The Fire Department is proposing the replacement of two existing structures to the rear of Fire Station 3 with one new building that will include additional space for apparatus storage, a workshop, laundry room, and a room for medical and disaster supplies. Fire Station 3 was built in 1962 and currently has a barn and concrete masonry building that are in the rear parking lot of the property.

These two buildings are used for the outfitting of emergency apparatus with tools and equipment, station laundry, and medical supply storage. Due to the age and deterioration of these two buildings, building a new structure will provide the necessary space to meet the operational needs of the Fire City of Orange Page 1 of 2 Printed on 11/10/2022
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Item #: 3.7. 11/15/2022 File #: 22-0575
building a new structure will provide the necessary space to meet the operational needs of the Fire Department for many years to come. The existing Fire Station will remain unchanged.

Fire Station No. 5 was built in 1965 and did not account for the space needed to store and utilize exercise equipment. The exercise equipment is currently housed on the apparatus bay floor of Station 5, which severely limits the ability to park emergency apparatus inside the structure. The addition of an exercise room to the rear of Station 5 will provide flexibility for the future operational needs of the Fire Department by creating more space for personnel and apparatus. The existing Fire Station will remain unchanged.

A request for proposals (RFP) for Architectural and Engineering Design Services for both stations was solicited from August 12, 2022 for a period of four weeks. A field walk was scheduled for August 23, 2022 and five consultants were present. Three (3) proposals were received on September 9, 2022 and evaluated.

After review and discussion, staff ranked the firms as follows:

1. Gillis + Panichapan Architects, Inc. (GPA)

2. Tait & Associates, Inc. (TAIT)

3. Bundy-Finkel Architects, Inc. (BFA)
Staff recommends awarding a contract to the top ranked Gillis + Panichapan Architects, Inc. (GPA) in the amount of $240,240, representing an original amount of $218,400 plus a 10% contingency of $21,840. GPA provided relevant experience on similar projects and showed thorough understanding of the project scope, challenges, and budget requirements needed for the success and timely delivery of the project. GPA’s initial cost proposal was $223,620 with an exclusion of civil engineering fee at Fire Station 5. Staff was able to negotiate to include engineering services and to reduce the overall fee to $218,400.

7. ATTACHMENTS
· Professional Services Agreement
City of Orange Page 2 of 2 Printed on 11/10/2022
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Agenda Item
City Council
Item #: 3.7. 11/15/2022 File #: 22-0575
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with Gillis + Panichapan Architects, Inc. for Architectural and Engineering Design Services for Fire Stations No. 3 & No. 5 Building Additions.

2. SUMMARY
This agreement authorizes Gillis + Panichapan Architects, Inc. to provide Architectural and Engineering Design Services for the Fire Stations No. 3 & No. 5 Building Additions project.

4. FISCAL IMPACT
The total expenditure for this agreement is $240,240 and will be funded in Fire Station 3 Building Addition (20504) and Fire Station 5 Exercise Room Addition (20505) through:

Fire Facility Fee (560) $146,421
Capital Projects (500) 93,819
Total $240,240

5. STRATEGIC PLAN GOALS
Goal 1: Provide for a safe community
b: Provide and maintain infrastructure necessary to ensure the safety of the public.

Goal 4: Provide outstanding public service
b: Provide facilities and services to meet customer expectations.

These two buildings are used for the outfitting of emergency apparatus with tools and equipment, station laundry, and medical supply storage. Due to the age and deterioration of these two buildings, building a new structure will provide the necessary space to meet the operational needs of the Fire City of Orange Page 1 of 2 Printed on 11/10/2022
powered by Legistar™183
Item #: 3.7. 11/15/2022 File #: 22-0575
building a new structure will provide the necessary space to meet the operational needs of the Fire Department for many years to come. The existing Fire Station will remain unchanged.

