Santa Ana City Council
March 21, 2023

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CONSULTANT AGREEMENT

CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 7th day of March, 2023 by and between Dudek (“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. On September 23, 2021 the City issued a Request for Proposal (“RFP”) No. 21-105, by which it desired to retain a consultant having special skill and knowledge in the field of Environmental Services on an “on-call” basis for the City’s Public Works Agency.

B. Consultant submitted a responsive proposal that was among those selected by the city.

Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 21-105.

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
During the term of this Agreement, Consultant shall perform all tasks, services, and obligations described in the scope of work section included within RFP No. 21-105, including providing all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the “Scope of Services”, which was included in RFP 21-105 and is attached hereto and fully incorporated herein by this reference as Exhibit A, and as more specifically set forth in Consultant’s proposal (excluding fee and cost proposal and resumes), which is attached hereto and fully incorporated herein by this reference as Exhibit B.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant’s Fee Proposal, which is attached hereto and fully incorporated herein by this reference as Exhibit C. Consultant is one of three (3) separate consultants selected to provide services on an on-call basis under RFP 21-105. The total compensation for services provided by all consultants selected under RFP 21-105 shall not exceed the shared aggregate amount of $1,500,000.00 during the term of this Agreement, including any extension periods as set forth in Section 3, below.

EXHIBIT 5
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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on March 7, 2023 for a three (3) year term and end on March 6, 2026, with the option for the City to grant up to two (2), 1-year extensions, 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 contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

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

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

6. INSURANCE
a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this Section. In City Council 16 – 272 3/21/2023

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addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as:
(i) 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 aggregate limit 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.
(ii) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (iii) Workers’ Compensation insurance 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.
(iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (v) If the Consultant 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 Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.
c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) 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 Consultant 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 Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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(ii) Primary Coverage. For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance 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 Consultant’s insurance and shall not contribute with it.
(iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.
(iv)Waiver of Subrogation. Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to 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.
(v) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant 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.
(vi)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. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
• The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
• Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
• 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

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(viii) Verification of Coverage. Consultant 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 Consultant’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. (ix)Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors.
(x) 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.

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 Consultant, 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 Consultant’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 Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ City Council 16 – 275 3/21/2023

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letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

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

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

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

12. 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 City Council 16 – 276 3/21/2023

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

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

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

16. 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 City Council 16 – 277 3/21/2023

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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 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:

Jennifer L. Hall
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:

Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
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To Consultant:

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.

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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Joseph Monaco
President & CEO
Dudek
27372 Calle Arroyo
San Juan Capistrano, CA 92675
Fax: 949.450.2525
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF SANTA ANA AND DUDEK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Kristine Ridge
Clerk of the Council City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONSULTANT:

City Attorney
By:

Jonathan T. Martinez
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

Nabil Saba
Executive Director,
Public Works Agency
Joseph Monaco
President & CEO of Dudek
DocuSign Envelope ID: 60B859FE-A779-4CCB-B282-B98F6EA87CC7 City Council 16 – 280 3/21/2023

EXHIBIT A

SCOPE OF SERVICES
City Council 16 – 281 3/21/2023
City of Santa Ana RFP 21-105
Page A1-1
Appendix
ATTACHMENT 1

SCOPE OF WORK

CITY OF SANTA ANA

REQUEST FOR PROPOSALS
FOR

ON-CALL ENVIRONMENTAL CONSULTING SERVICES
RFP NO. 21-105

INTRODUCTION/PROJECT BACKGROUND
The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Environmental Consulting firms to provide Environmental Services for the City of Santa Ana Public Works Agency on an as-needed basis. From the proposals received, it is the City’s goal to select up to three (3) firms. The City will enter into separate agreements with each firm for an aggregate not to exceed amount of $2,000,000. Work will be assigned by Contract Task Order (CTO). As tasks are identified, they will be distributed amount the firms based upon their ability to perform the required work within the project schedule and budget constraints.

DESCRIPTION OF WORK
The Consultant shall provide services under the direction of City staff. The Consultant will be expected to provide an experienced, educated and professional team, who’s Project Manager and staff shall be responsive and maintain excellent working relationships with City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and up-to-date with federal, state and local regulations, policies and procedures as they pertain to CEQA and NEPA services provided.

Consultant services will include preparation, distribution and filing of environmental noticing, documents, preparation of studies and technical reports, including but not limited to the following:
• Initial Study • Noise Impact Study
• Notice of Exemptions • Biological Studies
• Negative Declaration • Cultural Resources Study
• Mitigated Negative Declaration • Geological/Soil Study • Notice of Preparation • Hydrology/Water Quality Study • Notice of Intent • Water Assessment Study
• Notice of Availability • Mineral Resources Study
• Notice of Determination • Utility/Sewer Study
• Environmental Impact Report • Traffic Study
• Environmental Assessment • Mitigation Monitoring Program • Environmental Impact Statement • Preparation of Response to Comments • Categorical Exclusion • Preparation of Statement of
City Council 16 – 282 3/21/2023
City of Santa Ana RFP 21-105
Page A1-2
Overriding Considerations
• Preliminary Environmental Study • FAA and ALUC Required • Historic Records Search • Public Outreach
• Environmental Certification Form • Preliminary Engineering as required to support environmental analyses.
• Air Quality Study • On-call staff consulting
Consultant services will also include attendance at appropriate City Commission, City Council, community, and other designated meetings as deemed necessary.

PAYMENT AND INVOICING:

Selected Consultant shall invoice the City Based on time and material according to the City’s standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until completed Project has been accepted by the City.

SPECIAL REQUIREMENTS (ATTACHMENT 4)
This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal:
• LAPM Exhibit 10-H: Sample Cost Proposal
• LAPM Exhibit 10-O1: Consultant Proposal DBE Commitment • LAPM Exhibit 10-O2: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package)
Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms:https://dot.ca.gov/-/media/dot-media/programs/local-assistance/documents/lapm/ch10.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY:

This agreement may be funded with state and/or federal grant funds administered by Caltrans.

Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H – Sample Cost Proposal (H2 for On-Call Contracts) in the Appendix of this RFP.

DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL:

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City of Santa Ana RFP 21-105
Page A1-3
The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I – Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-O1 & 10-O2 – Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency’s DBE goal.

CONSULTANT AUDIT AND REVIEW PROCESS:

The selected Consultant(s) shall complete Exhibit 10-K – Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub-consultants in the Appendix of this RFP.

To independently download any of the Caltrans Exhibits required per this RFP, visit:
https://dot.ca.gov/programs/local-assistance/forms/local-assistance-procedures-manual-forms City Council 16 – 284 3/21/2023

EXHIBIT B
CONSULTANT’S PROPOSAL
(exclusive of fee proposal and resumes)
City Council 16 – 285 3/21/2023

PROPOSAL

ON-CALL ENVIRONMENTAL

SERVICES

CITY OF SANTA ANA
OCTOBER 21, 2021
27372 Calle Arroyo / San Juan Capistrano, CA 92675 / 949.450.2525 City Council 16 – 286 3/21/2023 City Council 16 – 287 3/21/2023
On-Call Environmental Services RFP# 21-105 1

STATEMENT OF QUALIFICATIONS
Cover Letter
October 21, 2021
City of Santa Ana
Attn.: Sean Thomas
Public Works Agency; M-36
20 Civic Center Plaza; 3rd Floor Reception, Ross Annex
Santa Ana, CA 92701
Subject: On-Call Environmental Services RFP# 21-105
Dear Mr. Thomas,
Providing the City of Santa Ana (City) with successful environmental consulting services requires an understanding of local regulatory compliance and resource issues—an understanding used thoughtfully and precisely to balance concurrent environmental analyses and project reviews. Dudek has provided environmental services throughout Orange County (County) for more than 20 years. We propose our full breadth of services for all three areas listed in this Request for Proposals (RFP), (i.e., 1) Environmental Services, 2) Technical Studies, and 3) Staffing Services). As an on-call consultant, we offer the City the following strengths:

Recognized On-Call Experts with Local Experience. We specialize in providing on-call environmental and planning services to California municipalities. Locally, we hold on-call contracts with the County and the Cities of Irvine, Anaheim, and San Clemente. We will provide the City’s decision makers with the necessary information to comprehend each development application and work seamlessly with City staff to process all sizes and types of projects. Dudek has successfully completed more than 3,200 California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA), and state and federal environmental regulation documents for projects throughout California.

We will leverage our in-house technical experts when producing the required technical reports to save the City time and money.

Responsive Project Management. Project Manager Rachel Struglia, PhD, AICP has prepared numerous CEQA documents for both municipal and private projects. Her experience and local knowledge will allow her to prepare environmental documents that meet City standards and expectations. She will manage this project from our office in San Juan Capistrano, with support from our Encinitas and Pasadena offices.

Diverse Technical Specialties. As a midsized firm, Dudek is small enough for project managers to make nimble decisions, quickly draw from our pool of technical resources, and stay engaged with you from start to finish. But we are large enough that our diverse staff can tackle a spectrum of environmental and planning challenges. Team leaders can quickly mobilize the right technical experts for a project, drawing from a deep bench of professionals is available for this contract. Our analysts City Council 16 – 288 3/21/2023
On-Call Environmental Services RFP# 21-105 2
conduct research and other tasks supervised by senior staff, providing a cost-effective approach while maintaining high-quality products. In addition, Dudek can assist the City with various grant opportunities to secure project funding.

We look forward to continuing our productive working relationship with the City. If you have any questions, please contact Dr. Struglia at 949.373.8318 or [email protected]. This proposal is valid for 180 days after submission.

Sincerely,
__________________________________ _____________________________________ Joseph Monaco Rachel Struglia
President and CEO Project Manager
[email protected] [email protected]
Joseph Monaco is authorized to sign on behalf of Dudek.

Contract Agreement Statement
Dudek has reviewed the City’s Attachment 2 Sample Agreement included in the RFP and we concur with the provisions contained therein if selected.

Dudek proposes the following suggested changes to the contract:
▪ Section 9: Dudek requests the following sentence be added to the end of paragraph:
"Notwithstanding the foregoing, with respect to any professional liability claim or lawsuit, this indemnity does not include providing the primary defense of City, provided, however, Consultant shall be responsible for City’s defense costs to the extent such costs are incurred as a result of Consultant’s negligence, recklessness or willful misconduct." Firm and Team Experience
The Dudek Advantage
Dudek assists municipalities on a broad range of projects that improve California’s communities, infrastructure, and natural environment. From planning, design, and permitting through construction, we move projects through the complexities of regulatory compliance, budgetary and schedule constraints, and conflicting stakeholder interests. We have a long history of providing environmental services to municipalities in Orange County (County) and know the local environmental resources and agency policies pertaining to resource management,
development impact assessment, and mitigation.

With more than 70 successful on-call Southern California municipal contracts, Dudek has built a reputation for providing Dudek at a Glance
▪ Multidisciplinary
environmental and
engineering services
▪ 700+ employees
▪ 16 offices
▪ Founded in 1980;
employee-owned
▪ Top 125 U.S. Environmental
Firms (Engineering
News-Record)
▪ 92% rating for reliability,
timeliness, and
responsiveness (Dun &
Bradstreet, 2016)
▪ More than 160 on-call
environmental contracts
throughout California
City Council 16 – 289 3/21/2023
On-Call Environmental Services RFP# 21-105 3
exemplary supplementary environmental, planning, regulatory, engineering, construction management, operations, and funding expertise, offering municipalities a cost-effective way to accomplish short- and long-term goals. Dudek’s project managers are empowered to make nimble decisions and quickly draw from our pool of technical experts, including the following:
▪ California Environmental Quality Act/National
Environmental Policy Act (CEQA/NEPA) specialists
▪ Land use planners certified by the American Institute of Certified Planners
▪ California Department of Fish and Wildlife (CDFW)- and U.S. Fish and Wildlife (USFWS)-certified biologists
▪ Registered professional archaeologists
▪ Registered landscape architects
▪ Certified arborists and foresters
▪ Noise and air quality specialists
▪ Certified geographic information system (GIS)
professionals
▪ Certified hydrogeologists
▪ Licensed geologists
▪ Licensed professional engineers
▪ Licensed contractors
We will expand the City’s ability to tackle more projects with our skilled staff and will expedite complex project processing by leveraging our long-standing relationships with regulatory agencies. We will integrate into your team in the most seamless and productive way possible, mobilizing specialized technical professionals quickly to meet City project needs.

Environmental Services

CEQA/NEPA
Dudek has one of California’s largest, most experienced teams for CEQA and NEPA document preparation. Our environmental planners have prepared and processed more than 3,200 CEQA/NEPA documents for a variety of large and small development, restoration, and conservation projects throughout the state.

Dudek’s environmental experts work collaboratively with clients; local, regional, state, and federal agencies; and the public to clearly define project objectives, address concerns, and outline appropriate processes. We apply practical CEQA/NEPA knowledge to comply with current laws, regulations, and case law. Our planners help clients creatively solve regulatory challenges within financial and scheduling constraints.

We produce complete CEQA/NEPA documents done right the first time. Our environmental planners work with our in-house technical publications editors and graphic designers to prepare high-quality documents that are clearly organized and easily interpreted by the public, agencies, and individuals responsible for future project development.

Dudek Services
▪ Agency Permitting
▪ Biological Surveys
and Monitoring
▪ CEQA/NEPA Compliance
▪ Coastal Planning/Permitting
▪ Cultural Resources
▪ Civil Engineering
▪ Construction Management
▪ Environmental Planning
▪ Habitat Restoration and
Management
▪ Hazardous Materials Testing
▪ Hydrology
▪ Urban Forestry
▪ Wildfire Protection Planning
▪ Water Conservation Planning
▪ Water Infrastructure Planning
and Design
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We efficiently coordinate and prepare reports by utilizing our in-house technical experts. Our team expedites complex project processing by designing and maintaining realistic document schedules, adhering to consistent communication protocols, leveraging our longstanding agency relationships, and anticipating potential issues as soon as possible.

Technical Studies
Historical Resources Assessments
Dudek’s built environment team is led by experienced architectural historians and historic preservation experts specializing in historic resource significance evaluations in consideration of the National Register of Historic Places, the California Register of Historical Resources, and local-level evaluation criteria and integrity requirements.

Our team has conducted thousands of historical resource evaluations and developed detailed historic context statements for a multitude of property types and architectural styles, including private residential, commercial, transportation, industrial, educational, medical, ranching, mining, airport, and cemetery properties, as well as a variety of engineering structures and water conveyance resources.

They also provided expertise on numerous projects requiring conformance with the Secretary of the Interior’s Standards for the Treatment of Historic Properties, served as third-party review consultants, and served as expert witnesses in legal proceedings.

Cultural and Tribal Cultural Resources Studies
Dudek’s cultural resources staff have more than 20 years’ experience directing and executing all phases of cultural resources investigations, including surveys, significance determinations, and data recovery mitigation programs. Our professionals have the expertise and capability to fulfill on-call services of any scope and size in any jurisdiction. Their capabilities include constraints/feasibility analyses, literature overviews and archival research, predictive modeling, field inventories, archaeological sampling, significance and eligibility evaluations, data recovery, monitoring and compliance oversight, mitigation implementation, historical studies, landscape studies, Native American consultation and ethnography, preservation planning, custom GIS-based data management applications, and CEQA/National Historic Preservation Act documentation.

Biological Resources Assessments
Dudek’s biologists work and consult regularly with the USFWS, U.S. Army Corps of Engineers, CDFW, and Regional Water Quality Control Board to obtain project-specific permits that keep projects on schedule and in compliance. Our staff includes experts in botany, mammalogy, herpetology, entomology, ornithology, habitat assessment and mapping, spatial analysis, and habitat and wetlands restoration.

Our biological team has surveyed and tracked wildlife movement throughout the County. We have state and federal permits for surveying, banding, and trapping numerous threatened or endangered wildlife species, listed plant species, and many other species. Our biologists also have extensive experience with a range of listed and unlisted special-status plant species.

Air Quality and Greenhouse Gas Emissions Studies
Dudek environmental planners and engineers have prepared air quality impact analyses for construction and operation of facilities and public infrastructure projects throughout California. Dudek is familiar with the California Emissions Estimator Model (CalEEMod) and tailors significance conclusions City Council 16 – 291 3/21/2023
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to meet the needs of the lead agency. In tune with regulatory changes, Dudek develops and refines appropriate approaches to global climate change analysis.

Noise Impact Studies
Dudek guides land developers, engineers, architects, and public agencies through noise-control regulation compliance to cost-effectively plan technically sound acoustic designs into their projects.

Dudek acousticians conduct noise assessment studies and design effective mitigation or control strategies; assist with criteria selection and design solutions for noisy construction and operational equipment during project planning; and assist with all types of architectural acoustics. Specific areas of expertise include CEQA/NEPA environmental noise studies; environmental/community noise and vibration studies; and mechanical/heating, ventilation, and air conditioning systems noise and vibration control recommendations.

Hazardous Materials and Environmental Site Assessments
Dudek prepares Phase I and Phase II environmental site assessments to evaluate potential environmental/hazardous waste liabilities associated with project sites. We also prepare reports outlining the presence of underground storage tanks and other hazardous material storage units.

Dudek is knowledgeable about the latest treatment technologies, and we are expert at methane mitigation. Our team assesses and distinguishes between geologic and soil hazards addressed by the California Building Code and local regulations. We also assess hazards that are significant under CEQA. Dudek staff have expertise in underground storage tank removals and in-field hazardous materials removal.

Hydrogeology and Water Quality Studies
The Dudek team performs hydrologic, hydraulic, and water quality analysis to support a broad range of permitting efforts, including Clean Water Act 401/402/404 permits and CDFW 1600 permits. Dudek engineers, hydrologists, hydrogeologists, landscape architects, and planners provide proven and complete stormwater, surface water, and groundwater quality resource services in house. This allows the Dudek team to coordinate planning, design, and project implementation in a timely and costeffective manner. Dudek hydrogeologists can assist with development of project design features; water quality impact assessment; and conformance with state, regional, and local regulations. Dudek is familiar with local water quality parameters and understands the relevance of applicable regional, state, and federal regulations.

Urban Forestry and Arborist Studies
Our urban forestry team is one of the most diverse and experienced in the state. We have decades of experience working throughout California on various street tree and urban forest projects. We also have extensive experience assisting municipalities with on-call arboricultural consulting and technical services to augment staff expertise or provide additional support. Our urban forestry and arboriculture professionals’ varied backgrounds and expertise provide a well-rounded perspective and proven techniques for urban forest assessment, mapping, and management. We also offer fire protection planning expertise to augment our forest management assessments and planning.

We analyze project impacts to native oak trees, stands, and woodlands; determine which trees can be preserved and which will require removal; and develop ecologically sensitive oak mitigation plans.

Additionally, we have extensive experience creating and/or reviewing oak- and scrub oak-related arborists’ reports.

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Water Supply Assessments and Utility/Sewer Studies
Dudek will evaluate potential impacts to public services and utilities, and we will estimate any increases in water supply demand, wastewater generation, solid waste generation, and public service demands, utilizing available projection factors, infrastructure master plan documents, urban water management plans, or other existing documentation, as well as personal communication with these organizations.

Transportation Planning and Traffic Studies
Successful transportation planning, assessment, and design require in-depth understanding of evolving technology and an ever-changing regulatory landscape. Our certified transportation planners and professional engineers understand the latest transportation regulations, and implement best practices to help you develop or adapt projects to maximize your budgets and minimize potential impacts. We provide technical transportation planning, traffic impact assessment, engineering design, CEQA and NEPA expertise, quantifying project effects using the appropriate metrics and methods for project-specific concerns.

We help you tackle short- and long-term transportation
challenges, whether they relate to capital projects, programs, or long-range plans.

We prepare vehicle miles traveled (VMT) analysis per Senate Bill 743 and the recently updated CEQA guidelines, as well as, determine appropriate significance criteria for transportation impacts. Dudek’s transportation staff utilizes region and project specific analysis methodologies including travel demand models (i.e., trip based model, tour based models), sketch models (i.e., CalEEMod, Sketch 7, UrbanFootprint, MXD), and spreadsheet models (i.e., VMT calculator, VMT estimator); research into regional or local transportation plans and policies; and, trip characteristic data and travel surveys (e.g., California Household Travel Survey), to calculate and estimate VMT. For significant VMT impacts found, Dudek can identify feasible mitigation measures such as Transportation Demand Management strategies (e.g., land use/location, site enhancements, parking policies, commute trip reductions programs) that could reduce VMT to meet regional goals or standards. Our experienced in-house transportation and air quality experts work handin-hand to guide projects through VMT analysis under Senate Bill 743, saving our clients time and money by providing multiple services under one roof.

