Santa Ana City Council
June 21, 2022

Q-384912-44692.098CN
Issued: 05/10/2022
Quote Expiration: 06/30/2022
Estimated Contract Start Date: 07/01/2022
Account Number: 105857
Payment Terms: N30
Delivery Method: Fedex - Ground

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Delivery;Invoice;Other-60 Civic Center Plz M-88 Santa Ana Police Dept - CA Chris Neubeck Sergio Enriquez 60 Civic Center Plz M-88 20 Civic Center Plz Phone: +1 6027080074 Phone: (714) 245-8020 Santa Ana, CA 92701-4060 Santa Ana, CA 92701-4058 Email: [email protected] Email: [email protected] USA USA Fax: (480) 658-0629 Fax: (714) 245-8606
Email:

Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $304,767.44 TOTAL COST $4,780,802.00
ESTIMATED TOTAL W/ TAX $4,940,607.54 TOTAL SAVINGS $1,523,837.20 Payment Summary
Date Subtotal Tax Total
Jul 2022 $985,394.04 $34,665.22 $1,020,059.26
Jul 2023 $948,851.99 $31,285.08 $980,137.07
Jul 2024 $948,851.99 $31,285.08 $980,137.07
Jul 2025 $948,851.99 $31,285.08 $980,137.07
Jul 2026 $948,851.99 $31,285.08 $980,137.07
Total $4,780,802.00 $159,805.54 $4,940,607.54
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

EXHIBIT A
City Council 33 – 27 6/21/2022

Quote List Price: $6,304,639.20
Quote Subtotal: $4,780,802.00
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Term Qty List Price Net Price Subtotal Tax Total 2022 UNLIMITED 7+ PREMIUM BUNDLE
73746 PROFESSIONAL EVIDENCE.COM LICENSE 60m 369 $2,340.00 $1,851.85 $683,333.52 $0.00 $683,333.52 73687 EVIDENCE.COM VIEWER LICENSE 60m 3 $300.00 $237.42 $712.25 $0.00 $712.25 100198 AXON VR CONTROLLER KIT - WARRANTY 60m 5 $373.80 $295.82 $1,479.11 $0.00 $1,479.11 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-
DEGREE) 10 $90.00 $71.23 $712.25 $65.90 $778.15
22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $90.00 $71.23 $712.25 $65.90 $778.15 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $60.00 $47.48 $237.42 $21.95 $259.37 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $1,000.00 $791.39 $3,956.95 $366.00 $4,322.95 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $750.00 $593.54 $2,967.71 $274.50 $3,242.21 20188 VR CONTROLLER KIT PELICAN CASE 5 $200.00 $158.28 $791.39 $73.20 $864.59 100165 UNLIMITED 3RD-PARTY STORAGE 60m 369 $900.00 $712.25 $262,820.58 $24,310.90 $287,131.48 73686 UNLIMITED BWC + CAPTURE STORAGE 60m 369 $1,440.00 $1,139.60 $420,512.93 $0.00 $420,512.93 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $1,643.00 $1,300.25 $61,111.92 $5,652.85 $66,764.77 73680 RESPOND DEVICE PLUS LICENSE 60m 369 $1,140.00 $902.18 $332,906.07 $0.00 $332,906.07 73681 AXON RECORDS FULL 60m 369 $1,740.00 $1,377.02 $508,119.79 $0.00 $508,119.79 73618 CITIZEN FOR COMMUNITIES USER LICENSE 60m 369 $540.00 $427.35 $157,692.35 $0.00 $157,692.35 73478 REDACTION ASSISTANT USER LICENSE 60m 369 $540.00 $427.35 $157,692.35 $0.00 $157,692.35 73739 PERFORMANCE LICENSE 60m 369 $540.00 $427.35 $157,692.35 $0.00 $157,692.35 73682 AUTO TAGGING LICENSE 60m 369 $540.00 $427.35 $157,692.35 $0.00 $157,692.35 20370 FULL VR TASER 7 ADD-ON USER ACCESS 60m 369 $1,050.00 $830.96 $306,624.01 $28,362.70 $334,986.71 85760 Auto-Transcribe Unlimited Service 60m 369 $1,200.00 $949.67 $350,427.44 $0.00 $350,427.44 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 60m 369 $540.00 $427.35 $157,692.35 $14,586.55 $172,278.90 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $5,000.00 $3,956.95 $3,956.95 $0.00 $3,956.95 80190 Evidence.com Channel Services 1 $5,000.00 $3,956.95 $3,956.95 $0.00 $3,956.95 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION
SERVICE 1 $0.00 $0.00 $0.00 $0.00 $0.00
20378 HTC FOCUS 3 VR HEADSET 15 $1,800.00 $1,424.50 $21,367.53 $1,976.50 $23,344.03 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $1,909.00 $1,510.76 $22,661.45 $2,096.20 $24,757.65 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $1,060.00 $838.87 $4,194.37 $388.00 $4,582.37 75015 SIGNAL SIDEARM KIT 369 $249.00 $197.06 $72,713.69 $6,726.00 $79,439.69 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $1.00 $0.79 $584.05 $54.00 $638.05 80464 EXT WARRANTY, CAMERA (TAP) 60m 369 $700.20 $554.13 $204,474.41 $18,913.90 $223,388.31 80464 EXT WARRANTY, CAMERA (TAP) 60m 12 $700.20 $554.13 $6,649.57 $615.10 $7,264.67 73309 AXON CAMERA REFRESH ONE 381 $741.00 $586.42 $223,425.98 $20,666.90 $244,092.88 73310 AXON CAMERA REFRESH TWO 381 $768.00 $607.79 $231,567.01 $21,419.95 $252,986.96 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 60m 47 $1,260.00 $997.15 $46,866.11 $4,335.10 $51,201.21 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $1,585.00 $1,254.35 $58,954.59 $5,453.30 $64,407.89 AB3 Camera Bundle
11507 City Council MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 366 $0.00 $0.00 $0.00 $0.00 $0.00 33 – 28 6/21/2022

Item Description Term Qty List Price Net Price Subtotal Tax Total 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 332 $699.00 $0.00 $0.00 $0.00 $0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 366 $0.00 $0.00 $0.00 $0.00 $0.00 AB3 Multi Bay Dock Bundle
74210 AXON BODY 3 - 8 BAY DOCK 45 $1,495.00 $0.00 $0.00 $0.00 $0.00 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY /
6-BAY DOCK 45 $0.00 $0.00 $0.00 $0.00 $0.00
AB3 Camera Bundle
11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 53 $0.00 $0.00 $0.00 $0.00 $0.00 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 53 $0.00 $0.00 $0.00 $0.00 $0.00 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 48 $699.00 $699.00 $33,552.00 $3,103.56 $36,655.56 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 1 $0.00 $0.00 $0.00 $0.00 $0.00 AB3 Multi Bay Dock Bundle
71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY /
6-BAY DOCK 2 $0.00 $0.00 $0.00 $0.00 $0.00
74210 AXON BODY 3 - 8 BAY DOCK 2 $1,495.00 $1,495.00 $2,990.00 $276.58 $3,266.58 Individual Items
73746 PROFESSIONAL EVIDENCE.COM LICENSE 60m 50 $2,340.00 $2,340.00 $117,000.00 $0.00 $117,000.00 85144 AXON STARTER 1 $2,750.00 $0.00 $0.00 $0.00 $0.00
85014 AXON 1-DAY SERVICE 1 $2,000.00 $0.00 $0.00 $0.00 $0.00 Total $4,780,802.00 $159,805.54 $4,940,607.54
City Council 33 – 29 6/21/2022

Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
2022 UNLIMITED 7+ PREMIUM BUNDLE 20188 VR CONTROLLER KIT PELICAN CASE 5 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 20378 HTC FOCUS 3 VR HEADSET 15 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 06/01/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 75015 SIGNAL SIDEARM KIT 369 06/01/2022 AB3 Camera Bundle 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 366 06/01/2022 AB3 Camera Bundle 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 53 06/01/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 366 06/01/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 53 06/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 332 06/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 1 06/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 48 06/01/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 45 08/15/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 2 08/15/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 45 08/15/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 2 08/15/2022 2022 UNLIMITED 7+ PREMIUM BUNDLE 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 12/01/2025 2022 UNLIMITED 7+ PREMIUM BUNDLE 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 12/01/2025 2022 UNLIMITED 7+ PREMIUM BUNDLE 73309 AXON CAMERA REFRESH ONE 381 12/01/2025 2022 UNLIMITED 7+ PREMIUM BUNDLE 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 12/01/2025 2022 UNLIMITED 7+ PREMIUM BUNDLE 73310 AXON CAMERA REFRESH TWO 381 06/01/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 06/01/2027 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date 2022 UNLIMITED 7+ PREMIUM BUNDLE 100165 UNLIMITED 3RD-PARTY STORAGE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73478 REDACTION ASSISTANT USER LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73680 RESPOND DEVICE PLUS LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73681 AXON RECORDS FULL 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73682 AUTO TAGGING LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73686 UNLIMITED BWC + CAPTURE STORAGE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73687 EVIDENCE.COM VIEWER LICENSE 3 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73739 PERFORMANCE LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 85760 Auto-Transcribe Unlimited Service 369 07/01/2022 06/30/2027 A la Carte City Council 73746 PROFESSIONAL EVIDENCE.COM LICENSE 50 07/01/2022 06/30/2027 33 – 30 6/21/2022

Services
Bundle Item Description QTY
2022 UNLIMITED 7+ PREMIUM BUNDLE 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 2022 UNLIMITED 7+ PREMIUM BUNDLE 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 2022 UNLIMITED 7+ PREMIUM BUNDLE 80190 Evidence.com Channel Services 1 2022 UNLIMITED 7+ PREMIUM BUNDLE 80223 INACTIVE CHANNEL ACCESS LICENSE 1 A la Carte 85014 AXON 1-DAY SERVICE 1
A la Carte 85144 AXON STARTER 1
Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date 2022 UNLIMITED 7+ PREMIUM BUNDLE 100198 AXON VR CONTROLLER KIT - WARRANTY 5 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 80464 EXT WARRANTY, CAMERA (TAP) 369 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 80464 EXT WARRANTY, CAMERA (TAP) 12 07/01/2022 06/30/2027 2022 UNLIMITED 7+ PREMIUM BUNDLE 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 47 07/01/2022 06/30/2027 City Council 33 – 31 6/21/2022

Payment Details
Jul 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 - Unlimited7+P 100165 UNLIMITED 3RD-PARTY STORAGE 369 $52,564.10 $4,862.18 $57,426.28 Year 1 - Unlimited7+P 100198 AXON VR CONTROLLER KIT - WARRANTY 5 $295.83 $0.00 $295.83 Year 1 - Unlimited7+P 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $838.89 $77.60 $916.49 Year 1 - Unlimited7+P 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 $31,538.47 $2,917.31 $34,455.78 Year 1 - Unlimited7+P 20188 VR CONTROLLER KIT PELICAN CASE 5 $158.27 $14.64 $172.91 Year 1 - Unlimited7+P 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $791.39 $73.20 $864.59 Year 1 - Unlimited7+P 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $47.50 $4.39 $51.89 Year 1 - Unlimited7+P 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $593.55 $54.90 $648.45 Year 1 - Unlimited7+P 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 $61,324.81 $5,672.54 $66,997.35 Year 1 - Unlimited7+P 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $4,532.29 $419.24 $4,951.53 Year 1 - Unlimited7+P 20378 HTC FOCUS 3 VR HEADSET 15 $4,273.49 $395.30 $4,668.79 Year 1 - Unlimited7+P 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $142.45 $13.18 $155.63 Year 1 - Unlimited7+P 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 $142.45 $13.18 $155.63 Year 1 - Unlimited7+P 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $116.81 $10.80 $127.61 Year 1 - Unlimited7+P 73309 AXON CAMERA REFRESH ONE 381 $44,685.18 $4,133.38 $48,818.56 Year 1 - Unlimited7+P 73310 AXON CAMERA REFRESH TWO 381 $46,313.41 $4,283.99 $50,597.40 Year 1 - Unlimited7+P 73478 REDACTION ASSISTANT USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 1 - Unlimited7+P 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 1 - Unlimited7+P 73680 RESPOND DEVICE PLUS LICENSE 369 $66,581.23 $0.00 $66,581.23 Year 1 - Unlimited7+P 73681 AXON RECORDS FULL 369 $101,623.95 $0.00 $101,623.95 Year 1 - Unlimited7+P 73682 AUTO TAGGING LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 1 - Unlimited7+P 73686 UNLIMITED BWC + CAPTURE STORAGE 369 $84,102.57 $0.00 $84,102.57 Year 1 - Unlimited7+P 73687 EVIDENCE.COM VIEWER LICENSE 3 $142.45 $0.00 $142.45 Year 1 - Unlimited7+P 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $12,222.40 $1,130.57 $13,352.97 Year 1 - Unlimited7+P 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $11,790.91 $1,090.66 $12,881.57 Year 1 - Unlimited7+P 73739 PERFORMANCE LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 1 - Unlimited7+P 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 $136,666.72 $0.00 $136,666.72 Year 1 - Unlimited7+P 75015 SIGNAL SIDEARM KIT 369 $14,542.73 $1,345.20 $15,887.93 Year 1 - Unlimited7+P 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 1 - Unlimited7+P 80190 Evidence.com Channel Services 1 $791.39 $0.00 $791.39 Year 1 - Unlimited7+P 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $791.39 $0.00 $791.39 Year 1 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 369 $40,894.89 $3,782.78 $44,677.67 Year 1 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 12 $1,329.93 $123.02 $1,452.95 Year 1 - Unlimited7+P 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 47 $9,373.23 $867.02 $10,240.25 Year 1 - Unlimited7+P 85760 Auto-Transcribe Unlimited Service 369 $70,085.48 $0.00 $70,085.48 Year 1 - Unlimited7+P UnlimAll UNLIMITED BWC + 3RD-PARTY STORAGE 369 $0.00 $0.00 $0.00 Year 1 - Unlimited7+P VRCK VR Controller Kit 5 $0.00 $0.00 $0.00 Invoice Upon Fulfillment 85014 AXON 1-DAY SERVICE 1 $0.00 $0.00 $0.00 Invoice Upon Fulfillment 85144 AXON STARTER 1 $0.00 $0.00 $0.00 Upfront HW 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 366 $0.00 $0.00 $0.00 Upfront HW 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK 53 $0.00 $0.00 $0.00 Upfront HW 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 366 $0.00 $0.00 $0.00 Upfront HW City Council 11534 USB-C to USB-A CABLE FOR33AB3–OR32FLEX 2 53 $0.00 6/21/2022 $0.00 $0.00

Jul 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Upfront HW 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 45 $0.00 $0.00 $0.00 Upfront HW 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 2 $0.00 $0.00 $0.00 Upfront HW 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 332 $0.00 $0.00 $0.00 Upfront HW 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 1 $0.00 $0.00 $0.00 Upfront HW 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 48 $33,552.00 $3,103.56 $36,655.56 Upfront HW 74210 AXON BODY 3 - 8 BAY DOCK 45 $0.00 $0.00 $0.00 Upfront HW 74210 AXON BODY 3 - 8 BAY DOCK 2 $2,990.00 $276.58 $3,266.58 Year 1 - Axon 73746 PROFESSIONAL EVIDENCE.COM LICENSE 50 $23,400.00 $0.00 $23,400.00 Total $985,394.04 $34,665.22 $1,020,059.26
Jul 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 - Unlimited7+P 100165 UNLIMITED 3RD-PARTY STORAGE 369 $52,564.12 $4,862.18 $57,426.30 Year 2 - Unlimited7+P 100198 AXON VR CONTROLLER KIT - WARRANTY 5 $295.82 $0.00 $295.82 Year 2 - Unlimited7+P 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $838.87 $77.60 $916.47 Year 2 - Unlimited7+P 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 $31,538.47 $2,917.31 $34,455.78 Year 2 - Unlimited7+P 20188 VR CONTROLLER KIT PELICAN CASE 5 $158.28 $14.64 $172.92 Year 2 - Unlimited7+P 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $791.39 $73.20 $864.59 Year 2 - Unlimited7+P 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $47.48 $4.39 $51.87 Year 2 - Unlimited7+P 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $593.54 $54.90 $648.44 Year 2 - Unlimited7+P 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 $61,324.80 $5,672.54 $66,997.34 Year 2 - Unlimited7+P 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $4,532.29 $419.24 $4,951.53 Year 2 - Unlimited7+P 20378 HTC FOCUS 3 VR HEADSET 15 $4,273.51 $395.30 $4,668.81 Year 2 - Unlimited7+P 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $142.45 $13.18 $155.63 Year 2 - Unlimited7+P 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 $142.45 $13.18 $155.63 Year 2 - Unlimited7+P 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $116.81 $10.80 $127.61 Year 2 - Unlimited7+P 73309 AXON CAMERA REFRESH ONE 381 $44,685.20 $4,133.38 $48,818.58 Year 2 - Unlimited7+P 73310 AXON CAMERA REFRESH TWO 381 $46,313.40 $4,283.99 $50,597.39 Year 2 - Unlimited7+P 73478 REDACTION ASSISTANT USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 2 - Unlimited7+P 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 2 - Unlimited7+P 73680 RESPOND DEVICE PLUS LICENSE 369 $66,581.21 $0.00 $66,581.21 Year 2 - Unlimited7+P 73681 AXON RECORDS FULL 369 $101,623.96 $0.00 $101,623.96 Year 2 - Unlimited7+P 73682 AUTO TAGGING LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 2 - Unlimited7+P 73686 UNLIMITED BWC + CAPTURE STORAGE 369 $84,102.59 $0.00 $84,102.59 Year 2 - Unlimited7+P 73687 EVIDENCE.COM VIEWER LICENSE 3 $142.45 $0.00 $142.45 Year 2 - Unlimited7+P 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $12,222.38 $1,130.57 $13,352.95 Year 2 - Unlimited7+P 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $11,790.92 $1,090.66 $12,881.58 Year 2 - Unlimited7+P 73739 PERFORMANCE LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 2 - Unlimited7+P 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 $136,666.70 $0.00 $136,666.70 Year 2 - Unlimited7+P 75015 SIGNAL SIDEARM KIT 369 $14,542.74 $1,345.20 $15,887.94 Year 2 - Unlimited7+P 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 2 - Unlimited7+P 80190 Evidence.com Channel Services 1 $791.39 $0.00 $791.39 Year 2 - Unlimited7+P 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $791.39 $0.00 $791.39 Year 2 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 369 $40,894.88 $3,782.78 $44,677.66 Year 2 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 12 $1,329.91 $123.02 $1,452.93 Year 2 - Unlimited7+P City Council 80465 EXT WARRANTY, MULTI-BAY33DOCK – 33(TAP) 47 $9,373.22 6/21/2022 $867.02 $10,240.24

Jul 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 - Unlimited7+P 85760 Auto-Transcribe Unlimited Service 369 $70,085.49 $0.00 $70,085.49 Year 2 - Unlimited7+P UnlimAll UNLIMITED BWC + 3RD-PARTY STORAGE 369 $0.00 $0.00 $0.00 Year 2 - Unlimited7+P VRCK VR Controller Kit 5 $0.00 $0.00 $0.00 Year 2 - Axon 73746 PROFESSIONAL EVIDENCE.COM LICENSE 50 $23,400.00 $0.00 $23,400.00 Total $948,851.99 $31,285.08 $980,137.07
Jul 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Unlimited7+P 100165 UNLIMITED 3RD-PARTY STORAGE 369 $52,564.12 $4,862.18 $57,426.30 Year 3 - Unlimited7+P 100198 AXON VR CONTROLLER KIT - WARRANTY 5 $295.82 $0.00 $295.82 Year 3 - Unlimited7+P 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $838.87 $77.60 $916.47 Year 3 - Unlimited7+P 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 $31,538.47 $2,917.31 $34,455.78 Year 3 - Unlimited7+P 20188 VR CONTROLLER KIT PELICAN CASE 5 $158.28 $14.64 $172.92 Year 3 - Unlimited7+P 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $791.39 $73.20 $864.59 Year 3 - Unlimited7+P 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $47.48 $4.39 $51.87 Year 3 - Unlimited7+P 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $593.54 $54.90 $648.44 Year 3 - Unlimited7+P 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 $61,324.80 $5,672.54 $66,997.34 Year 3 - Unlimited7+P 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $4,532.29 $419.24 $4,951.53 Year 3 - Unlimited7+P 20378 HTC FOCUS 3 VR HEADSET 15 $4,273.51 $395.30 $4,668.81 Year 3 - Unlimited7+P 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $142.45 $13.18 $155.63 Year 3 - Unlimited7+P 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 $142.45 $13.18 $155.63 Year 3 - Unlimited7+P 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $116.81 $10.80 $127.61 Year 3 - Unlimited7+P 73309 AXON CAMERA REFRESH ONE 381 $44,685.20 $4,133.38 $48,818.58 Year 3 - Unlimited7+P 73310 AXON CAMERA REFRESH TWO 381 $46,313.40 $4,283.99 $50,597.39 Year 3 - Unlimited7+P 73478 REDACTION ASSISTANT USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 3 - Unlimited7+P 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 3 - Unlimited7+P 73680 RESPOND DEVICE PLUS LICENSE 369 $66,581.21 $0.00 $66,581.21 Year 3 - Unlimited7+P 73681 AXON RECORDS FULL 369 $101,623.96 $0.00 $101,623.96 Year 3 - Unlimited7+P 73682 AUTO TAGGING LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 3 - Unlimited7+P 73686 UNLIMITED BWC + CAPTURE STORAGE 369 $84,102.59 $0.00 $84,102.59 Year 3 - Unlimited7+P 73687 EVIDENCE.COM VIEWER LICENSE 3 $142.45 $0.00 $142.45 Year 3 - Unlimited7+P 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $12,222.38 $1,130.57 $13,352.95 Year 3 - Unlimited7+P 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $11,790.92 $1,090.66 $12,881.58 Year 3 - Unlimited7+P 73739 PERFORMANCE LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 3 - Unlimited7+P 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 $136,666.70 $0.00 $136,666.70 Year 3 - Unlimited7+P 75015 SIGNAL SIDEARM KIT 369 $14,542.74 $1,345.20 $15,887.94 Year 3 - Unlimited7+P 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 3 - Unlimited7+P 80190 Evidence.com Channel Services 1 $791.39 $0.00 $791.39 Year 3 - Unlimited7+P 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $791.39 $0.00 $791.39 Year 3 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 369 $40,894.88 $3,782.78 $44,677.66 Year 3 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 12 $1,329.91 $123.02 $1,452.93 Year 3 - Unlimited7+P 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 47 $9,373.22 $867.02 $10,240.24 Year 3 - Unlimited7+P 85760 Auto-Transcribe Unlimited Service 369 $70,085.49 $0.00 $70,085.49 Year 3 - Unlimited7+P UnlimAll UNLIMITED BWC + 3RD-PARTY STORAGE 369 $0.00 $0.00 $0.00 Year 3 - Unlimited7+P VRCK VR Controller Kit 5 $0.00 $0.00 $0.00 Year 3 - Axon City Council 73746 PROFESSIONAL EVIDENCE.COM 33 –LICENSE 34 50 $23,400.00 6/21/2022 $0.00 $23,400.00