After review and discussion, staff ranked the firms as follows:

1. Gillis + Panichapan Architects, Inc. (GPA)

2. Tait & Associates, Inc. (TAIT)

7. ATTACHMENTS
· Professional Services Agreement
City of Orange Page 2 of 2 Printed on 11/10/2022
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PROFESSIONAL SERVICES AGREEMENT
[Architectural and Engineering Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of ______________, 2022 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and GILLIS & PANICHAPAN ARCHITECTS, INCORPORATED, a California corporation (“Contractor”), who agree as follows:

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provided such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Chris Mielke, Associate Civil Engineer (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this Agreement, shall not exceed TWO HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED DOLLARS and 00/100 ($218,400.00) without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.

3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
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2 b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. c. City will pay Contractor the amount invoiced within thirty (30) days, but may withhold 10% of any invoice until all work is completed, which sum shall be paid within thirty (30) days of completion of the work and receipt of all deliverables d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
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3 8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A”, shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

10. Time of Completion. Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit “A” hereto or as otherwise agreed to by and between the representatives of the parties.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 187
4 Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement.

17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay 188
5 or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, Contractor agrees to indemnify and hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement. c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000) or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences 189
6 that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. f. Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.
l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.
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7 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.

21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that Contractor:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
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8 (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated.
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9 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by email shall be deemed received on the date of the e-mail transmission. “CONTRACTOR” “CITY”
Gillis & Panichapan Architects, Incorporated City of Orange 2900 Bristol Street, Suite G205 300 E. Chapman Avenue
Costa Mesa, CA 92626 Orange, CA 92866-1591
Attn.: Jack Panichapan, AIA Attn.: Chris Mielke
Telephone No.: 714-668-4260 Telephone No.: 714-744-5527 E-Mail Address: [email protected] E-Mail Address: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page] 193
10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
GILLIS & PANICHAPAN ARCHITECTS, CITY OF ORANGE, a municipal corporation INCORPORATED, a California corporation
*By: By:

Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:

Printed Name:

Title:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Mary E. Binning
Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
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EXHIBIT “A”

SCOPE OF SERVICES
[Beneath this sheet.]
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RFP FIRE STATION NO. 3 & 5 - CITY PROJECT SP-4225
Jack Panichapan, AIA, LEED AP
Principal/CEO
Gillis + Panichapan Architects, Inc.
2900 Bristol Street, Suite G-205
Costa Mesa, 92626
[email protected]
Tel. 714.668.4260
Fax. 714.668.4265
SEPTEMBER 9, 2022
UPDATED OCTOBER 17,2022
Request for Proposal

A/E DESIGN SERVICES FOR FIRE STATION
NO. 3 & NO.5 ADDITION (SP-4225)
City of Orange,
Public Works Department
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2900 bristol street G-205| costa mesa, california 92626 | P. 714.668.4260 F. 714.668.4265 | www.gparchitects.org September 9, 2022
Chris Mielke, P.E.

Associate Civil Engineer
City of Orange
Public Works Department – Engineering
Re: A&E Design Services for SP-4225 Fire Station No. 3 & No. 5 Building Addition Dear Chris,
GPa is pleased for the opportunity to provide architectural and engineering services associated with the the building additions to Fire Station No. 3 & No. 5 Building. The following pages outline an understanding of our scope and approach to the project.

Gillis + Panichapan Architects Inc. (GPa) is an established firm providing full-service Architectural Services with over thirty years of experience serving Municipal and Public Agencies throughout the State of California. We have had extensive experience and expertise in site planning, needs assessment, space planning, architectural development services for Public Works Facilities including Fire Stations and other Essential Service Facilities. Our successful experiences leave us with a great depth of specific knowledge that we can bring forward to this project.

Please see our attached project approach, and the separate envelope containing Fee Exhibit for our proposed work plan and fee breakdown. We have tailored our scope and subsequent fee proposal to accommodate the scope of work, realizing that there is latitude in both parameters to be discussed during the contract negotiation.

We look forward to working with you on this project.

Sincerely,
Jack Panichapan, AIA, LEED AP
Principal, CEO
Gillis + Panichapan Architects, Inc.
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Orange City CouncilNovember 15, 2022

Orange City Council
November 15, 2022