Our transportation planners and engineers also assess traffic operations to verify efficient and safe mobility for all modes of motorized and non-motorized travel. Dudek uses the Highway Capacity Manual and Intersection Utilization Capacity (ICU) methodologies to analyze traffic operations on street networks. In addition, Dudek provides analysis of site access and circulation design as well as adequacy of on-site parking through parking demand studies.

Further supporting our transportation efforts is CR Associates (CRA). CRA has established itself over the past 10 years as a trusted transportation planning and engineering firm that is committed to planning transportation systems and identifying mobility improvements that create and support vibrant and sustainable communities. They have consistently demonstrated expertise in conducting accurate Transportation Specialities
▪ Multi-Model Planning
Analyses
▪ Complete Streets
Consultation
▪ General Plan/Master Plan
Studies
▪ Specific Plan Studies
▪ Traffic Planning/Operations
Studies
▪ Site Access and Circulation
Studies
▪ Traffic Signal Design
▪ Traffic Singing and Stripping
Design
▪ Construction Zone Traffic
Control Plans
▪ Preliminary/Conceptual
Engineering
▪ Parking Design and Planning
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analyses and evaluations, and in making the critical decisions required to move projects and plans forward with successful resolution of key issues. CRA provides a fully multimodal approach, building upon the multi-dimensional experiences of its staff, along with its dedication to serving the full range of client needs. Additionally, they have delivered numerous active transportation plans, multimodal mobility studies, and circulation elements to jurisdictions and communities across the Southwest United States.

Grant Writing and Support, Grant Funding Research, and Proposal Development Dudek’s grant writing experts assist agencies in identifying appropriate grant opportunities for their projects. Using a targeted approach, we analyze project objectives, match goals to opportunities, and employ a “writing-to-win” approach. We understand that successful grant funding consists of two-thirds planning and one-third writing. We assist with fund disbursement and reporting compliance, allowing our clients to focus on project implementation, while we complete administrative tasks.

Our team provides a full range of grant administration services, including developing project- and grant/loan-specific templates and forms; generating materials packages and documents for agency review and processing; negotiating favorable grant terms and/or extensions, when needed; and coordinating with project proponents to submit necessary grant reimbursement materials.

Our Team
The Dudek team, as displayed in Figure 1, provides a strong background of local experience specifically applicable to the City’s needs. All team members can commit substantial effort to the task when it is necessary for the success of a project. In the event that Project Manager, Dr. Struglia is not available for any reason, Patrick Cruz can be expected to assume the role of Dudek point of contact.

In addition to our team’s firm-wide experience, each member of our proposed project team has expertise that will facilitate knowledgeable and thorough work for all project tasks. Table 1 provides a brief biography for each key team member, and full resumes for the entire team can be found in Appendix A.

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Figure 1. Dudek Team Organization
Table 1. Key Personnel Qualifications
Name/Role Education &
Certifications
Qualifications
Rachel Struglia, PhD,
AICP,
Project Manager
Availability: 50%
University of California,
Irvine
PhD, Environmental
Analysis and
Design
Arizona State University
MS, Justice Studies
Rachel Struglia is a principal and project manager
with 23 years’ experience preparing California
Environmental Quality Act (CEQA)/National
Environmental Policy Act (NEPA) documents in
both the public and private sectors. Dr. Struglia is
experienced in managing CEQA documents for
large infrastructure projects and has completed
program environmental impact reports (PEIRs) for
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Table 1. Key Personnel Qualifications
Name/Role Education &
Certifications
Qualifications
University of
Connecticut
BA, Anthropology
University of California,
Riverside, Extension
Certificate in
Educational Facilities
Planning
American Institute of
Certified Planners
(AICP)
Metropolitan Water District, Orange County
Sanitation District, Riverside County Community
College District, North Orange County Community
College District, and Coast Community College
District (CCCD). She has also managed general
plan environmental impact reports (EIRs) and
specific plans, as well as infill, residential,
commercial, industrial, and school EIR projects.

Dr. Struglia leads Dudek’s CEQA practice in
Orange County and has the role of statewide water
sector leader. In this role, Dr. Struglia focuses on
infill development, retail redevelopment projects,
school projects, and water infrastructure projects,
including regional conveyance and groundwater
recharge projects, recycled water projects, and
water treatment projects.

Natalie Smith,
Environmental Task
Leader
Availability: 60%
Duke University MEM,
Environmental
Leadership 2013
Manchester
Metropolitan University,
Institute of Place in
Management
Certificate, Place
Management. 2013.

Duke University,
Executive Education
Program Certificate,
NEPA. 2011
New Mexico Institute of
Mining and Technology
BS, Environmental
Science with Biology
CITI Certification for
Protection of Human
Research Subjects,
2014
Australian Institute of
Petroleum Certification
Natalie Smith is a senior environmental project
manager with 20 years’ experience throughout the
southwestern United States, Australia, and the
South Pacific Islands. She has extensive
experience working on a broad range of complex
and highly controversial environmental issues,
specializing in water/wastewater infrastructure,
environmental compliance, and natural resource
management in the private, public and non-profit
sectors. Ms. Smith has worked alongside
engineers to determine project feasibility and cost,
formulate project alternatives, conduct
environmental review, and secure permits for a
variety of capital improvement, infrastructure, and
resource management projects. She has prepared
and managed complex multidisciplinary technical
analyses in compliance with the CEQA, NEPA,
FERC, CERCLA, RCRA, the federal and California
Endangered Species Acts, Section 401, 402, and
404 of the Clean Water Act, Sections 10 and 14 of
the Rivers and Harbors Act, Safe Drinking Water
Act, and other state and federal regulations.

Alex Hardy,
Environmental Task
Leader
Availability: 40%
San Francisco State
University
MA, History
(Environmental and
Urban History
emphasis)
Alex Hardy is an environmental project manager
with 17 years’ experience as a researcher and
author, project manager, program manager,
quality-control reviewer, and strategy advisor. Mr.

Hardy has extensive experience preparing the full
spectrum of the CEQA documents for local
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Table 1. Key Personnel Qualifications
Name/Role Education &
Certifications
Qualifications
University of California,
Berkeley
BA, History
jurisdictions, public agencies, and private
developers. Mr. Hardy has served as
environmental program manager and task order
manager for the San Diego County Water
Authority, working on all aspects of environmental
review and compliance with that organization’s
Water Resources Division. He has also overseen
environmental review for various utility projects,
including electrical transmission upgrades, pipeline
work, and water wells for San Diego Gas and
Electric and the City of Vista, as well as the Otay
Water District.

Patrick Cruz,
Environmental Task
Leader
Availability: 60%
University of California,
Santa Barbara
BA, Environmental
Studies
BA, Geography (GIS
emphasis)
Patrick Cruz is an environmental analyst with a
strong foundation in urban and regional planning
and CEQA/NEPA compliance. Mr. Cruz specializes
in environmental impact analysis and provides
analytical support and project management
assistance to senior staff for a variety of projects
throughout Southern California. He has experience
with both public and private projects ranging from
education projects specific plans, development
projects, renewable energy development, and
water and wastewater infrastructure
Andrew Talbert, AICP,
Environmental Task
Leader
Availability: 40%
University of California,
San Diego
BA, Environmental
Systems Policy
American Institute of
Certified Planners
(AICP)
Andrew Talbert is an environmental planner with 7
years’ experience in environmental analysis and
the application of CEQA/NEPA through the
preparation of environmental documentation. Mr.

Talbert has served as project manager and primary
author for environmental documents for numerous
projects throughout San Diego County and
Southern California. Clients consist of public and
private entities, and project experience includes
residential Specific Plans, development projects,
transportation improvements, and water and
wastewater infrastructure
Jason Reynolds,
Transportation/Caltrans
Task Lead
Availability: 30%
California Polytechnic
State University, San
Luis Obispo
BS, City and Regional
Planning,
Jason Reynolds is Dudek’s Transportation Sector
Market Leader and a Senior CEQA/NEPA Project
Manager with 25 years’ experience with
environmental management for transportation
systems. Mr. Reynolds’ experience includes
conducting and managing joint CEQA/NEPA
based delivery across a broad range of project
types at differing scales and complexities. He has a
diverse range of project experience, including local
roadway improvements, interchanges, grade
separations, bridges, freeway decking/capping, bus
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Table 1. Key Personnel Qualifications
Name/Role Education &
Certifications
Qualifications
rapid transit (BRT), light rail, passenger rail, highspeed rail, and major transportation corridors. Mr.

Reynolds successfully guides projects from
inception, through the bid and award process, into
construction. In addition, Mr. Reynolds is
knowledgeable about all Caltrans policies and
procedures, as a former District 11 Environmental
Division Branch Chief with 9 years’ experience
working for Caltrans. He has applied his
institutional knowledge and understandings of the
Caltrans project development process to leverage
and facilitate delivery of comprehensive services
on numerous related projects.

Phuong Nguyen, PE,
Traffic Consultant
Availability: 35%
San Diego State
University
BS, Civil Engineering
Phuong Nguyen has 14 years of experience
providing engineering services to the transportation
industry. He has been responsible for project and
task management on a number of efforts ranging
from parking plans, traffic operations, microsimulation, peer review, and transportation impact analysis to conceptual engineering. Phuong is very
experienced in the application of transportation
planning and traffic engineering analysis software,
such as VISSIM, Synchro/SimTraffic,Vistro, Traffix,
Highway Capacity Software (HCS), Complete
Street Level of Service (CSLOS), Rodel
Roundabouts, and SANDAG MXD method & tool
for Smart Growth Trip Generation.

Jessica Padilla Bowen,
Outreach
Availability: 25%
San Diego State
University, San Diego
Master of Public
Administration
Occidental College, Los
Angeles
BA, Theater &
Economics
Ms. Padilla Bowen joined KPA in 2020, bringing
with her more than 20 years of experience in
government and nonprofit communication. She
spent 15 years working in communication for the
City of Carlsbad serving various departments
including Community & Economic Development,
Public Works, Library & Cultural Arts and more.

She also served as Public Information Officer in the
City’s Emergency Operations Center. Prior to
joining the City of Carlsbad, Ms. Padilla Bowen
spent six years in nonprofit communication,
handling all aspects of media relations, from photo
and video shoots to pitching and coordinating
hundreds of television, print and radio interviews.

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Understanding of Need
Dudek has an effective and proven project approach. We manage projects to meet client and technical needs, using sound science and engineering principles, a focus on data quality, and careful management of budget and schedule milestones. Our approach to this, and every, project begins with solid project management and quality assurance/quality control processes. Our focus on these central tenets to performing environmental work has guided our expert technical project support for the past four decades.

Project Management Approach
The primary aspects of Dudek’s approach to project management include communication, managing adherence to the scope, keeping the progression of work on schedule, cost controls, and predicting and avoiding risk. Dudek prides itself on also integrating a fundamental focus on high-quality work, optimized resource allocation, sub-service provider management, and change management, as well as maintaining focus towards meeting both client and project goals and objectives.

The following sections describe the Dudek project management approach. Our approach focuses on the following five main components:
▪ Project planning
▪ Communication
▪ Project execution
▪ Project control
▪ Quality control
The Dudek team is experienced in applying an adaptive management approach to adjust the level of detail or use of specific project management techniques and tools as necessary on as-needed task assignments.

Project Planning
Planning is a critical step in the successful management of every project. Dudek project managers begin the planning stage during the development of the project/task proposal and continue applying an adaptive approach throughout project execution. Planning considerations include the following:
▪ Clarifying the project requirements and confirming the project goals and outcomes ▪ Communicating with the client, project stakeholders, and the sub-service provider team ▪ Iteratively estimating and refining resource requirements, level of effort, and cost ▪ Monitoring project budget and schedule
▪ Integrating quality standards at each project stage
The Dudek approach applies these planning concepts throughout the project life cycle.

Communication
The most-effective project manager is one who facilitates the continual flow of information, data, instructions, and guidance among the City, Dudek team members, and sub-service providers. When City Council 16 – 299 3/21/2023
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maintaining this flow, we use resources efficiently and minimize wasteful rework. We achieve constant communication through:
▪ Regularly calling or emailing the City’s key contact staff person to discuss project milestones, activities, and potential issues
▪ Regularly discussing the project with key project staff to coordinate work efforts, monitor task completion, and review budget conformance; Dudek’s key staff have worked together closely for more than 10 years
▪ Updating, as necessary, the project description, schedule, work progress reports, and inventories of available data so that all team members are aware of information that may affect their work products and schedules
▪ Meeting with City staff at design milestones and other strategic junctures ▪ Diligently documenting issues, action items, and decisions Project Execution
The structure and flexibility of the Dudek team provides the ability to adapt resources and the execution approach to meet project needs throughout the project life cycle. The Dudek project execution approach is based on applying a common understanding of the goals and objectives to project-related decision making. Key aspects of the Dudek approach include identification of logistical, environmental, and regulatory factors with potential project impacts; evaluation and communication of critical issues; and focus on quality data collection, analysis, and reporting.

Project Controls
Dudek’s project managers monitor and control the project budget, schedule, and quality using a suite of tools from project inception to completion. Dudek project tools include real-time project budget management, schedule management software, and quality assurance/quality control checks. As the project advances, our project manager communicates with the team on a regular basis to evaluate project resource requirements, budget, and schedule.

Quality Control
Document Production
Dudek’s editorial team will work closely with our project manager to apply the highest standards of quality to all deliverables. For a typical Dudek work product, the following process will be used:
▪ Technical Review. An appropriate technical reviewer will be assigned to all written work products. This step in the review process is focused on the legal adequacy and technical accuracy of all deliverables, and multiple reviewers may be used depending on the complexity of the document.
▪ Editorial Review. Once the technical review is complete, Dudek editors will conduct an editorial review of deliverables. Prior to submittal to the City, each document will be formatted by Dudek’s publications staff.
▪ Document Production. Dudek’s publications production team verifies the quality of each formatted document before publication. Dudek’s editorial team, in collaboration with the publications and information technology (IT) staffs, will produce and publish the Web versions of project deliverables.

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The Dudek team understands and will leverage our experience regarding the unique requirements of the City’s On-Call Environmental Services contract, including the need for customized, comprehensive, and flexible capabilities that are responsive to any task order needs. We recognize the services could be applicable to any stage of the project development process, from concept development to construction compliance/post-construction restoration. Dudek also understands the services are likely to include both direct project implementation along with oversight and review responsibilities. The Dudek team’s diversity matches those needs in an unprecedented manner, including highly skilled and experienced practitioners.

Field Methods
Steps will be taken in the field, office, and laboratory to ensure that data are transferred accurately from collection to analysis to reporting. Sample documentation, including labeling and chain-of-custody forms, will be completed to ensure that data are transferred accurately to the laboratory, as applicable.

Notes will be taken in the field to double check chain-of-custody forms for accuracy. Laboratory reports will be checked for completeness. Final laboratory reports will be reviewed by the laboratory quality assurance manager or laboratory project manager for errors before release.

GIS Data Methods
Data collected or received by Dudek are cataloged in a master data intake database that is stored in a commonly accessible network location with other spatially related files and metadata files for management/control according to Dudek’s policy for GIS project data organization. Electronic deliverable data and data tables will be checked against the hard copy laboratory reports. All spatial data received will be reviewed for metadata and verified visually. Dudek-generated data will undergo quality control checks for completeness, accuracy, and precision, as well as appropriate metadata completeness.

Given our mid-size company make-up Dudek possesses the breadth and depth of resources necessary to fulfill the City’s contract demands, while also having a unique and balanced ability to adapt to any potential circumstances that may arise during the life of the contract. The Dudek team is able to and will rapidly respond to, mobilize, and implement any of Santa Ana’s project/program delivery objectives, and we are excited to be working in partnership with the City as part of this contract. To further support Santa Ana’s on-call environmental needs, we have also carefully selected a diverse team of subconsultants that share our passion for high quality, consistent, timely, and on-budget program delivery. Our contract history with each of our teaming partners will allow for a seamless and fully integrated consultant team that the City can confidently rely upon.

Relevant Project Experience
Table 2 provides a list of on-call environmental service contracts that Dudek has begun or completed within the past 5 years, including significant work with public agencies. Following the table, project descriptions detail selected completed work and client contact information.

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Table 2. Southern California Environmental and
Technical Services Contracts
Client Contract
City of Anaheim As-Needed Environmental Services
City of Carlsbad As-Needed Environmental Planning Services City of Chula Vista As-Needed Environmental Services
City of Corona As-Needed Engineering and Environmental
City of Covina As-Needed Environmental Services
City of Fontana As-Needed Environmental Services
City of Glendora As-Needed Environmental Services
City of Irvine As-Needed Professional Consulting Services City of Los Angeles As-Needed CEQA/NEPA Documentation and Environmental Services
City of Los Angeles On-Call Environmental Services
City of Los Angeles On-Call Environmental Assessment and Air Quality Services City of Rancho Santa Margarita On-Call Environmental Review Consulting City of San Clemente On-Call Environmental Services
City of San Diego As-Needed Environmental Services
City of San Diego As-Needed Planning Services
City of San Diego As-Needed Watershed and Resource Protection City of San Diego As-Needed Archaeological Monitoring and Cultural Services City of Vista As-Needed Environmental Consulting
City of Yucaipa On Call Professional Environmental Services County of Los Angeles On-Call Environmental Services (Infrastructure) County of Los Angeles On-Call Environmental Services (Water Resources) County of Los Angeles On-Call Environmental Services (Federal Projects) County of Orange As-Needed Restoration Services
County of Orange On-Call Environmental Services, Planning, and Regulatory Permitting
County of Orange On-Call Regulatory Permitting Services County of San Bernardino On-Call Environmental Services for Operation and Maintenance
County of San Bernardino On-Call Biological Services
County of San Diego As-Needed Environmental Consulting Services County of Santa Barbara On-Call Archaeological Services City Council 16 – 302 3/21/2023
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Table 2. Southern California Environmental and
Technical Services Contracts
Client Contract
Orange County Community Resources On-Call Environmental Services MWD of Southern California Orange County and San Bernardino Operation and Maintenance EIRs
Port of San Diego As-Needed Planning, Environmental and Technical Services Port of San Diego As-Needed Environmental and Land Use Project Management Services
Rancho Mission Viejo Company Habitat Conservation Plan Implementation Development Support
San Diego Association of Governments
(SANDAG)
As-Needed Environmental Support Services for SANDAG
SANDAG, Caltrans As-Needed Environmental Services
San Diego County Water Authority As-Needed Environmental Services State of California As-Needed Southern California CEQA Services Notes: CEQA = California Environmental Quality Act; NEPA = National Environmental Policy Act; SANDAG = San Diego Association of Governments.

On-Call Environmental Services (Infrastructure)
Client and Contact: County of Los Angeles, Department of Public Works; Ed Dingman, 626.458.2593; [email protected]
Completion Date: July 2018
Location: Los Angeles County, California
Description:

Dudek provides on-call environmental services for the Programs Development Division in support of transportation projects across the County’s 2,650-square mile service area. Services include environmental document preparation pursuant to CEQA/NEPA; environmental planning; field resource services and activities (e.g., biological and cultural/tribal/archeological to comply with State and Federal laws); biological surveys and monitoring; certified arborist services, literature and electronic database reviews; technical studies (e.g., air quality, traffic, noise, climate change, water quality, aesthetics, etc.); feasibility studies, including biological technical assessments; public meetings; and document publications. Representative projects include the Woolsey Fire Guardrail Replacement Project, Mureau Road Bikeway and Road Improvements Project, and Palos Verdes Sewer Line Emergency Repair Project.

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On-Call Environmental Services
Client and Contact: North County Transit District (NCTD), Bruce Smith (formerly with NCTD and now with SANDAG as Principal Engineer); [email protected]; 619.699.1907 Completion Date: March 2016
Location: North San Diego County, California
Description:

Dudek provides on-call CEQA/NEPA services and full range of associated technical support services to NCTD. Services covered under this on-call can include preparation of environmental documents pursuant to CEQA and/or NEPA, undertaking surveys and technical reports either independently or in support of environmental documents, and providing compliance services to NCTD for ongoing construction and operations. Under the on-call contract Dudek has performed raptor nesting surveys and secured highest ratings on NCTD’s evaluation forms for our services.