Jul 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Total $948,851.99 $31,285.08 $980,137.07
Jul 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 - Unlimited7+P 100165 UNLIMITED 3RD-PARTY STORAGE 369 $52,564.12 $4,862.18 $57,426.30 Year 4 - Unlimited7+P 100198 AXON VR CONTROLLER KIT - WARRANTY 5 $295.82 $0.00 $295.82 Year 4 - Unlimited7+P 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $838.87 $77.60 $916.47 Year 4 - Unlimited7+P 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 $31,538.47 $2,917.31 $34,455.78 Year 4 - Unlimited7+P 20188 VR CONTROLLER KIT PELICAN CASE 5 $158.28 $14.64 $172.92 Year 4 - Unlimited7+P 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $791.39 $73.20 $864.59 Year 4 - Unlimited7+P 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $47.48 $4.39 $51.87 Year 4 - Unlimited7+P 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $593.54 $54.90 $648.44 Year 4 - Unlimited7+P 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 $61,324.80 $5,672.54 $66,997.34 Year 4 - Unlimited7+P 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $4,532.29 $419.24 $4,951.53 Year 4 - Unlimited7+P 20378 HTC FOCUS 3 VR HEADSET 15 $4,273.51 $395.30 $4,668.81 Year 4 - Unlimited7+P 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $142.45 $13.18 $155.63 Year 4 - Unlimited7+P 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 $142.45 $13.18 $155.63 Year 4 - Unlimited7+P 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $116.81 $10.80 $127.61 Year 4 - Unlimited7+P 73309 AXON CAMERA REFRESH ONE 381 $44,685.20 $4,133.38 $48,818.58 Year 4 - Unlimited7+P 73310 AXON CAMERA REFRESH TWO 381 $46,313.40 $4,283.99 $50,597.39 Year 4 - Unlimited7+P 73478 REDACTION ASSISTANT USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 4 - Unlimited7+P 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 4 - Unlimited7+P 73680 RESPOND DEVICE PLUS LICENSE 369 $66,581.21 $0.00 $66,581.21 Year 4 - Unlimited7+P 73681 AXON RECORDS FULL 369 $101,623.96 $0.00 $101,623.96 Year 4 - Unlimited7+P 73682 AUTO TAGGING LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 4 - Unlimited7+P 73686 UNLIMITED BWC + CAPTURE STORAGE 369 $84,102.59 $0.00 $84,102.59 Year 4 - Unlimited7+P 73687 EVIDENCE.COM VIEWER LICENSE 3 $142.45 $0.00 $142.45 Year 4 - Unlimited7+P 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $12,222.38 $1,130.57 $13,352.95 Year 4 - Unlimited7+P 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $11,790.92 $1,090.66 $12,881.58 Year 4 - Unlimited7+P 73739 PERFORMANCE LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 4 - Unlimited7+P 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 $136,666.70 $0.00 $136,666.70 Year 4 - Unlimited7+P 75015 SIGNAL SIDEARM KIT 369 $14,542.74 $1,345.20 $15,887.94 Year 4 - Unlimited7+P 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 4 - Unlimited7+P 80190 Evidence.com Channel Services 1 $791.39 $0.00 $791.39 Year 4 - Unlimited7+P 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $791.39 $0.00 $791.39 Year 4 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 369 $40,894.88 $3,782.78 $44,677.66 Year 4 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 12 $1,329.91 $123.02 $1,452.93 Year 4 - Unlimited7+P 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 47 $9,373.22 $867.02 $10,240.24 Year 4 - Unlimited7+P 85760 Auto-Transcribe Unlimited Service 369 $70,085.49 $0.00 $70,085.49 Year 4 - Unlimited7+P UnlimAll UNLIMITED BWC + 3RD-PARTY STORAGE 369 $0.00 $0.00 $0.00 Year 4 - Unlimited7+P VRCK VR Controller Kit 5 $0.00 $0.00 $0.00 Year 4 - Axon 73746 PROFESSIONAL EVIDENCE.COM LICENSE 50 $23,400.00 $0.00 $23,400.00 Total $948,851.99 $31,285.08 $980,137.07
City Council 33 – 35 6/21/2022

Jul 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 - Unlimited7+P 100165 UNLIMITED 3RD-PARTY STORAGE 369 $52,564.12 $4,862.18 $57,426.30 Year 5 - Unlimited7+P 100198 AXON VR CONTROLLER KIT - WARRANTY 5 $295.82 $0.00 $295.82 Year 5 - Unlimited7+P 100210 VIRTUAL REALITY TABLET REFRESH ONE 5 $838.87 $77.60 $916.47 Year 5 - Unlimited7+P 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 369 $31,538.47 $2,917.31 $34,455.78 Year 5 - Unlimited7+P 20188 VR CONTROLLER KIT PELICAN CASE 5 $158.28 $14.64 $172.92 Year 5 - Unlimited7+P 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 5 $791.39 $73.20 $864.59 Year 5 - Unlimited7+P 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 5 $47.48 $4.39 $51.87 Year 5 - Unlimited7+P 20298 VR-ENABLED GLOCK 19 CONTROLLER 5 $593.54 $54.90 $648.44 Year 5 - Unlimited7+P 20370 FULL VR TASER 7 ADD-ON USER ACCESS 369 $61,324.80 $5,672.54 $66,997.34 Year 5 - Unlimited7+P 20373 VIRTUAL REALITY HEADSET REFRESH ONE 15 $4,532.29 $419.24 $4,951.53 Year 5 - Unlimited7+P 20378 HTC FOCUS 3 VR HEADSET 15 $4,273.51 $395.30 $4,668.81 Year 5 - Unlimited7+P 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 10 $142.45 $13.18 $155.63 Year 5 - Unlimited7+P 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 10 $142.45 $13.18 $155.63 Year 5 - Unlimited7+P 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 738 $116.81 $10.80 $127.61 Year 5 - Unlimited7+P 73309 AXON CAMERA REFRESH ONE 381 $44,685.20 $4,133.38 $48,818.58 Year 5 - Unlimited7+P 73310 AXON CAMERA REFRESH TWO 381 $46,313.40 $4,283.99 $50,597.39 Year 5 - Unlimited7+P 73478 REDACTION ASSISTANT USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 5 - Unlimited7+P 73618 CITIZEN FOR COMMUNITIES USER LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 5 - Unlimited7+P 73680 RESPOND DEVICE PLUS LICENSE 369 $66,581.21 $0.00 $66,581.21 Year 5 - Unlimited7+P 73681 AXON RECORDS FULL 369 $101,623.96 $0.00 $101,623.96 Year 5 - Unlimited7+P 73682 AUTO TAGGING LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 5 - Unlimited7+P 73686 UNLIMITED BWC + CAPTURE STORAGE 369 $84,102.59 $0.00 $84,102.59 Year 5 - Unlimited7+P 73687 EVIDENCE.COM VIEWER LICENSE 3 $142.45 $0.00 $142.45 Year 5 - Unlimited7+P 73688 MULTI-BAY BWC DOCK 2ND REFRESH 47 $12,222.38 $1,130.57 $13,352.95 Year 5 - Unlimited7+P 73689 MULTI-BAY BWC DOCK 1ST REFRESH 47 $11,790.92 $1,090.66 $12,881.58 Year 5 - Unlimited7+P 73739 PERFORMANCE LICENSE 369 $31,538.47 $0.00 $31,538.47 Year 5 - Unlimited7+P 73746 PROFESSIONAL EVIDENCE.COM LICENSE 369 $136,666.70 $0.00 $136,666.70 Year 5 - Unlimited7+P 75015 SIGNAL SIDEARM KIT 369 $14,542.74 $1,345.20 $15,887.94 Year 5 - Unlimited7+P 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 5 - Unlimited7+P 80190 Evidence.com Channel Services 1 $791.39 $0.00 $791.39 Year 5 - Unlimited7+P 80223 INACTIVE CHANNEL ACCESS LICENSE 1 $791.39 $0.00 $791.39 Year 5 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 369 $40,894.88 $3,782.78 $44,677.66 Year 5 - Unlimited7+P 80464 EXT WARRANTY, CAMERA (TAP) 12 $1,329.91 $123.02 $1,452.93 Year 5 - Unlimited7+P 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 47 $9,373.22 $867.02 $10,240.24 Year 5 - Unlimited7+P 85760 Auto-Transcribe Unlimited Service 369 $70,085.49 $0.00 $70,085.49 Year 5 - Unlimited7+P UnlimAll UNLIMITED BWC + 3RD-PARTY STORAGE 369 $0.00 $0.00 $0.00 Year 5 - Unlimited7+P VRCK VR Controller Kit 5 $0.00 $0.00 $0.00 Year 5 - Axon 73746 PROFESSIONAL EVIDENCE.COM LICENSE 50 $23,400.00 $0.00 $23,400.00 Total $948,851.99 $31,285.08 $980,137.07
City Council 33 – 36 6/21/2022

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

City Council 33 – 37 6/21/2022

\s1\ \d1\
Signature Date Signed
5/10/2022
City Council 33 – 38 6/21/2022

ATTENTION
This order may qualify for freight shipping, please fill out the following information.

Who is the receiving contact and what is the contact phone number for this shipment?
What are the receiving hours of operation?
Is a loading dock available for this incoming shipment? If yes, are you able to unload pallets from the trailer or will the driver need to assist with unload?
Do you have a forklift and/or pallet jack to transport pallets into your facility?
Are there any delivery restrictions (no 53' trailers, no box trucks, etc.)?
City Council 33 – 39 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 34
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Workstation and Video Monitoring Upgrades

AGENDA TITLE
Approve Agreement with Western A/V & Security for Water Resources Workstation and Video Monitoring Upgrades for a Total Amount not to Exceed $440,000 for up to a FiveYear Term (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Western A/V & Security for Water Resources workstation and video monitoring upgrades for a three-year period beginning June 21, 2022 and expiring June 20, 2025, with provisions for one, two-year renewal period exercisable by the City Manager and City Attorney, with an amount not to exceed $440,000, which includes a contingency of $61,624.50, subject to nonsubstantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency’s Water Resources Division oversees and maintains the daily operations of the City’s water and sanitary sewer systems. The water system is composed of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to Metropolitan Water District. The system has an average daily demand of 30 million gallons from its roughly 45,000 service connections.

Control and monitoring of the water system is coordinated via the City’s Supervisory Control And Data Acquisition (SCADA) System.

The City of Santa Ana is seeking a firm for the procurement of video monitoring, server hardware, and workstation equipment to be installed at the state-of-the-art Walnut Pumping Station. The integration of these components will help establish an operations center that focuses on control and monitoring of the City’s critical water system facilities.

On March 8, 2022, the Public Works Agency issued Request for Proposals (RFP) 22-027 for water resources workstation and video monitoring upgrades. The RFP was advertised on the City’s online bid management and publication system with bids due on April 07, 2022. System records indicate 60 vendors were notified and 16 vendors downloaded City Council 34 – 1 6/21/2022
Agreement for Workstation and Video Monitoring Upgrades June 21, 2022

proposal files. Two proposals were received and evaluated by a selection committee. No proposals were received from Santa Ana vendors.

Based on the criteria as outlined in the RFP, all of the proposals received were categorized as responsive, and their respective scores are as follows:

FIRM LOCATION PROPOSAL SCORE
Western A/V & Security Orange 95
Inter-Pacific, Inc Tustin 74
In accordance with the RFP scores, staff recommends entering into an agreement with Western A/V & Security for workstation and video monitoring upgrades for the Water Resources Division. The proposal demonstrated high levels of technical competency and experience performing similar services. The proposal contained a clear path toward achieving City goals and objectives as required by the RFP.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funds are budgeted and available for expenditure in Fiscal Year 2022-23 and will be budgeted in future fiscal years, including the renewal option, based on the needs of the Water Resources Division. Staff will not issue a Notice to Proceed until after July 1, 2022.

As a result, no expenses will be incurred during FY 2021-22. The following is an estimate of expenditures by fiscal year:

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
Contract (3-Year Term)
2022-23 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$380,000
2023-24 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$20,000
2024-25 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$20,000
Optional Two-Year Extension
City Council 34 – 2 6/21/2022
Agreement for Workstation and Video Monitoring Upgrades June 21, 2022

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
2025-26 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$10,000
2026-27 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$10,000
Total: $440,000

EXHIBIT(S)

1. Agreement with Western A/V & Security
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 34 – 3 6/21/2022

AGREEMENT TO PROVIDE WATER RESOURCES WORKSTATION AND VIDEO

MONITORING UPGRADES
THIS AGREEMENT is made and entered into this 21st day of June 2022 by and between Western A/V & Security (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On March 8, 2022, the City issued Request for Proposal No. 22-027, by which it sought a Contractor to provide workstation and video monitoring upgrades as needed for the Public Works Agency Water Resources Division.

B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 22-027.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Contractor shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in RFP No. 22-027 and set forth in Scope of Services – Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement shall not exceed Four Hundred Forty thousand Dollars and Zero Cents ($440,000). This sum is comprised of (1) the base amount of $378,375.50 and (2) a contingency in the amount of $61,624.5 for additional services at the City’s sole discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

City Council 34 – 4 6/21/2022

3. TERM
This Agreement shall commence on the date first written above and terminate on June 20, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1), two-year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

City Council 34 – 5 6/21/2022

7. INSURANCE
Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and nonowned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG City Council 34 – 6 6/21/2022

20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’srating of no less than A:VII, unless otherwise acceptable to the City.

7. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

TheCityreservesthe right to require complete, certified copies of allrequired insurance policies,including endorsements required by these specifications, at any time.

8. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

City Council 34 – 7 6/21/2022

9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable.

Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours.

Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

City Council 34 – 8 6/21/2022

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Western A/V & Security
1592 North Batavia Street, Suite 2
Orange, CA 92867
Attn: Hailey Schellin, Account Executive
City Council 34 – 9 6/21/2022

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.

In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:

City Council 34 – 10 6/21/2022

a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date and, in such case, such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement.

18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on next page]
City Council 34 – 11 6/21/2022

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
________________________ _________________________
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager

APPROVED AS TO FORM WESTERN A/V & SECURITY
SONIA R. CARVALHO
City Attorney
By: _____________________ ____________________________
Brandon Salvatierra Hailey Schellin
Deputy City Attorney Account Executive

RECOMMENDED FOR APPROVAL
____________________________
Nabil Saba, P.E.

Executive Director
Public Works Agency
City Council 34 – 12 6/21/2022

EXHIBIT A
City Council 34 – 13 6/21/2022
DUE: April 7, 2022 by 4:00pm
City of Santa Ana
RFP No 22-027
Water Resources Workstation and Video Monitoring
Upgrades
City Council 34 – 14 6/21/2022
April 7th, 2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Attention: Armando Fernandez
City of Santa Ana, Project Manager
220 S. Daisy Avenue, Bldg A
Santa Ana, CA 92703
[email protected]

Re: Water Resources Workstation and Video Monitoring Upgrades (RFP # 22-027)

Dear Armando,
Thank you for the opportunity to submit our Proposal for the above referenced project based on the specification sent to all bidders. Our proposal is valid 120 days (or longer if contract negotiations are in progress) from the date of submittal.

Western Audio Visual & Security (WAVS), an S-Corp, specializes in the design, sale, installation, and maintenance of multimedia display systems. WAVS and its’ Team have been providing turnkey audiovisual system solutions to the corporate, industrial, government and educational marketplace for 30+ years. WAVS is authorized to provide and install all components specified in this Proposal. Please see the attached document titled, “Relevant Project Experience - Recent Government & Municipality Projects” as proof that WAVS has proven and qualified experience in this niche client base.

Western A/V & Security understands that the City may request a negotiating process with this proposal.

Firm Size
Western A/V & Security has 50 employees. Following this cover letter, WAVS has provided an attachment titled, “Project Team -Key Personnel”. This document goes into much further detail about our experience, the certifications our staff uphold, and the types of clients we work with on a daily basis. Per the RFP, this document is not included in the 10 page requirement.

Statement of Compliance
The Price includes all Engineering, Project Management, Installation, Programming, Equipment, Training, as well as the inclusion of all applicable Taxes, and Prevailing Wages for the following specified systems:

1. Water Resources Workstation and Video Monitoring

Base Bid Price ($378,375.50)
Western Audio Visual & Security’s Price to furnish and install the specified sections above is Three Hundred Seventy-Eight Thousand, Three Hundred Seventy-Five Dollars, and Fifty Cents ($378,375.50), including all Electronic Waste Tax, and Prevailing Wages as detailed in the attached Pricing Summary. Sales Tax is also included in the above price.

City Council 34 – 15 6/21/2022
April 7th, 2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Agreement Statement:

Western A/V & Security agrees to all terms and conditions as stated in the Standard Agreement shown as “Attachment 4” of the RFP documents.

Warranty and Preventative Maintenance
The AV Systems are warranted against all defects of materials and workmanship, as a system, as well as individual components, for period of 1 Year after date of acceptance, or first used (whichever comes first). If individual manufacturers, warranty their equipment for a longer period, the manufacturer’s warranty will apply.

Western A/V & Security has also included the cost of four (4) additional and optional years of our Service/Preventative Maintenance Contract:
1st Year= $5,600 (50% OFF & Included in Base Bid Pricing) 2nd Year= $8,400 (25% OFF)
3rd Year= $11,200
4th Year= $11,200
5th Year= $11,200
Attachments:

WAVS has included attachments at the conclusion of this proposal, as means to not exceed the RFP page limit.

Some attachments provide details about the projects noted in the reference section. WAVS has also provided the Project Pricing Summary that we traditionally use for our customers, since the Fee Schedule provided by the City did not allow for the breakout of many items such as Sales Tax, E-waste, etc. WAVS likes to provide full transparency of all costs to our customers, which is why we have provided this as an attachment in the Fee section.

Thank you for your time and consideration and please feel free to call me if you have any questions or need further information at (714) 637-7272.

Sincerely,

Hailey Schellin (Account Executive)
Cell: 949-584-7028
[email protected]
I, Hailey Schellin, am the Account Executive authorized to negotiate and bind Western A/V contractually.

City Council 34 – 16 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Jay has over 34 years of experience in the audiovisual industry. In 1986, Jay started J.O.S. Projection Systems, Inc. which provided integrated system solutions to a diverse clientele. Some of these clients included: NASA, JPL, Intel, Hughes, Motorola, Northrop, Charles Schwab, as well as all branches of the military. With offices in Los Angeles, San Diego and Phoenix, J.O.S. primarily served the Southwestern U.S. In 1998, J.O.S. was acquired by the largest audiovisual company in the U.S. to transition them into the System Integration business. As part of the sale, Jay remained on board until 2001 as Vice-President of Systems Integration Group. Jay is an alumni of Pepperdine University, where in his senior year, he was drafted by the Oakland Athletics. His career with the A’s lasted three years at which time he began his career outside of baseball in the mainframe division of National Semiconductor. Jay left National Semiconductor in 1986 to start J.O.S. Projection Systems, Inc.

Steve has over 26 years of experience in the audiovisual industry. Steve started out with J.O.S. Projection Systems in 1994 and was part of the group that was acquired by MCSi in 1998. While there, he ran the most successful region in the company. He has worked as a System Designer, Salesperson, Project Manager and Regional Manager in the AV industry. His experience working on large, high-profile projects has impressed industry peers as well as clients. Due to his broad technical knowledge, Steve has the ability to solve complex integration challenges. The key phrase “Experience is Golden” certainly applies to him, and gives his clients the greatest benefit of all. Steve graduated with a Business Administration degree from San Diego State University and began his career with the San Diego Padres as a Project Manager in the Stadium Operations Department, acting as a liaison between the Padres, Major League Baseball, the City of San Diego and Service America.

Steve’s client list includes, but is not limited to: Northrop Grumman, Intuit, Children’s Hospital of Los Angeles, University of California Riverside, County of San Bernardino and County of San Diego.

City Council 34 – 17 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Erik has over 26 years of experience in the audiovisual industry and is considered by many in our industry as one of the top engineers in the country. Erik started his career in the audiovisual industry with Ampro in Florida before moving to California and working with J.O.S. Projection Systems. He has also travelled all over the world for British Petroleum designing and fine-tuning Control Room Displays utilizing edge blending. He has performed many different jobs in the audiovisual world including, final setup technician for CRT projectors, Service Technician, Project Manager, System Designer, System Sales, Engineer and is now currently Director of Engineering here at WAV. He has an AA degree in Electronics and many certifications including those from Biamp, Crestron, Christie, AMX, Panasonic as well as others.

Erik also holds a CTS-D certification from AVIXA and DMC-E from Crestron Electronics.

He has designed many high-profile projects including: City of Victorville, Genentech, UCLA School of Medicine, Allergan, Intuit, Children’s Hospital of Los Angeles, Children’s Hospital of Orange County, City of Temecula, City of San Marcos and City of Brea. He specializes in projects ranging from $750,000 to $2,000,000.

Phil has over 16 years of experience in the audiovisual industry. Phil has had many different job functions such as Installation Supervisor, Project Manager, Field Engineer and Sales Engineer. His certifications range from Clearone, Lutron, AMX, Biamp, SVSi, QSC, Scala and Polycom. Phil is known around the office for his “CanDo” attitude. He has been a part of projects ranging from corporate, government, higher education, as well as performing arts. Some of these projects include: Taco Bell, Herbalife, New York Life, Too Faced Cosmetics and various colleges throughout southern California.

City Council 34 – 18 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Kevin has over six years of experience in the audiovisual industry. Kevin started in the industry in 2014 working as an Installation Technician and was quickly promoted to Lead Technician. His attention to detail and communication skills led to yet another promotion as Project Closer. He now works as a Sales Engineer for WAV. He is both Biamp and DMC-D certified. Kevin is responsible for trouble shooting, testing and configuring the audio visual system for final sign-off by the customer and/or the consultant. Kevin has worked on many high-profile projects including: Taco Bell corporate headquarters, Claremont McKenna College, City of Brea Council Chamber, City of Santa Barbara Council Chamber, New York Life, Intuit and Children’s Hospital Los Angeles.