OCPW Habitat Creation, Restoration, and Enhancement Services Client and Contact: Orange County Public Works; James Volz, Project Manager; [email protected]; 714.834.4000
Completion Date: June 2018
Location: Santa Ana, California
Description:

Under its existing on-call contract with Orange County Public Works, Dudek has provided effective mitigation planning and biological monitoring services for the Los Alamitos Pump Station, Talbert Nature Preserve South, Laguna Canyon, and Haster Basin Mitigation Projects. As the biological monitoring team during mitigation monitoring periods for these projects, Dudek was asked to evaluate ongoing problematic site conditions and provide effective adaptive management recommendations that would bring the mitigation into compliance with mitigation performance standards. Dudek has performed monitoring at Talbert Nature Preserve South, including comprehensive site investigations, soil sample collection, testing and analysis, surface hydrology evaluation, polyphagous shot hole borer infestation evaluation, and botanical monitoring. Dudek provided recommendations to the maintenance contractor through quarterly monitoring reports.

Dudek identified significant site constraints that prevent target riparian habitat development and formed the basis for creative recommendations to achieve permit requirements, including a pilot project to test a new riparian mitigation approach in response to hyper soil salinity. Dudek is preparing annual reports and an annual assessment of progress toward mitigation goals. Dudek also designed and prepared a habitat management and monitoring plan and construction documents for the Edinger Bridge Replacement Project, which detailed implementation, monitoring, and maintenance for establishment of approximately 1.25 acres of native salt marsh at the Talbert Nature Preserve South.

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Centennial Park Lake Rehabilitation Project
Client and Contact: City of Santa Ana, Suzi Furjanic, Associate Park Planner; sfurjanic@santaana.org; 714.667.2267 Completion Date: March 2020
Location: Santa Ana, California
Description:

Dudek was hired by the City of Santa Ana to develop a comprehensive rehabilitation plan for Centennial Park Lake and the area surrounding the lake. The goal of the rehabilitation project was to identify problems, and needs with the lake, lake equipment, the lake park area, park visitors, and lake maintenance. Dudek staff performed a comprehensive site analysis through a review of the lake asbuilt plans, right-of-way documents, existing utilities plans, soils and geologic information, and irrigation plans. In addition, Dudek staff visited the park to take a detailed survey and inventory of the equipment on-site and the operational status of each piece of equipment. Additionally, lake water and soil samples were taken and analyzed to assess the water quality and type of the subsurface lake liner.

Ladd Canyon Bridge Replacement Project MND
Client and Contact: Orange County Public Works; James Volz, Project Manager; [email protected]; 714.834.4000
Completion Date: August 2021
Location: Orange, California
Description:

Dudek supported the County through the CEQA and Caltrans National Environmental Policy Act (NEPA) compliance process for this project. Dudek prepared a Mitigated Negative Declaration (MND), Preliminary Environmental Study checklist, and various technical studies to satisfy the Caltrans NEPA compliance process. The project involves the replacement of an existing bridge with a precast concrete bridge located 2.2 miles east of Santiago Canyon Road.

Groundwater Treatment at La Palma, Linda Vista, Boysen Park, and Energy Field Sites Technical Studies
Client and Contact: City of Anaheim Public Utilities Department; Jonathan Sanks, Environmental Services and Safety Manager; [email protected]; 714.765.4117 Completion Date: March 2021
Location: Anaheim, California
Description:

Dudek assisted the City of Anaheim Public Utilities Department with technical studies in support of CEQA for additional water treatment, production and distribution facilities at four sites in the City of Anaheim. The additional water treatment facilities included ion exchange treatment to remove PFAS from groundwater. The project included installation of water treatment facilities at the La Palma, Linda Vista, Boysen Park and Energy Field sites in the city. Dudek prepared an Air Quality and Greenhouse Gas Emissions Technical Memorandum, a Biological Resources Technical Memorandum, a Jurisdictional Delineation, an Archaeological Investigation Report, and a Noise Technical Report used in the City- prepared MND which was adopted in April 2021.

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Cartwright Family Apartments HUD EA
Client and Contact: Orange County Department of Housing and Community Development; Julia Bidwell, Director, Housing & Community Development; [email protected]; 714.480.2991 Completion Date: November 2020
Location: Orange, California
Description:

Served as project manager. Conversion of a vacant four-story commercial building into a 60-unit affordable housing community for families including Permanent Supportive Housing units designed to accommodate households who meet the Mental Health Services Act eligibility criteria whom are experiencing homelessness. The project was partially funded using HUD project-based vouchers, requiring the project to undergo NEPA review. Prepared the HUD EA and managed Dudek’s interdisciplinary team to ensure that all technical analyses met HUD requirements and all federal, state, and local regulations. The NEPA review was successfully completed in time for the project to receive HUD funding.

Facilities Master Plan Program EIR
Client and Contact: Orange County Sanitation District; Adam Nazaroff, Engineering Supervisor; [email protected]; 714.962.2411
Completion Date: February 2021
Location: Fountain Valley, California
Description:

Dudek was contracted in 2019 by the Orange County Sanitation District to prepare a Program Environmental Impact Report (EIR) for the Sanitation District’s 2017 Facilities Master Plan. The analysis covers projects included in a 20-year Capital Improvement Program to ensure that the Sanitation District can sustain its infrastructure, meet future regulatory requirements, and continue to provide a reliable service to the public. It is composed of projects necessary to upgrade, replace, and rehabilitate aging facilities across the Sanitation District’s system in central and northern Orange County. These include facilities at Reclamation Plant No. 1 in Fountain Valley, Treatment Plant No. 2 in Huntington Beach, the sewer collection system, and improvements at various pump stations. The project area spans 15 cities as well as jurisdictional areas in the County of Orange. The EIR is a combined Program/Project EIR, including 30 projects that are assessed at the project level, 45 at the program level. An innovative aspect of the project is an interactive project map and a web-based approach to public scoping developed by Dudek. This EIR was certified in December 2020, and the first Notice of Determination under the Facilities Master Plan was filed in February 2021.

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References
Table 3. Dudek Client References
Client Contact Project
Orange County
Sanitation District
Adam Nazaroff, Engineering
Supervisor;
[email protected];
714-962-2411
Facilities Master Plan Program EIR
Orange County Public
Works
James Volz, Project Manager;
[email protected];
714-834-4000
Ladd Canyon Bridge Replacement Project
MND
OCPW Habitat Creation, Restoration, and
Enhancement Services
Orange County
Department of Housing
and Community
Development
Julia Bidwell, Director, Housing
& Community Development;
[email protected];
714.480.2991
Cartwright Family Apartments HUD EA
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SCOPE OF SERVICES AND SCHEDULE
CEQA/NEPA Documents
In our 41-year history, Dudek has prepared more than 3,200 CEQA and NEPA documents. We have a wide range of experience preparing initial studies (ISs), negative declarations (NDs)/MNDs, and EIRs under CEQA as well as preparing Categorical Exclusions, environmental assessments, findings of no significant impact, and environmental impact statements (EISs) under NEPA.

NDs/MNDs
Task 1. Kickoff
Immediately following authorization to proceed on a project, the Dudek project management team will conference with City staff to discuss existing information, information gaps, the schedule, and the project description. We will discuss the latest practices to be followed in the preparation of the NDs/MNDs. Following the kickoff meeting with City staff, we will provide meeting notes. The Dudek project manager will immediately mobilize our staff and subconsultants, and distribute appropriate information to the team on which to base the environmental analysis for the project.

Task 2. Project Schedule
Dudek will submit a draft schedule at the time of submittal of a detailed work plan for a task order.

Immediately following the kickoff meeting, we will adjust the schedule, as necessary, to reflect our growing understanding of the project and to account for any potential changes in the scope. Schedules for NDs and MNDs should not exceed 1 year in length from initial kickoff conference to Council consideration of the ND/MND unless specific complications or project changes arise. Our designated project manager and principal in charge will commit our team to the agreed-upon schedule and submit a final schedule to the City.

Task 3. Preparation of the IS
Dudek will prepare an IS that will either lead to the adoption of an ND or MND, or require preparation of an EIR. An administrative draft IS will be submitted for staff review prior to finalizing. We will initiate the preparation of an IS by first drafting a detailed project description. The project description is essential to demonstrate a common understanding of the project being analyzed in the IS. The project description will be prepared using the information gathered in Task 1. Developing an accurate baseline setting is essential to serve as the foundation for the environmental analyses.

Following the collection and review of existing information and field surveys of the project area, we will synthesize the data into a detailed project description, accompanied by graphics and maps. We will submit a draft of the project description to the City for approval early in the process to verify that we share a common understanding of the project being evaluated. We understand that projects frequently change and develop, and are not always fully defined at the start of the environmental review process. Our staff will work closely with City staff to develop a working project description that provides maximum flexibility for the environmental analysis as we proceed through the environmental review process.

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The administrative draft IS will include an evaluation of all of the environmental resources contained in the CEQA Appendix G environmental checklist. The analysis of each of the environmental disciplines will contain an inventory of the existing conditions, analysis of impacts, identification of the magnitude of the impacts as compared to the baseline, and the level of significance for each environmental discipline, as appropriate. Dudek will work closely with City staff to identify mitigation measures, if necessary and where appropriate, that will minimize impacts to levels below significance thresholds.

The impact analysis will be based on both quantitative and qualitative analysis, and may require the preparation of technical studies, or the synthesis of existing available studies to support the analysis.

We will submit the administrative draft IS/ND or IS/MND to the City for review. Following the review of the document by City staff and the incorporation of any comments and revisions requested, we will prepare a public draft IS/ND or IS/MND for public review.

Task 4. Transmittal of Public Review Draft IS/ND or IS/MND Dudek will make any final changes and revisions to the IS/ND or IS/MND as requested by City staff, and will reproduce and distribute the documents for public review. We will distribute the documents to organizations and individuals on a mailing list provided by the City, and prepare appropriate transmittal letters. Dudek will also prepare the notice of completion (for State Clearinghouse involvement) and notice of intent (NOI) to adopt an ND or MND. Dudek will distribute the documents to the approved mailing list in both hardcopy and CD format, as directed by City staff. We will also provide the City with electronic versions of the documents ready for web posting.

Task 5. Public Meetings/Hearings
The project manager and key technical staff, as applicable, will be available to attend all public meetings and hearings throughout the CEQA process. We will also be ready to prepare materials and presentations for these meetings. These may include public community meetings and City Planning Commission and Council hearings on the project. We will also be available for team coordination meetings with City staff throughout the project.

Task 6. Final IS/ND or IS/MND
Dudek will compile all comments received during the public review period, annotate the comments, and evaluate comments’ relevance to addressing project impacts. While formal written responses to comments are not required for an ND or MND, prudent practice is to provide written responses for all IS/NDs and IS/MNDs. We will collaborate with City staff on appropriate strategies to consider the comments during the City Council deliberations on the project. Dudek staff will draft responses to comments for City staff review, and make any modifications upon receiving comments from staff.

Based on the comments on the draft IS/ND or IS/MND, Dudek will provide a technically sound, CEQAcompliant final IS/ND or IS/MND. The final IS/ND or IS/MND will include redline/strikeout text in an errata to the draft IS/ND or IS/MND.

We will submit the administrative final IS/ND or IS/MND to the City for review. Following the review of the administrative final IS/ND or IS/MND by City staff and the incorporation of any comments and revisions requested by the City, we will provide hardcopies and CDs of the final IS/ND or IS/MND, inclusive of the comments and responses to comments, as directed by the City.

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Dudek will prepare a mitigation monitoring and report program for each proposed project that includes mitigation measures. The mitigation monitoring and report program will include all accepted mitigation measures, along with the following: the project period to which the measure applies (i.e., construction, operation, pre-/post-occupancy), future review or reporting requirements involved in a measure, the responsible party for implementing and enforcing the mitigation, requirements for monitoring by outside agencies, and monitoring and reporting frequency. Dudek will also compile the Administrative Record for the City as the project progresses so that we can turn over the files immediately upon project conclusion.

EIRs/EISs
Task 1. Kickoff
This task will be the same as outlined under Task 1 for NDs/MNDs.

Task 2. Project Schedule
Dudek will submit a draft schedule at the time of submittal of a detailed work plan for a task order.

Immediately following the kickoff meeting, we will adjust the schedule, as necessary, to reflect our growing understanding of the project and to account for any potential changes in the scope. Schedules for EIRs and EISs should not exceed 18 months in length from initial kickoff to City Council consideration of the Final EIR (or EIR/EIS), unless specific complexities or changes in the project description arise. Our designated project manager will commit our team to the agreed-upon schedule and submit a final schedule to the City.

Task 3. NOP/NOI
In the preparation of an EIR or EIR/EIS, the environmental documents only need to address potentially significant impacts. Thus, an IS may be used as part of the notice of preparation (NOP) or NOP/NOI process to narrow down the scope of the EIR or EIR/EIS to focus on pertinent issues of concern. Dudek will prepare an IS/NOP or IS/NOP/NOI (the latter if an EIS is required due to federal involvement) to initiate the environmental review process and to solicit comments from agencies, organizations, and interested individuals. The IS will be based on the environmental checklist in Appendix G of the CEQA Guidelines. We will submit the administrative draft IS/NOP or IS/NOP/NOI to the City (and the federal lead agency) for review.

Task 4. Transmittal of the NOP or NOP/NOI
Dudek will make any final changes and revisions to the IS/NOP or IS/NOP/NOI requested by City (and federal agency) staff, reproduce and distribute the documents for public review to organizations and individuals on a mailing list provided by the City, and prepare appropriate transmittal letters. We will also prepare the notice of completion (for State Clearinghouse involvement). Dudek will distribute the documents to the approved mailing list in both hardcopy and CD format, as directed by City staff. We will also coordinate with federal agency staff for publication of the NOI in the Federal Register, provide draft notices for distribution to area newspapers, and provide electronic versions for posting to the City website.

Following the review of the administrative draft EIR or EIR/EIS by City staff (and the federal lead agency), Dudek will incorporate any final revisions and address any remaining comments as requested by the City (and potentially the federal lead agency). We will provide Spanish translations of the Executive Summary and any other summary documents (e.g., Readers Guide), which will be made available during public review. Padilla and Associates is on our team to assist with public outreach and Spanish translation of meeting notices.

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Task 5. Scoping Meeting
Dudek will work with City staff to organize and participate in a scoping meeting to solicit public input on the scope of the EIR or EIR/EIS. We will work with City staff to determine the most appropriate format for the scoping meeting (i.e., open house or community presentation) and prepare all materials necessary for the scoping meeting (e.g., PowerPoint presentation, comment cards, sign-in sheets, handouts, poster boards). We will provide a translation of notices and materials into Spanish, if necessary.

Task 6. Administrative Draft EIR
The EIR or EIR/EIS will include a discussion of the existing physical and regulatory setting and impact analysis, including methodology and thresholds, mitigation measures, and residual impacts following the implementation of the mitigation measures. As described, the impact analysis will focus on the environmental issues that are determined to result in potentially significant impacts during the NOP or NOP/NOI and scoping processes. The impact analysis will be based on CEQA Guidelines Appendix G and the latest guidance from the City. The impact analysis will be based on both quantitative and qualitative analysis, and may require the preparation of technical studies or the synthesis of existing available studies to support the analysis.

The EIR or EIR/EIS will include all required content pursuant to CEQA/NEPA, including an alternatives analysis, cumulative impacts analysis, and an assessment of growth-inducing impacts. Dudek will work closely with the City (and as necessary, the federal lead agency) to identify and screen a reasonable range of alternatives for analysis in the EIR or EIR/EIS. These alternatives will be based on their ability to feasibly attain most of the project objectives while avoiding or substantially lessening the potentially significant environmental impacts of the proposed project. The cumulative impacts analysis will focus on the potential for environmental impacts from this project, along with other proposed and reasonably foreseeable projects in the area. The list of cumulative projects will be developed in coordination with City staff. The project’s contribution to the overall cumulative baseline will be evaluated and discussed, and cumulatively considerable impacts will be identified. We will also summarize the significant unavoidable impacts resulting from the project, and will identify any significant irreversible changes and irretrievable commitments of the environment, and will provide an explanation of issues found not to be significant during the IS process, as well as effects that were studied in the EIR that were determined to be less than significant.

We will submit the administrative draft EIR, or EIR/EIS, to the City (and federal lead agency) for review.

Following the review of the document by City staff (and federal lead agency) and the incorporation of any comments and revisions requested, we will prepare a public draft EIR for public review.

Tasks 7. Preparation and Transmittal of Public Review Draft EIR or EIR/EIS Dudek will work with City staff to secure a mailing list, and prepare the notice of availability and appropriate transmittal letters. Dudek will also prepare the notice of completion (for State Clearinghouse involvement) and post the notice of availability with the County Clerk. Dudek will distribute the documents to the approved mailing list in both hardcopy and CD format, as directed by City staff. Document distribution will use certified mail, regular mail, and FedEx or other form of distribution that can provide tracking records. We will also coordinate with federal agency staff for publication of the notice in the Federal Register, provide draft notices for distribution to area newspapers, and provide electronic versions suitable for posting to the City’s website.

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Task 8. Public Hearing
This task would be the same as outlined for Task 5 under NDs/MNDs.

Tasks 9. Final EIR or EIR/EIS
Dudek will compile all comments received, and evaluate comments as to their relevance in addressing project impacts. We will collaborate with City staff on appropriate strategies to address the comments received. Dudek staff will draft responses to comments for City staff review, and make any modifications upon receiving comments from staff.

Based on the comments on the draft EIR or EIR/EIS, Dudek will prepare an administrative draft final EIR or EIR/EIS. The final EIR or EIR/EIS will include redline/strikeout text to highlight changes in the document, along with an errata chapter, and the comments and responses to comments.

Dudek will also prepare a draft mitigation monitoring and report program, which will identify the impacts, mitigation measures, timing of implementation, method of implementation, and responsible parties.

Following the review of the administrative final EIR or EIR/EIS by City staff (and the federal lead agency), Dudek will incorporate any revisions and address comments as requested by the City (and the federal lead agency). We will submit a Screencheck version of the Final EIR or EIR/EIS for final review, addressing any final revisions or comments. Dudek will compile the Administrative Record for the City as the project progresses so that we can turn over the files immediately upon project conclusion.

Dudek will also work with the City in the preparation of the findings of fact and statement of overriding considerations (if necessary). We will submit draft and final versions of these documents.

Technical Studies
The preparation of ISs/NDs/MNDs, EIRs, and EISs will require technical analysis to support conclusions made in the documents. Our in-house environmental experts have completed technical studies and environmental reports that cover all environmental disciplines. A consistent theme across all projects is our focus on problem solving and using the right tools to deliver successful outcomes.

Engineering Support
Our engineers plan, entitle, and design land development and infrastructure projects. We understand the importance of adhering to tight regulations, aggressive schedules, and narrow budgets.

Simultaneously, we navigate and comply with conditions of approval to design projects that are practical, economically viable, and realistic given the regulatory environment. Our team includes LEEDaccredited staff trained to create environmentally sensitive and low-impact designs that accomplish desired results and produce sustainable infrastructure.

Stormwater Drainage and Regulatory Compliance. Our engineers are experts in surface water and stormwater drainage, including hydrology and hydraulic analysis. We have prepared numerous stormwater pollution prevention plans, water quality management plans, and dust control plans for our clients, and have experience with erosion and sediment control related to environmental compliance. In addition, we prepare environmental constraints analysis, analyzing slopes, drainage, and the geology of a project site.

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Site Development. Our engineers are experts in site development, including site plans and preliminary engineering. We have experience in mass, rough, and precise site grading, as well as preparing tentative and final parcel maps and tract maps for development. Our staff provides third-party plan check services, peer review, and value engineering to public and private clients.

Infrastructure and Transportation Planning and Design. Our engineers plan and design infrastructure for water, sewer, and storm drain systems. We also offer comprehensive transportation planning and design for paved roads, all weather access, pedestrian walkways, and Americans with Disabilities Act compliance.

Public Outreach
Dudek has teamed with Katherine Padilla & Associates (KPA), Inc., who will be providing outreach services for this contract. KPA is a full-service communication firm founded in 1994, and their services include strategic community outreach and public information campaigns, community meetings and workshops online and in-person, community-based research including focus groups and interviews, branding and graphic design, social media management, photography and video production, translation services, and much more. Its diverse team of eight includes members fluent in Spanish, Tagalog and Korean. KPA is also certified WBE, DBE, MBE and SBE.

KPA’s senior staff combine multidisciplinary technical and marketing skills with soft interpersonal skills, intangible necessities gleaned only from extensive experience and training. Its senior staff has deep knowledge in areas such as planning, design, engineering, environmental review, and construction.

Within KPA’s staff, each offers more than 15 years of hands-on experience in his or her field. Working proactively and sensitively, KPA senior staff averts crises and solve problems before they become issues, challenges many firms do not recognize until they have deteriorated into calamity. Our talents, training, and experience uniquely position us to communicate meaningfully with our clients, technical team members and the community.

Since its inception, KPA has worked on projects in Orange, Los Angeles, Santa Barbara, Riverside, San Bernardino, Imperial, San Diego and Ventura Counties. In Santa Barbara County, KPA is working on the Santa Maria Levee Trail Study. In Ventura County, they’re working on the multi-year Ventura County Transportation Commission Comprehensive Transportation Plan.

A sampling of past and current projects include the following:
▪ City of Santa Ana Downtown/Transit Zone Complete Streets ▪ City of Santa Ana Safe Route to School
▪ City of Costa Mesa Pedestrian Master Plan
▪ City of Santa Monica North Beach Trail Improvement Project ▪ Santa Barbara County Association of Governments Santa Ynez Valley Traffic Circulation and Safety Study
▪ County of Santa Barbara, Santa Maria River Levee Trail Study ▪ City of Escondido Grape Day Park Master Plan & Playground Design/Construction ▪ Metro LA River Path Project
▪ Metro East San Fernando Valley Light Rail Transit Project AA, EIR, and First-Last Mile Plan City Council 16 – 313 3/21/2023
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▪ City of LA 7th Street Streetscape Improvement Project ▪ Metro Mobility Matrix – San Fernando Valley and Las Virgenes/Malibu Subregion ▪ City of Calexico Transit Study
On-Call Staff Consulting
Dudek has performed as-needed and extension-of-staff contracts for more than 170 cities, counties, state agencies, and water and wastewater districts throughout California.

Our as-needed staffing helps public agencies cost-effectively:
▪ Manage technical staffing levels to meet short-term or long term needs in response to fluctuating workloads
▪ Quickly access specialized technical expertise to supplement staff for complex projects challenges ▪ Use contract technical staff with experience working seamlessly as part of municipal staff for positions that interact with the public
We are well versed in the needs of local cities, agencies, and water districts, and we bring our depth of technical knowledge, experience, and successful project management approach to each project. Our professionals are trained to understand the agency’s processes and apply our expertise within that structure. The result is maximized efficiency without sacrificing valuable time and energy.

Dudek has built a strong reputation for helping public officials effectively progress through California’s ever-increasing regulatory maze, providing the appropriate team of experienced scientific, engineering, and regulatory professionals. Our comprehensive approach and experience will provide the City with the following:
▪ The Right People. We provide an experienced project manager who will draw from Dudek’s 700+ environmental professionals to bring the appropriate expertise to your project, considering project needs and available budget.
▪ Local Understanding. We hit the ground running, thoroughly researching the issues, discussing with your key staff, and bringing a key understanding of California’s regulatory laws and in-depth knowledge of the City’s service area and related environmental issues. We have worked in the City on diverse projects such as Centennial Park Lake and our staff has worked on the I-5 HOV Lanes from SR-55 to SR-57 project.
▪ Strong Reputation with Regulatory Agencies. Our professional scientists and planners have established strong working relationships with the local staffs of California’s regulatory agencies, which is vital for keeping projects moving and obtaining final approvals. We are knowledgeable about the inter-agency agreements and local regulations. ▪ Cost-Conscious Solutions. Our staff focus on implementation, and are cost-conscious. We know City’s budget constraints, and will collaborate with your staff to achieve a cost-effective approach for compliance.
▪ Collaborative Team Work. Our project managers recognize the importance of being part of the City team. We work with staff and customers in a professional, collaborative, and friendly manner.

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▪ In-depth Experience. Our project teams have worked with dozens of agencies on a wide variety of difficult projects. We will provide you and your staff varying perspectives on scoping and cost based on our experience successfully completing hundreds of municipal projects. ▪ Prompt Communication. We provide frequent and regular reporting on key work tasks, meetings, and processes. We get in front of developing problems by keeping you informed when City staff may need to get involved, and offer alternatives to mitigate unnecessary delays.

We respond quickly to requests and emergencies, as needed. ▪ Comprehensive Service. We are a one-stop shop for your regulatory needs. Complementing our array of in-house expertise is our wide network of top-notch teaming partners throughout California. We will provide the City with a highly qualified, locally knowledgeable team of professionals who regularly work together to effectively complete difficult environmental and regulatory projects throughout California.

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EXHIBIT C
CONSULTANT’S FEE & COSTS PROPOSAL
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DUDEK 2022 Standard Schedule of Charges
EFFECTIVE JANUARY 1, 2022
Engineering Services
Project Director ......................................................................$305.00/hr Principal Engineer lll ..............................................................$285.00/hr Principal Engineer II ...............................................................$270.00/hr Principal Engineer I ................................................................$260.00/hr Program Manager ..................................................................$250.00/hr Senior Project Manager .........................................................$250.00/hr Project Manager.....................................................................$245.00/hr Senior Engineer III..................................................................$235.00/hr Senior Engineer II ..................................................................$225.00/hr Senior Engineer I ...................................................................$215.00/hr Project Engineer IV/Technician IV .........................................$205.00/hr Project Engineer llI/Technician III..........................................$195.00/hr Project Engineer lI/Technician II............................................$180.00/hr Project Engineer I/Technician I .............................................$165.00/hr Senior Designer......................................................................$185.00/hr Designer .................................................................................$175.00/hr Assistant Designer .................................................................$170.00/hr CADD Operator III ...................................................................$165.00/hr CADD Operator II ....................................................................$155.00/hr CADD Operator I .....................................................................$140.00/hr CADD Drafter..........................................................................$125.00/hr CADD Technician....................................................................$115.00/hr Project Coordinator................................................................$140.00/hr Engineering Assistant ............................................................$120.00/hr Environmental Services
Project Director................................................................................. $255.00/hr Senior Specialist IV........................................................................... $235.00/hr Senior Specialist III .......................................................................... $225.00/hr Senior Specialist II ........................................................................... $205.00/hr Senior Specialist I ............................................................................ $195.00/hr Specialist V........................................................................................ $185.00/hr Specialist IV....................................................................................... $175.00/hr Specialist III ...................................................................................... $165.00/hr Specialist II ....................................................................................... $150.00/hr Specialist I ........................................................................................ $135.00/hr Analyst V ........................................................................................... $125.00/hr Analyst IV .......................................................................................... $115.00/hr Analyst III........................................................................................... $105.00/hr Analyst II............................................................................................... $95.00/hr Analyst I................................................................................................ $85.00/hr Technician III ....................................................................................... $75.00/hr Technician II ........................................................................................ $65.00/hr Technician I ..........................................................................................$55.00/hr Mapping and Surveying Services
Application Developer II .................................................................. $195.00/hr Application Developer I ................................................................... $155.00/hr GIS Analyst V .................................................................................... $205.00/hr GIS Analyst IV ................................................................................... $165.00/hr GIS Analyst III.................................................................................... $145.00/hr GIS Analyst II..................................................................................... $130.00/hr GIS Analyst I...................................................................................... $115.00/hr UAS Pilot ........................................................................................... $115.00/hr Survey Lead ..................................................................................... $185.00/hr Survey Manager .............................................................................. $135.00/hr Survey Crew Chief............................................................................ $115.00/hr Survey Rod Person............................................................................. $95.00/hr Survey Mapping Technician.............................................................. $95.00/hr Construction Management Services
Principal/Manager .................................................................$195.00/hr Senior Construction Manager ...............................................$185.00/hr Senior Project Manager .........................................................$175.00/hr Construction Manager ...........................................................$160.00/hr Project Manager.....................................................................$150.00/hr Resident Engineer....................................................... …….….$150.00/hr Construction Engineer............................................................$150.00/hr On-site Owner’s Representative ............................................$140.00/hr Prevailing Wage Inspector .....................................................$139.00/hr Construction Inspector...........................................................$135.00/hr Administrator/Labor Compliance ..........................................$100.00/hr Hydrogeology/HazWaste Services
Project Director ...................................................................... $305.00/hr Principal Hydrogeologist/Engineer II..................................... $280.00/hr Principal Hydrogeologist/Engineer I...................................... $260.00/hr Senior Hydrogeologist V/Engineer V .................................... $240.00/hr Senior Hydrogeologist IV/Engineer IV ................................... $230.00/hr Senior Hydrogeologist III/Engineer III.................................... $220.00/hr Senior Hydrogeologist II/Engineer II...................................... $210.00/hr Senior Hydrogeologist I/Engineer I....................................... $200.00/hr Project Hydrogeologist V/Engineer V .................................... $185.00/hr Project Hydrogeologist IV/Engineer IV .................................. $175.00/hr Project Hydrogeologist III/Engineer III................................... $165.00/hr Project Hydrogeologist II/Engineer II..................................... $155.00/hr Project Hydrogeologist I/Engineer I....................................... $145.00/hr Hydrogeologist/Engineering Assistant.................................. $120.00/hr District Management & Operations
District General Manager....................................................... $210.00/hr District Engineer..................................................................... $205.00/hr Operations Manager ............................................................. $160.00/hr District Secretary/Accountant .............................................. $135.00/hr Collections System Manager................................................. $135.00/hr Grade V Operator ................................................................... $125.00/hr Grade IV Operator .................................................................. $110.00/hr Grade III Operator .................................................................. $100.00/hr Grade II Operator ..................................................................... $80.00/hr Grade I Operator ...................................................................... $75.00/hr Operator in Training ................................................................. $75.00/hr Collection Maintenance Worker ............................................. $75.00/hr Creative Services
Creative Services IV ............................................................... $165.00/hr Creative Services III ............................................................... $150.00/hr Creative Services II ................................................................ $135.00/hr Creative Services I ................................................................. $120.00/hr Publications Services
Technical Editor lV ................................................................. $165.00/hr Technical Editor lll.................................................................. $150.00/hr Technical Editor ll................................................................... $135.00/hr Technical Editor l.................................................................... $120.00/hr Publications Specialist lV....................................................... $120.00/hr Publications Specialist lll ....................................................... $110.00/hr Publications Specialist ll........................................................ $100.00/hr Publications Specialist l........................................................... $90.00/hr Clerical Administration............................................................. $90.00/hr Forensic Engineering – Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates.

Emergency and Holidays – Minimum charge of two hours will be billed at 1.75 times the normal rate.

Material and Outside Services – Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost.

Travel Expenses – Mileage at current IRS allowable rates. Per diem where overnight stay is involved is charged at cost
Invoices, Late Charges – All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within 30 days from the date of the invoice. Client agrees to pay a monthly late charge equal to 1% per month of the outstanding balance until paid in full.

Annual Increases – Unless identified otherwise, these standard rates will increase 3% annually.

The rates listed above assume prevailing wage rates does not apply. If this assumption is incorrect Dudek reserves the right to adjust its rates accordingly.

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CONSULTANT AGREEMENT

CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 21st day of March, 2023 by and between ECORP Consulting, 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. On September 23, 2021 the City issued a Request for Proposal (“RFP”) No. 21-105, by which it desired to retain a consultant having special skill and knowledge in the field of Environmental Services on an “on-call” basis for the City’s Public Works Agency.

B. Consultant submitted a responsive proposal that was among those selected by the city.

Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 21-105.

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
During the term of this Agreement, Consultant shall perform all tasks, services, and obligations described in the scope of work section included within RFP No. 21-105, including providing all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the “Scope of Services”, which was included in RFP 21-105 and is attached hereto and fully incorporated herein by this reference as Exhibit A.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant’s Fee Proposal, which is attached hereto and fully incorporated herein by this reference as Exhibit B. Consultant is one of three (3) separate consultants selected to provide services on an on-call basis under RFP 21-105. The total compensation for services provided by all consultants selected under RFP 21-105 shall not exceed the shared aggregate amount of $1,500,000.00 during the term of this Agreement, including any extension periods as set forth in Section 3, below.

EXHIBIT 6
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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on March 21, 2023 for a three (3) year term and end on March 20, 2026, with the option for the City to grant up to two (2), 1-year extensions, 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 contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

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

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

6. INSURANCE
a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section.

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b. Insurance coverage shall be at least as broad as:
(i) 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 aggregate limit 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.
(ii) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (iii) Workers’ Compensation insurance 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.
(iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (v) If the Consultant 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 Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.
c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) 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 Consultant 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 Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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(ii) Primary Coverage. For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance 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 Consultant’s insurance and shall not contribute with it.
(iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.
(iv)Waiver of Subrogation. Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to 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.
(v) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant 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.
(vi)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. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
• The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
• Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
• 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

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(viii) Verification of Coverage. Consultant 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 Consultant’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. (ix)Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors.
(x) 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.

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 Consultant, 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 Consultant’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 Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ City Council 16 – 322 3/21/2023

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letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

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

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

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

12. 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 City Council 16 – 323 3/21/2023

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

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

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

16. 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 City Council 16 – 324 3/21/2023

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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 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:

Jennifer L. Hall
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:

Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
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To Consultant:

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.

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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Brant Brechbiel
Vice President & Chief Contracting Officer
ECORP Consulting, Inc.,
2861 Pullman St.

Santa Ana, CA 92705
Fax: (714) 648-0630
City Council 16 – 326 3/21/2023
City Council 16 – 327 3/21/2023

EXHIBIT A

SCOPE OF SERVICES
City Council 16 – 328 3/21/2023
City of Santa Ana RFP 21-105
Page A1-1
Appendix
ATTACHMENT 1

SCOPE OF WORK

CITY OF SANTA ANA

REQUEST FOR PROPOSALS
FOR

ON-CALL ENVIRONMENTAL CONSULTING SERVICES
RFP NO. 21-105

INTRODUCTION/PROJECT BACKGROUND
The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Environmental Consulting firms to provide Environmental Services for the City of Santa Ana Public Works Agency on an as-needed basis. From the proposals received, it is the City’s goal to select up to three (3) firms. The City will enter into separate agreements with each firm for an aggregate not to exceed amount of $2,000,000. Work will be assigned by Contract Task Order (CTO). As tasks are identified, they will be distributed amount the firms based upon their ability to perform the required work within the project schedule and budget constraints.

DESCRIPTION OF WORK
The Consultant shall provide services under the direction of City staff. The Consultant will be expected to provide an experienced, educated and professional team, who’s Project Manager and staff shall be responsive and maintain excellent working relationships with City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and up-to-date with federal, state and local regulations, policies and procedures as they pertain to CEQA and NEPA services provided.

Consultant services will include preparation, distribution and filing of environmental noticing, documents, preparation of studies and technical reports, including but not limited to the following:
• Initial Study • Noise Impact Study
• Notice of Exemptions • Biological Studies
• Negative Declaration • Cultural Resources Study
• Mitigated Negative Declaration • Geological/Soil Study • Notice of Preparation • Hydrology/Water Quality Study • Notice of Intent • Water Assessment Study
• Notice of Availability • Mineral Resources Study
• Notice of Determination • Utility/Sewer Study
• Environmental Impact Report • Traffic Study
• Environmental Assessment • Mitigation Monitoring Program • Environmental Impact Statement • Preparation of Response to Comments • Categorical Exclusion • Preparation of Statement of

EXHIBIT A
City Council 16 – 329 3/21/2023
City of Santa Ana RFP 21-105
Page A1-2
Overriding Considerations
• Preliminary Environmental Study • FAA and ALUC Required • Historic Records Search • Public Outreach
• Environmental Certification Form • Preliminary Engineering as required to support environmental analyses.
• Air Quality Study • On-call staff consulting
Consultant services will also include attendance at appropriate City Commission, City Council, community, and other designated meetings as deemed necessary.

PAYMENT AND INVOICING:

Selected Consultant shall invoice the City Based on time and material according to the City’s standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until completed Project has been accepted by the City.

SPECIAL REQUIREMENTS (ATTACHMENT 4)
This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal:
• LAPM Exhibit 10-H: Sample Cost Proposal
• LAPM Exhibit 10-O1: Consultant Proposal DBE Commitment • LAPM Exhibit 10-O2: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package)
Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms:https://dot.ca.gov/-/media/dot-media/programs/local-assistance/documents/lapm/ch10.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY:

This agreement may be funded with state and/or federal grant funds administered by Caltrans.

Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H – Sample Cost Proposal (H2 for On-Call Contracts) in the Appendix of this RFP.

DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL:

City Council 16 – 330 3/21/2023
City of Santa Ana RFP 21-105
Page A1-3
The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I – Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-O1 & 10-O2 – Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency’s DBE goal.

CONSULTANT AUDIT AND REVIEW PROCESS:

The selected Consultant(s) shall complete Exhibit 10-K – Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub-consultants in the Appendix of this RFP.

To independently download any of the Caltrans Exhibits required per this RFP, visit:
https://dot.ca.gov/programs/local-assistance/forms/local-assistance-procedures-manual-forms City Council 16 – 331 3/21/2023

EXHIBIT B

COMPENSATION
Consultant’s Fee Proposal
City Council 16 – 332 3/21/2023
Ninyo & Moore | 20 Laboratory Testing

SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 ............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35 California Bearing Ratio (CBR), D 1883................................................... $ 550 Concrete Mix Design Review, Job Spec.....................................................$ 300 Chloride and Sulfate Content, CT 417 & CT 422 .................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850 Consolidation, D 2435, CT 219................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42........................$ 120 Consolidation, Hydro-Collapse only, D 2435 ........................................... $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400 Consolidation Time Rate, D 2435, CT 219 ........................................... $ 200 Flexural Test, C 78 ....................................................................................... $ 85 Direct Shear Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85 Direct Shear Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95 Durability Index, CT 229 ............................................................................ $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 ......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80 Expansion Potential (Method A), D 4546 ................................................. $ 170 Petrographic Analysis, C 856 ....................................................................... $ 2,000 Geofabric Tensile and Elongation Test, D 4632 ...................................... $ 200 Restrained Expansion of Shrinkage Compensation................................... $ 450 Hydraulic Conductivity, D 5084 ................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100 Hydrometer Analysis, D 6913, CT 203 ..................................................... $ 220 3x6 Grout, (CLSM), C 39 ............................................................................. $ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils .......................... $ 120 2x2x2 Non-Shrink Grout, C 109 ................................................................. $ 55 Moisture Only, D 2216, CT 226 ................................................................ $ 35 Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT Permeability, CH, D 2434, CT 220 ........................................................... $ 300 Air Voids, T 269 ............................................................................................ $ 85 pH and Resistivity, CT 643 ........................................................................ $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ....................... $ 220 Asphalt Mix Design Review, Job Spec ........................................................ $ 180 Proctor Density with Rock Correction D 1557.......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85 R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250 Sand Equivalent, D 2419, CT 217 ............................................................ $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150 Sieve Analysis, D 6913, CT 202 ............................................................... $ 145 Film Stripping, CT 302 .................................................................................. $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................ $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 .......................... $ 225 Specific Gravity, D 854 .............................................................................. $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) ........................................... $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150 Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ....................... $ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150 Triaxial Shear, U.U., D 2850 ..................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900 Unconfined Compression, D 2166, T 208 ................................................ $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ........... $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90 Brick Compression Test, C 67 .................................................................. $ 55 Voids filled with Asphalt, (VFA) CT LP-3 ..................................................... $ 90 Brick Efflorescence, C 67 .......................................................................... $ 55 Wax Density, D 1188 ................................................................................... $ 140 Brick Modulus of Rupture, C 67 ................................................................ $ 50 Brick Moisture as received, C 67 .............................................................. $ 45 AGGREGATES Brick Saturation Coefficient, C 67 ............................................................. $ 60 Clay Lumps and Friable Particles, C 142 .................................................... $ 180 Concrete Block Compression Test, 8x8x16, C 140................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180 Concrete Block Conformance Package, C 90 ......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175 Concrete Block Linear Shrinkage, C 426 ................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205 Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180 Cores, Compression or Shear Bond, CA Code ....................................... $ 70 Flat and Elongated Particle, D 4791 ............................................................ $ 220 Masonry Grout, 3x3x6 prism compression, C 39 .................................... $ 45 Lightweight Particles, C 123......................................................................... $ 180 Masonry Mortar, 2x4 cylinder compression, C 109 ................................. $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200 Masonry Prism, half size, compression, C 1019...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90 Masonry Prism, Full size, compression, C 1019...................................... $ 200 Organic Impurities, C 40 ............................................................................... $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950 Chemical Analysis, A 36, A 615 ................................................................ $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475 Fireproofing Density Test, UBC 7-6 .......................................................... $ 90 Sand Equivalent, T 176, CT 217 ................................................................. $ 125 Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 ................. $ 145 per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88................................................................ $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI ............................... $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 .......................... $ 115 Pre-Stress Strand (7 wire), A 416 ............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207............................... $ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 ..................... $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ........................ $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ...................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250 Roofing Tile Strength Test, (set of 5), C 67................................................. $ 250 Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.