Christian has over 10 years of experience in the audiovisual industry. His start in the industry involved management and support of AV systems in an enterprise environment. He later moved on to work for Crestron, where he taught technical and certification courses, provided level-two product technical support, and performed AV system design engineering. He has now joined WAV where he will use his diverse AV experience as an end user and manufacturer to provide superior service to WAV customers. He obtained a BS degree in Electrical Engineering and certifications from Biamp, QSC, and Crestron, including recognition as a Crestron Certified Programmer.

City Council 34 – 19 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel
Randi has 25 years of experience in the audiovisual industry. She started in the industry in 1995 as a sales support specialist at Extron Electronics where she managed all GSA sales to the U.S. as well as sales and training to the Northeast region. Randi was the first female in the AV industry to earn the CTS certification while at Extron Electronics. Since 2002, she has worked for large integration companies as a CAD Engineer developing system design package standards. Before becoming a CAD Engineer, she performed functions in systems integration such as Systems Integration Coordinator and Service Dept. Coordinator. Having knowledge in audiovisual systems before learning AutoCad has given Randi an advantage in being able to understand the projects thoroughly and create drawing packages from as little as a list of equipment.

City Council 34 – 20 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Shelby has over 21 years of experience in the audiovisual industry. He started his career at MCSi and has worked for a couple other large integration companies before arriving at Western Audio Visual in 2010. He is Western Audio Visual’s Senior Project Manager designated as the training coordinator for all new hires. Before joining the audiovisual industry, Shelby was a Sergeant in the Marine Corp. for six years. His experience covers a full range of projects starting with simple systems and then, in the past seven years, spent fully on large-scale projects. Some of these projects include: Herbalife - LA Live ($1.5 million), Taco Bell ($1 million), UCLA Medical Center, USC Medical Center, Mayo Hospital, City of Hope, UC Irvine, Claremont McKenna College and Intuit.

City Council 34 – 21 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Kevin has over 13 years of experience in the audiovisual industry. Kevin started in the industry in 2007 working as a Project Coordinator. He worked directly with the project management and engineering teams on all new and existing projects. His attention to detail, knowledge of installation requirements in the field and coordination with end users made Kevin an integral part of the technical services department. In 2009, Kevin was promoted to Service Manager where he was tasked with building and maintaining a fully functioning service department. Kevin has received great praise from clients and colleges due to his constant and outstanding customer service and support. He has a loyal following of customers and is recognized by many of our industry suppliers as the top in his field. Suppliers continue to steer their service business Kevin’s way since it has had such a positive effect on their business. Kevin has worked on many high-profile projects such as:

Taco Bell corporate headquarters, Herbalife LA Live, Metlife, WATG, Intuit, Children’s Hospital Los Angeles, Citrus College, Cerritos College and Bank of America.

Keith has over 21 years of experience in the audiovisual industry. Keith started in the audiovisual industry in 1999 as an Applications Engineer for Samsung Electronics. In 2008, he moved to Crestron Electronics where he worked as an Instructor for Certified Programming and DigitalMedia Certifications. He joined Western Audio Visual in 2015 as a Senior Service Technician. Keith holds Certifications for Crestron Programming, Crestron DigitalMedia and QSC Q-SYS DSP Product Line. His vast audiovisual knowledge and experience makes him a valuable asset in the field for not only our service department but for our integration department as well. Having Keith on our team gives us an advantage because we have the flexibility to make programming changes immediately rather than having our client wait for a programmer to be available.

City Council 34 – 22 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel

Ray has over 22 years of experience in the audiovisual industry. Ray started in the audiovisual industry in 1998 as an engineering assistant. He has performed many job functions over the past 18 years including installation technician, service coordinator, inside sales and project management. Ray holds certifications for Crestron Programming, Crestron DMC-D, Hilti and OSHA. Some of his clients include:

Intuit, American Career College, Citrus College, Children’s Hospital of Los Angeles and Irvine Ranch Water District.

Geo has 13 years of experience in the audiovisual industry. Geo worked 13 years in residential AV and then transitioned into commercial AV where he has spent three years. Geo worked for two years as the lead installer and foreman for U.S. embassy projects. After working in installation, Geo moved into programming which he did for one year. Geo has multiple certifications including: a CTS, CRESTRON CTI P101 programming and smart graphics certifications, DMC-T, DMC-D, and DMC-E certifications for Crestron digital media products, and an Extron Control Specialist and Professional certifications (PROGRAMMING).

City Council 34 – 23 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel
Hailey has worked in the audiovisual industry for seven years as an Account Executive for Western Audio Visual & Security. While at Western, she has become the expert in government contracts and has contracted with over 70 municipalities.

Hailey stands out in the industry because of the relationships she garners with her clients and how she oversees that the client is receiving exactly what they want from the start of the project to the finish. The types of projects that Hailey specializes on a day to day basis include but are not limited to: Boardrooms/Council Chambers, Traffic Management Centers and Emergency Operations Centers. In addition to expanding Western’s municipality client list, Hailey has created solid relationships with corporate accounts in Southern California. Some of Hailey’s key accounts include: County of San Bernardino, Yorba Linda Water District, City of Corona, and City of Chula Vista. Prior to working in the AV industry, she worked in Enterprise’s Management Trainee program where she excelled in customer service and sales.

Hailey graduated from the University of Arizona with a Bachelor’s degree in Communications and a minor in Business.

City Council 34 – 24 6/21/2022
Meet your gamechangers…
Project Team – Key Personnel
Jeremy has been involved in the Security Integration business for over 16 years.

During that time, he has assisted some the area’s largest business in securing their facilities from both internal and external threats. As part of a Design-Build firm, he learned early on the importance of attention to detail, properly aligning client expectations, and the importance of excellent customer service. His approach to the physical security needs of clients is that of a partner and not simply an installation contractor. Jeremy has developed a client centric, service-based approach; ensuring clients’ needs are continuously met long after the initial sale. With the ever-changing technology in the Security Industry he has remained committed to professional growth and technical knowledge through manufacturer certifications and proficiency on industry best practices. Since joining Western, Jeremy has continued to apply a client focused, service-oriented approach to identifying and meeting all our clients’ security needs.

Jesse has been working in the AV and electrical business for over 15 years. He has been working in the low voltage industry since 2005. He started out in structured cabling pulling wire and building out server rooms for large companies like Western Digital, UCLA, Monster and Gensler. In 2009, Jesse moved to the audiovisual department installing TVs, ceiling speakers, wireless microphones, video conferencing, media walls and building out AV racks in residential and commercial properties. Jesse jumped into the security sector headfirst in 2011 and has been passionate about it ever since. He has worked in many different environments including hospitals, hotels, commercial high-rise buildings, residential high-rise buildings, government buildings, television production companies, retail stores and banks. He has experience in installation, on-field engineering, project management, programming and customer service skills. Jesse believes the customer should get a clean professional installation and always looks to close each project with 100% satisfaction.

City Council 34 – 25 6/21/2022
City of Santa Ana
Proposed Project Team

HAILEY SCHELLIN

ACCOUNT MANAGER

SHELBY TOAL

PROJECT MANAGER

RYAN BAUMGART

PROCUREMENT

GEO CORONA

PROJECT CLOSER

DANNY BERMUDEZ

SUPERINTENDENT

KEVIN MATUTE

TECHNICIAN

JOSH BARBA

TECHNICIAN

MIGUEL MEZA

TECHNICIAN

COLIN LAYMON

TECHNICIAN

ERIK WILSON

ENGINEER

KEVIN MAHKORN

SERVICE MANAGER

JAY SCHELLIN

PROGRAMMER

RANDI ELLIS

CAD/DOCUMENTATION
City Council 34 – 26 6/21/2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Project Understanding
Western Audio Visual & Security has become well known within the Civic and Government market. As mentioned in the cover letter, our Team has over 30 years of experience with similar types of equipment and integrated systems that are listed within the RFP for the City of Santa Ana Water Resources Division. Due to our extensive experience, we have a proven track record in providing quality and efficient system designs, installations, and repair services for our audiovisual and security systems.

The best proof of our understanding of the work to be performed is that we are the team that Consultants and Suppliers, like Crestron, come to for help with City & Municipality projects. Our Lead Engineer, Erik Wilson, has worked on more City & Municipality projects than any other Engineer in the Southern California area. Many vendors can succeed with a simple conference room project, but not many can succeed in the world of Boardrooms and Control Rooms. Control Room and Boardroom projects can truly speak to our qualified and abundance of experience, as they are known to be some of the most complex types of systems to design and integrate.

We are the team that City’s come to when the low bidder did not work out. We currently have two City contracts where we are cleaning up the mistakes of an inexperienced vendor. Our biggest compliment came from a very large Consulting Firm that asked Crestron for their 5 biggest City Project References, and all 5 Projects were WAVS Projects.

The key to a successful installation for this type of project is prior experience and good preparation before coming on-site. Since we are typically doing large installations ranging between $1 Million and $3 Million in revenue, we understand more than others that attention to all the small details is critical. Our team has been doing City and County projects for over 30 years. Your project has less critical stages than most projects, but our attention to detail will still make a big difference in the final result.

It is evident that our company’s resume and reputation can attest as to why we are the most qualified & competitive vendor for this RFQ.

Please see the attached document titled, “Relevant Project Experience - Recent Government & Municipality Projects” which can attest to our experience in working with Government agencies like the City of Santa Ana.

City Council 34 – 27 6/21/2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Relevant Project Experience - Recent Government & Municipality Projects City Projects:

1. City of Aliso Viejo* ($119k)

2. City of Anaheim* ($767k)

3. City of Azusa ($106k)

4. City of Banning* ($211k)

5. City of Barstow* ($201k)

6. City of Beaumont* ($10k)

7. City of Big Bear Lake* ($175k)

8. City of Brea ($643k)

9. City of Bishop* (55k)

10. City of Buena Park*($537k)

11. City of Carlsbad ($616k)

12. City of Chino* ($739k)

13. City of Chino Hills* ($225k)

14. City of Chula Vista* ($558k)

15. City of Colton* ($200k)

16. City of Corona* ($1.0M)

17. City of Coronado ($30k)

18. City of Costa Mesa ($210k)

19. City of Covina* ($166k)

20. City of Cypress* ($290k)

21. City of Del Mar* ($105k)

22. City of Diamond Bar ($67k)

23. City of Downey* ($137k)

24. City of Eastvale ($4k)

25. City of El Monte ($31k)

26. City of El Segundo ($34k)

27. City of Encinitas* ($404k)

28. City of Fontana* ($97k)

29. City of Fullerton ($217k)

30. City of Glendora* ($438k)

31. City of Goleta* ($213k)

32. City of Hemet ($6k)

33. City of Hesperia* ($609k)

34. City of Hermosa Beach ($190k)

35. City of Huntington Park*($7k)

36. City of Imperial Beach* ($270k)

37. City of Irvine* ($152k)

38. City of Irwindale* ($121k)

39. City of La Habra*($303k)

40. City of La Puente ($34k)

41. City of Laguna Beach*($170k)

42. City of Lomita* ($10k)

43. City of Manhattan Beach* ($393k)

44. City of Mission Viejo* ($747k)

45. City of Moreno Valley ($11k)

46. City of Murrieta ($816k)

47. City of National City* ($98k)

48. City of Ojai* ($25k)

49. City of Ontario ($249k)

50. City of Orange ($540k)

51. City of Oxnard* ($147k)

52. City of Perris* ($131k)

53. City of Placentia ($59k)

54. City of Pomona* ($194k)

55. City of Rancho Mirage* ($228k)

56. City of Rancho Palos Verdes*($100k)

57. City of Redlands ($20k)

58. City of Redondo Beach ($28k)

59. City of Riverside* ($225k)

60. City of Rolling Hills Estates* ($156k)

61. City of San Clemente* ($28k)

62. City of San Fernando* ($25k)

63. City of San Juan Capistrano* ($136k)

64. City of San Marcos* ($399k)

65. City of San Marino ($2K)

66. City of Santa Clarita* ($67k)

67. City of Santa Ana ($146k)

68. City of Santa Barbara ($664k)

69. City of Santa Fe Springs* ($130k)

70. City of Santee* ($575k)

71. City of Signal Hill ($6k)

72. City of Simi Valley* ($272k)

73. City of Solana Beach* ($109k)

74. City of Temecula* ($1.5M)

75. City of Tustin* ($607k)

76. City of Upland* ($115k)

77. City of Ventura* ($305k)

78. City of Victorville * ($1.6M)

79. City of Villa Park* ($82k)

80. City of Vista ($89k)

81. City of Walnut * ($115k)

82. City of West Covina ($54k)

83. City of West Hollywood ($991k)
City Council 34 – 28 6/21/2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066

84. City of Westminster ($135k)

85. City of Whittier* ($355k)

86. City of Yorba Linda* ($208k)
County & District Projects:

1. Civil Rights Institute* (436k)

2. Columbia Space Center* ($200k)

3. County of Los Angeles ($300k)

4. County of Orange* ($227k)

5. County of Riverside* ($225k)

6. County of San Bernardino* ($1.2M)

7. County of San Diego* ($250k)

8. Eastern Municipal Water District* ($110k)

9. Inland Empire Utilities Agency* ($570k)

10. Irvine Ranch Water District* ($300k)

11. Jurupa Community Services District* ($8k)

12. Long Beach Water ($12k)

13. Los Angeles County Bar Assoc. ($345k)

14. Los Angeles Fire Police Pension ($200k)

15. Omnitrans* ($73k)

16. Orange County Fire Authority* ($559k)

17. Orange County Sanitation District* ($148k)

18. Otay Water District ($153k)

19. Port of Los Angeles* (250k)

20. Rancho California Water District* ($16k)

21. Reg. County OCC Center * ($120k)

22. SBCERA* ($110k)

23. San Bernardino Valley Municipal Water District* ($206k)

24. SDCERS* ($250k)

25. San Diego District Attorney* ($244k)

26. San Diego Medical Examiner* ($375k)

27. Santa Margarita Water District* ($50k)

28. South Orange Community College District* ($153k)

29. The Toll Roads* ($25k)

30. Vallecitos Water District ($93k)

31. Yorba Linda Water District* ($153k)
Blue indicates projects in progress
Red indicates maintenance contracts
* indicates design/build
City Council 34 – 29 6/21/2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Proposed Approach
Our approach starts with hiring the most qualified people. Your Project Manager, Shelby Toal, is one of only two in Southern California that has the prestigious PMP Certification. He is also a 20-year veteran of the Audio Visual Industry.

Our Lead Design Engineer, Erik Wilson, has the most proven experience with Boardroom and Training Room style projects, and their correlating overflow spaces. Western AV has become very familiar and understands that each Municipality project has unique needs. Erik has become recognized as the “go to” Engineer for Consultants and Suppliers in the niche world of Municipality Boardroom style projects. His vast knowledge of the Broadcasting, Streaming, and Control Systems are what set his skills apart.

In the design/build approach, our Sales Team (Rep. & Engineer) will sit down with the client to develop the clients’ wants and needs for each space. Once this is complete, our team develops a bill of materials and scope of work for each space. This is reviewed with the client to ensure that it meets all the requirements for the project. This applies to your project as well.

We start off all projects with a Kick-off meeting to ensure that all parties have reviewed the scope of work together. The better the Scope of Work, the better the project is executed. At this meeting we will provide the client with one point of contact at our company. Once a fully executed copy of a contract or a PO is delivered to WAVS, Shelby Toal will be the main point of contact for the City of Santa Ana. We like to provide our client with one point of contact to ensure that communication will flow at a swift pace.

Our team follows the steps in our System Milestone Schedule to ensure nothing is forgotten or left behind.

Depending on the project needs, our Project Manager will be on-site to provide daily or weekly updates on the project.

Once we have completed the implementation and testing, there is another critical piece which is the training.

Over the years we have found out that the best Training comes from the Engineer who worked with the client to design the system and implement the system. It eliminates all the questions of “Why” since both parties were part of the design, changes, deletions, adds, etc.

Personnel Staffing Plan
When it comes to Municipality projects, our Project Manager (PMP), Shelby Toal, will put his best men forward on the job. Due to our experience and extensive resume in Municipality projects, Western A/V understands the urgency and niche quality to these systems. Our Engineers & technicians truly enjoy working on Municipality projects, since we have become the experts in these systems.

If there is a change in management on the project, Western Audio Visual would contact City of Santa Ana directly to let them know. We differ from other companies in the fact that we have two Project Managers that are aware of all ongoing projects.

Project Controls
Our 30 years of experience working with Cities, Counties, and Municipalities has given our company a competitive edge in this niche market. Our company has found that one major key in controlling our project costs for these projects starts with a well-defined scope of work. We then have our Project Manager review that well-defined scope of work with the client in the kick-off meeting.

Our team utilizes real-time information on our server. So, if any changes are made on our Bill of Materials, Schedule, Drawings, Programming, Engineering, etc, everyone can see the exact changes in real time. The Project Management Software also alerts the team of these changes once they have occurred. Our warehouse manager also updates the system with equipment and shipping updates, so our field supervisors have real-time status on every item in the system.

City Council 34 – 30 6/21/2022
1592 North Batavia Street, Suite 2 12707 High Bluff Drive, Suite 200 Orange, CA 92867 San Diego, CA 92130
Phone#: (714) 637-7272 www.wav1.com Phone#: (760) 438-1200 Fax#: (714) 637-7330 Fax#: (760) 438-0066
Our field team utilizes TAG Software, which helps provide daily tracking of progress on all areas of the project including off-site & on-site installation, drawings, and engineering. We can show you this software in an interview.

In regards to accurate and timely invoices, our Project Managers review and approve of all Billings before they are sent out, Tuesdays or Fridays.

All of our real-time information systems can be demonstrated or discussed in more thorough detail during an interview.

In-Shop Assembly and Fabrication
Once a technician is hired at Western A/V, the first thing they learn about is the importance of our in-shop assembly process. In fact, Western A/V has a room dedicated to in-shop assembly. In this room, our technicians will build and wire racks prior to coming on-site. In addition, they can load and test code before bringing the racks and equipment on-site. This process is crucial and ensures that the on-site installation will go much smoother. Our technicians have a list of tests to perform before they can bring a rack to the jobsite. The Lead Technician will verify that his team has performed all of those tests required.

Our Project Managers hold monthly and private meetings with each one of our technicians. In these meetings, they can be randomly tested on Western A/V’s in-shop assembly process. At that time, they will also inform the Project Managers of any specific areas where they hope to improve. These private monthly meetings give our Project Managers insight into each Technicians’ individual strengths. Based on those individual strengths, he will put them in specific courses to receive accreditations & certifications in that specific field of knowledge.

Testing & Acceptance
Aside from all the good preparation needed on the front-end, one of the most critical elements will be testing.

Our technicians utilize a quality control checklist, to ensure that all new items of the system are working properly. The Lead Technician will always verify that his team has completed each item on their checklist. In addition, our Project Manager will perform multiply quality audits throughout the installation of this project. Upon final project walk through, the PM (Project Manager) or PE (Project Engineer) will provide final sign off on the quality control checklist. Once the installation and testing phases are complete, training will be scheduled.

Western A/V can provide the Quality Control Checklist & Quality Audit Form in an interview, as a means to not exceed the required page limit.

City Responsibilities
The City of Santa Ana will be responsible to perform the following tasks:
• Any C-10 electrical work.
• Perform any necessary configuration changes to the City’s IP network. • Configure rack-mounted server and tower PC workstations. Contractor will provide configuration related to integration with AV and assistance with other configurations. • Provide software and necessary licensing for SCADA system to be implemented on hardware. • Provide cable TV set top box and cable TV service.
• Scheduling the room(s) so that our technicians can perform an uninterrupted installation.

City Council 34 – 31 6/21/2022
City of La Mesa Lyn Dedmon
$214,000 Completed December 2020
619-667-1339
Audio Visual System Upgrade for Emergency Operations Center and Conference Rooms.

Port of Los Angeles Josh Lloyd
714-546-2780
$215,000 Completed October 2020
Audio Visual System Upgrade for Department Operations Center. 8054 Allison Ave.

La Mesa, CA 91942
Los Angeles, CA,
City of Orange Police Department Kevin Plog
$139,000
Audio Visual System Upgrade for Emergency Operations Center.

Completed February 2021
1107 N Batavia St
Orange, CA 92867
(714) 744-7444

CONFIDENTIAL
Additional info provided
as an "attachment" at the conclusion of this proposal.

Additional information provided as an
"attachment" at the conclusion of this proposal.

Additional information provided as an
"attachment" at the conclusion of this proposal.

City Council 34 – 32 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

Appendix
ATTACHMENT 2: FEE SCHEDULE
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix:

Attachment 1) and am familiar with the scope of work. I am familiar with all the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.

Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing.

Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City’s Public Works Agency.

Note: This contract is subject to prevailing wages.

TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM:

ITEM
NO. ITEM DESCRIPTION UOM QTY UNIT PRICE LINE TOTAL

VIDEO WALL SYSTEM, ADDITIONAL SERVER AND PC HARDWARE
1 PROVIDE/INSTALL TVF SERIES 0.9MM (7W x
4H) LED PLANAR VIDEO WALL SYSTEM AND
ONE (1) PLANAR WALLDIRECTOR VIDEO

CONTROLLER
LOT 1 $ $
2 PROVIDE/INSTALL STARTECH.COM 20FT 4K
HDMI CABLE – PREMIUM CERTIFIED HIGH
SPEED HDMI CABLE M TO M EA 4 $ $
3 PROVIDE/INSTALL STARTECH.COM HDMI
OVER CAT6 EXTENDER KIT - 4K 60HZ - HDR –
165FT (50 M)
EA 4 $ $
4 PROVIDE/INSTALL STARTECH.COM MINI
BLUETOOTH DONGLE NETWORK ADAPTER EA 6 $ $
5 PROVIDE/INSTALL STARTECH.COM 4 PORT
USB 2.0-OVER-CAT5-OR-CAT6 EXTENDER -
UP TO 165FT (50M)
EA 1 $ $
6 PROVIDE/INSTALL STARTECH.COM 6FT/2M

DISPLAY PORT TO HDMI CONVERTER CABLE
- 4K
EA 1 $ $
Western A/V
13,487.50 13,487.50
3,367.25 13,469.00
3,367.25 13,469.00
2,244.84 13,469.04
13,468.96 13,468.96
13,469.00 13,469.00
City Council 34 – 33 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

7 PROVIDE/INSTALL TRIPP LITE CAT6 GIGABIT

SNAGLESS MOLDED PATCH CABLE
(RJ45M/M) BLUE, 10FT
EA 5 $ $
8 PROVIDE/INSTALL TRIPP LITE CAT6 GBE

SNAGLESS MOLDED PATCH CABLE UTP
ORANGE RJ45 M/M 50 FT
EA 10 $ $
9 PROVIDE/INSTALL TRIPP LITE DISPLAYPORT

1.4 CABLE LATCHING CONNECTORS 8K HDR
M/M BLACK 15FT
EA 8 $ $
10 PROVIDE/INSTALL PRECISION 7920 RACK

MOUNT PC FOR DISPLAY WALL PC - INTEL
XEON SILVER 4210R 2.4GHZ, 3.2GHZ TURBO,
10 CORE, 9.6GT/S 2UPI, 13.5MB CACHE, HT
(100W) DDR4-2400
EA 1 $ $
11 PROVIDE/INSTALL CISCO SMALL BUSINESS
SG300-28MP - SWITCH – 28 PORTS -

MANAGED - RACK-MOUNTED
EA 1 $ $

SOUND SYSTEM AND ADDITIONAL VIDEO EQUIPMENT
12 PROVIDE/INSTALL SONY STR-DH590 5.2-
CHANNEL A/V RECEIVER EA 1 $ $
13 PROVIDE/INSTALL JBL CONTROL 26C - TWO
WAY VENTED CEILING SPEAKER WITH 6.5"

WOOFER - PAIR WITH CEILING MOUNTS
EA 4 $ $
14 PROVIDE/INSTALL SONY SA-CS9 115W 10"
ACTIVE SUBWOOFER/REG EA 1 $ $
15 PROVIDE/INSTALL SONY BDP-56700 4KUPSCALING BLU-RAY DISC PLAYER WITH WIFI EA 1 $ $
16 PROVIDE/INSTALL 250' 18 AWG PLENUMRATED BULK SHIELDED SPEAKER WIRE - BULK SPEAKER CABLE - 2
EA 1 $ $
17 PROVIDE/INSTALL PROVIDEOINSTRUMENTS
VECASTER PRO HD 1080P H264 IP

STREAMING ENCODER
EA 1 $ $

WORKSTATIONS
18 PROVIDE/INSTALL MODULAR WINSTED SIT
STAND ASCEND CONSOLE (72”) OR
EQUIVALENT EQUAL (CONFIGURED IN AN LSHAPE)
EA 3 $ $
19 PROVIDE/INSTALL WINSTED SIT-STAND

MOBILE DESK OR RQUIVALENT EQUAL TO

INCLUDE CPU HOLDER WITH TWO MONITOR

MOUNTING
EA 1 $ $
20 PROVIDE/INSTALL WORKPRO 1000 SERIES

MESH MID-BACK TASK CHAIR OR
EQUIVALENT EQUAL, BLACK 1
EA 4 $ $
21 PROVIDE/INSTALL PRECISION 7920 TOWER
PC FOR OPERATOR WORKSTATIONS;
INTEL XEON SILVER 4212R 2.4GHZ, 3.5GHZ
TURBO, 12 CORE, 9.6GT/S 2UPI, 16.5MB
CACHE, HT (100W) DDR4-2400
EA 4 $ $
2,693.80 13,469.00
1,346.90 13,469.00
1,683.63 13,469.04
13,468.96 13,468.96
13,469.00 13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
3,367.25
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
4,489.66 13,468.98
13,469.02 13,469.02
3,367.25
3,367.25
13,469.00
13,469.00
City Council 34 – 34 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

22 PROVIDE/INSTALL TWO (2) DELL 27” 4K UHD
MONITORS – S2721QS PER TOWER PC

MOUNTED ON OPERATOR WORKSTATIONS
EA 4 $ $
23 55” DELL 4K CONFERENCE ROOM MONITOR
(C5519Q) EA 2
24 PROVIDE/INSTALL STARTECH.COM FLAT
SCREEN TV WALL MOUNT – FOR 32 - 70IN

LED/LCD TVS - STEEL
EA 2 $ $
25 PROVIDE/INSTALL 75" SMART BOARD PRO
7000R PRO SERIES ELECTRONIC WHITE
BOARD
EA 1 $ $

TRAINING
26 COMMISSIONING EA 1 $ $
27 PROVIDE EMPLOYEE TRAINING EA 1 $ $

MAINTENANCE
28 ANNUAL PREVENTATIVE MAINTENANCE
SERVICE EA 1 $ $
BASE BID TOTAL LOT 1 $ $

MISCELLANEOUS
MISC
For items not specified herein, vendor must enter
minimum percentage (%) discount offered to the
City at the unit price (10% would be entered as
.10). Discount from vendor's price list shall remain
firm throughout the term of the contract.

EA %

DELIVERY
DEL
Stock Items - Number of days after receipt of
order DAY
DEL
Non-Stock Items - Number of days after receipt of
order DAY
DEL
Location - Type address of store or satellite
warehouse in comments section and a zero-dollar
amount in unit price area.

EA
Contractor shall submit additional labor, material and rental equipment rates along with fee schedule. Contractor’s labor and equipment rate sheet shall list rates for all labor designations, equipment and materials.

COMPLETE LEGAL NAME OF COMPANY TAXPAYER I.D. NO.

BUSINESS ADDRESS STREET CITY/STATE ZIP CODE
X

SIGNATURE OF AUTHORIZED AGENT NAME (PRINT) TITLE
Western A/V 202840423
1592 N. Batavia St, Suite 2 Orange, CA 92867
Hailey Schellin Account Executive
3,367.25 13,469.00
$ 13,469.00
13,469.00
13,469.00
$ 6,734.50
6,734.50
13,469.00
1,680.00 1,680.00
34,352.00 34,352.00
5,600.00 5,600.00
378,375.50 378,375.50
N/A
TBD

TBD TBD
TBD
1592 North Batavia Suite 2,
Orange, CA 92867
N/A
City Council 34 – 35 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

EMAIL ADDRESS PHONE NUMBER

CSLB NUMBER DIR REGISTRATION NUMBER
[email protected] 714-637-7272
C-7: 871609 1000008082
City Council 34 – 36 6/21/2022
Client: City of Santa Ana .

Prepared by: Hailey Schellin .

Date: 4/7/2022 .

MILESTONE DATE

1. Project Awarded – Notice to Proceed 06/21/22

2. Project Team Kick Off Meeting 07/05/22

3. Engineering Team Meeting On-Site 07/05/22

4. Audio Visual Drawings 07/19/22

5. AV Equipment – Long Lead Procurement 07/06/22

6. Touch Panel Build / Prep N/A

7. AV Equipment Procurement 07/26/22

8. AV Cabling 08/15/22

9. Install Screens 08/22/22

10. On-Site Console Fabrication 08/29/22

11. Install AV Devices 09/01/22

12. AV Terminations & Wiring Devices 09/06/22

13. WAVS Equipment Set-Up & Updates 09/12/22

14. On-Site Programming N/A

15. WAVS Testing & Troubleshooting 09/15/22

16. Project Substantial Completion 09/16/22

17. Training 09/19/22 - 09/20/22

18. Audio Visual Closeouts & Documentation Delivery 10/06/22

19. Project 100% Complete 10/07/22
PLEASE NOTE:

1. With the consent of Western AVS & the City of Santa Ana, this schedule can be adjusted.

2. This schedule is based on Western AVS’ current workload. Western AVS cannot guarantee these dates until a contract or PO has been issued.

3. This schedule is based on typical equipment lead time orders. This schedule does NOT indicate any backordered equipment items. If there are equipment items that are backordered, this schedule will need to be revised.

4. This schedule does NOT include any work done by subcontractors. This schedule will need to be revised based on the subcontractors lead times on equipment and install schedule.

City Council 34 – 37 6/21/2022
Labor Rates For City of Santa Ana
Engineering/Drafting: $121/hour
Control Programming: $171/hour
Project Management: $79/hour
Staging & Assembly: $79/hour
Installation & Testing: $98/hour
Training, Closing, & Commissioning: $98/hour
G&A: Varies.

Please Note: These rates include prevailing wage rates.

City Council 34 – 38 6/21/2022
Representative Hailey Schellin
Mobile 949.584.7028
Office 714.637.7557
Email [email protected]
Revision 4/6/2022
Item Quantity Manufacturer Model Description Unit Price Ext Price Display System
28 Planar 933-1550 TVF cabinet chassis, 1Gb receive card, Single PSU (add 4 modules for full cabinet) 112 Planar 926-0248 TVF Series LED Module, 0.9mm pitch (4 per cabinet) $ 1,495.00 $ 167,440.00 6 Planar 926-0248 TVF Series LED Module, 0.9mm pitch (4 per cabinet) $ 1,495.00 $ 8,970.00 1 Planar 750-2302 4-Out Video Controller, L version, 4xHDMI + DP in, 4xFiber Out at 10Gb each $ 8,445.00 $ 8,445.00 2 Planar 933-1574 Fiber to CAT transceiver. 1x10Gb Single Mode Fiber to 10x1Gb CAT out. 1U rack mount.

Manufactured in USA.
$ 2,664.00 $ 5,328.00
15 Planar 175-1009 200 foot (60m) 26AWG CAT6 STP Ethernet cable for video and control extension $ 120.00 $ 1,800.00 30 Planar 955-0775 TVF Adjustable Mounting Bracket $ 105.00 $ 3,150.00 7 Planar 572-5289 Top Trim for TVF Cabinet $ 39.00 $ 273.00 7 Planar 572-5169 Bottom Trim for TVF Cabinet $ 50.00 $ 350.00 8 Planar 572-5116 Side Trim for TVF cabinet $ 38.00 $ 304.00 8 Dell U2723QE UltraSharp 27 4K USB-C Hub Monitor - U2723QE, 68.47cm (27") $ 654.00 $ 5,232.00 2 Dell C5522QT 55IN 4K CONFERENCE ROOM MNTR $ 2,719.00 $ 5,438.00 2 Chief MTA1U Flat Screen TV Wall Mount $ 113.00 $ 226.00 1 Smart Board SBID-7275R-P 7000R Pro series with iQ $ 8,352.00 $ 8,352.00 Signal Distribution and Switching System
4 Startech HDMIMM20HS 20ft 4K HDMI Cable - Premium Certified High Speed HDMI Cable M to M $ 69.00 $ 276.00 4 Startech ST121HD20V HDMI Over CAT6 Extender Kit - 4K 60Hz - HDR - 165ft (50m) $ 197.00 $ 788.00 6 Startech USBBT1EDR4 Mini Bluetooth Dongle Network Adapter $ 39.00 $ 234.00 1 Startech USB2001EXTV USB 2.0-Over-CAT5-or-CAT6 Extender - Up to 165ft (50m) $ 209.00 $ 209.00 1 Startech DP2HDMM2MB 6ft/2m Display Port to HDMI Converter Cable - 4K $ 32.00 $ 32.00 5 Tripp Lite N201-010-BL CAT6 Gigabit Snagless Molded Patch Cable (RJ45M/M) Blue, 10ft $ 10.00 $ 50.00 10 Tripp Lite N201-050-OR CAT6 Gigabit Snagless Molded Patch Cable UTP Orange RJ45 M/M 50ft $ 20.00 $ 200.00 8 Tripp Lite P580-015-V4 Display Port 1.4 Cable Latching Connectors 8K HDR M/M Black 15ft $ 39.00 $ 312.00 1 Dell Precision 7920 Rack Mount PC for Display Wall PC - Intel Xeon Silver 4210R 2.4GHz,

3.2GHz Turbo, 10 Core, 9.6GT/s 2UPI, 13.5MB Cache, HT (100W) DDR4-2400 $ 4,606.00 $ 4,606.00
1 Cisco SG300-28PP-K9-NA 28-Port Gigabit PoE+ Managed Switch $ 798.00 $ 798.00 4 Dell Precision 7920 Tower PC for Workstations - Intel Xeon Silver 4212R 2.4GHz, 3.2GHz Turbo, 12 Core, 9.6GT/s 2UPI, 16.5MB Cache, HT (100W) DDR4-2400 $ 4,465.00 $ 17,860.00
Audio System
1 Sony STR-DH590 5.2-Channel A/V Receiver $ 410.00 $ 410.00 4 JBL Control 26C 6.5" Two-Way Vented Ceiling Speaker $ 138.00 $ 552.00 1 Sony SA-CS9 10" 115W Subwoofer $ 186.00 $ 186.00
1 Sony BDP-S6700 4K-Upscaling Blu-ray Disc Player with Wi-Fi $ 176.00 $ 176.00 1 Western AV WAV 250' 18 AWG Plenum-Rated Bulk Shielded Speaker Wire $ 142.00 $ 142.00 1 ProVideoInstruments VECASTER-HD-H264 VeCASTER Pro HD HDMI to IPTV Streaming Encoder $ 583.00 $ 583.00 Miscellaneous Components
1 Winstead Ascend Sit to Stand Console $ 38,347.00 $ 38,347.00 4 WorkPro 604924 1000 Series Ergonomic Mesh/Mesh Mid-Back Task Chair, Black/Black $ 283.00 $ 1,132.00 $ 282,201.00
$ 300.00
$ 11,233.00
$ -
$ 11,533.00
$ 1,134.00
$ -
$ 1,284.00
$ 367.00
$ 14,840.00
$ 1,680.00
$ -
Sub-Contract $ 11,830.00
$ 4,897.00
$ 36,032.00
Years Price
Extended Service Plan 1 $ 5,600.00
$ 5,600.00
Total Equipment $ 293,734.00
Total Labor $ 36,032.00
Equipment and Labor Subtotal $ 329,766.00
Total Shipping $ 8,215.90
Additional Shipping for Overnight or Large Items $ 5,689.00 Subtotal $ 343,670.90
Sales Tax 9.25% $ 28,456.60
Electronic Waste Fee 4" - 14" ($4.00) QTY: 0 $ -
Electronic Waste Fee 15" - 34" ($5.00) QTY: 126 $ 630.00 Electronic Waste Fee 35" and Greater ($6.00) QTY: 3 $ 18.00 Electronic Waste Fee Total $ 648.00
Total Service Agreement $ 5,600.00
Bond (if required) $ -
$ 378,375.50
Miscellaneous Materials
Integration Labor
Extended Warranty & Maintenance Agreement
Integration Labor Sub-Total
G & A
Travel
Training, Closing, & Commissioning
Installation & Testing
Service Sub-Total
AV System Totals
City of Santa Ana
RFP 21-108 Water Resources Workstation and Video Monitoring Upgrades Typical of 1 - Proposal Includes 1
AV System
Staging & Assembly
Project Management
Control Programming
Engineering & Drafting
AV System Equipment Sub-Total:

Equipment Rack Hardware (Lacing Bars, Blanks, Vents, etc.) Installation Hardware & Accessories
Cable & Connectors
Miscellaneous Materials Sub-Total
City Council 34 – 39 6/21/2022
Client
Project Name
Project Contact
Representative Contact
Mobile Address
Office City, State, Zip
Email Phone
Date Mobile
Email
Room Room Qty Equipment Shipping Sales Tax eWaste Labor Maintenance (1 Year) Bond Cost Per Room TOTAL

AV System 1 $ 293,734.00 $ 13,904.90 $ 28,456.60 $ 648.00 $ 36,032.00 $ 5,600.00 $ - $ 378,375.50 $ 378,375.50 $ 378,375.50

EXTENDED WARRANTY & MAINTENANCE RENEWAL SCHEDULE
$11,200.00
Year 1 Year 2 Year 3 Year 4 Year 5
Rate $5,600.00 $8,400.00 $11,200.00 $11,200.00 $11,200.00 Discount 50% 25% 0% 0% 0%
$378,375.50
NOTES:

This proposal includes prevailing wage rates.

Billing Terms:

Date
Billing Inquiries:
949.584.7028
Western Audio Visual | 1592 North Batavia Street, Suite 2, Orange, CA 92867 | P 714 637 7272 This quote is valid for 30 days. The sales tax is subject to change—in the event of a an increase, the client agrees to pay the current sales tax rate. This proposal is not to be copied, reproduced or forward to any third party as its contents are the property of Western Audio Visual.
100% Equipment Upon Order, Progress Billing for Labor
Client Authorized Signature Printed Name & Title
Santa Ana, CA 92703
220 S. Daisy Avenue, Bldg A

STANDARD RENEWAL RATE
Hailey Schellin
City of Santa Ana
RFP 21-108 Water Resources Workstation and Video Monitoring Upgrades PROJECT TOTAL:

Base Project Total
714-647-3316
[email protected]
Audio Visual Investment Summary
4/6/2022
[email protected]
Armando Fernandez
714.637.7557
City Council 34 – 40 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

Appendix
ATTACHMENT 2: FEE SCHEDULE
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix:

Attachment 1) and am familiar with the scope of work. I am familiar with all the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.

Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing.

Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City’s Public Works Agency.

Note: This contract is subject to prevailing wages.

TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM:

ITEM
NO. ITEM DESCRIPTION UOM QTY UNIT PRICE LINE TOTAL

VIDEO WALL SYSTEM, ADDITIONAL SERVER AND PC HARDWARE
1 PROVIDE/INSTALL TVF SERIES 0.9MM (7W x
4H) LED PLANAR VIDEO WALL SYSTEM AND
ONE (1) PLANAR WALLDIRECTOR VIDEO

CONTROLLER
LOT 1 $ $
2 PROVIDE/INSTALL STARTECH.COM 20FT 4K
HDMI CABLE – PREMIUM CERTIFIED HIGH
SPEED HDMI CABLE M TO M EA 4 $ $
3 PROVIDE/INSTALL STARTECH.COM HDMI
OVER CAT6 EXTENDER KIT - 4K 60HZ - HDR –
165FT (50 M)
EA 4 $ $
4 PROVIDE/INSTALL STARTECH.COM MINI
BLUETOOTH DONGLE NETWORK ADAPTER EA 6 $ $
5 PROVIDE/INSTALL STARTECH.COM 4 PORT
USB 2.0-OVER-CAT5-OR-CAT6 EXTENDER -
UP TO 165FT (50M)
EA 1 $ $
6 PROVIDE/INSTALL STARTECH.COM 6FT/2M

DISPLAY PORT TO HDMI CONVERTER CABLE
- 4K
EA 1 $ $
Western A/V
13,487.50 13,487.50
3,367.25 13,469.00
3,367.25 13,469.00
2,244.84 13,469.04
13,468.96 13,468.96
13,469.00 13,469.00
City Council 34 – 41 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

7 PROVIDE/INSTALL TRIPP LITE CAT6 GIGABIT

SNAGLESS MOLDED PATCH CABLE
(RJ45M/M) BLUE, 10FT
EA 5 $ $
8 PROVIDE/INSTALL TRIPP LITE CAT6 GBE

SNAGLESS MOLDED PATCH CABLE UTP
ORANGE RJ45 M/M 50 FT
EA 10 $ $
9 PROVIDE/INSTALL TRIPP LITE DISPLAYPORT

1.4 CABLE LATCHING CONNECTORS 8K HDR
M/M BLACK 15FT
EA 8 $ $
10 PROVIDE/INSTALL PRECISION 7920 RACK

MOUNT PC FOR DISPLAY WALL PC - INTEL
XEON SILVER 4210R 2.4GHZ, 3.2GHZ TURBO,
10 CORE, 9.6GT/S 2UPI, 13.5MB CACHE, HT
(100W) DDR4-2400
EA 1 $ $
11 PROVIDE/INSTALL CISCO SMALL BUSINESS
SG300-28MP - SWITCH – 28 PORTS -

MANAGED - RACK-MOUNTED
EA 1 $ $

SOUND SYSTEM AND ADDITIONAL VIDEO EQUIPMENT
12 PROVIDE/INSTALL SONY STR-DH590 5.2-
CHANNEL A/V RECEIVER EA 1 $ $
13 PROVIDE/INSTALL JBL CONTROL 26C - TWO
WAY VENTED CEILING SPEAKER WITH 6.5"

WOOFER - PAIR WITH CEILING MOUNTS
EA 4 $ $
14 PROVIDE/INSTALL SONY SA-CS9 115W 10"
ACTIVE SUBWOOFER/REG EA 1 $ $
15 PROVIDE/INSTALL SONY BDP-56700 4KUPSCALING BLU-RAY DISC PLAYER WITH WIFI EA 1 $ $
16 PROVIDE/INSTALL 250' 18 AWG PLENUMRATED BULK SHIELDED SPEAKER WIRE - BULK SPEAKER CABLE - 2
EA 1 $ $
17 PROVIDE/INSTALL PROVIDEOINSTRUMENTS
VECASTER PRO HD 1080P H264 IP

STREAMING ENCODER
EA 1 $ $

WORKSTATIONS
18 PROVIDE/INSTALL MODULAR WINSTED SIT
STAND ASCEND CONSOLE (72”) OR
EQUIVALENT EQUAL (CONFIGURED IN AN LSHAPE)
EA 3 $ $
19 PROVIDE/INSTALL WINSTED SIT-STAND

MOBILE DESK OR RQUIVALENT EQUAL TO

INCLUDE CPU HOLDER WITH TWO MONITOR

MOUNTING
EA 1 $ $
20 PROVIDE/INSTALL WORKPRO 1000 SERIES

MESH MID-BACK TASK CHAIR OR
EQUIVALENT EQUAL, BLACK 1
EA 4 $ $
21 PROVIDE/INSTALL PRECISION 7920 TOWER
PC FOR OPERATOR WORKSTATIONS;
INTEL XEON SILVER 4212R 2.4GHZ, 3.5GHZ
TURBO, 12 CORE, 9.6GT/S 2UPI, 16.5MB
CACHE, HT (100W) DDR4-2400
EA 4 $ $
2,693.80 13,469.00
1,346.90 13,469.00
1,683.63 13,469.04
13,468.96 13,468.96
13,469.00 13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
3,367.25
13,469.00
13,469.00
13,469.00
13,469.00
13,469.00
4,489.66 13,468.98
13,469.02 13,469.02
3,367.25
3,367.25
13,469.00
13,469.00
City Council 34 – 42 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

22 PROVIDE/INSTALL TWO (2) DELL 27” 4K UHD
MONITORS – S2721QS PER TOWER PC

MOUNTED ON OPERATOR WORKSTATIONS
EA 4 $ $
23 55” DELL 4K CONFERENCE ROOM MONITOR
(C5519Q) EA 2
24 PROVIDE/INSTALL STARTECH.COM FLAT
SCREEN TV WALL MOUNT – FOR 32 - 70IN

LED/LCD TVS - STEEL
EA 2 $ $
25 PROVIDE/INSTALL 75" SMART BOARD PRO
7000R PRO SERIES ELECTRONIC WHITE
BOARD
EA 1 $ $

TRAINING
26 COMMISSIONING EA 1 $ $
27 PROVIDE EMPLOYEE TRAINING EA 1 $ $

MAINTENANCE
28 ANNUAL PREVENTATIVE MAINTENANCE
SERVICE EA 1 $ $
BASE BID TOTAL LOT 1 $ $

MISCELLANEOUS
MISC
For items not specified herein, vendor must enter
minimum percentage (%) discount offered to the
City at the unit price (10% would be entered as
.10). Discount from vendor's price list shall remain
firm throughout the term of the contract.