EXHIBIT B
City Council 16 – 333 3/21/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
March 21, 2023
TOPIC: Historic Cypress Fire Station Renovation Architectural Services

AGENDA TITLE
Approve an Agreement with Dunbar Architecture for Architectural Design Services for the Historic Cypress Fire Station in an Amount Not to Exceed $434,880 for a Five-Year Term (Project No. 22-6023) (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Dunbar Architecture to develop plans, specifications, final construction documents, and construction support for the rehabilitation of the Historic Cypress Fire Station in the amount of $394,880 with a contingency of $40,000, for a total amount not to exceed $434,880, for a five-year term beginning March 21, 2023 and expiring March 20, 2028, with an option for two, oneyear extensions, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Cypress Fire Station, located at 625 South Cypress Avenue was designed by Frederick M. Eley, built in 1928, and served the Eastside (now Pacific Park) community as Fire Station #4 from 1928 to 1962. It is a one-story Spanish Colonial revival structure with exterior stucco walls, clay tile roof, and other architectural features that defines this style and the building’s character. The single story building has a high vaulted ceiling that measures approximately 3,500 square feet. It is currently vacant and as a result, has been subjected to repeated vandalism and squatters. The interior of the building was recently demolished to wood framing in an effort to eliminate hiding spaces.

On December 21, 2021, the City Council allocated $1,000,000 to rehabilitate the building. The rehabilitation will include preservation and restoration of the historic elements of the property. At the City Council meeting on August 16, 2022, it was decided that the site shall be adaptively reused as a new Police Athletic and Activities League (PAAL) Center for the community while maintaining and restoring the exterior integrity of the building. PAAL is an integral community program run by the Santa Ana Police Department that focuses on building a bond between kids and police officers through education, fitness and other activities. The program offers tutoring, sports team, field trips and much more. Additionally, the new PAAL center will also serve senior citizens.

City Council 17 – 1 3/21/2023
Historic Cypress Fire Station Renovation Architectural Services March 21, 2023

On December 12, 2022, the Public Works Agency issued Request for Proposals (RFP) No. 22-095, by which it sought the services of one qualified firm to provide the architectural design for renovation and adaptive reuse of this historic Cypress Fire Station. The RFP was advertised on the City’s online bid management and publication system, with bids due on January 16, 2023. Five proposals were received and evaluated by a selection committee based on criteria as outlined in the RFP. Listed below are the responding contractors and their ranking:

Rank Firm Location Average Score
1 Dunbar Architecture Los Angeles, CA 93
2 Donald Krotee Partnership Anaheim, CA 83.25
3 BOA Architecture Long Beach, CA 81.5
4 BFK Architecture + Planning Pasadena, CA 79.25
5 ITZEN Architects Santa Ana, CA 72.5
Staff recommends awarding an agreement (Exhibit 1) to Dunbar Architecture to provide design services based upon the scope of work and selection criteria outlined in RFP 22- 095. 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.

FISCAL IMPACT
The current fiscal year funding is available in the FY 2022-23 budget and future fiscal year funding will be included in the proposed budgets for City Council consideration.

Funds for the renewal options, if exercised, will be included in the proposed budgets for subsequent years.

Fiscal
Year
Accounting UnitAccount #Fund
Description
Accounting Unit,
Account Description
Amount
FY 22-23 01117017-66220 General Fund PWA-Service
Enhancement,
Improvements Other
Than Buildings
$283,830
FY 23-24 01117017-66220 General Fund PWA-Service
Enhancement,
Improvements Other
Than Buildings
$70,965
FY 24-25 01117017-66220 General Fund PWA-Service
Enhancement,
Improvements Other
Than Buildings
$80,085
City Council 17 – 2 3/21/2023
Historic Cypress Fire Station Renovation Architectural Services March 21, 2023

Fiscal
Year
Accounting UnitAccount #Fund
Description
Accounting Unit,
Account Description
Amount
TOTAL $434,880

EXHIBIT(S)

1. Dunbar Architecture Agreement
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 17 – 3 3/21/2023
1 CONSULTANT AGREEMENT BETWEEN

THE CITY OF SANTA ANA AND

DUNBAR ARCHITECTURE FOR DESIGN SERVICES
THIS AGREEMENT is made and entered into on this 21st day of March, 2023 by and between Dunbar Architecture, (“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 architectural design services.

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 WORK
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Work that was included in RFP No. 22-095 and attached hereto as Exhibit A, and as further delineated in Consultant’s proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit C. The total amount to be expended under this Agreement shall not exceed $434,880.00 during the term of this Agreement, including any extension periods exercised under Section 3. This sum includes a contingency amount of $40,000.
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 17 – 4 3/21/2023
2 3. TERM
This Agreement shall commence on the date first written for a five (5) 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
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:

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 aggregate limit 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.

City Council 17 – 5 3/21/2023
3 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance 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. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant 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.

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

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 Consultant 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 Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 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 Consultant’s insurance and shall not contribute with it.

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

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

City Council 17 – 6 3/21/2023
4 Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.

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 City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
c. 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage
Consultant shall furnish the City 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 City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant 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.

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.

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 City Council 17 – 7 3/21/2023
5 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.

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 City Council 17 – 8 3/21/2023
6 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
Provider 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. Provider 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.

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.

City Council 17 – 9 3/21/2023
7 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 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.

City Council 17 – 10 3/21/2023
8 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-xx)
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.

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 Jennifer Dunbar
Principal/Owner
Dunbar Architecture
12314 La Maida St.

Los Angeles, CA 91607
City Council 17 – 11 3/21/2023
9 this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

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

ATTEST: CITY OF SANTA ANA
Jennifer Hall Kristine Ridge
City Clerk 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, P.E.

Executive Director
Public Works Agency
Jennifer Dunbar
Principal/Owner
City Council 17 – 12 3/21/2023

EXHIBIT A
City Council 17 – 13 3/21/2023
Appendix
ATTACHMENT 1

SCOPE OF WORK
City of Santa Ana RFP 22-095
Page A1-1

CITY OF SANTA ANA

REQUEST FOR PROPOSALS
FOR

CYPRESS FIRE STATION RENOVATION
RFP NO. 22-095

INTRODUCTION/BACKGROUND
The City of Santa Ana is (CSA) soliciting proposals for Architectural/Engineering, Interior Design, and Construction Administration services for renovation and adaptive reuse of the historic Cypress Fire Station.

The Cypress Fire Station, located at 625 South Cypress Avenue in the Pacific Park Neighborhood, was designed by Frederik M. Eley in 1928. The building is approximately 3,500 square feet, single story with high vaulted ceilings. It is currently vacant and as a result, has been subjected to repeated vandalism and squatters. The interior of the building was recently demolished down to wood framing in an effort to eliminate hiding spaces. The City would like to transform the former fire station into a new Santa Ana Police Athletic & Activity League (PAAL) center to serve youth and seniors of the community while maintaining and restoring the exterior integrity of the building.

PAAL is an integral community program run by the Santa Ana Police Department that focusses on building a bond between kids and police officers through education, fitness and activities. It offers tutoring, sports team, field trips and much more. The new PAAL center will be unique in that it will also serve seniors.

The City is seeking a qualified firm to develop Contract Documents for use in a competitive bid process for construction, as further defined below under Scope of Work and Consultant Responsibilities. In addition, Consultant shall determine cost estimate for construction, so funding can be sought and secured.

There is currently no construction budget for this project.

Scope of Work
Scope of work shall include, but is not limited to, finalizing building program, preparation of concept design and design development plans, preparation of construction plans and specifications, preparation of cost estimate, support during bid advertisement, and assistance during construction. Scope will also include coordination, reviews, permitting, and approvals from internal CSA agencies, Pacific Park Neighborhood Association, and the Historic Resources Commission.

A generalized description for consideration are as follows.

1. Exterior
a. Historic character of building must be maintained
b. Stucco: thoroughly clean all exterior surfaces, address all cracking c. New roofing
d. Door and window treatment
e. Provide architecturally appropriate interior & exterior lighting fixtures f. New LED Security and Pathway Lighting
g. Associated sitework (hardscape, landscape & irrigation) City Council 17 – 14 3/21/2023
City of Santa Ana RFP 22-095
Page A1-2
h. West Entrance
i. Retrofit doors to match original design
ii. Clean up entrance building lettering, stone/brick, stucco and windows iii. Replace walkway connecting west entrance to sidewalk on Cypress Ave. iv. Create a patio area for outdoor activities for children and seniors i. East Entrance
i. Create entrance for exclusive use by Police Department staff and officers.

Gate/fence must be open without police officer getting out of their vehicle. Must be able to open gate/fence from their phone.
ii. Create parking area along east side of building exclusively for police officers iii. Create access for police officers to their substation j. Surveillance: Provide comprehensive exterior security cameras and necessary low voltage cabling
k. IT/Wireless Service: Coordinate with IT to provide no low voltage cat 6 cabling/trays throughout the building along with new access points

2. Interior
a. General building
i. All new building systems
ii. Include technology in all new classrooms, open area and substation iii. New flooring throughout
iv. New restrooms for patrons and staff;
v. New restroom(s) exclusively for police officers
vi. New lighting plan to ensure no shadows or dark areas vii. Replace all furniture in public and private spaces viii. New ceiling system
ix. New HVAC, mechanical, electrical and plumbing
x. Repair interior and exterior windows; and doors
xi. Provide a comprehensive signage plan
xii. ADA compliance/Accessible path of travel
b. Open Community Area
i. Front desk to check in
ii. Open space with direct line of sight
iii. Maintain high vaulted ceilings and one story
c. Two New Classrooms
i. (1) Room dedicated for physical activities
ii. (1) Room dedicated for arts but can transform for senior citizen classes d. Two New Offices
i. (1) New office for Director
ii. (1) New office for Assistant Director
e. New Police Substation
i. New office(s)/work space
ii. New Restroom
iii. New kitchen / break area
Original Floor Plans are included in this Request for Proposals as Attachment 4 City Council 17 – 15 3/21/2023
City of Santa Ana RFP 22-095
Page A1-3
Consultant Responsibilities
The Consultant’s responsibilities shall include the following project tasks:

Consultant is responsible for providing all design and engineering as required for all components within the project scope of work. As applicable, this includes but is not limited to: survey, civil design, geotechnical investigation and report (for soils analysis), infiltration testing, architectural design, landscape architectural design, parking and site improvements design, street improvement design (new driveway/access points), structural design, interior design including bookshelf layout plans, furniture selection, electrical engineering, mechanical and plumbing engineering, etc.

Consultant will also be responsible for facilitating up to three (3) meetings with City Staff to obtain input and finalize concept plan, up to three (3) meetings with Pacific Park Neighborhood Association, and up to three (3) presentations to the Historic Resources Commission (HRC).

Consultant shall provide review sets in .pdf format.

Final plans shall be provided in AutoCAD or Microstation format, and .pdf format.

Task 1: Pre-Design
Preliminary design shall include Kick-off meeting with City Staff (representatives from Public Works Agency and Santa Ana’s PAAL) to discuss scope of work, project goals and objectives, potential elements and issues, schedule, review of existing information and site investigation. ➢ Deliverables shall include a Work Task Plan, Schedule, Geotechnical Report and Site Survey. Work Plan should include key milestones and highlight tasks associated with historical registry requirements.

Task 2: Concept Design
Consultant shall meet with City Staff to review potential layouts and develop concept plans. Concept design shall be presented to the Pacific Park Neighborhood Association for input, and to the Historic Resources Commission for approval before proceeding to subsequent tasks. ➢ Deliverables shall include up to three (3) concept designs, with drawings/renderings for each the following: exterior from Cypress Avenue and back alley, main common area, classroom /activities rooms, police substation.
➢ Final Concept shall be approved by City Staff
➢ Garner community input
➢ Obtain Historic Resources Commission approval
Task 3: Design Development (50% plans)
Design development will involve the schematic development of plans based on the approved conceptual design plan, which shall include but is not limited to survey, civil design, geotechnical investigation and report (for soils analysis), infiltration testing, architectural design, landscape architectural design, structural design, interior design, furniture selection, electrical engineering, mechanical and plumbing engineering, draft technical specifications and “opinion of estimated cost’.
➢ Deliverables shall include a 50% set of plans, including site section studies, draft specification, “Opinion of Probable Cost”.

City Council 17 – 16 3/21/2023
City of Santa Ana RFP 22-095
Page A1-4
Task 4: Construction Documents (90% and 100% plans)
Construction Documents (CDs) shall include finalizing approved deliverables from the Design Development phase. This includes the provision of detailed engineering and construction drawings that will serve as the basis for both bidding and construction by a general contractor. ➢ Deliverables shall include 90% and 100% plans, structural calculations, CASP report, final technical specifications, finalized “Opinion of Probable Cost”. 100% plans will go through a constructability review that could lead to comments and recommendations that should also be addressed and completed as part of this deliverable.

Plans: Plans shall include, but are not limited to the following:
• Title Sheet
• Civil Engineering
o Parking areas
o Grading And On-Site Drainage Plan
o Site Utility Plan
• Landscape Architectural
o Site Layout/Construction Plans And Details
o Planting Plans/Details/Notes
o Irrigation Plans/Details/Calculations/Notes
• Architectural
o Demolition Plans (interior and exterior)
o Construction Plans (interior and exterior)
o Reflected Ceiling Plans
o Exterior Elevations
o Interior Elevations
o Mechanical and Plumbing Plans/T-24
o Electrical Plans, as applicable
o Architectural Details
o Structural Calculations
o Door/Window/Finish/Hardware Schedules
o ADA Path of Travel design and/or signage Plan
• Structural Engineering
o Structural Design
o Structural Calculations
o Detailing
• Mechanical Engineering & Plumbing
o Include new HVAC system
o Include new water service meters (1-domestic, 1-irrigation) • Electrical Engineering
o Electrical Site Plan (exterior lighting)
o Electrical Floor Plan (interior lighting)
o Light fixture schedule
o Security System
o Photometrics.
o Location of panels, switchgear, meters
o Details
o Notes, specifications
City Council 17 – 17 3/21/2023
City of Santa Ana RFP 22-095
Page A1-5
Plan Check & Permits:

Additionally, this project is subject to review and approval by PWA CIP Engineering Division, CSA Planning & Building Agency (PBA), and the Historic Resources Commission (HRC).

PWA Engineering Divisions will be conducting reviews at concept, 30%, 50%, 90%, and 100% stages.

Plans shall not be submitted to PBA until they are at 100% status.

HRC approval shall be obtained during Concept phase of the project. Consultant shall be responsible for determining what is needed in the submittal package to obtain HRC approval.

Historic Resources Commission (HRC)
Pursuant to our Historic Ordinance, major exterior modifications to a historic structure requires the approval of the HRC through a duly noticed public hearing and issuance of a Certificate of Appropriateness. Therefore, the property owner would need to apply for a Historic Exterior Modification Application (HEMA). The cost for this application is $2,348.83.

Prior to presenting the application to the HRC city staff will ensure that any proposed exterior modifications are consistent with the Secretary of Interior’s Standards for rehabilitation and consistent with our Historic Ordinance. Staff recommends the proposal identify a historic consultant to provide a compliance statement ensuring consistency with the standards. This compliance statement would help streamline the review process and help with staff recommendation for approval.

The timeframe for the HEMA will also vary as we only have four regularly scheduled HRC meetings throughout the year (January, April, July, and October). It will be important to coordinate this effort proactively with the Planning department staff to determine the submittal deadline for the next available HRC meeting.

Planning and Building Agency – Plan Check:

Construction drawings shall be in accordance with the 2022 California Building Code (adopted January 1, 2023) and will require review/approval by the City Planning and Building Agency. As a condition of plan check approval, plans, specifications and structural calculations must be signed by a California licensed architect / landscape architect /civil engineer/structural engineer as appropriate. Additionally, the architect will be encouraged to identify their historic consultant to address questions and concerns related to the historical preservation of the building. Plans shall be organized so that they can be segregated cleanly for distribution to the various plan checking entities.

Construction drawings shall be submitted at 90% completion for review by Public Works CIP Engineering and Santa Ana PAAL staff and revised per their comments. The 100% complete construction drawing package will then be submitted for final City review Planning and Building Agency.

The Public Works Agency Project Manager will coordinate and assist with the submittal and review processes.

Consultant shall revise Contract Documents to reflect all comments and input provided by these divisions.

Consultant shall communicate directly with the Building Department Plan Checker as necessary to address any questions or request clarifications. Once complete, the consultant will revise the Contract Documents and provide written responses to all plan check comments and provide with resubmittals.

City Council 17 – 18 3/21/2023
City of Santa Ana RFP 22-095
Page A1-6
Technical Specifications
Technical specifications for all components listed above shall be provided by Consultant, or their Subconsultants, to the City in CSI (Construction Specifications Institute) format to be folded into city provided boiler plate specifications. Consultant shall coordinate language between the general and technical specifications to ensure conflicts are minimized. Technical specifications combined with the City Boiler Plate together become the Project Manual.

Final Opinion of Probable Cost
Consultant shall provide updated opinion of probable construction cost which shall reflect finalized plans, materials, systems, details of construction, and known or anticipated changes in the bidding market relative to the project. Should project scope exceed available budget, project plans/specifications will be phased as appropriate.

Task 5: Bid Advertisement, Construction Administration, Record Drawings:

Bid Advertisement
Consultant shall provide support to the City during the Bidding phase by assisting with questions, requests for information/clarification, or conflicts arising out of the bidding process. Consultant shall also attend pre-proposal meeting, if scheduled.

Construction Administration
Consultant shall provide support to the City during the Construction Administration phase by assisting with questions, requests for information/clarification, and/or reviewing submittals.

Record Drawings / As-Built Plans:

Upon construction completion, consultant shall incorporate as-built information, as provided by the General Contractor, into the drawing files to provide record drawings for City archives.

Fee Proposal:

In addition to Section IV.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured to correspond to the abovementioned tasks as follows:

Task 1: Pre-Design
Task 2: Concept Design
Task 3: Design Development
Task 4: Construction Documents
Task 5: Bid Advertisement, Construction Administration, Record Drawings Total Fee: _____________
Fee schedule for each task should include an hourly breakdown that corresponds to the task total.

City Responsibilities
The City will be responsible for the following items:
• Provision of available plans and existing documentation on file. • Provision of electronic design file with City title block and title sheet (24" x 36") • Provision of standard City boilerplate specifications. • Acting as liaison with the appropriate decision making bodies, as necessary. • Assist with coordination and processing of plans and documents with governmental agencies having jurisdiction over the project.

City Council 17 – 19 3/21/2023

EXHIBIT B
City Council 17 – 20 3/21/2023

D U N B A R A R C H I T E C T U R E
ARCHITECTURE & DESIGN | HISTORIC ARCHITECTURE | INTERIORS

STATEMENT OF QUALIFICATIONS & PROPOSAL
RFP NO.: 22-095
January 18, 2023

CIT Y OF SANTA ANA

CYPRESS STREET FIRE STATION

RENOVATION
City Council 17 – 21 3/21/2023
5 Based on the information provided in the Request for Proposal, Response to Questions, and the Pre-bid site walk on December 21, 2022, we understand the project to consist of a 4,000 rehabilitation project that will renovate the historic Cypress Fire Station (3,500 square feet) and remove a non-original rear carport addition (500 square feet) on an approximate 8,000 square foot lot.

The project is located at 625 South Cypress Avenue and was designed in 1928 by Frederick M.

Eley, a prolific and highly regarded architect in early Santa Ana and Orange County history. The goal of the project is to transform the building and exterior spaces into a new Santa Ana Police Athletic & Activity League (PAAL) center to serve the community, while restoring the exterior integrity of the building and maintain its historic register standing.

Anticipated Site Work:

Site work includes grading, asphalt and concrete work around the site, ADA access improvements at the exterior of the building, fencing and gates, utility connections and related buildouts, parking area grading and striping, site lighting, EV charging stations, stormwater management (LID) and site drainage, erosion control, irrigation, and landscaping.

Additionally, we see the site work as an opportunity to engage with and create exciting placemaking and programming opportunities for the community. By the removal of the existing and excessive hardscape and the introduction of low maintenance and low water use native plant landscaping, we believe there is a prospect to create a welcoming and engaging outdoor space for the community. We feel that even small spaces can provide a place of respite and occasions for community activities and learning.

Anticipated Building work:

General programming of the building is to include an open community area with a front desk check-in, two new classroom spaces dedicated for physical recreation and art activities, two new offices for the Director and Assistant Director, restrooms, and a new Police Substation with

APPROACH TO PROJECT
City Council 17 – 22 3/21/2023
6 workspace and break room. A patio for activities is envisioned for the front (west) exterior space. Secured enclosure off the rear (east) side of the building that opens onto the existing alleyway is to provide access to police offices and staff. The city has noted that project will not be considered an “Essential Services” building.

The exterior of the building, specifically the front and side elevations will be restored to retain its character defining features. Using the original historic drawings and photos of the original building, doors and windows will be recreated to return the building to its original exterior.

Interior and exterior lighting will be selected for appropriateness. The clay tile roof, stucco, and decorative tiling will be cleaned, repaired, and reinstalled to match existing as needed. It is anticipated that a new built-up roofing system will be required at flat and parapet roof areas.

Interior work will be designed to provide inviting and engaging spaces for users that is modern but complementary to the historic building. Accessibility, safety, and inclusion will be the driving factors for interior spaces and finishes.

PROCESS
Task 1: Pre-Design
Our first step after the initial kick off meeting will be to initiate a site survey, develop a base level of working architectural drawings from the original building drawings, and determine if additional information is needed. A meeting with city staff will be held to confirm programming requirements and discuss initial concept design options.

DELIVERABLES:
• A programming and project narrative, including engineering memos of expected scope for structural, mechanical/ electrical/ plumbing, and civil engineering. • Base level architectural plans for concept design discussions • Work task plan and schedule
• Site survey
• Identification of additional material testing and investigative demolition, if necessary • Identification of applicable codes and standards and coordination of requirements with appropriate agencies
City Council 17 – 23 3/21/2023
7 Task 2: Concept Design
After developing three preliminary design concept schemes, a second meeting will be held with city staff (PWA and PAAL) to review adjacencies, locations, and program adjustments.

The first meeting with the Pacific Park Neighborhood Association will be held to introduce the design concepts to the group. Feedback from the group will be used to make adjustments to the design concepts. A Rough Order of Magnitude (ROM) cost estimate narrative will be developed to establish Rough Order of Magnitude costs for the three design concept options. A second meeting with the Pacific Park Neighborhood Association will occur to review updates to the design concepts and determine a preferred direction. A third meeting with city staff will occur to select the final option. Once the final option is selected, the team will prepare a submittal package of the selected concept to the Historic Resources Commission.

DELIVERABLES:
• Rendered concept drawings with 5 views for each of the 3 concepts (15 renderings) • Schematic level plans and elevations for review by the Historic Resources Commission • ROM Cost Estimate narrative
Task 3: Design Development (50% Package)
The Design Development phase will begin to develop the selected concept design option and begin the process of engineering and coordination of drawings within the design team. The selection process of materials, finishes, fixtures, and furnishings will begin at this stage. A meeting with city staff to review the 50% Design Development drawing and specification package along with an updated Cost Estimate will take place at the end of this phase. If Value-Engineering of the project is requested by the city, Additional Service fees will be submitted for re-design and re-engineering of the project.

DELIVERABLES:
• 50% DD drawings and specifications
• Outline of Project Manual
• 50% DD Cost Estimate
Task 4: Construction Documents (90%)
We have split Task 4 into two components – completion of the Construction Documents to 90% and Agency Submission through Approvals.

For Task 4.1 Construction Documents, a substantially complete package of drawings, specifications, and cost estimate updates will be delivered to the city. A final review of the CD Package will take place with city staff (PWA & PAAL).

DELIVERABLES:
• 90% CD drawings and complete CD specifications
• Updated Cost Estimate based on 90% CD package
• Project Manual with all narratives and reports, including CASp report City Council 17 – 24 3/21/2023
8 Task 4.2 Agency Submission through Approvals anticipates two rounds of plan check responses. Once the drawings are reviewed, cleared, and signed by city staff, a final For Construction Bid Set will be issued with all corrections and bidding instructions included. A Project Manual will be included with a summary of the work, sample construction schedule and other relevant information.

DELIVERABLES:
• For Construction Bid Set
• Project Manual with all narratives, instructions, and reports Task 5: Bidding, Construction Administration, & Close-Out We anticipate 3 months for General Contractor Bidding on this project and a 12-month Construction period. Our team will provide the support to review Requests for Information and Submittals, and Architect will attend weekly Owner/Architect/ Contractor (OAC) meetings during the course of construction. The design team and client will provide a punch list near the end of construction. Following construction completion, we will work with the General Contractor to provide signed and stamped Record Drawings with all field changes during construction identified and included.

ASSUMPTIONS:

1. The City will contract directly with a Geotechnical Engineer to provide a soils report for the project if needed. Architect and Structural Engineer can provide consultant recommendations if requested.

2. Fees for a topographic survey are included in this proposal. The following are assumed:
• The City will provide a current title report of the property • The City will hire a subsurface utility locating company, if needed. • The site will be accessible and clear of all obstructions at the requested time of survey. • Lot Tie Agreement and Lot Line Adjustments are not included. • Legal description(s) and exhibit(s) for dedications/ easements are not included. • Sufficient survey monumentation will exist at the controlling major intersections and key locations of the underlying record maps.
• A Record of Survey (boundary survey) to be filed is not included. • If either of the last two items are required, additional fees will be incurred.

3. The City will contract directly with an Environmental Consultant for CEQA requirements if required. Architect can provide consultant recommendations if requested.

4. If a Street Improvement Plan is required, additional fees will be incurred by Civil Engineer.

Improvements to the actual vehicular street are not included. Per the RFP, improvements to the curb will be included.

5. As the interior of the building is open to the structure, it is not anticipated that additional investigative demolition will be necessary. However, if that changes during the initial phases of the project, the team will notify the City and make the request in writing with reasons for the request.

City Council 17 – 25 3/21/2023
Section 2

SCOPE OF SERVICES & SCHEDULE
City Council 17 – 26 3/21/2023

DESIGN DELIVERY SCHEDULE

SANTA ANA CYPRESS F IRE STAT ION RENOVAT ION
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TASK 5.3: Support through Closeout
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City Council 17 – 27 18 3/21/2023

EXHIBIT C
City Council 17 – 28 3/21/2023
FEES
TOTAL per
consultant
% of $2.2M
construction
budget
$150,135 6.82%
$71,000 3.23%
$58,520 2.66%
$39,740 1.81%
$42,135 1.92%
$18,270 0.83%
$6,280 0.29%
$8,800 0.40%
$394,880 17.95%
(1 week)
TASK 5.3
$5,415
$0
$1,000
Close Out
TASK 4.2
100% CDs
TASK 5.1
(12 weeks)
TASK 5.2
(12 months)
$69,340
$0
$9,000
$0
$23,495
$0
$5,000
$12,800
$0
$5,000
$45,000
$9,500
TASK 4.1
$0
$122,650
$7,250
$32,000
(16 weeks)
$1,150 $2,300
90% Construction
Documents
Agency Reviews &
Approvals
Bid Support &
Award CA
$20,050 $3,710 $1,000
$15,960 $2,250 $610
$0 $0 $0 $0
$51,495
$2,610
$3,000
TASK 3
(12 weeks)
$0
$85,500
$8,410
$15,000
TASK 2
(14 weeks)
$0
$5,670 $14,440
$10,500
$24,330
Concept Design
Design
Development 50%
$3,325 $12,150
$0 $0
TOTAL per Task:

TASK 1
(4 weeks)
$8,800
$3,100
$24,185
$0
$1,000
Landscape Architect
$3,150
$705
$1,150
Pre-Design
Surveyor $6,280 $0
Architectural
(includes CASp)
Geotech
Civil
Cost Estimator
$36,040
$0
$10,560
$0
$5,040 $1,065
Structural
MEP
$25,000
$0
$1,000
$1,200
$12,560 $11,350 $1,975 $1,150
$3,540
&nbsp;&nbsp;City Council&nbsp;17 &ndash;&nbsp;293/21/2023&nbsp; Public Works Agency
www.santa-ana.org/public-works
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
March 21, 2023
TOPIC: Agreement With Southern California Edison Company

AGENDA TITLE
Agreement to Extend License with Southern California Edison Company for the Bristol/Alton Bike Trail (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a License Agreement (Contract No. 9.5074) with Southern California Edison Company to continue the use of Edison property for the Bristol Street and Alton Avenue Bike Trail for a term from May 1, 2023 through April 30, 2028 in an amount not to exceed $1,587, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On May 1, 2008, March 4, 2013, and April 17, 2018, the City Council approved a fiveyear license agreement with Southern California Edison Company (Exhibit 1) for the use of property at Bristol Street and Alton Avenue for parks and public recreational purposes. The property is used for the Alton Bike Trail connection between the Pacific Electric Bike Trail and the Santa Ana River Bike Trail (Exhibit 2). As a critical connection for the City’s Golden Loop Bike Trail System, the City installed a 10-foot wide asphalt bike trail, irrigation, and landscaping on the property, and continues to maintain the site.

The license agreement will continue the use of the property as originally agreed and will expire on April 30, 2028 for a total compensation of $1,587 for the five-year term.

FISCAL IMPACT
Funds are available for expenditure in the current Fiscal Year 2022-23 budget:

Fiscal Year Accounting
Unit – Account
No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
2022-23 01117651-62320 General Fund Park maintenance
Service Enhancement
– Maintenance &
Repair Buildings
$1,587
TOTAL $1,587
City Council 18 – 1 3/21/2023
License Agreement with Southern California Edison Company March 21, 2023

EXHIBIT(S)

1. Southern California Edison License Agreement

2. Location Map
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 18 – 2 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074
Initial (_______)(_____/______/______)
Licensor/Licensee
-1-
Rev8 2016-05-11 GS-JC

CITY OF SANTA ANA PUBLIC WORKS AGENCY

L I C E N S E A G R E E M E N T

IN DEX OF ARTICLES

1. USE

2. TERM

3. CONSIDERATION

4. INSURANCE

5. LICENSOR’S USE OF THE PROPERTY

6. LICENSEE’S IMPROVEMENTS

7. LICENSEE'S PERSONAL PROPERTY

8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES

9. ACCESS AND CLEARANCES

10. PARKING

11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT)

12. FLAMMABLES, WASTE AND NUISANCES

13. PESTICIDES AND HERBICIDES

14. HAZARDOUS WASTE

15. SIGNS

16. FENCING AND EXISTING FIXTURES

17. PARKWAYS AND LANDSCAPING

18. IRRIGATION EQUIPMENT

19. UNDERGROUND TANKS

20. UNDERGROUND FACILITIES

21. UTILITIES

22. TAXES, ASSESSMENTS AND LIENS

23. EXPENSE

24. ASSIGNMENTS

25. COMPLIANCE WITH LAW

26. GOVERNING LAW

27. INDEMNIFICATION

28. TERMINATION

29. EVENTS OF DEFAULT

30. REMEDIES

31. LICENSEE’S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION

32. LIMITATION OF LIABILITY

33. NON-POSSESSORY INTEREST

34. WAIVER

35. AUTHORITY

36. ELECTRIC AND MAGNETIC FIELDS
EXHIBIT 1
City Council 18 – 3 3/21/2023
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37. INDUCED VOLTAGES

38. NOTICES

39. RECORDING

40. COMPLETE AGREEMENT

41. SIGNATURE AUTHORITY

42. SURVIVAL
APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS

ADDENDUM(S)

PARKING

PARK USE

TREES/LANDSCAPING

City Council 18 – 4 3/21/2023
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LICENSE AGREEMENT
THIS AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized under the laws of the State of California, called "Licensor", and , CITY OF SANTA ANA PUBLIC WORKS AGENCY called "Licensee";
WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth, hereinafter designated as "Property” on the Exhibit "A" attached hereto and made a part hereof, being all of Assessor’s Parcel Number 410-223-07, situated in the City of Santa Ana, County of Orange, State of California, subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether or not of record.

Acknowledgment of License and Disclaimer of Tenancy
Licensee acknowledges and agrees that the License constitutes a limited, revocable, non-possessory, personal and non-assignable privilege to use the Property solely for those permitted uses and activities expressly identified in the Agreement (the “License Privilege”). Licensee further acknowledges and agrees that:
● The consideration paid by Licensee pursuant to Article 3 of the Agreement is consistent with the value of the rights comprising the License Privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest (such as a lease) in the Property or similarly situated parcels. ● Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or leasehold in relation to the Property.
● The Agreement and/or any prior and/or future acts or omissions of Licensor shall not create (or be construed as creating) a leasehold, tenancy or any other interest in the Property.
● Licensor may terminate the License and revoke the License Privilege at any time, subject, if applicable, to a notice period agreed upon by the parties, as more particularly set forth in the Agreement.
● In consideration of Licensor’s grant of the License, Licensee specifically and expressly waives, releases and relinquishes any and all right(s) to assert any claim of right, privilege or interest in the Property other than the License. ● Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Licensor would not enter into the Agreement.

City Council 18 – 5 3/21/2023
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1. Use: Licensee will use the Property for park and public recreation purposes only.

Licensor makes no representation, covenant, warranty or promise that the Property, and any fixtures thereon, are fit or suitable for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee’s use of the property for any other purpose and/or failure to utilize the Property in accordance with this License as determined by the Licensor in its sole discretion will be deemed a material default and grounds for immediate termination of this Agreement in accordance with Articles 28 and/or 30.

2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term of five (5) years commencing on the first day of May, 2023 and ending on the last day of April, 2028. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason.

3. Consideration: Licensee will pay to Licensor the sum of One Thousand Five Hundred Eighty Six and 36/100 Dollars ($1,586.36) upon the execution and delivery of this Agreement for the full term of this Agreement. Payment to Licensor must be in the form of a check or money order payable to Southern California Edison Company. No cash payments will be accepted by Licensor.

All accounts not paid by the agreed upon due date may be subject to a late fee of up to 20% of the amount that was due on the date.

Initial payment will be paid to the Southern California Edison Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department – Accounts Receivable.

4. Insurance: During the term of this Agreement, Licensee shall maintain the following insurance:
(a) Workers’ Compensation with statutory limits, under the laws of the State of California and Employer’s Liability with limits of not less than $1,000,000.00 each accident, disease/each employee, and disease/policy limit. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. (b) Commercial General Liability Insurance, including contractual liability and products liability, with limits not less than $2,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional insureds, but only for Licensee’s negligent acts or omissions; (ii) be primary for all purposes and (iii) contain separation of insureds or cross-liability clause, and (iv) require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor.
(c) Commercial Automobile Liability insurance with a combined single limit of $2,000,000.00. Such insurance shall cover the use of owned, non-owned and hired vehicles on the Property.

The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement and grounds for immediate termination pursuant to Articles 28 and/or 30. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38 City Council 18 – 6 3/21/2023
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“Notices”, at least ten days prior to the effective date of this Agreement, and thereafter at least ten days prior to each insurance renewal date. Licensee must provide Licensor at least thirty (30) days notice before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the event insurance is canceled for the non-payment of a premium, Licensee must provide to Licensor at least ten (10) days’ prior written notice before the effective date of cancellation. The required insurance policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and non-contributory with any insurance or self-insurance maintained by Licensor.

5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and assigns, have the right to enter the Property, at all times, for any purpose, and the right to conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property, structures, and/or crops located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the Property or a portion thereof, and/or any related damages, as a result of Licensor’s activities under this Article.

6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee’s conceptual plans for proposed improvements shall be developed in accordance with the guidelines contained in the Appendix to this License. It is understood and agreed that the general guidelines contained in the Appendix are intended to provide a framework for the development of conceptual plans only; and that Licensor may modify or add to the conditions contained in the Appendix hereto, based on individual site characteristics, Licensor’s existing or potential operating needs or Licensee’s proposed use(s). Licensee must submit, for Licensor's prior written approval plans for any modifications to such improvements. Written approval may be modified and/or rescinded by Licensor for any reason whatsoever.

To the extent Licensor reviews and/or approves any improvement plans, Licensor is doing so only for purposes of determining whether said improvements are compatible with Licensor’s use of the Property.

Under no circumstances shall such review and/or approval be construed as a warranty, representation, or promise that the Property is fit for the proposed improvements, or that said improvements comply with any applicable city, state, or county building requirements, other legal requirements, or the generally accepted standard of care.

At any time, Licensor may require Licensee to modify and/or remove any or all such previously approved improvements at Licensee’s risk and expense and without compensation from Licensor. Licensor is not required, at any time, to make any repairs, improvements, alterations, changes or additions of any nature whatsoever to the Propertyand/or any fixtures thereon. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensor’s right to terminate in accordance with Articles 28, and/or 30.

7. Licensee's Personal Property: (i) Licensor grants Licensee permission to place Licensee’s personal property on the Property consistent with the use identified in Article 1 and other terms of this Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the termination or expiration of this Agreement. All equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the property of Licensee, except as otherwise set forth herein.

Licensee shall be responsible for any damage to the Property and/or Licensor’s personal property arising out of Licensee’s activities on the Property, including its use and/or removal of Licensee’s personal property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee’s City Council 18 – 7 3/21/2023
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personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to maintain or secure Licensee’s personal property at any time. (ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on the Property, for a period longer than twenty-four (24) consecutive hours, any personal property owned by a non-party to this Agreement.

Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of action, expenses and/or liability arising from the storage of, damage to, and/or loss of use of such nonparty’s personal property.

8. Height Limitations and Vertical Clearances: Any equipment used by Licensee or its agents, employees or contractors, on and/or adjacent to the Property, will be used and operated so as to maintain minimum clearances from all overhead electrical conductors as designated in the table below:

Vehicle/ Equipment Vertical Clearance
500 kV 35 feet
220 kV – 66kV 30 feet
<66kV (Distribution facilities) 25 feet
Telecom 18 feet
All trees and plants on the Property will be maintained by Licensee at a maximum height of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee’s expense, any tree and/or other planting.

9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access to all of Licensor's facilities on the Property and at no time will there be any interference with the free movement of Licensor's equipment, personnel, and materials over the Property. Licensor may require Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen (16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of forty (40) tons on a three-axle vehicle. The minimum width of all roads shall be increased on curves by a distance equal to 400/inside radius of curvature. All curves shall have a radius of not less than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by Licensor, Licensee will make no use of the area directly underneath Licensor's towers and will maintain the following minimum clearances:
a. A 50-foot-radius around suspension tower legs, H-Frames and poles and 100-foot radius around dead-end tower legs, H-Frames and poles.
b. A 25-foot-radius around all other poles.

NOTE: Additional clearance may be required by Licensor for structures.

10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in a writing executed by Licensor.

City Council 18 – 8 3/21/2023
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11. Weeds, Brush, Rubbish and Debris (Weed Abatement): Licensee will keep the Property clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor.

12. Flammables, Waste and Nuisances: Unless permitted by Licensor in writing, Licensee will not, or allow others, to place, use, or store any flammable or combustible materials or waste materials on the Property or commit any waste or damage to the Property or allow any to be done.

Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances.

Licensee will not permit dogs on the Property.

13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides, herbicides and any other toxic substances declared to be either a health or environmental hazard, and all materials contaminated by such substances, including but not limited to, containers, clothing and equipment, in the manner prescribed by law.

14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and/or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from all claims, loss, damage, actions, causes of action, expenses and/or liability arising from leaks of, spills of, and/or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during and after the Agreement term, and are attributable to the actions of, or failure to act by, Licensee or any person claiming under Licensee.

15. Signs: Licensee must obtain written approval from Licensor prior to the construction or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three (3) days from the date on which the Licensee learns of the graffiti remove any signs containing graffiti or shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor.

Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product, service, or good which is (i) not directly related to Licensee’s use of the Property, (ii) offensive to the public, or (iii) which Licensor, in its reasonable discretion, deems objectionable.

16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied warranties for any fencing and/or other fixtures affixed to the Property, and further disclaims any liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior written approval from Licensor. Such fencing will include double drive gates, in locations specified by Licensor, a minimum of twenty (20) feet in width, and designed to accommodate separate Licensor and Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property, including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and submitted to Licensor.

17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor.