EA %

DELIVERY
DEL
Stock Items - Number of days after receipt of
order DAY
DEL
Non-Stock Items - Number of days after receipt of
order DAY
DEL
Location - Type address of store or satellite
warehouse in comments section and a zero-dollar
amount in unit price area.

EA
Contractor shall submit additional labor, material and rental equipment rates along with fee schedule. Contractor’s labor and equipment rate sheet shall list rates for all labor designations, equipment and materials.

COMPLETE LEGAL NAME OF COMPANY TAXPAYER I.D. NO.

BUSINESS ADDRESS STREET CITY/STATE ZIP CODE
X

SIGNATURE OF AUTHORIZED AGENT NAME (PRINT) TITLE
Western A/V 202840423
1592 N. Batavia St, Suite 2 Orange, CA 92867
Hailey Schellin Account Executive
3,367.25 13,469.00
$ 13,469.00
13,469.00
13,469.00
$ 6,734.50
6,734.50
13,469.00
1,680.00 1,680.00
34,352.00 34,352.00
5,600.00 5,600.00
378,375.50 378,375.50
N/A
TBD

TBD TBD
TBD
1592 North Batavia Suite 2,
Orange, CA 92867
N/A
City Council 34 – 43 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

EMAIL ADDRESS PHONE NUMBER

CSLB NUMBER DIR REGISTRATION NUMBER
[email protected] 714-637-7272
C-7: 871609 1000008082
City Council 34 – 44 6/21/2022
City Council 34 – 45 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

NON-LOBBYING CERTIFICATION
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.

Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

Signed:

Title:

Firm:

Date:

Account Executive
Western A/V
4/6/2022
City Council 34 – 46 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

NON-DISCRIMINATION CERTIFICATION
The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows:

1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.

6. In the event of the Contractor’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

City Council 34 – 47 6/21/2022
City of Santa Ana - RFP 22-027
Water Resources Workstation and Video Monitoring Upgrades

7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.

Signed:

Title:

Firm:

Date:

Account Executive
Western A/V
4/6/2022
City Council 34 – 48 6/21/2022
City of La Mesa Lyn Dedmon
$214,000 Completed December 2020
619-667-1339
Audio Visual System Upgrade for Emergency Operations Center and Conference Rooms.

Port of Los Angeles Josh Lloyd
714-546-2780
$215,000 Completed October 2020
Audio Visual System Upgrade for Department Operations Center. 8054 Allison Ave.

La Mesa, CA 91942
Los Angeles, CA,
City of Orange Police Department Kevin Plog
$139,000
Audio Visual System Upgrade for Emergency Operations Center.

Completed February 2021
1107 N Batavia St
Orange, CA 92867
(714) 744-7444

CONFIDENTIAL
Additional info provided
as an "attachment" at the conclusion of this proposal.

Additional information provided as an
"attachment" at the conclusion of this proposal.

Additional information provided as an
"attachment" at the conclusion of this proposal.

City Council 34 – 49 6/21/2022
Project Description
Key Project Features
City of La Mesa
Emergency Operations Center & Conference Rooms
• Direct View LED Video Wall
Key Project Features
• 3x3 Video Wall using 45”
Samsung LCD Panels
• 75” to 85” Displays
• USB HD PTZ Camera
• Control System with a 15.6”
Touch Panel
• Digital Signal Processor for
Audio Control
• Phone Interface
Western Audio Visual & Security was awarded the design-build project for the City of La Mesa Emergency Operations Center (EOC) and conference room project.

Western AVS installed a 3 x 3 video wall comprised of nine (9) 45” Samsung LCD panels. Additionally, three (3) 75” displays and two (2) 85” displays were installed within the EOC. The video wall and additional five (5) displays in the room can display any of the twenty-five (25) different input sources specified for this room. A USB HD PTZ camera is connected to the desktop PC at the lectern to use during web-conferencing. This camera works with any web-conferencing platform (Zoom, Teams, Skype, WebEx, etc.).

The entire system is controlled by a 15.6” Crestron touch panel. A new digital signal processor (DSP) was installed to control all volume functions and equalize the audio for best overall sound. A phone interface in the DSP will allow users to dial phone calls from the touch panel in the EOC and use the wireless microphones and room audio for EOC activation or for larger groups of users.

Western AVS installed a 75” display in the conference room that can show up to five (5) different input sources, including an overflow feed from the EOC. The conference room is controlled by a 10” Crestron touch panel. The City of La Mesa purchased a five (5) year service and preventative maintenance contract with Western Audio Visual & Security.

Completion Date
December 2020
Lyn Dedmon Contract Amount
$214,000 Western AVS
Contact Information
Phone:
(619) 667-1339
Email:
[email protected]
Designed by
City Council 34 – 50 6/21/2022
Project Description
Key Project Features
City of Orange Police Department
Emergency Operations Center
• Direct View LED Video Wall
Key Project Features
• 55” LG Displays
• BenQ 70” Interactive Display
• Canon 5,800 Lumen Projector
with 119” Draper Projection
Screen
• 10” Crestron Touch Panel
• Crestron Surface Mounted
Speakers
• Crestron Ceiling Speakers
The City of Orange Police Department awarded the build portion RFP of the Emergency Operations Center to Western Audio Visual & Security.

Western AVS installed six LG 55” displays and one BenQ 70” interactive display throughout the Emergency Operations Center. Western AVS also installed a Canon 5,800 lumen projector as well as a Draper 119” diagonal projection screen at the front of the room.

The entire system is controlled through a 10” Crestron touch panel that is custom programmed by our in-house certified programmers. Western AVS installed two Crestron surface mounted speakers at the front of the room and twelve white ceiling speakers to acoustically cover the entirety of the room.

The City of Orange Police Department also purchased a one year service and preventative maintenance agreement from Western AVS.

Completion Date
February 2021
Kevin Plog Contract Amount
$139,000
Contact Information
Phone:
(714) 744-7524
Email:
[email protected]
City Council 34 – 51 6/21/2022
Completion Date
October 2020
Josh Lloyd Contract Amount
$215,000 Western AVS
Contact Information
Phone:
(714) 546-2780
Email:
[email protected]
Designed by
Project Description
Key Project Features
Port of Los Angeles
Department Operations Center
• Direct View LED Video Wall
Key Project Features
• Christie Video Wall (twelve 55”
LCD Displays)
• Christie Phoenix Nodes acting
as Video Processor
• 24” x 24” Shure Ceiling Array
Microphone
• Crestron Control System
• 15.6” Crestron Touchscreen
Western Audio Visual & Security was subcontracted to design and install the audio-visual system in the Department Operations Center at the Port of Los Angeles.

Western AVS installed a new Christie video wall comprised of twelve (12) 55” LCD displays. These displays have extremely narrow bezels (0.44mm per display; 0.88mm combined). With the thin bezel of the individual displays along with our highly-skilled installation team members combined, the resulting product was a nearly seamless video wall.

The video wall source routing and presets are selected through the Christie Phoenix System Software that was installed on the owner-furnished dedicated PC. Western AVS installed six (6) Christie Phoenix Nodes that act as a video processor for the 12 displays comprising the video wall. In addition, three (3) 55” OFE Mitsubishi displays and an existing 2x2 video wall were re-used during this upgrade. All (19) displays in the room give the end-users an immersive and organized experience due to the routine in which they manage content on all of these displays.

Western AVS also installed a 24”x24” Shure ceiling array microphone that is digitally steerable to handle all audio-conferencing needs for participants within the room. Western AVS reused the existing audio system for this upgrade, as it was deemed in working condition. The entire system is controlled by a 15.6” Crestron touchscreen that is custom programmed by our certified programmers on-staff.

City Council 34 – 52 6/21/2022
City of Goleta Council Chamber & Broadcast Control Room Western Audio Visual & Security (WAVS) was awarded the design/build project for the Council Chamber & Broadcast Control Room at the City of Goleta. WAVS installed a 98” Chris�e display using a custom moun�ng structure and custom black laminate finish to surround the display. At the dais, WAVS installed a total of ten Planar 22” monitors for viewing presenta�ons and seven Crestron 7” touch panels for vo�ng & “Request to Speak” func�ons. The audio system was re-vamped with a new Biamp DSP. WAVS also installed four white Panasonic PTZ cameras which are controlled via a Panasonic Camera Controller and switched through a Blackmagic Design broadcast switcher. A Tightrope system was installed and programmed for all broadcast automa�on, recording, archiving and bulle�n board (Cablecast CG) func�onality for all non-live and scheduled playback events. WAVS also installed a Compix ConverG1 HD to handle all lower thirds graphics. The City of Goleta also purchased two years of WAVS Service & Preventa�ve Maintenance Contract upfront.

Comple�on Date:

March 2022
Contract Amount:
$210,000
Designed by:

Western AVS
Goleta, CA
Project Highlights:

Project Summary:
• 98” Chris�e Display
• 22” Planar Monitors
• Crestron 7” touch panels
• Biamp Digital Signal Processor (DSP)
• Panasonic PTZ Cameras
• Blackmagic Design Broadcast Switcher
• PTZ Op�cs Camera Controller
• Tightrope System
City Council 34 – 53 6/21/2022
Irvine Ranch Water District
Western Audio Visual & Security was awarded the
design/build project for Irvine Ranch Water District’s
complete Boardroom audio visual system upgrade.

WAVS was also responsible for the Duck Club and
Adventure Training Rooms, OPS Center and many other
conference rooms. Western Audio Visual & Security
installed mul�ple displays throughout the boardroom
including a large projec�on system for prime viewing
during mee�ngs. Each dais posi�ons received gooseneck
microphones and a touch panel was installed for control of the system. A speaker system was also installed
throughout the council chamber for high quality sound.

The Duck Club and Adventure Training Rooms and
conference rooms were all ou�i�ed uniquely to their
needs.

Irvine, CA
Project Summary:

Comple�on Date:

January 2022
Contract Amount:
$618,450
Designed by:

Western AVS
City Council 34 – 54 6/21/2022
San Bernardino Valley Municipal Water District
Western Audio Visual & Security was awarded the design/build project for the boardroom AV system at San Bernardino Valley Municipal Water District. WAVS installed Samsung displays throughout the Boardroom while each dais posi�on received monitors and microphones. The backbone of this system u�lizes an AV over IP based solu�on. The system is controlled by two touch panels. WAVS also installed PTZ cameras throughout the Boardroom which are switched through a broadcast switcher and controlled through a camera controller. Recording, streaming and video conferencing capabili�es are all available. In addi�on, SBVMWD staff can u�lize the system for recording, streaming and video conferencing capabili�es. WAVS also provided a technician’s console where advanced control func�ons are available.

SBVMWD purchased three years upfront of WAVS Service &
Preventa�ve Maintenance Contract.

Comple�on Date: April 2021
Contract Amount: $177,000
San Bernardino, CA
Project Highlights:

Project Summary:
• Four (4) 82” Displays
• Six (6) 22” Monitors
• Six (6) Gooseneck Microphones
• Web Presenter and Broadcast Switcher
• 10.1” Touch-Panel
• 8.7” Touch-Panel
• Four (4) PTZ Op�cs Cameras
• PTZ Op�cs Camera Controller
• Streamer/Recorder
City Council 34 – 55 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 35
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Real Property Acquisition for Warner Avenue Street Improvements

AGENDA TITLE
Authorize a Purchase Agreement in the Amount of $1,300,000 for Full Real Property Acquisition for Warner Avenue Improvements Phase 2 (Property Owner: Annelee Gallegos) (Project No. 18-6901) (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a purchase agreement with property owner Annelee Gallegos, for the full property acquisition and goodwill (if any) for the real property located at 705 E. Warner Avenue (APN 016-103-23) in the amount of $1,300,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
Warner Avenue is classified as an East-West Major Arterial in the City’s General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways.

Improving the one-mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases.

Improvements include widening the street from a four-lane roadway to a six-lane arterial, to address safety issues and provide adequate vehicular capacity. Also included is the installation of parkways, raised median landscaping, storm drains, protected bike lanes, sound walls, streetlights, and traffic signals. The City is acquiring properties for the development of Phase 2 of the Warner Avenue Improvements Project, bounded by Oak Street and Grand Avenue. Construction is anticipated to begin in spring 2023.

The proposed improvements for the Project originated as a mitigation measure for the Tustin Legacy Project, which involves the redevelopment of the former Tustin Marine Corps Air Station as a mixed-use commercial, residential, and industrial project. As such, the City of Tustin agreed to partially fund the improvements on Warner Avenue between Main Street and Grand Avenue.

The recommended property acquisition (Exhibit 1) is necessary to accommodate the street improvements for Phase 2. The mutually agreed upon purchase offer was determined based on the appraised value prepared by a California State licensed appraiser and accepted by the property owner (Exhibit 2).

City Council 35 – 1 6/21/2022
Real Property Purchase Agreement – Warner Avenue Improvements, Phase 2 June 21, 2022

ENVIRONMENTAL IMPACT
On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004).

FISCAL IMPACT
Funds in the amount of $1,300,000 are budgeted and available in the Warner Avenue Improvements Project (No. 18-6901) for property acquisition expenditures in FY 2021-22 as follows:

Fiscal
Year
Accounting
Unit–Account
No.

Fund Description
Accounting Unit,
Account No.

Description
Amount
2021-22 03217663-66100 Measure MStreet Construction
Measure M2 Competitive
Street, Land $975,000
2021-22 05917668-66100
Select Street
Construction
(City of Tustin
Contribution)
Warner Ave-Tustin
Community Facilities
District, Land
$325,000
TOTAL $1,300,000

EXHIBIT(S)

1. Location Map

2. Purchase Agreement – APN 016-103-23
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 35 – 2 6/21/2022

HALLADAY ST

HALLADAY ST

HICKORY ST

CEDAR ST
OAK ST

KILSON DR

HICKORY ST
W
A
RN
ER
A
VE
LEGEND:
-SUBJECT PROPERTY
TITLE:

EXHIBIT 1
PWA

SANTA ANA

PUBLIC WORKS AGENCY

NONGENERAL FUND)

PURCHASE AGREEMENTS FOR WARNER AVENUE
-ACQUIRED PROPERTIES
IMPROVEMENTS (PROJECT NO. 18-6901
N
(
N
T
S
)
W
A
RN
ER
A
VE

SEE TOP RIGHT

MATCHLINE

SEE BOTTOM LEFT

MATCHLINE
2246 S.OAK ST
016-101-28
2245 S.OAK ST
016-102-24 016-102-23
2246 S.KILSON DR 016-103-23
705 E.WARNER AVE
016-105-19
2245 S.HALLADAY ST
016-104-29
2244 S.HALLADAY ST
016-104-21
809 E.WARNER AVE
016-105-20
905 E.WARNER AVE
016-105-21
909 E.WARNER AVE
016-214-12
2246 S.CEDAR ST
016-212-26
2247 S.CEDAR ST
016-103-22
2245 S.KILSON DR
016-090-26
016-090-25
016-090-24
016-090-21
016-090-22
016-090-22
016-133-44
016-133-33
016-133-32
016-133-31

ELEMENTARY
MONROE
ARMORY

NATIONAL GUARD
ARMORY

NATIONAL GUARD

DELHIPARK
ARMORY

NATIONAL GUARD

DELHIPARK
016-104-28
2245 S.HICKORY ST
016
-10
3 -
2 2
2241-2245S.KILSON
DR
City Council 35 – 3 6/21/2022

PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY

AND BILATERAL ESCROW INSTRUCTIONS
T H I S A G R E E M E N T ( h e r e i n a f t e r “ P S A ” ) , e n t e r e d i n t o o n 20 2 2 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter “City" or “Buyer”), and Annelee Gallegos, an unmarried woman (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows:

SEE EXHIBIT “A” – Legal Description

ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 705 E. Warner Avenue, Santa Ana, CA 92707) (APN 016-103-23)
Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit:

1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement.

2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided.

3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of One Million Three Hundred Thousand Dollars and no/100 Dollars ($1,300,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.

Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement.

EXHIBIT 2
City Council 35 – 4 6/21/2022

4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City’s execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow.

The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder.

City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re-conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240.

The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement.

5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller’s sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow.

All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City.

6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of One Million Three Hundred Thousand Dollars and no/100 Dollars ($1,300,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after:
a. Conveyance of said real property by Seller to City as hereinabove provided; b. Acceptance by City of a Grant Deed conveying said real property to City; City Council 35 – 5 6/21/2022
c. Delivery to City of the policy of title insurance as hereinabove provided; d. Recordation of the Deed conveying said real property to City.

7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property.
a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date.
b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City.

Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow.

8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow.

Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month.

9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein.

10. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto.

11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence.

12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages.

City Council 35 – 6 6/21/2022

13. Acknowledgment of Full Benefits and Release.

A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder (“severance damages”); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any “bonus value” attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer’s adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney’s fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow.

B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority.

Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property.

This acknowledgment and release shall survive the Close of Escrow.

14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 705 E. Warner Avenue, Santa Ana, CA 92707-2950.

15. Exceptions. City agrees to accept title to said real property subject to the following: NONE.

16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City.

17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous City Council 35 – 7 6/21/2022
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.

S6901 et seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601).

18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.

19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow.

20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval.

21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City.

22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force.

23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA.

24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California.

City Council 35 – 8 6/21/2022

25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question.

26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder.

27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost.

28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA.

29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA.

City Council 35 – 9 6/21/2022
May 3,
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City Council 35 – 18 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 36
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Partial Real Property Acquisition for Fairview Bridge Replacement and Street Improvements

AGENDA TITLE
Authorize a Purchase Agreement in the Amount of $762,000 for Partial Real Property Acquisition for Fairview Bridge Replacement and Street Improvements (Property Owners:

Kelvin Mai and Denise Le) (Project No. 15-6827) (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a purchase agreement with property owners Kelvin Mai and Denise Le, for the partial property acquisition and goodwill (if any) for the real property located at 1002 N. Fairview Street (APN 405-213-01 & 02) in the amount of $762,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
Fairview Street is classified as a north-south Major Arterial in the City’s General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways.

Improving Fairview Street from 9th Street to 16th Street has been a long-term priority project. The proposed Project would widen Fairview Street from two lanes to three lanes in each direction. Additionally, the Fairview Street Bridge would be replaced with a new six-lane bridge (three lanes in each direction), including a complete bridge deck with barrier rails, sidewalks, bicycle lanes, a raised landscaped median, and lighting.

Construction is anticipated to begin in Spring 2023.

The recommended partial property acquisition (Exhibit 1) is necessary to accommodate the line of sight for vehicles entering Fairview Street from 9th Street. Installing a traffic signal at the intersection of Fairview Street and 9th Street will not mitigate the need to address the inability of drivers to see oncoming traffic traveling north on Fairview Street.

The mutually agreed upon purchase offer was determined based on the appraised value prepared by a California State licensed appraiser and accepted by the property owner (Exhibit 2).

City Council 36 – 1 6/21/2022
Partial Real Property Purchase Agreement – Fairview Street Bridge June 21, 2022

ENVIRONMENTAL IMPACT
On June 16, 2020, City Council approved the Fairview Street Initial Study/Mitigated Negative Declaration (IS/MND) Statement (SCH No. 2020249015).

FISCAL IMPACT
Funds in the amount of $762,000 are budgeted and available in the Fairview Street Improvements Project (No. 15-6827) for property acquisition expenditures in FY 2021-22 as follows:

Fiscal
Year
Accounting
Unit–Account
No.

Fund Description
Accounting Unit,
Account No.

Description
Amount
2021-22 03217663-66100 Measure M
Street Construction
Measure M2 Competitive
Street, Land $571,500
2021-22 05917663-66100
Select Street
Construction Gas Tax HUTA 2103,
Land $190,500
TOTAL $762,000

EXHIBIT(S)

1. Location Map

2. Purchase Agreement – APN 405-213-01 & 02
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 36 – 2 6/21/2022

FAIRVIEW STREET
9TH
STREET

LINE OF SIGHT
PWA

SANTA ANA
PUBLIC WORKS AGENCY Improvements (9th Street to 16th Street) Fairview Bridge Replacement and Street
PROJECT 15-6827
EXHIBIT 1
1002N.FAIRVIEW ST.

LEGEND
PARTIAL ACQ.
(NOT TO SCALE)
15'
City Council 36 – 3 6/21/2022

PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY

AND BILATERAL ESCROW INSTRUCTIONS
THIS AGREEMENT (hereinafter “PSA”), entered into on ,
2 0 2 2 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter “City" or “Buyer”), and Kelvin Mai, a married man, as his sole and separate property and Denise Le, a married woman, as her sole and separate property, all as tenants in common (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows:

SEE EXHIBIT “A” and “A-1” – Legal Description
and EXHIBIT “B” and “B-1” – Plat Map

ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1002 North Fairview Street, Santa Ana, CA 92703) (APN 405-213-01 & 02)
Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit:

1. Conveyance by Seller.

A. Seller agrees to convey said real property interests to City, by Easement Deed (Line of Sight) and Temporary Construction Easement, at the office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement.

B. Seller agrees to convey to City an 8,118 square foot permanent easement acquisition and a twentyfour (24) month 274 square foot Temporary Construction Easement in, on, over and above the portion of the subject property described on the attached Exhibit "A and A-1" and depicted on the attached Exhibit "B and B-1" and incorporated herein by this reference.

2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided.

3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Eighty-Seven Thousand and Eighty Dollars ($487,080) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, EXHIBIT 2
City Council 36 – 4 6/21/2022
general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement.

4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City’s execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow.

The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit “C” attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder.

City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re-conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240.

The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit “C” of the General Provisions of this Agreement.

5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California.

Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California.

To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller’s sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow.

All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City.

6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, temporary construction easement, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Seven Hundred Sixty-Two Thousand and no/100 Dollars ($762,000.00) City agrees to deposit said purchase price in escrow with the Escrow Agent within SIXTY (60) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after:
(a) Conveyance of said real property interests by Seller to City as hereinabove provided; City Council 36 – 5 6/21/2022 (b) Acceptance by City of an Easement Deed (Line of Sight) conveying said portion of real property to City;
(c) Acceptance by City of a Temporary Construction Easement to City; (d) Delivery to City of the policy of title insurance as hereinabove provided; (e) Recordation of the Easement Deed (Line of Sight) conveying said portion of real property interest to City.