18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the commencement of this Agreement, including but not limited to pipelines, well pumping equipment and other structures, is the property of Licensor and will remain on and be surrendered with the Property City Council 18 – 9 3/21/2023
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upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense.

19. Underground and Above-Ground Tanks: Licensee will not install underground or aboveground storage tanks, as defined by any and all applicable laws or regulations, without Licensor's prior written approval.

20. Underground Facilities: Any underground facilities must be approved by Licensor pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies and/or procedures of Dig Alert, prior to any underground installation. Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load of forty (40) tons on a three-axle vehicle.

Licensee will compact any earth excavated to a compaction of ninety percent (90%). Licensee will relocate its facilities at its own expense so as not to interfere with Licensor's proposed facilities.

21. Utilities: Licensee will pay all charges and assessments for, or in connection with, water, electric current or other utilities which may be furnished to or used on the Property.

22. Taxes, Assessments and Liens: Licensee will pay all taxes and assessments which may be levied upon any crops, personal property, and improvements, including but not limited to, buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens, including but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person claiming under Licensee. If Licensee fails to pay the above-mentioned taxes, assessments or liens when due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within thirty (30) days of the agreed upon due date will be charged a "late fee" on all amounts outstanding up to the maximum rate allowed by law.

23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement.

All matters or things required by Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters or things.

24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party.

25. Compliance with Law: Licensee will comply with all applicable federal, state, county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and/or liability arising from or resulting from any violation of this provision.

26. Governing Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions will be determined in accordance with the laws of the State of California.

City Council 18 – 10 3/21/2023
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27. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and/or liability arising from or growing out of loss or damage to property, including that of Licensor, or injury to or death of persons, including employees of Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee.

28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation (indemnity or otherwise) which Licensee may have incurred. Upon termination, Licensor may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee’s failure to perform its obligations under this Agreement. Licensee's continued presence after termination shall be deemed a trespass. In the event of a termination for any reason other than non-payment of the License fee, Licensor shall refund any previously collected/pre-paid License fees covering the unused portion of the remaining term, to the extent such fees exceed any offset claimed by Licensor under the Agreement

29. Events of Default: In addition to material defaults otherwise described herein, the occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee:
(a) Any failure by Licensee to pay the consideration due under Article 3, or to make any other payment required to be made by Licensee when due. (b) The abandonment or vacating of the Property by Licensee. (c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 24.
(d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency for Licensee’s activities under this Agreement. (d) Any attempt to exclude Licensor from the licensed premises. (f) The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder where possession is not restored to Licensee within five (5) days; the attachment, execution or other judicial seizure of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder, where such seizure is not discharged within five (5) days. (g) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in "clause f" of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof.
(h) Any claim by Licensee that it has a possessory interest and/or irrevocable license in the Property.

City Council 18 – 11 3/21/2023
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(i) With respect to items not otherwise listed in Article 29.a-h, the failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee. Licensor shall provide written notice of such failure and Licensee shall be considered in material default where such failure continues for a total of ten (10) or more consecutive days from the date of the notice. Further, with respect to items not otherwise listed in Article 29.a-h, Licensee shall be considered in material default should Licensee fail to observe or perform any other provision of this Agreement for more than fifteen (15) days during the entire Term of the Agreement in the aggregate, after Licensor provides an initial written notice of such failure. After providing initial notice under this provision, Licensor will not be required to provide any subsequent notice of breach of this Agreement.

30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any material default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee hereunder by giving written notice of such immediate termination to Licensee.

31. Licensee’s Personal Property Upon Termination or Expiration: In the event that this Agreement is terminated, whether termination is effected pursuant to Article 28 and/or 30, or in the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee’s sole cost and expense and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition it was in prior to the Licensee’s use of the Property, in a manner satisfactory to Licensor.

If Licensee fails or refuses to remove any of Licensee’s personal property, building(s), fixture(s) or structure(s) from the Property prior to the earlier of the termination date or expiration date, said personal property, building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with no further notice to Licensee. Licensor shall not be required to seek and/or obtain judicial relief (including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible for the value of Licensee’s personal property.

Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to (i) the removal, disposal or sale of Licensee’s personal property, building(s), fixture(s) or structure(s), (ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies and environmental remediation and/or cleanup attributable to Licensee’s use of the Property, and (iv) the restoration of the Property to the condition it was in prior to Licensor’s initial use of the Property.

Licensee agrees to pay such expenses to Licensor upon demand.

32. Limitation of Liability:

IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3,

WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR, LICENSEE AGREES TO LIMIT LICENSOR’S LIABILITY PURSUANT TO THIS AGREEMENT. AS SUCH, IF LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR’S NEGLIGENCE, INCLUDING GROSS NEGLIGENCE, FOR DAMAGE OR DESTRUCTION OF LICENSEE’S PERSONAL PROPERTY,

BUILDING(S), STRUCTURE(S) OR FIXTURE(S) AFTER THE TERMINATION OR EXPIRATION OF

THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT.

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FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR DAMAGE TO LICENSEE’S BUSINESS, IF ANY, INCLUDING, BUT NOT LIMITED TO,

LOSS OF PROFITS, LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY,

LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE, HOWEVER OCCURRING, RELATED TO THIS AGREEMENT.

33. Non-Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any possessory interest, whether temporary, permanent, or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest and Licensee will not claim that it has or ever had an irrevocable license in the Property.

34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally or by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed by Licensor. No waiver by Licensor of any provision shall be deemed a waiver of any other provision or of any subsequent breach by Licensee of the same or any other provision. Licensor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Licensor's consent to or approval of any subsequent act by Licensee. Licensor’s acceptance of payment after providing notice of termination to Licensee shall not constitute a waiver of Licensor’s termination of the Agreement.

35. Authority: This Agreement is executed subject to General Order No. 69-C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this reference. As set forth in General Order 69-C, this License is made conditional upon the right of the Licensor either on order of the Public Utilities Commission or on Grantor’s own motion to resume the use of that property (including, but not limited to the removal of any obstructions) whenever, in the interest of Licensor’s service to its patrons or consumers, it shall appear necessary or desirable to do so.

Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should not be construed as a subordination of Licensor’s rights, title and interest in and to its fee ownership, nor should this Agreement be construed as a waiver of any of the provisions contained in said License or a waiver of any costs of relocation of affected Licensor facilities.

36. Electric and Magnetic Fields (“EMF”): There are numerous sources of power frequency electric and magnetic field (“EMF”), including household or building wiring, electrical appliances and electric power transmission and distribution facilities. There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long-term exposures to EMF and certain diseases is based on this scientific research and public concerns.

While some 40 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about diseases have been successfully resolved due to an aggressive international research program. However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected.

Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the property under this agreement, the information available about EMF. Accordingly, Licensor has attached to this document a brochure that explains some basic facts about EMF and that describes Licensor policy on City Council 18 – 13 3/21/2023
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EMF. Licensor also encourages Licensee to obtain other information as needed to assist in understanding the EMF regarding the planned use of this property.

37. Induced Voltages: Licensee hereby acknowledges that any structures (including, but not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed herein, (hereinafter, the “Structures”) in close proximity to one or more high voltage (66 kilovolt or above) electric transmission lines and/or substation facilities may be susceptible to induced voltages, static voltages and/or related electric fault conditions (hereinafter collectively referred to as “Induced Voltages”) unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated, Induced Voltages can cause a variety of safety and/or nuisance conditions including, but not limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities connected to the Structures (including, but not limited to, natural gas lines, water lines or cable television lines), or interference with or damage to sensitive electronic equipment in or around the Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of factors such as electric facility configuration and voltage, other utilities involved, or sensitivity of electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation measures should be undertaken regarding the Structures and to implement such mitigation measures at its sole cost and expense.

Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective officers and employees against all claims, loss, damage, actions, causes of action, expenses and/or liability arising from or growing out of loss or damage to property, including Licensor’s own personal property, or injury to or death of persons, including employees of Licensor caused by or resulting from or connected to Induced Voltages on or related to the Structures.

38. Notices: All notices required to be given by either party will be made in writing and deposited in the United States mail, first class, postage prepaid, addressed as follows:

To Licensor: Southern California Edison Company
Vegetation & Land Management
Land Management – Metro Region
2 Innovation Way
Pomona, CA 91768
To Licensee: City Of Santa Ana Public Works Agency
P.O. Box 1988 M-23
Santa Ana, CA 91702
Business Telephone No. (714) 571-4200
Notice will be deemed effective on the third calendar day after mailing. A party will immediately notify the other party in writing of any address change.

39. Recording: Licensee will not record this Agreement.

40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any City Council 18 – 14 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)(_____/______/______)
Licensor/Licensee
-13-
Rev8 2016-05-11 GS-JC
way by any previous written or oral agreements or any subsequent oral agreements or unsigned written agreements. This Agreement may be modified or amended only by way of a writing executed by both parties.

41. Signature Authority: Each of the persons executing this Agreement warrants and represents that he or she has the full and complete authority to enter into this Agreement on behalf of the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms contained herein.

42. Survival: Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. (THIS SPACE LEFT BLANK INTENTIONALLY)
City Council 18 – 15 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074
Initial (_______)(_____/______/______)
Licensor/Licensee
-14-
Rev8 2016-05-11 GS-JC
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate.

LICENSOR:

SOUTHERN CALIFORNIA EDISON COMPANY
By___________________________________________

CAROLINA BEDOLLA
Real Estate Specialist
Land Management – Metro Region
Vegetation & Land Managment
_____________________
Date
LICENSEE:

CITY OF SANTA ANA PUBLIC WORKS AGENCY
By___________________________________________
KRISTINE RIDGE, City Manager
_____________________
Date
By___________________________________________
, Clerk of the Council
_____________________
Date
By___________________________________________
NABIL SABA, Executive Director Public Works
_____________________
Date
Approved as to Form
___________________________________
Jose Montoya
Assistant City Attorney
City Council 18 – 16 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

APPENDIX
Guidelines for Standard Licensee Improvements
The following criteria are provided to aid in developing a conceptual plot plan to be submitted to Southern California Edison Company herein after referred to as “Licensor” for consideration and approval prior to the start of any construction on “Licensor” property.

Plans should be developed indicating the size and location of all planned improvements. The plan should specify the dimensions of all planned improvements and the distance of all planned improvements from property lines and all adjacent “Licensor” towers, poles, guy wires or other “Licensor” facilities.

The plan must show the locations of all “Licensor” towers and poles, 16-foot wide access roads, main water lines and water shut-off valves, electrical service lines and parking areas. All plans must indicate adjacent streets and include a “north arrow” and the Licensee’s name.

SHADE STRUCTURES
(Definition: A non-flammable frame covered on the top with a material designed to provide shade to aid in growing plants)

1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations, should be placed perpendicular to Licensor’s overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height

2. Shade structures will not be permitted within the following areas reserved for Licensor’s access:
a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles

3. Shade structures must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer d. Shade covering must be non-flammable and manufactured with non-hydrocarbon materials.

City Council 18 – 17 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

SHADEHOUSES/HOTHOUSES
(Definition: A simple, non-flammable, enclosed structure designed to control temperature without the benefit of heating and/or air conditioning units to aid in propagating and/or growing plants)

1. Shadehouses/hothouses must maintain minimum spacing of 50 feet between shadehouse/hothouse locations, should be placed in perpendicular to Licensor’s overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height

2. Shadehouses/hothouses will not be permitted within the following areas reserved for Licensor’s access:
a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles

3. Shadehouses/hothouses must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer d. Covering must be non-flammable and manufactured with non-hydrocarbon materials

GREENHOUSES
(Definition: An enclosed structure designed to control temperature and/or humidity by the use of heating and/or air conditioning units to aid in propagating and/or growing plants) Greenhouses will be considered on a case-by-case basis.

IRRIGATION SYSTEMS / WELLS

1. Maximum diameter of pipe: 3 inches

2. All pipe must be plastic Schedule 40 or better

3. No irrigation system will be permitted within the following areas reserved for Licensor’s access:
a. Within 2 feet from edge of 16-foot wide access roads b. 50 -foot radius around suspension tower legs, H-Frames and poles City Council 18 – 18 3/21/2023
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2014.12.01_V11-GS-JC
c. 100-foot radius around dead-end tower legs, H-Frames and poles

4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way

5. Suitable identification markers will be required on main controllers and valves

6. Locations of main shut off valve will be provided and shown on a plot plan

7. Underground facilities must have a minimum cover of three feet

8. Earth disturbed must be compacted to ninety percent (90%)

LANDSCAPING

1. No trees will be permitted under the overhead electrical conductors or within 20 feet of the “drip line” of the conductors

2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height of only 40 feet and must be maintained by the Licensee at a height not to exceed 15 feet

3. Placement of large rocks (boulders) must be approved in writing by Licensor

4. Any mounds or change of grade must be approved in writing by Licensor

5. No cactus or thorny shrubs will be permitted

6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in writing by Licensor
TRAILERS (Definition: Removable / portable office modules are not permitted without Licensor’s prior permission. Trailers must meet the following criteria to be considered: Trailers must meet the following criteria:
a. Must have axles and wheel and be able to be moved
b. Maximum length: 40 feet
c. Maximum height: 15 feet
d. Maximum width: 12 feet

2. No trailers will be permitted within the following areas reserved for Licensor’s access:
a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles e. Under or within 10 feet of the conductor “drip lines” City Council 18 – 19 3/21/2023
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Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

3. Sewer or gas lines to trailers must be approved in writing by Licensor

4. Location of all electrical and telephone lines must be approved in writing by Licensor

5. Electrical lines must be installed by a licensed -general contractor.

6. Trailers shall not be used for residential purposes

7. Toxic or flammable materials will not be permitted in trailers

8. Adequately grounded by a licensed -general contractor

PARKING AREAS
Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the “drip lines” without Licensor’s prior written approval. Parking spaces to be identified under the approved site plan. “No Parking” striping may be required in areas where additional clearance is required.

MATERIAL STORAGE

1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to provide Licensor clear access to its facilities.

2. Licensee must provide Licensor with a list of material stored on the right of way

3. No toxic or flammable materials will be permitted

4. No materials shall be stored within the following areas reserved for Licensor’s access:
a. Within 2 feet from edge of 16-foot wide access roads b. 50 - foot radius around suspension tower legs, H-Frames and poles c. 100 - foot radius around dead-end tower legs, H-Frames and poles d. 25 feet from anchors/guy wires, poles and wood poles

5. Storage of materials not to exceed a maximum height of 15 feet

6. No storage of gasoline, diesel or any other type of fuel will be permitted

7. Any fencing around the storage areas must have Licensor’s prior written approval.

City Council 18 – 20 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

A D D E N D U M

PARKING
A. Vehicles parked on the Property are limited to those owned by Licensee and its employees, invitees, customers and visitors. Licensee will not allow the storage, repairing or refueling of any vehicles on the property.

B. Licensor only allows overflow parking. No portion of the Property will be used to satisfy the minimum parking requirements of any government agency.

C. Licensee must obtain prior written approval from Licensor for any vehicle parking improvements and/or subsequent modification. Licensee will maintain parking improvements at all times in a safe condition satisfactory to Licensor.

D. At any time, Licensor may require removal, modification, or relocation of any portion of the parking improvements. At Licensee’s sole expense, Licensee will remove, modify, or relocate same to a location satisfactory to Licensor, within sixty (60) days after receiving notice to remove, modify, or relocate from Licensor.

E. Parking will be permitted in designated areas only. Unless prior written approval is received from Licensor, no parking will be permitted under or within ten (10) feet of the “drip line” of Licensor's overhead electrical conductors.

F. All parking spaces and parking improvements are to be identified on a site plan and submitted to Licensor to obtain prior written approval from Licensor.

G. Bollards, K-rails, or “No Parking” striping may be required to protect Licensor’s structures or in areas where additional clearance is required.

H. The Licensee’s parking area shall not interfere with the Licensor’s minimum access road requirements.

City Council 18 – 21 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

A D D E N D U M

PARK USE
A. Licensee must obtain the prior written approval from Licensor for the installation of any improvements, including any subsequent modifications. Licensee will maintain all improvements in a safe condition satisfactory to Licensor.

B. At any time, Licensor may require the removal, modification, or relocation of any portion of the improvements. Licensee will remove, modify, or relocate same, at its expense, to a location satisfactory to Licensor within sixty (60) days after receiving notice to remove, modify, or relocate from Licensor.

C. Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, that identify all existing and proposed improvements.

D. At Licensee’s expense, Licensee will post signs at all access points to the Property that read: “No Kite Flying, Model Airplanes, unmanned aerial vehicles (UAV’s or Drones), or Metallic Balloons Permitted, High Voltage Wires Overhead.”
E. At Licensee’s expense, Licensee will post signs at all access points of the Property that read: “No Motorcycles, Motorbikes, Horseback Riding or Hunting Permitted.” F. At Licensee’s expense, Licensee will post signs at all access points of the Property that read:
“Dogs are required to be on leash at all times.”
G. Licensee must close the park at any time Licensor deems it necessary for the safety of the general public or for maintenance of Licensor’s facilities. If it is necessary to close the park for a period of more than three days, Licensee will notify the general public of the closure by posting at all access points to the property.

H. At Licensee’s expense, Licensee will install removable post-type barriers designed to accommodate Licensor’s locks, to prevent unauthorized vehicular use or parking, including but not limited to, motorcycles, off-road vehicles, and “all-terrain” vehicles.

I. Trespass discouragers shall be installed on Licensor’s towers. The discourager installation will be performed by Licensor. Licensee shall pay Licensor in advance, for all Licensor’s direct and indirect costs associated with the engineering, purchase, and installation of the discouragers.

All towers shall be equipped with signs so worded as to warn the public of the danger of climbing the towers. Such signs shall be placed and arranged so that they may be read from the four corners of the structure. Such signs shall be neither less than 8 feet nor more than 20 feet above the ground except where the lowest horizontal member of the tower or structure is more than 20 feet above the ground in which case the sign shall be not more than 30 feet above the ground.

J. Licensee must design and construct all walkways, underground sprinkler systems, lighting facilities, and drains to be capable of withstanding a gross load of forty (40) tons on a three-axle vehicle.

City Council 18 – 22 3/21/2023
SCE Doc. 319004 Att. Contract No. 9.5074

Initial (_______)/(_____/______)
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2014.12.01_V11-GS-JC

A D D E N D U M

TREES/LANDSCAPING
A. Existing landscaping improvements (trees, plants, and shrubs) have been inspected and approved by Licensor. This written approval may be modified and/or rescinded by Licensor for any reason whatsoever.

B. At any time, Licensor may require Licensee to modify and/or remove any or all such previously approved improvements at Licensee’s risk and expense and without any compensation from Licensor.

C. Licensee agrees and accepts full responsibility for the maintenance and/or removal of all trees, plants, and shrubs (vegetation) located on the property. All costs associated with the maintenance and/or removal of trees/vegetation will be the sole burden of Licensee.

D. Periodically, the Property will be inspected by Licensor, and upon determination that any tree/vegetation requires trimming or removal, Licensee will be notified by Licensor. Failure by Licensee to trim or remove said tree/vegetation in the time allotted, that results in Licensor’s contractor performing the work, Licensee will be billed by Licensor for the contractor’s expense; and Licensee may be subject to termination under the terms and conditions of the Permit or License.

E. Trees/vegetation must be slow growing and maintained by Licensee to not exceed fifteen (15) feet in height.

F. Failure by Licensee to maintain all permit or license clearance requirements will require removal at Licensee’s expense.

G. Unless authorized in writing by Licensor, Licensee agrees not to plant any additional trees, plants, or shrubs within the Property. If additional authorization is requested by Licensee and prior written authorization is received by Licensor, no tree or plant species that is protected by federal or state law shall be planted within Licensor’s land and no cactus or thorny shrubs/plants will be permitted.

H. Any improvements or alterations, including retaining walls, planters, placement of large rocks, etc. and any mounds or changes of grade, require prior written approval by Licensor.

I. Licensee will keep the Property clean, free from weeds, rubbish and debris, and in a condition satisfactory to Licensor.

J. Upon permit or license termination, Licensee agrees to remove all trees/vegetation and improvements and restore the Property to a condition satisfactory to Licensor, at the sole expense of Licensee.