7. Possession.
a. Seller agrees to deliver to City, on the date the Easement Deed (Line of Sight) conveying said real property interest to City is recorded, quiet and peaceful possession of said real property interest, which shall be made free by Seller of all personal property. b. The Temporary Construction Easement shall be for a period of twenty-four (24) months (the “TCE term”). The TCE Term shall commence upon the close of escrow and payment to Seller of the amount in Clause 6 above. Seller shall be provided at least thirty (30) days written notice prior to commencement of work within the TCE. Seller agrees to keep the TCE area free and clear of all materials, shrubbery, crops, improvements, and debris during the TCE term. Seller further agrees that the cost of removal of any materials, shrubbery, crops, or improvements, that are installed during the TCE term shall be the sole responsibility of Seller. c. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the property interests by the City, including the right to remove and dispose of improvements, shall commence on the close of escrow date and when the amount of funds as specified in Clause 6 above are paid to the Seller. The amount shown in Clause 6 herein, includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date.

8. Rental and Occupancy By Seller. INTENTIONALLY DELETED

9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein.

10. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto.

11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence.

12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property interest and includes payment for fixtures & equipment (if any) (improvements pertaining to the realty), goodwill (if any), and severance damages.

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13. Acknowledgment of Full Benefits and Release.

A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder (“severance damages”); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any “bonus value” attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer’s adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney’s fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer.

This release shall survive the Close of Escrow.

B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority.

Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property.

C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect.

This acknowledgment and release shall survive the Close of Escrow.

14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, Santa Ana, CA 92701. The mailing address of the Seller is 1002 N. Fairview Street, Santa Ana, CA 92703-1811.

15. Exceptions. City agrees to accept title to said real property interests subject to the following: NONE.

16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City.

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17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601).

18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.

19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow.

20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval.

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21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City.

22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force.

23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA.

24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California.

25. Compliance with Federal Laws.
a. The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOTNon-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21 and 28 C.F.R. Section 50.3.
b. Further, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this contract.

26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question.

27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder.

28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost.

29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA.

30. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

31. Construction Contract and Curative Work.
(a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project:
i. NONE
All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike City Council 36 – 9 6/21/2022 manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property:
i. NONE

32. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA.

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SIGNATURE PAGE FOLLOWS
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EXHIBITS “A”, “A-1”

LEGAL DESRIPTIONS
And
EXHIBITS “B”, “B-1”

PLAT MAPS
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Public Works Agency
www.santa-ana.org/pw
Item # 37
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Construction Management and Inspection Services for Well 32 Rehabilitation

AGENDA TITLE
Approve Agreement with Butier Engineering Inc. to Provide Construction Management and Inspection Services for the Well 32 Rehabilitation Improvements Project in an Amount Not to Exceed $1,224,820 for a Three-Year Term (Project No. 13-6433) (NonGeneral Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Butier Engineering Inc. to perform construction management and inspection services for the Well 32 Rehabilitation Improvements project in the amount of $1,024,820, with a contingency of $200,000, for a total amount of $1,224,820, for a three-year term beginning June 21, 2022 and expiring June 20, 2025, with an option for two, one-year extensions, subject non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The City of Santa Ana Public Works Agency (City) desires to enter into an agreement with a qualified consulting firm to provide construction management and inspection services for the Well 32 Rehabilitation Improvements project located at 2801 North Westwood Ave. (Exhibit 1). The project consists of replacing the existing well pump and constructing an above ground well building, a water disinfection building, and approximately 3,250 linear feet of new pipeline.

The consultant shall provide general construction management services to support construction efforts and will assist in the overall delivery of this project, including preconstruction tasks, managing construction, ensuring that work is completed in accordance with the contract documents, and assisting with project closeout and the commissioning phase. The consultant team will report directly to the City's project manager.

On March 22, 2022, the Public Works Agency released Request for Proposal (RFP) No. 22-051, by which it sought the services of a qualified consulting firm to provide construction management and inspection services. The RFP was advertised on the City’s online procurement management and publication system, with proposals due on April 22, City Council 37 – 1 6/21/2022
Agreement with Butier Engineering, Inc.

June 7, 2022

2022. Six proposals were received and evaluated by a selection committee. Based on criteria outlined in the RFP, the following summarizes the top three responding firms and their ranking.

Firm City Rank
Butier Engineering Tustin 1
Wallace & Associates LLC Corona 2
Ardurra Newport Beach 3
Staff recommends awarding an agreement (Exhibit 2) to Butier Engineering, Inc. to provide construction management and inspection services based upon the scope of work and selection criteria outlined in RFP 22-051. Their proposal demonstrated the firm has the necessary capacity and expertise to complete the required services. The firm’s rates are reasonable and within industry standard, the team qualifications are appropriate for this project, and the proposal was determined to provide the best value for the City.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funds are available in the following account for the current fiscal year. As part of the Citywide carry forward process, staff will submit a request for any project balance to be carried forward into subsequent fiscal years to the Finance Department, which will be compiled with requests from other departments and presented to the City Council.

EXHIBIT(S)

1. Location Map

2. Agreement with Butier Engineering, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
Fiscal
Year
Accounting Unit
- Account No.

Fund
Description
Accounting Unit -
Account No.

Description
Amount
FY 22-23 06617647-66301
(13-6433)
Acquisition &
Construction
(Water Capital)
Water Utility Capital
Projects, Water
Capital Project
$1,224,820
TOTAL: $1,224,820
City Council 37 – 2 6/21/2022
Exhibit 1
PWA

SANTA ANA

PUBLIC WORKS AGENCY
Project No. 20-2729:

Standard - McFadden ParkSTANDARD AVE.

EXHIBIT 1
- PROJECT LOCATION
EXHIBIT 1
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Public Works Agency
www.santa-ana.org/pw
Item # 38
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Digital Billboards/Banners and Bus Stop Advertising/Maintenance Project Support Services

AGENDA TITLE
Approve an Appropriation Adjustment and an Agreement with Pyramid Group International, Inc., for Management Support Services for the Digital Billboards/Banners and Bus Stop Advertising/Maintenance Project in an Amount not to Exceed $524,040 for up to a Five-Year Term (General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment to recognize $550,000 in Public Works Right of Way Program revenues into the General Fund, Public Works Revenues, PWA Digital Billboards/Banners revenue account and appropriate the same amount into the Public Works Right of Way, Contract Services-Professional expense account. (Requires five affirmative votes)

2. Authorize the City Manager to execute an agreement with Pyramid Group International, Inc. for management support services for the Digital Billboards/Banners and Bus Stop Advertising/Maintenance Project, in the amount of $476,400 plus a contingency of $47,640, for a total amount not to exceed of $524,040 for a three-year term beginning June 21, 2022, and expiring June 20, 2025, with provisions for two, one-year extensions, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency worked with Pyramid Group International, Inc. (Pyramid) in a Request for Proposals process for digital billboards/banners and bus stop advertising/maintenance, which resulted in agreements with Focus Media Group for Bus Stop Advertising and Maintenance, and Outfront Media for Digital Billboards and Digital Banners.

Because of their unique understanding of the complexities of these agreements, Pyramid is the recommended consultant to assist with project development oversight, Advertising Site License Agreement development, review of operations and financial reporting, and compliance with contract terms. Pyramid’s skills and qualifications include project City Council 38 – 1 6/21/2022
Management Support Services Consultant Agreement
June 21, 2022

management, engineering, architecture, environmental compliance, safety compliance, accounting and finance. The compensation and term allows sufficient time and contract capacity for the requested services.

Staff recommends awarding an agreement to Pyramid Group International, Inc. to provide management support services for digital billboards/banners and bus stop advertising/maintenance (Exhibit 1). Pyramid has the necessary capacity and expertise to complete the required services. The firm’s rates are reasonable and within industry standards, their qualifications are appropriate, and the agreement will provide an excellent value for the City.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
The requested agreement is $476,400, with a 10% contingency of $47,640, for a total agreement amount not to exceed $524,040. With the approval of the appropriation adjustment, $550,000 will be recognized in Public Works Right of Way Program revenues into the General Fund, Public Works Revenues, PWA Digital Billboards/Banners revenue account (No. 01117002-57797) and appropriate the same amount into the Public Works Right of Way, Contract Services-Professional expense account (No. 01117622-62300).

Revenue is not expected in the Public Works Right of Way Program until the second quarter of Fiscal Year 2022-23. Public Works Agency staff must receive Finance and Management Services Agency approval of funding prior to commencement of work. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. This will ensure that sufficient revenues have been collected to cover the expenditure.

Funding will be available and budgeted in the fiscal years shown in the table below:

Fiscal
Year
Accounting Unit
– Account #
Fund
Description
Accounting Unit,
Account Description Amount
INITIAL 3-YEAR TERM
2022-23 01117622-62300 General Fund
Public Works Right-ofWay, Contract
Services-Professional
$211,992
2023-24 01117622-62300 General Fund
Public Works Right-ofWay, Contract
Services-Professional
$109,296
2024-25 01117622-62300 General Fund
Public Works Right-ofWay, Contract
Services-Professional
$ 67,584
City Council 38 – 2 6/21/2022
Management Support Services Consultant Agreement
June 21, 2022

Fiscal
Year
Accounting Unit
– Account #
Fund
Description
Accounting Unit,
Account Description Amount
OPTIONAL 1-YEAR EXTENSIONS
2025-26 01117622-62300 General Fund
Public Works Right-ofWay, Contract
Services-Professional
$67,584
2026-27 01117622-62300 General Fund
Public Works Right-ofWay, Contract
Services-Professional
$67,584

EXHIBIT(S)

1. Agreement with Pyramid Group International, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
TOTAL: $524,040
City Council 38 – 3 6/21/2022

CONSULTANT AGREEMENT

CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 21st day of June, 2022 by and between Pyramid Group International, Inc., (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of management support services for digital billboards/banners and bus stop advertising/maintenance.

B. Consultant represents that Consultant is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $524,040, including any extension periods exercised under Section 3. This sum shall be comprised of $476,400 with a contingency amount of $47,640 to be used at the City’s sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

EXHIBIT 1
City Council 38 – 4 6/21/2022

3. TERM
This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

City Council 38 – 5 6/21/2022

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the generalaggregate limit shall be twice the required occurrence limit.
• Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. • Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

City Council 38 – 6 6/21/2022

Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agreesto obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

City Council 38 – 7 6/21/2022

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

City Council 38 – 8 6/21/2022

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

City Council 38 – 9 6/21/2022

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and City Council 38 – 10 6/21/2022

in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

Najib Saadeh
President/Founder
Pyramid Group International, Inc.
25771 Rapid Falls Rd,
Laguna Hills, CA 92653
City Council 38 – 11 6/21/2022

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONSULTANT:

City Attorney
By:

Jose Montoya
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

Nabil Saba
Executive Director
Public Works Agency
Najib Saadeh
President/Founder
City Council 38 – 12 6/21/2022

EXHIBIT A
City Council 38 – 13 6/21/2022
City of Santa Ana, California
Proposal for Support during the Site Selection, Permitting, Construction, Commissioning and Operation of Digital Billboards and Digital Banners, and the Review of Operations and Financial Reporting for Digital Billboards and Digital Banners, and Bus Stop Advertising and Maintenance Agreements Prepared for Mr. Nabil Saba, PE
Executive Director
Public Works Agency
20 Civic Center Plaza M-21
Santa Ana, CA 92702
Prepared by Najib Saadeh
Founder/President
Pyramid Group International
Office: 949.280.4903
Email: [email protected]
www.pyramidgroupinternational.com
Pyramid Group International, Inc.

City Council 38 – 14 6/21/2022
Pyramid Group International, Inc.
2 Introduction Letter
May 11, 2022
Mr. Nabil Saba, PE
Executive Director
Public Works Agency
20 Civic Center Plaza M-21
Santa Ana, CA 92702
Mr. Saba,
Pyramid Group International, Inc. (Pyramid) is pleased to submit this proposal to provide oversight, on behalf of the City of Santa Ana (City), and to act as liaison between the City and Outfront Media LLC (OUTFRONT) during the design, permitting, construction, operation, maintenance, and management of digital billboards and digital banners by OUTFRONT.

The scope of the proposed work also includes support in ensuring that all terms of the Agreement between the City and OUTFRONT as well as all terms of the Agreement between the City and Focus Media Group (FMG) are implemented as specified in the Agreements. It also includes a regular review of the operational reports and financial reports submitted by FMG and OUTFRONT to confirm that the City is receiving the revenue that it is entitled to from both vendors and to ensure both vendors are adhering to the operating requirements and standards that were agreed to in both contracts.

Pyramid is prepared and qualified to provide the above-described support especially when considering that Pyramid managed the RFP process, under direction from City staff, resulting in the selection of both vendors, FMG and Outfront.

Through that initial engagement, Pyramid is particularly familiar with the terms of both agreements. Pyramid works seamlessly with City staff in currently providing management support for these vendors. Because of this and the Pyramid staff’s unique set of skills and qualifications in multiple areas including, project management, engineering, architecture, environmental compliance, safety compliance, accounting and finance, we believe that Pyramid is best suited to support the City in the execution of these agreements.

The scope of services and work items for this engagement include providing oversight and support throughout the implementation of the following tasks :
• Task 1. Installation of Digital Billboards and Digital Banners City Council 38 – 15 6/21/2022
Pyramid Group International, Inc.
3 o Task 1.1. Site Confirmation
o Task 1.2. Initial Study
o Task 1.3. Community Outreach and Communication Plan
o Task 1.4. Adherence to Requirements
o Task 1.5. ASLA Development
o Task 1.6. Commissioning
• Task 2. Review of Operations and Financial Reports
o Task 2.1. Digital Billboards and Digital Banners
o Task 2.2. Bus Stop Advertisement and Maintenance
• Task 3. FMG Transition and Refurbishment Program
• Task 4. Management Support, Communication and Meetings Pyramid appreciates the opportunity to submit this proposal which includes a Scope of Work and a Cost Estimate and we look forward to continuing to work with the City on the execution phase ofboth the OUTFRONT and FMG agreements.

If you have any questions, please feel free to contact me directly by phone (949.280.4903) or by email ([email protected]).

Sincerely,
Najib Saadeh
President/Founder
Pyramid Group International, Inc.

City Council 38 – 16 6/21/2022
Pyramid Group International, Inc.
4 Scope of Services
Task 1. Installation of Digital Billboards and Digital Banners Task 1.1. Site Confirmation
Pyramid will oversee the evaluation by Outfront Media LLC (OUTFRONT) of the four (4) potential sites for digital billboards and the six (6) potential locations for digital banners and will liaise between the City of Santa Ana (City) and OUTFRONT for all aspects of the evaluation, including the decision to eliminate, substitute or add locations at City’s own discretion. Pyramid will verify that the selected sites for digital billboards and digital banners have been prioritized based on their potential to yield the highest revenue to the City while maintaining or enhancing the public benefit.

Task 1.2. Initial Study
Pyramid will review the Initial Study prepared by OUTFRONT in association with the freeway digital billboards and digital banners as well as any subsequent environmental documentation. Pyramid will advise the City on the level of environmental review required by OUTFRONT.

Task 1.3. Community Outreach and Communication Plan
Pyramid will oversee OUTFRONT’s development of a comprehensive community outreach and communication plan for each location. Pyramid will attend the meetings (up to five (5) community meetings for each location) and will report to the City on the outcome of the meetings.

Pyramid will review the outreach material prepared by OUTFRONT and will make recommendations. Also, Pyramid will verify that OUTFRONT has provided all necessary equipment and technology to conduct the meetings at the neighborhood association locations or at various field locations.

Pyramid will work closely with OUTFRONT to ensure that all issues and concerns expressed by the community are addressed to the satisfaction of the community and the City. Pyramid will also ensure that all questions and concerns raised at the meetings as well as the resolutions are documented by OUTFRONT and communicated to the City.

Task 1.4. Adherence to Requirements
Pyramid will verify that OUTFRONT is adhering to all requirements per the terms of the Agreement between the City and OUTFRONT and will report any issue to the City as soon as it becomes known.

The applicable requirements that Pyramid will monitor include, but are not limited to, the following:

1. Specifications
a. Use, by OUTFRONT, of the current best available digital-billboard and digital banner technologies,
b. Adherence to all design, construction and operation requirements, c. Maintenance, repair, and upgrade of the digital billboards and digital banners as needed to provide the best available digital-billboard technologies, and d. Compliance with the City’s off-premises commercial advertising signs ordinance.

City Council 38 – 17 6/21/2022
Pyramid Group International, Inc.
5 2. Application Requirements
a. Pyramid will act as a liaison between OUTFRONT and the City’s Public Works Agency during the application for the construction of the new digital billboards and digital banners. Pyramid will also keep track of all other necessary applications that are needed by Caltrans and/or the State.

3. Development Standards
a. Pyramid will monitor that OUTFRONT has complied with all standards that are established by Caltrans and that are in effect at the time of permit issuance. Pyramid will also verify that OUTFRONT has adhered to the City’s Digital Billboard Development Standards. Pyramid will report any known deviation to the City.

4. Lighting and Display Requirements
a. Pyramid will verify that OUTFRONT has adhered to all lighting and display requirements applicable to the digital billboards and digital banners as specified in the Agreement between the City and OUTFRONT. Pyramid will report any known deviation to the City.

5. Prohibited Features
a. Pyramid will verify that OUTFRONT has not included any prohibited features and that it adhered to all lighting and display requirements applicable to the digital billboards as specified in the Agreement between the City and OUTFRONT. Pyramid will report any known deviation to the City.

6. Maintenance and Monitoring
a. Pyramid will monitor that OUTFRONT is maintaining each Advertising Site as initially permitted, is in compliance with City, County and State requirements, and that all digital billboards and digital banners are operational and have an uptime of

92.5%.
b. Pyramid will review the Lighting Monitoring Reports once submitted to the Public Works Agency upon installation. The reports are submitted upon installation and on a three-year interval thereafter to confirm conformance with the lighting requirements.
c. Pyramid will lead the investigation of complaints about lighting, and if determined necessary by the Executive Director of the Planning and Building Agency, Pyramid will request that OUTFRONT provide an updated Lighting Monitoring Report within 72 hours of the notice from the City. If necessary, Pyramid will coordinate the independent digital billboard lighting measurements and, per the terms of the Agreement between the City and OUTFRONT, all costs related to lighting measurements and/or adjustments or repairs will be borne by OUTFRONT.

Task 1.5. ASLA Development
Pyramid will assist with the development of an Advertising Site License Agreement (ASLA) for each of the four (4) digital billboards and each of the six (6) digital banners proposed for development.

City Council 38 – 18 6/21/2022
Pyramid Group International, Inc.
6 Pyramid will work with the City attorney to verify that all ASLAs are consistent with the terms of the Agreement between the City and OUTFRONT for the provision for digital billboards and digital banners.

Task 1.6. Commissioning
Pyramid will assist in the commissioning of the four (4) digital billboards and six (6) digital banners.

This would include ensuring that the digital billboards and banners are successfully constructed and operational in accordance with the specifications contained in Exhibit A of the Agreement between the City of Santa Ana and OUTFRONT.

Per the Agreement between the City and OUTFRONT, the construction and commissioning of each digital billboard and digital banner shall be completed no later than 12 months from the date that each respective ASLA is fully executed, provided there are no significant delays. Pyramid will work closely with OUTFRONT and the City to meet the schedule and to assist in overcoming potential delays. Pyramid will keep the City informed of any potential delay and of the overall progress of the construction and commissioning.

Task 2. Review of Operations and Financial Reports
Task 2.1. Digital Billboards and Digital Banners
Pyramid will verify that all financial reports produced by OUTFRONT and relating to the Agreement between the City and OUTFRONT include the necessary information to keep track of revenue generated, MAG payments, and revenue share due to the City.

Pyramid will review all quarterly reports submitted by OUTFRONT and in particular, the details on the revenue generated from the Advertising Inventory, associated ad rates and occupancy rates.

Pyramid will also confirm the minimum annual guarantee (MAG) amount due to the City each quarter and the True-up payment based on the revenue share calculation due after the end of each calendar year.

If necessary, Pyramid, on behalf of the City, will audit OUTFRONT’s financial records and financial reports once annually after providing at least ten (10) days’ prior written notice to OUTFRONT.

Pyramid will report any discrepancies to the City as soon as discovered and will provide updates to the City on OUTFRONT’s progress toward the resolution of any discrepancies.

Task 2.2. Bus Stop Advertisement and Maintenance
Pyramid will review all quarterly reports submitted by FMG and in particular, the details on the revenue generated from the Advertising Inventory, associated ad rates and occupancy rates.

Pyramid will also confirm the minimum annual guarantee (MAG) amount, the Maintenance Services Cost, and the resulting Revenue Payment due to the City for each quarter.

City Council 38 – 19 6/21/2022
Pyramid Group International, Inc.
7 If necessary, Pyramid, on behalf of the City, will audit FMG’s financial records and financial reports once annually after providing at least ten (10) days’ prior written notice to OUTFRONT.

Pyramid will report any discrepancies to the City as soon as discovered and will provide updates to the City on FMG’s progress toward the resolution of any discrepancies.

Task 3. FMG Transition and Refurbishment Program
Pyramid will assist during the transition of services to FMG and with the implementation of the refurbishment program by FMG which includes the inspection of all existing bus stops and bus shelters for repairs and parts needed and, ultimately, the completion of the refurbishment per the terms of the Agreement.

Additionally, Pyramid will work together with FMG on meeting the agreed-on schedule for the implementation of the comprehensive refurbishing program.

Task 4. Management Support, Meetings and Presentations
Pyramid will meet regularly with the City and/or the vendors to discuss the status of the project, major milestones, and deliverables for the digital billboards and digital banners, progress on FMG’s refurbishment program and the reporting required by OUTFRONT and FMG.

Assumptions

1. The scope of work and cost estimate are based on the installation and operation of a total of four (4) digital billboards and six (6) digital banners.

2. All four (4) digital billboards and six (6) digital banners sites will be identified in the first year and their construction and commissioning could take between one to two years.

3. The Initial Study will be performed during the first year. No additional studies in subsequent years are anticipated.

4. Community outreach events will be required the first year and second year for the four (4) digital billboards and the six (6) digital banners.

5. Pyramid will review the initial Lighting Monitoring Reports for conformance with the lighting requirements once submitted to the Public Works Agency upon the installation of the digital billboards and digital banners. Pyramid will also review the reports that are due by OUTFRONT after three (3) subsequent years.

6. Independent digital billboard lighting measurements and all costs related to lighting measurements and/or adjustments or repairs will be borne by OUTFRONT.

City Council 38 – 20 6/21/2022
Pyramid Group International, Inc.
8 Cost Estimate
The cost estimate presented by Pyramid herein is based on a rate of $240 per hour. Pyramid’s services would be billed in 0.25 hourly increments. Because of the proximity of Pyramid’s offices to the City of Santa Ana, travel costs are minimal and therefore negligeable. Therefore, travel costs are not included in the cost estimate.

Detailed cost for the proposed scope of work is presented below per task and subtask for each year.

As for the duration of the proposed work, Pyramid suggests a three-year contract with two one-year extension options.

Table 1. Cost Estimate for Five Years
Task
No. Task Description Year 1 Year 2 Year 3 Year 4 Year 5 1 Installation of Digital
Billboards and Digital
Banners

1.1 Site Confirmation $21,600

1.2 Initial Study $10,800

1.3 Community Outreach and
Communication Plan
$31,920 $10,560

1.4 Adherence to Requirements $25,440 $8,640 $17,280 $17,280 $17,280

1.5 ASLA Development $16,080 $3,840

1.6 Commissioning $12,960 $3,840
2 Review of Operations and
Financial Reports

2.1 Digital Billboards and Digital
Banners
$10,560 $10,560 $10,560 $10,560

2.2 Bus Stops Advertisement and
Maintenance
$8,160 $10,560 $10,560 $10,560 $10,560
3 FMG Transition and
Refurbishment Program
$28,800 $14,400
4 Management Support,
Communication and Meetings
$36,960 $36,960 $23,040 $23,040 $23,040
Total: $192,720 $99,360 $61,440 $61,440 $61,440
If additional services and/or hours are required beyond those stated in the scope of work, Pyramid would first seek City’s approval prior to performing the additional work.

City Council 38 – 21 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 39
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Purchase of Chevrolet Passenger Vans

AGENDA TITLE
Approve an Appropriation Adjustment and Award a Purchase Order to Winner Chevrolet, Inc., in the Amount of $313,454, for Seven Chevrolet Express Passenger Vans (Specification No. 22-044) (General and Non-General Funds) (Revive Santa Ana Program)

RECOMMENDED ACTION

1. Approve an appropriation adjustment allocating funds received in prior fiscal years in the Recreation Grants Revenue account, in the amount of $89,574, and appropriating the same amount into the OCTA Senior Mobility Program expenditure account for FY 2021-2022 capital operating expenses. (Requires five affirmative votes)

2. Authorize a one-time purchase and payment of purchase order to Winner Chevrolet, Inc. for the purchase of seven Chevrolet Express Passenger Vans, in the amount of $278,454, plus a contingency of $35,000 for a total amount not to exceed $313,454, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency’s Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment.

The Fleet Services Division is facilitating the purchase of vans for several City Agencies to expand the Agencies’ service provision to the community.

Library Services
Library Services seeks to acquire three Chevrolet Express Passenger Vans for the delivery of materials and programming supplies between Library locations, as well as to outreach events around the City, including those featuring the new “Knowledge Mobile” bookmobile service. The new vans will replace two existing Chevrolet vans that have become exceedingly expensive to maintain due to their age.

Parks, Recreation and Community Services Agency
The Parks Recreation and Community Services Agency (PRCSA) seeks to acquire two Chevrolet Express Passenger Vans for the Senior Mobility Program. The Orange County City Council 39 – 1 6/21/2022
Purchase of Seven Chevrolet Passenger Vans
June 21, 2022

Transportation Authority developed the Senior Mobility Program for the purpose of improving transportation services for seniors in the region. Under this program, PRCSA provides transportation services to residents 60 years of age and older for senior center classes, nutrition programs, shopping, personal care, special events, and social/recreation activities. Measure M2 funds received from OCTA will be used for the purchase.

Police Department
The Police Department seeks to acquire two Chevrolet Express Passenger Vans for the Police Athletics and Activities League (PAAL) Program. The vans will be utilized at the second PAAL location. The vehicles will be used for transportation of PAAL participants and staff for all program activities.

The Notice Inviting Bids was advertised on March 9, 2022, on the City’s online bid management and publication system. A summary of the bid invitation and bids received is as follows:
182 Vendors were notified
6 Santa Ana vendors were notified
10 Vendors downloaded the bid packet
3 Bids received
1 Bid received from Santa Ana vendors
Three bids were received and opened on May 2, 2022, and evaluated as follows for two different models of Chevrolet Express Passenger Vans:

Chevrolet Express Passenger Van Model A:

Vendor Location Amount
Winner Chevrolet, Inc Elk Grove, CA $39,786.68
Penske Chevrolet of Cerritos Cerritos, CA $42,350.61
Guaranty Chevrolet Motors, Inc. Santa Ana, CA $42,779.55* *A 1 percent Local Vendor Preference was applied to the bid from the Santa Ana vendor.

Chevrolet Express Passenger Van Model B:

Vendor Location Amount
Winner Chevrolet, Inc Elk Grove, CA $39,759.36
Penske Chevrolet of Cerritos Cerritos, CA $40,935.37
Guaranty Chevrolet Motors, Inc. Santa Ana, CA $42,595.68* *A 1 percent Local Vendor Preference was applied to the bid from the Santa Ana vendor.

Vendor Total Cost for 7 Chevrolet Passenger Vans
Winner Chevrolet, Inc $278,454
Penske Chevrolet of Cerritos $295,125
City Council 39 – 2 6/21/2022
Purchase of Seven Chevrolet Passenger Vans
June 21, 2022

Guaranty Chevrolet Motors, Inc. $299,090
Winners Chevrolet, Inc. submitted the lowest responsive bid in the amount of $278,454.

The bid is responsive to the specifications and meets the City’s requirements. Based on the bid analysis, staff recommends awarding the purchase order contract for seven Chevrolet Express Passenger vans to Winners Chevrolet, Inc.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
An appropriation adjustment is required to allocate funds received in prior fiscal years in the amount of $89,574 in the Recreation Grants Revenue account (16913002-50001) and appropriating the same amount into the OCTA Senior Mobility Program expenditure account (16913202-66400) for FY 2021-2022 capital operating expenses. After the appropriation adjustment funds are budgeted and made available in the following accounts for the specified year.

Fiscal
Year
Accounting UnitAccount #Fund
Description
Accounting Unit,
Account Description Amount
2021-22 01111110-66400 General Fund
Library AdministrationMachinery &
Equipment
$134,361
2021-22 16913202-66400 Recreation
Grants Fund
OCTA Senior Mobility
Program, Machinery &
Equipment
$89,574
2021-22 18114013-66400
American
Rescue Plan
Act (ARPA)
ARPA-PD, Machinery
& Equipment $89,519
Submitted By: Brian Sternberg, Library Services Director – Library Services Agency, David Valentin, Police Chief – Police Department, Nabil Saba, P.E., Executive Director – Public Works Agency, and the Parks, Recreation, and Community Services Agency Approved By: Kristine Ridge, City Manager
City Council 39 – 3 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 40
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Amend Water Quality Sampling and Testing Services Agreement

AGENDA TITLE
Approve an Amendment to the Agreement with Clinical Laboratory of San Bernardino, Inc. to Increase the Services Amount by $53,000 for a new Annual Amount $130,000 for the Remaining Term of the Agreement (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an amendment to the agreement with Clinical Laboratory of San Bernardino, Inc. for water quality sampling and testing services, to increase the annual amount by $53,000, for a total agreement amount not to exceed $597,000, for the remaining term of the agreement expiring July 20, 2023, subject to nonsubstantive changes approved by the City Manager and the City Attorney.

DISCUSSION
The Public Works Agency’s Water Resources Division administers and maintains the City’s public water system, which provides high quality drinking water to the residents and businesses of Santa Ana. On May 18, 2020, the City advertised Request for Proposal (RFP) No. 20-014 on the City’s online bid management and publication system, Planet Bids, to solicit proposals from qualified, state-approved laboratories to perform required water quality testing. On July 21, 2020, the City awarded a three-year agreement, with the provision for one, two-year renewal option, to Clinical Laboratory of San Bernardino, Inc. to provide water quality sampling and testing services.

The agreement with Clinical Laboratory of San Bernardino has allowed the Water Resources Division to meet California State Water Resources Control Board’s (SWRCB) drinking water testing requirements. The SWRCB, in accordance with Title 22 of the California Code of Regulations, enforces the primary and secondary drinking water standards for public water systems. Clinical Laboratory of San Bernardino is accredited through the California Environmental Laboratory Accreditation Program, and meets all requirements for water quality sampling and testing.

In order to remain compliant with SWRCB water quality sampling and testing requirements, Water Resources staff is requesting to amend the existing agreement by increasing the annual amount by $53,000 to allow for additional water testing and sampling services that would not be possible under the existing agreement terms.

City Council 40 – 1 6/21/2022
Amend Water Sampling and Testing Services Agreement
June 21, 2022

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funding for the requested increase to the agreement is available for expenditure in the current fiscal year and will be subsequently budgeted as follows:

Fiscal Year
Accounting
Unit –
Account No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
FY 2021-22 06017644-
62300 Water Fund Water Quality, Contract Services-Professional $41,000 FY 2022-23 06017644-
62300 Water Fund Water Quality, Contract Services-Professional $53,000 FY 2023-24 06017644-
62300 Water Fund Water Quality, Contract Services-Professional $53,000 FY 2024-25 06017644-
62300 Water Fund Water Quality, Contract Services-Professional $53,000 FY 2025-26
(July 2025)
06017644-
62300 Water Fund Water Quality, Contract Services-Professional $12,000 Amendment Total: $212,000

EXHIBIT(S)

1. First Agreement Amendment
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 40 – 2 6/21/2022

FIRST AMENDMENT TO AGREEMENT WITH THE CLINICAL LABORATORY OF SAN BERNARDINO, INC., TO PROVIDE WATER QUALITY SAMPLING AND TESTING .

SERVICES
THIS FIRST AMENDMENT to the above-referenced agreement is entered into June 21, 2022, by and between Clinical Laboratory of San Bernardino, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").

RECITALS
A. The parties entered into Agreement No. A-2020-154 ("Agreement") dated July 21, 2020, to retain Consultant to provide water quality sampling and testing services for the Water Resources Division of the Public Works Agency.

B. The Agreement is current and in-effect through July 20, 2023.

C. The parties now wish to amend the Agreement to increase the compensation to fund additional testing under the Agreement.

The Parties therefore agree:

1. Section 2(a), Compensation, is amended to increase the total annual sum to be expended under the term of the Agreement, including any extension periods, by $53,000 for a total annual amount of $130,000.

2. Except as modified by this First Amendment, all terms and conditions of the Agreement, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

ATTEST
DAlSYGOMEZ
Clerk of the Council

APPROVED AS TO FORM
SONIA R. CARY ALHO
City Attorney

CITY OF SANTA ANA

KRISTINE RIDGE
City Manager

CLINICAL LABORATORY OF SAN
BERNARDINO, INC.:

Steven Martinez
Laboratory Director
[signatures continued on next page]

EXHIBIT 1
City Council 40 – 3 6/21/2022

RECOMMENDED FOR AP PROV AL
Nabil Saba
Executive Director
Public Works Agency

City Council 40 – 4 6/21/2022
Public Works Agency
www.santa-ana.org/pw
Item # 41
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Washington Well Site Improvements Project

AGENDA TITLE
Approve an Appropriation Adjustment Recognizing Santa Ana Watershed Project Authority Funds for the Washington Well Site Improvements Project (Project No. 19-6423) (Non-General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment recognizing $100,000 of Fiscal Year 2019-20 Santa Ana Watershed Project Authority grant funds into the Miscellaneous Revenue, State Grant-Direct revenue account, and appropriate the same amount to the Prop 1 IRWM Program, Improvements Other Than Building expenditure account. (Requires five affirmative votes)

2. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to add the Washington Well Site Improvements Project and include $100,000 in funds for engineering services.

DISCUSSION
The Washington Well Site Improvements Project involves construction of a new groundwater well, including piping and electrical equipment, a well building, and a chemical storage building located at the intersection of Washington Avenue and Penn Way. The project creates an additional local water supply, which improves the City’s longterm resilience. It closes the projected gap between future demand and available supply by adding over 4,000 acre-feet per year to the City's pumping capacity. This promotes less reliance on imported water, which, in turn, reduces wholesale water costs. The project will also address low-pressure deficiencies, improve reliability, and increase flexibility within the City's water system.

On March 17, 2020, the City Council approved an agreement with the Santa Ana Watershed Project Authority (SAWPA) accepting Proposition 1 Integrated Regional Water Management Program Disadvantaged Communities Involvement Program Grant funds in the amount of $100,000 to support project planning. The funds were never appropriated to the project, and staff is returning to the City Council to recognize the City Council 41 – 1 6/21/2022
Washington Well Site Improvements Project
June 21, 2022

funds, which allows the monies to be used for reimbursement requests made to Public Works.

Approval of the amendment to the FY 2021-22 Capital Improvement Program (Exhibit 2) will officially incorporate this funding for the project into the program.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this item.

FISCAL IMPACT
Approval of the requested appropriation adjustment will accept $100,000 in FY 2019-20 Santa Ana Watershed Project Authority Proposition 1 Integrated Regional Water Management Program Disadvantaged Communities Involvement Program Grant funds into the Miscellaneous Revenue, State Grant-Direct revenue account (No. 16417002- 52025) and appropriate the same amount into the Prop 1 IRWM Program, Improvements Other Than Buildings expenditure account (No.16417643-66220). The funding may now be added to the Washington Well Site Improvements Project (Project No. 19-6423) and staff can properly post expenditures to the funds.

EXHIBIT(S)

1. Grant Agreement

2. FY 2021-22 Capital Improvement Program Sheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 41 – 2 6/21/2022
2016 PROPOSITION I INTEGRATED REGIONAL WATER MANAGEMENT

DISADVANTAGED COMMUNITY INVOLVEMENT PROGRAM

TECHNICAL ASSISTANCE SUB-GRANT

AGREEMENT BETWEEN THE

SANTA ANA WATERSHED PROJECT AUTHORITY
AND

CITY OF SANT A ANA
This Proposition I Integrated Regional Water Management Program ("IRWMP") Disadvantaged Communities Involvement ("DCI") Program Grant Funding Contract ("Contract") is made between Santa Ana Watershed Project Authority ("SA WP A") and City of Santa Ana (the "Sub-Grantee"). SA WPA and the Sub-Grantee may be individually referred to as "Party", and collectively referred to as the "Parties".

WHEREAS Section 79745 of the Water Code provides $6.3 million to the Santa Ana River Watershed for the purposes of ensuring involvement of disadvantaged communities, economically distressed areas, or underrepresented communities within integrated regional water management efforts; WHEREAS in June, 2017, the California Department of Water Resources ("D\VR") and SA WPA entered into a Proposition 1 IRWMP DCI Program Grant Agreement ("Grant Agreement") providing that SA WP A would serve as the program manager for the $6,300,000 in IR WMP grant funds to be disbursed within the Santa Ana River Watershed for the DCI Program, consistent with IRWMP and California Environmental Quality Act ("CEQA") requirements, and ensuring that the maximum benefit of such funds are realized in the Santa Ana River Watershed;
WHEREAS Exhibit A of the Grant Agreement, the Work Plan for SA WP A's DCI Program, includes technical assistance for the development of projects, plans and programs to address community needs; and
WHEREAS consistent with the Grant Agreement between DWR and SA WP A, SA WP A intends to disburse to the Sub-Grantee a portion of the $6,300,000 in IRWMP grant funds for the DCI Program by way of this Contract with the Sub-Grantee.

THEREFORE, based on the foregoing incorporated recitals and in consideration of the mutual covenants and conditions set forth in this Contract, the Parties hereby agree to the following:

SECTION 1. PROJECT DESCRIPTION
The City of Santa Ana is seeking funds to support project planning for its Washington Avenue Well project. The proposed Washington Avenue Well Project is located at the northwest comer of the intersection of East Washington Avenue and Penn Way. The property is owned by the City of Santa Ana.

The proposed well would pump groundwater into the City's existing water distribution system. The water produced from the well will be disinfected using sodium hypochlorite (NaOCL) before it is discharged into the water distribution system. The design capacity of the well is projected to be 2,500 to 3,000 gallons per minute and would be equipped with a 350 to 400 HP motor. The proposed Washington Well will be drilled to a depth of about 1,300 feet below ground surface and be installed with mini mum of 18- inch diameter casing.

A-2020-050
EXHIBIT 1
City Council 41 – 3 6/21/2022
Other elements of the project include several concrete block wall material storage bins; On-Site Generation (OSG) disinfecting equipment housed in a building; buildings for well head and piping, electrical cabinets and SCE switchgear; and low impact design (LID) on-site improvements including bioswales, bio-retention facilities and pervious pavement or pavers. The outer perimeter of the site will have a facility identification sign , informational plaques, drought tolerant/California friendly landscaping and a perimeter walkway.

The awarded SA WP A amount of $100,000 will be used to start environmental documentation and design phase of the project. The City of Santa Ana has completed a feasibility study and developed the attached conceptual design plans for the Washington Avenue Well Project. The project is beginning the environmental documentation and design phase before it can start construction. The Scope of Work and deliverables for this project is as outlined in Section 2 below.

SECTION 2. SUB-GRANTEE SCOPE OF WORK, DELNERABLES
Sub-grantee is responsible for the following activities ("the Work") during the work period:
o Project Administration: Perform necessary administrative functions related to the development of the Washington Avenue Well Project, including coordinating with partnering agencies and managing consultants/contractors. Track and maintain the scope of work, schedule, budget and risk register. Consultants on the project, including the desi gn engineer and contractor, will be procured and managed. Ensure compliance with grant requirements. Prepare and submit supporting grant documents.
o Deliverables:
• Monthly invoices and progress reports detailing work completed during reporting period.
• Draft and final Project Completion Report
o Planning/Design/Engineering/Environmental Documentation - The Washington Avenue Well Project consists of desi gn and preparation of construction plans, specifications, cost estimates, design survey, and utility information, including potholing as needed. • Deliverables:
• CEQA determination documents
• Preliminary design documents at 35% & 65% completion
• Final desi gn plans and specifications
• Construction engineer's estimate.

This phase of the project is planned to be completed by December 2020.

The City of Santa Ana is seeking funds from the Disadvantaged Community Involvement (DCI) Technical Assistance Project to cover the costs incurred from December 17, 2019, to December 31, 2020, to conduct work as described in Attachment "A" (hereinafter the "project Work Plan").

SECTION 3. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE; SUB-GRANTEE

GENERAL COMMITMENT
This Contract incorporates and includes as part of its terms and conditions the Grant Agreement between DWR and SAWPA, Agreement No. 4600011889, attached hereto as Attachment "B" (hereinafter the "Grant Agreement"), including Exhibit D thereto, "Standard Conditions." Santa Ana Watershed Project Authority Page 2 of 8
City Council 41 – 4 6/21/2022
In the event of any inconsistency between this Contract and the Grant Agreement, except as otherwise specifically provided, the inconsistency shall be resolved by giving precedence to the Grant Agreement.

The Sub-Grantee shall comply with all tenns, provisions, conditions, and commitments of this Contract and the Grant Agreement. Such compliance shall include providing SA WP A with all deliverables, budget detail, reports and all other documents required by the Grant Agreement.

On behalf of and for the benefit of SA WP A, Sub-Grantee shall comply with all of the obligations and requirements of the Grant Agreement as if the Sub-Grantee were the "Grantee" under the terms of the Grant Agreement. Such compliance shall be to the fullest extent necessary and as may be required by SA WPA in order to enable SA WPA to comply with the Grant Agreement as "Grantee." SECTION 4. SUB-GRANTEE ESTIMATED ELIGIBLE PROJECT COSTS; GRANT AMOl.JNT
The estimated reasonable cost of the total project is one hundred thousand dollars ($100,000). To support project development, subject to all of the terms, provisions, and conditions of this Contract, and subject to the availability of the grant funds, SA WP A shall disburse such grant funds in a sum not to exceed one hundred thousand dollars ($100,000) for the Work defined in this Contract.

To be reimbursed, activity costs must meet eligibility requirements described in the Grant Agreement, Section 7, page 2, and must be Work performed by Sub-Grantee after December 17, 2019, as per the approval of the SAWPA Commission.

SECTIONS. DISBURSEMENT
Grant funds will be disbursed in accordance with the disbursement provisions of the Grant Agreement.

Retention is stipulated in Exhibit D of the Grant Agreement. SA WP A's actual grant disbursements to the Sub-Gran tee under this Contract shall not exceed payments received from DWR. If actual costs exceed the estimated reasonable cost of the Work, SA WP A shall have no obligation to provide grant funds for such exceedance.

SECTION 6. FISCAL MANAGEMENT SYSTEMS AND ACCOUNTING STANDARDS The Sub-Grantee agrees that, at a minimum, its fiscal control and accounting procedures shall be sufficient to pennit tracking of grant funds to a level of expenditure adequate to establish that such funds have not been used in violation of State law or this Contract. The Sub-Grantee shall maintain accounts in accordance with generally accepted government accounting standards and the conditions outlined in Exhibit D of the Grant Agreement.

SECTION 7.

The Term of this Contract shall be from December 17, 2019 to December 31, 2020, unless sooner terminated pursuant to the provisions of this Contract or the Grant Agreement.

SECTION 8. ASSIGNMENT
Neither this Contract, nor any duties or obligations under this Contract shall be assigned by any Party without the prior written consent of the other Party.

Should an assignment or transfer occur, whenever SA WP A or the Sub-Grantee are named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are Santa Ana Watershed Project Authority Page 3 of 8
City Council 41 – 5 6/21/2022
presently vested in SA WP A and the Sub-Grantee, and all Contract and covenants required hereby to be performed by or on behalf of SA WP A and/or the Sub-Grantee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

SECTION 9. COMPLIANCE WITH LAWS AND REGULATIONS
The Sub-Grantee agrees that it shall, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, regulations and guidelines.

SECTION 10. ACKNOWLEDGEMENT OF CREDIT/SIGN AGE REQUIREMENTS The Sub-Grantee shall comply with Exhibit D, Section D.2, of the Grant Agreement by including in any written materials made available to the public during project development an acknowledgment of support from SAWPA and the State under the Water Quality, Supply and Infrastructure Improvement Act of 2014.

SECTION 11. WORK ACTIVITIES AND NOTIFICATION
The Sub-Grantee shall immediately notify SA WP A in writing of:
( l) Any substantial change in the scope, budget, or Work to be performed under this Contract. The Sub-Grantee agrees that no substantial change in the scope of the Contract may be undertaken until written notice of the proposed change has been provided to SA WP A, and SA WP A has given written approval for such a change.
(2) Any public or media event publicizing the accomplishments and/or results of this Grant Agreement and provide the opportunity for attendance and participation. Sub-Grantee must notify SA WP A at least 20 calendar days prior to the event.
(3) Unscheduled cessation of all Work per the Contract scope where such cessation of Work is expected to or does continue for a period of30 calendar days or more. ( 4) Any circumstance, combination of circumstances, or condition which is expected to delay completion of the Work per this Contract for a period of 90 calendar days or more beyond the estimated date of completion previously provided to SA WP A.

SECTION 12. PAYMENT OF COSTS FOR THE WORK
The Sub-Grantee shall provide for and make payment for all Work costs promptly and in compliance with all applicable laws. All grant disbursements will be reimbursements.

SECTION 13. WITHHOLDING OF GRANT DISBURSEMENTS
SA WPA may withhold all or any portion of the grant funds provided for by this Contract in the event that:
(I) The Sub-Grantee has violated, or threatens to violate, any term, provision, condition, or commitment of this Contract;
(2) The Sub-Grantee fails to maintain reasonable progress toward completion of the scope of work for this Contract; or
(3) DWR directs SA WP A to withhold any such grant funds.

Santa Ana Watershed Project Authority Page 4 of 8
City Council 41 – 6 6/21/2022
SECTION 14. INVOICING
(A) Invoices shall be completed on a State-provided invoice form and shall meet the following format requirements:
(1) Invoices must contain the date of the invoice, the time period covered by the invoice, and the total amount due.
(2) Invoices must be itemized. The amount claimed for salaries/wages/consultant fees must include a calculation formula (i.e. hours or days worked times the hourly or daily rate = the total amount claimed).
(B) Invoices also shall include the following information:
( 1) Costs incurred for Work performed per this Contract during the period identified in the particular invoice.
(2) Appropriate receipts and documentation that show the total outlays for the Grant Amount.

SECTION 15. OUARTERL Y PROGRESS REPORTS
Quarterly progress reports shall be completed using the templates provided by SA WP A. Quarterly progress reports shall provide a brief description of the Work performed, activities, milestones achieved, any accomplishments as well as any problems encountered in the performance of the Work. Each quarterly progress report shall be delivered to SA WP A within ten (10) calendar days after the close of the reporting period (Jul-Sep, Oct-Dec, Jan-Mar, Apr-Jun). The final quarterly progress report will be due January 10, 2021.

SECTION 16. RECORDS AND REPORTS
(A) Without limitation on the requirement that project accounts be maintained in accordance with generally accepted government accounting standards, the Sub-Grantee shall comply with the records and reporting requirements imposed by the Grant Agreement, and shall also:
(1) Establish an official project file that documents all significant actions relative to the Work;
(2) Establish separate accounts that adeq uately and accurately itemize and describe all funding or income received and expended on the Work, including but not limited to all grant funds received under this Contract;
(3) Establish an accounting system that adequately and accurately itemizes and describes final total costs of the Work, including both direct and indirect costs; and ( 4) Establish such accounts and maintain such records as may be necessary for the State, DWR and SA WP A to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations. (B) The Sub-Grantee shall require all contractors and subcontractors for the Work to maintain books, records, and other material relative to the Work in accordance with generally accepted accounting Santa Ana Watershed Project Authority Page 5 of 8
City Council 41 – 7 6/21/2022
standards, and to require that such contractors and subcontractors retain such books, records, and other material for a minimwn of ten ( 10) years after completion of the Work. The Sub-Grantee shall require that such books, records, and other material shall be subject, at all reasonable times, to inspection, copying, and audit by SA WP A, DWR or its authorized representatives. (C) All documents required or requested to be provided to SA WP A shall be submitted electronically in both the native format (e.g. Microsoft Word, Microsoft Excel, etc) and PDF. All documents shall be public domain or the property of SA WP A once submitted. (D) The Sub-Grantee agrees to expeditiously provide, during the Work and for three years after completion, such reports, data, information and certifications as may be reasonably required by SA WP A or DWR. Such documents and information shall be provided in electronic format.

SECTION 17. REVIEW AND EVALUATION: FINAL REPORTS AND AUDIT (A) SA WP A may perform a review or otherwise evaluate the Work to determine compliance with the Contract at any time or if questions about the proper use or management of the funds arise. SA WP A may review or evaluate Sub-Grantee's contractor or vendor for compliance with the terms and conditions of the Contract. The review and evaluation may be performed by SA WP A or may be contracted to a responsible third party. Any findings and recommendations of the review and evaluation shall be addressed by the Sub-Grantee within sixty (60) calendar days of the date such findings and recommendations are provided to the Sub-Grantee and before the next invoice is paid bySAWPA.
(B) At least fifteen (15) calendar days prior to submission of the final invoice for the Work, SubGrantee shall provide SA WP A the Disposition of Equipment per Exhibit D of the Grant Agreement.
(C) In addition to the docwnents and deliverables required to be provided by the Grant Agreement, with the final quarterly progress report Sub-Grantee will provide a Work Completion Report containing at minimum, the applicable information listed in the Grant Agreement Section 15(b), page 6.

The final Work Completion Report shall be accompanied by such other financial information as may be required by SA WP A or DWR to verify Sub-Grantee entitlement to grant funds, to assure program integrity, and to comply with any federal or state requirements. A duly authorized representative of the Sub-Grantee shall certify the Work Completion Report as correct. (D) SA WP A may call for an audit of financial information relative to the Work, where SA WP A determines that an audit is desirable to assure program integrity or where such an audit becomes necessary because of federal or state requirements. Where such an audit is called for, the audit shall be performed by a Certified Public Accountant independent of the Sub-Grantee and at the cost of the Sub-Grantee. The audit shall be in the form required by SA WP A.

SECTION 18. CLOSEOUT DOCUME1',ff ATION
To ensure that that the Work is closed out in a manner that provides an auditable file for SA WP A, SubGrantee shall follow a close-out procedure that includes payment of all contracts, subcontracts, or obligations, and any other requirements for the completion of the scope of work. Such close-out procedures shall include those procedures contained in the Grant Agreement or otherwise required by SA WP A and DWR.

Santa Ana Watershed Project Authority Page 6 of 8
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SECTION 19. TERMINATION; IMMEDIATE REPAYMENT; INTEREST
(A) If SA WP A determines the Sub-Grantee is not implementing in accordance with the provisions of this Agreement or the Grant Agreement, or that the Sub-Grantee has failed in any other respect to comply with the provisions of this Agreement or the Grant Agreement, and if the Sub-Grantee does not remedy any such failure to SA WPA's satisfaction within ten (10) days following notification of the determination, SA WP A may withhold from the Sub-Grantee all or any portion of the grant funding and take any other action that it deems necessary to protect its interests.

Where a portion of the grant funding has been disbursed to the Sub-Grantee for Work that has not yet yielded a required deliverable, the portion that has been disbursed for that activity shall thereafter be repaid immediately with interest from the date of disbursement at the California general obligation bond interest rate at the time SA WPA notifies the Sub-Grantee, as directed by SAWPA.
(B) SA WP A may terminate this Contract should DWR terminate SA WP A as program manager, or terminate funding for this Contract or the Project or should DWR terminate its standard agreement with SAWPA on this Project. Upon such DWR-caused termination, SA WPA shall not be liable to Sub-Grantee for any damages, costs or expenses resulting from such termination.

SECTION 20. DAMAGES FOR BREACH AFFECTING TAX EXEMPT STATUS In the event that any breach of any of the provisions of this Contract or other action by the Sub-Grantee shall result in the loss of tax exempt status for any bonds, or if such breach shall result in an obligation on the part of the SA WP A to reimburse the federal government by reason of any arbitrage profits, the SubGrantee shall immediately reimburse SA WP A and/or DWR in an amount equal to any damages paid by or loss incurred by the State due to such breach.

SECTION 21. APPLICABLE LAW
All disputes may first be submitted to non-binding mediation. The validity and interpretation of this Agreement and legal relations of the parties to it shall be governed by the laws of the State of California, applicable to the agreements entered into, and to be fully performed in, the State of California, without regard to its conflicts of the laws provisions.

SECTION 22. COSTS AND ATTORNEY FEES
In the event of arbitration or litigation between the parties hereto arising from this Contract, it is agreed that the prevailing party shall be entitled to recover reasonable costs and attorney fees.

SECTION 23. WAIVER
Any waiver of any rights or obligations under this Contract or the Grant Agreement shall be in writing and signed by the Party making such waiver, and approved by SA WP A and the DWR.

SECTION 24. AMENDMENT
This Agreement may be amended at any time by mutual written agreement of the Parties.

SECTION 25. INDEMNIFICATION
(A) Sub-Grantee shall defend, indemnify, and hold harmless SA WP A, DWR, and their respective directors, commissioners, officers, employees, agents, and assigns (collectively "the Indemnified Santa Ana Watershed Project Authority Page 7 of 8
City Council 41 – 9 6/21/2022
Parties") from and against any and all liability, Joss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement except for such liabilities resulting from the sole and exclusive active negligence or willful misconduct of the Indemnified Parties. (B) Per Section D.23 of Exhibit D of the Grant Agreement, to the extent Sub-Grantee relies on insurance coverage for, or requires its contractors or consultants to carry insurance for, the Work, Sub-Grantee will require that SA WP A and the State be named as additional insureds on the applicable liability policies for activities funded in whole or in part per this Contract.

SECTION 26. OPINIONS AND DETERMINATIONS
Where the terms of this contract provide for action to be based upon the opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary and capricious. lt'J WITNESS THEREOF. the parties have executed this Contract on the later date set forth below.

Dated:

Dated: ?cJ

APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
Assistant City Attorney
Santa Ana Watershed Project Authority

SANTA ANA WATERSHED PROJECT
AUTJ!; w
Richard E. Haller, P.E., General Manager

CITY OF SANTA ANA
By:

ATTEST
J Daisy Gomez J1 Clerk of Council

City Council 41 – 10 6/21/2022

ATTACHMENT A
Work plan
City of Santa Ana has proposed a budget of $100,000 for the planning of a new well on Washington Avenue to build long-term resilience to drought and reduces the need for emergency response actions.

Sub-Grantee Project Period: July 31, 2019 to December 31, 2020

WORK PLAN
January- March 2020 • Draft and issue Request for Proposal for consultant services to prepare environmental documentation and the design documents.

March - May 2020 • Receive and review proposals
• Award of contract to consultant to prepare environmental documentation and 35% plans
June 2020 • Kick-off meeting with selected consultant and begin preparation of project documents
July-September 2020 • Submittal of 35% plans for review by City staff. • Send out notices for review of cultural report
October -December 2020 • Complete 35% design and start of 65% design based on City comments
• Complete the environmental process and schedule the
adoption of the environmental document.

BUDGET
Cost wiJl be
Prepare request for proposal for consultant services to prepare borne by environmental documentation and the design documents. City of Award of contract review proposals and award contract to selected consultant Santa Ana Development of
Environmental Consultant services to prepare the documentation for Document environmental process including all public notices $40,000 Development of 35% Consultant services to prepare the 35% plans for review and plans implement Citv's comments. $60,000
TOTAL $100,000
City Council 41 – 11 6/21/2022

ATTACHMENT B

GRANT AGREEMENT BETWEEN THE STATE OF CALIFORNIA
(DEPARTMENT OF WATER RESOURCES) AND

SANTA ANA WATERSHED PROJECT AUTHORITY
AGREEMENT NUMBER 4600011889
2016 PROPOSITION 1 INTEGRATED REGIONAL WATER MANAGEMENT (IRWM) DISADVANTAGED .

COMMUNITY INVOLVEMENT GRANT
CALIFORNIA WATER CODE§ 79740 ET SEQ.

THIS GRANT AGREEMENT is entered into by and between the Department of Water Resources of the State of California, herein referred to as the "State" or "DWR" and Santa Ana Watershed Project Authority,. a public agency, in the Counties of Los Angeles, Orange, Riverside, and San Bernardino in the State of California, duly organized, existing, and acting pursuant to the laws thereof, herein referred to as the "Grantee", which parties do hereby agree as follows:.

1. PURPOSE. State shall provide funding from the Water Quality, Supply and Infrastructure Improvement Act of 2014 (Proposition 1) to Grantee to assist in financing project associated with the Santa Ana pursuant to Chapter 7 (commencing with §79740) of Division 26.7 of the California Water Code, hereinafter collectively referred to as "IRWM Program." A "project" is defined as a group of activities as set forth in Exhibit A (Work Plan).

2. TERM OF GRANT AGREEMENT. The term of this Grant Agreement begins on the date this Grant Agreement is executed by State, and terminates on April 30, 2020, or when all of the Parties' obligations under this Grant Agreement are fully satisfied, whichever occurs earlier. Execution date is the date the State signs this Grant Agreement.

3. GRANT AMOUNT. The maximum amount payable by the State under this Grant Agreement shall not exceed $6,300,000.

4. GRANTEE'S RESPONSIBILITY. Grantee and its representatives shall:
a) Faithfully and expeditiously perform or cause to be performed all project work as described in Exhibit A (Work Plan) and in accordance with Exhibit B (Budget) and Exhibit C (Schedule). b) Accept and agree to comply with all terms, provisions, conditions, and written commitments of this Grant Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and statements made by Grantee in the application, documents, amendments, and communications filed in support of its request for Water Quality, Supply and Infrastructure Improvement, Act of 2014 financing. c) Comply with all applicable California laws and regulations. d) Implement the project in accordance with applicable provisions of the law. e) Fulfill its obligations under the Grant Agreement, and be responsible for the performance of the project.

5. BASIC CONDITIONS. State shall have no obligation to disburse money for project under this Grant Agreement until Grantee has satisfied the following conditions (if applicable):
a) Grantee must demonstrate the groundwater compliance options set forth on pages 11 and 12 of the IRWM Program Guidelines, dated July 2016 are met. b) Grantee submits deliverables as specified in Paragraph 15 of this Grant Agreement and in Exhibit A.
c) Prior to the commencement of construction or implementation activities, Grantee shall submit the following to the State for each project:
1) Final plans and specifications certified by a California Registered Professional (Civil Engineer or Geologist, as appropriate) for the approved project as listed in Exhibit A of this Grant Agreement.

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2) Environmental Documentation:

GrantAgreementNo.4600011889

i) Grantee submits to the State all applicable environmental permits, ii) Documents that satisfy the CEQA process are received by the State, iii) State has completed its CEQA compliance review as a Responsible Agency, and iv) Grantee receives written concurrence from the State of Lead Agency's CEQA documents and State notice of verification of environmental permit submittal.

State's concurrence of Lead Agency's CEQA documents is fully discretionary and shall constitute a condition precedent to any work (i.e., construction or implementation activities) for which it is required. Once CEQA documentation has been completed, State will consider the environmental documents and decide whether to continue to fund the project or to require changes, alterations or other mitigation. Grantee must also demonstrate that it has complied with all applicable requirements of the National Environmental Policy Act by submitting .copies of any environmental documents, including environmental impact statements, Finding of No Significant Impact, and mitigation monitoring programs as may be required prior to beginning construction/implementation.

6. DISBURSEMENT OF FUNDS. State will disburse to Grantee the amount approved, subject to the . availability of funds through normal State processes. Notwithstanding any other provision of this Grant Agreement, no disbursement shall be required at any time or in any manner which is in violation of, or in conflict with, federal or state laws, rules, or regulations, or which may require any rebates to the federal government, or any loss of tax-free status on state bonds, pursuant to any federal statute or regulation.

7. ELIGIBLE PROJECT COST. Grantee shall apply State funds only to Eligible Project Costs in accordance with applicable provisions of the law." Work performed on the project after January 22, 2016, shall be eligible for reimbursement.

Costs that are not eligible for reimbursement include, but are not limited to the following items:
a) Operation and maintenance costs, Purchase of equipment that is not an integral part of a project.
b) Establishing a reserve fund.
c) Purchase of water supply.
d) Replacement of existing funding sources for ongoing programs. e) Support of existing agency requirements and mandates (e.g., punitive regulatory agency requirement).
f) Purchase of land in excess of the minimum required acreage necessary to operate as an integral part of a project, as set forth and detailed by engineering and feasibility studies. g) Payment of principal or interest of existing indebtedness or any interest payments unless the debt is incurred after execution of this Grant Agreement, the State agrees in writing to the eligibility of the costs for reimbursement before the debt is incurred, and the purposes for which the debt is incurred are otherwise eligible costs. However, this will only be allowed as Grantee Cost Share (i.e., Funding Match).
h) Payment of stipends
i) Application preparation costs for other funding opportunities not consistent with IRWM. j) Meals not directly related to travel.
k) Acquisition of real p_roperty (land or easements).

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I) Overhead not directly related to the project.

8. METHOD OF PAYMENT.

Grant Agreement No.4600011889
Page3 o/32
a) Reimbursement - Submit a copy of invoice for costs incurred and supporting documentation to the DWR Project Manager via Grant Review and Tracking System (GRanTS). Additionally, the original invoice form with signature and date (in ink) of Grantee's Project Representative, as indicated on page 8 of this Grant Agreement, must be sent to the DWR Project Manager for" approval. Invoices submitted via GRanTS shall include the following information:
1) Costs incurred for work performed during the period identified in the particular invoice. 2) Invoices shall be submitted on forms provided by State and shall meet the following format requirements:
i) Invoices must contain the date of the invoice, the time period covered by the invoice, and the total amount due.
ii) Invoices must be itemized based on the categories (i.e., tasks) specified in Exhibit B. The amount claimed for salaries/wages/consultant fees must include a calculation formula (i.e., hours or days worked times the hourly or daily rate= the total amount claimed). iii) Sufficient evidence (e.g., receipts, copies of checks, time sheets) as determined by the State must be provided for all costs included in the invoice. iv) DWR Project Manager will notify Grantee, in a timely manner, when, upon review of an invoice, the State determines that any portion or portions of the costs claimed are not eligible costs or are not supported by documentation or receipts acceptable to State.

Grantee may, within thirty (30) calendar days of the date of receipt of such notice, submit additional documentation to State to cure such deficiency(ies). After the disbursement requirements in Paragraph 5 "Basic Conditions" are met, State will disburse the whole or portions of State funding to Grantee, following receipt from Grantee via U.S. mail or Express mail delivery of a "wet signature" invoice for costs incurred, and timely Quarterly Progress Reports as required by Paragraph 15 "Submission of Reports." Payment will be made no more frequently than monthly, in arrears, upon receipt of an invoice bearing the Grant Agreement number.

9. WITHHOLDING OF DISBURSEMENTS BY STATE. If State determines that a project is not being implemented in accordance with the provisions of this Grant Agreement, or that Grantee has failed in any other respect to comply witb the provisions of this GLOnt Agreement, Ond if Grantee does not remedy any such failure to State's satisfaction, State may withhold from Grantee all or any portion of the State funding and take any other action that it deems necessary to protect its interests. Where a portion of the State funding has been disbursed to the Grantee and State notifies Grantee of its decision not to release funds that have been withheld pursuant to Paragraph 10, the portion that has been disbursed shall thereafter be repaid immediately with interest at the California general obligation bond interest rate at the time the State notifies the Grantee, as directed by State. State may consider Grantee's refusal to repay the requested disbursed amount a contract breach subject to the default provisions in Paragraph l 0, "Default Provisions." If State notifies Grantee of its decision to withhold the entire funding amount from Grantee pursuant to this paragraph, this Grant Agreement shall terminate upon receipt of such notice by Grantee and the State shall no longer be required to provide funds under this Grant Agreement and the Grant Agreement shall no longer be binding on either party. l 0. DEFAULT PROVISIONS. Grantee and any Local Project Sponsor receiving grant funding through this Grant Agreement will be in default under this Grant Agreement if any of the following occur:

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Grant Agreement No. 460001]889
Page4 o/32
a) Substantial breaches of this Grant Agreement, or any supplement or amendment to it, or any other agreement between Grantee and State evidencing or securing Grantee's obligations. b) Making any false warranty, representation, or statement with respect to this Grant Agreement or the application filed to obtain this Grant Agreement. c) Failure to operate or maintain project(s) in accordance with this Grant Agreement (Paragraph 16).
d) Failure to make any remittance required by this Grant Agreement. e) Failure to comply with Labor Compliance Program requirements (Paragraph 14). f) Failure to submit timely progress reports.
g) Failure to routinely invoice State.
h) Failure to meet any of the requirements set forth in Paragraph 11. "Continuing Eligibility." Should an event of default occur, State shall provide a notice of default to the Grantee and shall give Grantee at least ten ( 1 O) calendar days to cure the default from the date the notice is sent via first-class mail to the Grantee. If the Grantee fails to cure the default within the time prescribed by the State, State may do any of the following:
1) Declare the funding be immediately repaid, with interest, at the California general obligation bond interest rate at the time the State notifies the Grantee of the default. 2) Terminate any obligation to make future payments to Grantee. 3) Terminate the Gran_t Agreement.
4) Take any other action that it deems necessary to protect its interests.

In the event State finds it necessary to enforce this provision of this Grant Agreement in the manner provided by law, Grantee agrees to pay all costs incurred by State including, but not limited to, reasonable attorneys' fees, legal expenses, and costs.

11. CONTINUING ELIGIBILITY. Grantee must meet the following ongoing requirement(s) to remain eligible_ to receive State funds:
a) An urban water supplier that receives grant funds governed by this Grant Agreement shall maintain compliance with the Urban Water Management Planning (UWMP) Act (Water Code § 10610 et seq.) and Sustainable Water Use and Demand Reduction, Part 2.55 of Division6 (Water Code § 10608 et seq.) by doing the following:
1) Have submitted their 2015 UWMP and had it deemed consistent by DWR. For more information, visit the following website:
http://www.water.ca .gov /urbanwatermanagement.
2) By July 1, 2016, all urban water suppliers must have submitted documentation that demonstrates they are meeting the 2015 interim GPCD target. If not meeting the interim target, also include a schedule, financing plan, and budget for achieving the gallons per capita per day (GPCD) target, as required pursuant to Water Code § 10608.24. Starting June 30, 2017, those urban water suppliers that did not meet their 2015 GPCD target must also submit, by June 30, annual reports that include a schedule, financing plan, and budget for achieving the GPCD target (Water Code§ 10608.24). b) An agricultural water supplier receiving grant funding must:

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Grant Agreement No.4600011889