City Council 18 – 23 3/21/2023
EXHIBIT 2
City Council 18 – 24 3/21/2023
Police Department
www.santa-ana.org/police
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
March 21, 2023
TOPIC: Second Amendment to Agreement with Axon Enterprise, Inc. for Records Management System

AGENDA TITLE
Approve Second Amendment to Master Service and Purchasing Agreement with Axon Enterprise, Inc., in the amount of $451,000, for a Records Management System for the Police Department (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute the Second Amendment to the Agreement with Axon Enterprise, Inc. to provide a Records Management System to the Police Department in an additional amount not to exceed $451,000 for a total aggregate amount not to exceed $6,015,017, for the period of March 21, 2023 through June 30, 2027, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On June 5, 2018, the Santa Ana Police Department contracted with CentralSquare Technologies (formerly TriTech Software Systems) for a Records Management System (RMS). The cost of that system to date has been approximately $571,000, with milestone payments yet to be made prior to the end of the contract, which is set to expire on November 21, 2023.

In 2017, the Department entered into a five-year agreement with Axon Enterprise, Inc. (Axon) for Body Worn Cameras (BWCs), and in 2022, the Department entered into a new five-year agreement for a second iteration of BWCs and supporting technology. On February 7, 2023, the City Council authorized the first amendment to the agreement with Axon for an interview camera recording system. The new Axon Interview Room technology will be supported by a software that currently supports the BWC Program.

Transitioning to Axon’s RMS will provide accessibility to all Axon programs used by the Department under a single digital ecosystem accessible to all current Axon users.

City Council 19 – 1 3/21/2023
Second Amendment to Agreement with Axon Enterprise, Inc. for Records Management System
March 21, 2023

The current agreement with Axon includes the following products within the Axon ecosystem: Tasers, Body Worn Cameras (BWC), Virtual Reality Training, Dictation Assistant, Axon Signal Sidearm, Axon Interview, and unlimited cloud storage on Evidence.com. Having an RMS that can bring these products together would make Axon an ideal selection to replace the current RMS. Axon RMS would be accessed via Evidence.com, which is the Department’s current digital evidence system that contains all Taser activity, BWC footage, and Axon Interview (Axon Interview will go live mid2023). Purchasing Axon RMS offers standardization and system familiarity. The overall cost of a new Axon RMS is $451,000 and includes the licenses for the period of October 1, 2024 through June 30, 2027. The anticipated go-live date is October 1, 2024.

Axon’s RMS would broaden the digital ecosystem that promotes a unique ability that is not currently in place with CentralSquare. The amendment with Axon would begin in phases starting mid-2023, each of which will be signed off prior to proceeding to the next phase. The transition will occur in the three phases of Design, Build, and Validate, prior to going live. Axon, as with current elements in use by the Department, will continually provide software updates at no additional cost. Axon will also provide training to the end-user, as well as training to Department personnel to provide training as trainers (Train-the Trainer method). Axon will implement a structured methodology for converting data from the Department’s current system to the new product.

Benefits to the community include the following:
• Overtime cost savings with Dictation Assistant
• Immediate sharing capabilities
• Streamlining of court and evidence process
Program Costs for Axon Records Management System
Early Signing Costs before
March 31, 2023
Delayed Signing Costs after
March 31, 2023
Axon RMS $451,000 Axon RMS $ 902,000
25 Standard Licenses $0 25 Standard Licenses $ 19,800
125 Records Licenses $0 125 Records Licenses $ 119,625
Program TOTAL $451,000 Program TOTAL $1,041,425
*Total program savings with early 2023 signing: $590,425

FISCAL IMPACT
The one-time payment in the amount of $451,000 is not due until approximately October 2024, when the system is anticipated to go live. The Police Department intends to utilize a portion of the annual allocation of the Supplemental Law Enforcement Services Account (SLESA) program monies received during FY 2023-24 for this amendment.

City Council 19 – 2 3/21/2023
Second Amendment to Agreement with Axon Enterprise, Inc. for Records Management System
March 21, 2023

Funding will be included in the proposed budget for FY 2024-25 for City Council consideration.

Fiscal
Year
Accounting Unit
– Account No. Fund Description
Accounting Unit –
Account No.

Description
Amount
FY 24-25 12814407-66511
Supplemental
Law Enforcement
Services Fund
SLESA, Computer
Software
Subscriptions
$451,000

EXHIBIT

1. Second Amendment to Agreement with Axon
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 19 – 3 3/21/2023

SECOND AMENDMENT TO MASTER SERVICE AND PURCHASING

AGREEMENT FOR RECORDS MANAGEMENT SOFTWARE
THIS SECOND AMENDMENT to the above-referenced agreement is entered into on March 21, 2023, by and between Axon Enterprise, Inc., a Delaware corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into Agreement #A-2022-106, dated July 1, 2022 (“Agreement”), by which Consultant agreed to provide software licenses, maintenance, and equipment in support of the Body Worn Camera program at the Santa Ana Police Department (“Department”). The term of the Agreement runs through June 30, 2027, and is still in effect.

B. On February 7, 2023, the Agreement was amended (“First Amendment”), to include the purchase of additional equipment, software, and maintenance to upgrade all of the Department’s interview rooms for an additional $376,379.

C. The parties now wish to amend the Master Services Agreement to expand the Scope of Services and increase the overall compensation for years 2-5 of the Agreement to allow the City to purchase Axon Records and Standards software, as needed by the Department and detailed in the attached Exhibit A-1 to this Amendment.

The Parties therefore agree:

1. Preamble, shall be amended to include Axon Quote No. Q-406761-44978.804CN, attached hereto as Exhibit A-1, to memorialize the costs for the City to purchase records management software, records license and standards licenses, standards implementation service, and a professional services milestone payment for records.

2. Section 3, Payment, shall be amended to increase and reflect the additional costs and payment schedule detailed in Exhibit A-1. The total sum to be expended for the payment of the additional services detailed in Exhibit A-1 shall not exceed $451,000 for a total aggregate amount not to exceed $6,015,017.

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

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 4 3/21/2023

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

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________ JENNIFER L. HALL KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM CONSULTANT
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________ TAMARA BOGOSIAN By:

Senior Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL
________________________________

DAVID VALENTIN
Chief of Police
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 Robert E. Driscoll, Jr.

VP, Assoc. General Counsel
City Council 19 – 5 3/21/2023

Q-406761-44978.804CN
Issued: 02/21/2023
Quote Expiration: 03/31/2023
Estimated Contract Start Date: 10/01/2024
Account Number: 105857
Payment Terms: N30
Delivery Method:

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Delivery;Invoice;Other-60 Civic Center Plz M-88 Santa Ana Police Dept - CA Will Alexander Sergio Enriquez 60 CIVIC CENTER PLZ 20 Civic Center Plz Phone: Phone: (714) 245-8020 SANTA ANA, CA 92701-4060 Santa Ana, CA 92701-4058 Email: [email protected] Email: [email protected] USA USA Fax: Fax: (714) 245-8606
Email:

Quote Summary Discount Summary
Program Length 33 Months Average Savings Per Year ($101,845.45) TOTAL COST $451,000.00
ESTIMATED TOTAL W/ TAX $451,000.00 TOTAL SAVINGS ($280,075.00) Payment Summary
Date Subtotal Tax Total
Oct 2024 $451,000.00 $0.00 $451,000.00
Total $451,000.00 $0.00 $451,000.00
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-1 to Second Amendment DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 6 3/21/2023

Quote Unbundled Price: $170,925.00
Quote List Price: $170,925.00
Quote Subtotal: $451,000.00
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Software
73893 STANDARDS LICENSE, NON-SWORN 30 33 $20.00 $0.00 $0.00 $0.00 $0.00 73891 RECORDS LICENSE, NON-SWORN 125 33 $29.00 $0.00 $0.00 $0.00 $0.00 A la Carte Services
85157 PROFESSIONAL SERVICES MILESTONE PAYMENT:

RECORDS 1 33 $500.00 $13,212.12 $436,000.00 $0.00 $436,000.00 73896 STANDARDS IMPLEMENTATION SERVICE 1 $15,000.00 $15,000.00 $15,000.00 $0.00 $15,000.00 Total $451,000.00 $0.00 $451,000.00
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 7 3/21/2023

Delivery Schedule
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 73891 RECORDS LICENSE, NON-SWORN 125 10/01/2024 06/30/2027 A la Carte 73893 STANDARDS LICENSE, NON-SWORN 30 10/01/2024 06/30/2027 Services
Bundle Item Description QTY
A la Carte 73896 STANDARDS IMPLEMENTATION SERVICE 1
A la Carte 85157 PROFESSIONAL SERVICES MILESTONE PAYMENT: RECORDS 1 DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 8 3/21/2023

Payment Details
Oct 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Invoice Upon Fulfillment 73891 RECORDS LICENSE, NON-SWORN 125 $0.00 $0.00 $0.00 Invoice Upon Fulfillment 73893 STANDARDS LICENSE, NON-SWORN 30 $0.00 $0.00 $0.00 Invoice Upon Fulfillment 73896 STANDARDS IMPLEMENTATION SERVICE 1 $15,000.00 $0.00 $15,000.00 Invoice Upon Fulfillment 85157 PROFESSIONAL SERVICES MILESTONE PAYMENT: RECORDS 1 $436,000.00 $0.00 $436,000.00 Total $451,000.00 $0.00 $451,000.00
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 9 3/21/2023

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.

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 10 3/21/2023

\s1\ \d1\
Signature Date Signed
2/21/2023
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 11 3/21/2023

S TAT E M E N T O F W O R K F O R

T H E I M P L E M E N TAT I O N O F

A X O N R E C O R D S A N D

STAND A R D S F O R S A N TA A N A

P O L I C E D E PA R T M E N T
( " S O W ” )

Submitted By:

Axon Enterprise, Inc. (Axon)
17800 North 85t h Street
Scottsdale, AZ 85255
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 12 3/21/2023
1 . P R O J E C T O V E R V I E W : ................................ . 1 1 . 1 S O F T W A R E ................................ ............................... 1 A X O N R E C O R D S ................................ ................................ 1 A X O N S T A N D A R D S ................................ ............................. 2 1 . 2 D E F I N I T I O N S ................................ .............................. 2 1 . 3 O U T O F P R O J E C T S C O P E ................................ ................ 4 2 . P R O F E S S I O N A L S E R V I C E S : ........................... 5 2 . 1 G E N E R A L ................................ ................................ ... 5 2 . 2 I N T E R F A C E S ................................ ............................... 5 2 . 3 D A T A C O N V E R S I O N ................................ ....................... 7 2 . 4 R E P O R T I N G A N D D A T A S T O R E ................................ .......... 9

2. 5 R E A D I N E S S ................................ ................................ . 9 2 . 6 T R A I N I N G ................................ ................................ .. 10 2 . 7 G O - L I V E ................................ ................................ .... 11 3 . P R O J E C T M A N A G E M E N T: ............................. 12 3 . 1 M A N A G E M E N T R E S O U R C E S ................................ ............. 12 3 . 2 R E Q U I R E M E N T S P L A N N I N G ................................ ............. 15 3 . 3 C H A N G E C O N T R O L ................................ ........................ 15 3 . 4 P R O J E C T M E T H O D O L O G Y ................................ ................ 15 3 . 5 M I L E S T O N E C O M P L E T I O N R E P O R T ( “ M C R ” ) ......................... 15 4 . A G E N C Y C O M M I T M E N T S: ............................ 16 5 . S U P P O R T : ................................ ............. 17 6 . T E R M S A N D C O N D I T I O N S : ........................... 18

A T T A C H M E N T A - M I L E S T O N E C O M P L E T I O N R E P O R T ( M C R ) ................................ ........... 19 A T T A C H M E N T B - P R O J E C T C H A N G E O R D E R .......... 20

A T T A C H M E N T C - T H I R D - P A R T Y P R O D U C T S A N D S E R V I C E S ................................ ................. 21

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 13 3/21/2023
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1. P R O J E C T O V E R V I E W :

This document serves as an overview of the Axon Records project. Axon Records and Axon Standards are cloud-native software solutions provided as a SaaS subscription. As a SaaS Solution, at such time as new functionality is released into the system, Santa Ana PD will be given the option to utilize the new features, at their discretion , at no additional cost to the agency .
1 . 1 S O F T W A R E
The software detailed in this SOW includes, but is not limited to, the listed functionalit y:

A X O N

R E C O R D S
 Employee
Management
 Master Name
Index
 Master
Address Index
 Master
Location Index
 Master Vehicle
Index
 Axon
DataStore
 User
Permission
Management
 Distribution
Management
 Print Auditing
 Search
 Master Index
Alerts
 Audit Trail
 California
State
Reporting
 Incident
Reporting
 Attachments
 Citations
Integration (Import)
o Name and
Vehicle
Validation
o Incident
Report
Linking
o Attachments
 Crash Reporting
Integration (Import)
o Name and
Vehicle
Validation
o Impound
Import
o Diagram
Import
o Incident
Report
Linking
o Attachments
 Bookings Module
o Short-term
holding
o Development
Partner for
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 14 3/21/2023
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 Physical
Property &
Evidence Entry
 Sealing
 Restrictions
 Field
Interviews
 Digital
Evidence
Management
 Case
Management
 Configurable
Forms and
Fields
 Records
Requests
 Expungement
 Redaction
 Supplements
 Warrants
municipal
jail
functionality
o Call For
Service
Module
o Search API
for
connection
for use with
agency’s
internal
Applets

A X O N

S T A N D A R D S
 Use of Force
 Vehicle Pursuit
 Vehicle
Collision
 Internal
Complaint
 Citizen
Complaint
 Attachments
 Internal Affairs
Investigative Case
Management
 Configurable Forms
and Fields
 Restrictions
 EIS

1. 2 D E F I N I T I O N S

T E R M D E F I N I T I O N

P A R T I E S
Agency Santa Ana Police Department who is identified within this SOW End-Users Specific agency groups who will use the system. Users of Evidence.com will already be provisioned for access to Axon Records and Axon Standards.

Professional Services The services that Axon will provide within the scope of this SOW DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 15 3/21/2023
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S Y S T E M S
Axon Systems Software solutions and agency-specific integrations developed by Axon CJIS The Federal Bureau of Investigation’s criminal justice information system MDC Mobile data computer – a device associated within a vehicle or other mobile unit
NIBRS National Incident-Based Reporting System
DataStore The database Axon provides allowing the agency to query data Product The software solution being implemented as part of this SOW Production Environment The operational environment where the product is accessed Training Environment The pre-production environment where all Axon-specific development, configuration, FAT, UAT, and training take place
Service Portal An online portal provided by Axon where issues identified are entered and triaged

P R O J E C T & M I L E S T O N E S
Project Scope of this SOW as defined by the work to be completed described herein Project Change Order (PCO) Change order form outlined in Attachment B to be executed between Axon and the agency if a material change in scope is required for this SOW Milestone Event that constitutes completion of work as listed in Attachment A Milestone Completion Report The report outlined in Attachment A to be executed at key milestones between agency and Axon to approve completion of project phases Requirements Phase Requirements gathering and confirmation occurs during this phase.

Confirmed requirements feed the sprint phase, and sprints are designed around what can and cannot be accomplished given time and resource constraints on both Axon and the agency’s sides.

Data Conversion Plan Part of the overall Project Plan, this phase outlines how the Data Conversion will be executed, from mapping to testing to the full Data Conversion to move the data into Axon Records.

Configuration Phase Project phase encompassing iterative development through sprints.

Integrations and workflows are developed and deployed during this phase.

The agency forms, users, and permissions are also configured during this phase.

Sprint A period during the configuration phase of the project (typically 2-3 weeks) where specific pieces of functionality are built, configured, and delivered.

Sprint Review Signifies the end of the sprint where Axon showcases what was built, configured, and delivered. These items are then deemed ready for FAT and UAT.

Go-Live End-users are activated, and the agency is actively using the product DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 16 3/21/2023
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Third-Party Products and
Services
Software, hardware, and services that are not owned by Axon but are being provided by Axon for this project as listed in Attachment C

A C C E P T A N C E
Blocker Issue impacting 50% or more users
Integration Acceptance
Testing
Scheduled events for testing of each integration point and associated functionality in collaboration with the agency and the agency’s vendors Functional Acceptance Testing
(FAT)
Testing the functionality of the system as configured for the agency User Acceptance Testing (UAT) Testing the functionality of the system as configured for the agency from an end-user’s perspective
Hypercare period Thirty (30) day period, following Go-Live/Final Acceptance where the project team ensures the Production system is functioning as designed. Once this hypercare period is over, the agency will be transitioned to Axon’s Support staff.

1. 3 O U T O F P R O J E C T S C O P E
Axon is only responsible for performing the professional services described within this SOW. Any additional professional services that are not defined explicitly by this SOW shall be done so through a Project Change Order. The following are considered outside the scope of this project:
 Administration, management, or support of any internal city, county, state, federal, or agency IT network or infrastructure  Third-party products and services costs related to the vendors or agency’s side of the integration
 Changes made by the agency or the agency’s vendors
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2 . P R O F E S S I O N A L S E R V I C E S :
2 . 1 G E N E R A L
The agency will provide a master charge table that Axon will load. Axon will provide the appropriate structure to the agency.
2 .2 I N T E R F A C E S
The agency tasks related to interface setup start immediately after project kick-off. It is critical for the agency interface subject-matter experts (SME) and Axon project interface resources to work closely together to scope, set-up, and test all interfaces.
 The agency must provide any relevant technical documentation per interface to Axon.
 The agency will facilitate any necessary meetings with all thirdparty system vendors where integration is required.  Axon will provide any relevant Axon API documentation to the agency.
 Axon will conduct integration acceptance testing demonstrating the functionality of each integration to the agency.
 The agency must notify Axon of any changes to the agency’s side of the integration that are beyond Axon’s control and may impact the integration.

A G E N C Y I N T E R FA C E S

2.2.1 Records | Crossroads | Crash: Axon will import crash reports from Crossroads into Axon Records .

2.2.2 Records | Crossroads | Citation: Axon will import citations from Crossroads into Axon Records .

2.2.3 Records | DataTicket | Citation: Axon will import parking citations from DataTicket into Axon Records .

2.2.4 Records | Lexis Nexis DORS | Online Reporting: Axon will deploy an interface with LexisNexis’ DORS solution where Axon will import citizen-authored reports from DORS into an incident report in Axon Records . These reports will be approved in DORS, and then imported into Axon Records.

The report will be assigned to the officer who approved the report in DORS.

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2.2.5 Records | Municipal Jail: Axon will import booking data from the Municipal Jail system into Axon Records. This
import will include name and photo data.

2.2.6 Records | Central Square CAD | Call for Service Import:

Axon will import Call for Service (CFS) data from Central Square into Axon Records . The process and triggers by
which incident reports are created and assigned from Calls for Service will be determined during the deployment of Axon Records.

2.2.7 Records | Central Square CAD | Incident Number Export:

Axon will build an interface with the Central Square CAD system where Axon will export Incident Numbers that have been generated from imported Calls for Service that
directly generated those reports .

2.2.8 Records | AFIS | Livescan: Axon will import photos from AFIS into the Axon Records master indices.

2.2.9 Records | NCIC/CLETS: Axon will deliver an interface between Axon and the established message switch. The following standard basic queries will be generated by Axon: QDRV (Driver’s License), QVEH (Vehicle Registration), QA (Article), QBOT (Boat), QG (Gun). Moreover, the following list of queries will also be supported:

CLETS (California Law Enforcement Telecommunications System):

Stolen Vehicle/Automated Boat Systems (SVS/ABS), CA Restraining Order & Protective Order System (CARPOS) , All California DMV Queries (all encompassing), Wanted Persons (WPS-all encompassing), Supervised Release File (SRF), CA Sex & Arson Registry System (CSAR) , Missing & Unidentified Persons System (MUPS), Automated Property System (APS), Automated Firearm System (AFS), Mental Health Firearms Prohibition System, Armed Prohibited Persons System (APPS) .

NLETS (National Law Enforcement Telecommunications System) Driver History Query (KQ), Driver Licens e Query by Name (DNQ), Driver’s License Query (DQ), State Warrant Query (SWQ), Vehicle Registration Query (RQ), Vehicle Registration Query By Name (RNQ)
National Crime Information Center (NCIC):

National Sex Offender Registry (NSOR), Protection Orders Orange County Systems (OCATS/AWSS):

Multiple Name Queries, Automated Jail System (AJS), Automated Warrant Service System (AWSS-Query and abstract, update, etc.-all encompassing), Orange County Probation
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 19 3/21/2023
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2.2.10 Records | CalDOJ | CIBRS Interface: Axon will deliver an interface between Axon Records and Cal DOJ for
submission of CIBRS reports from Axon Records.

2.2.11 Records | Linx | Data Export: Axon will build an interface with LInX where Axon will export incident data to the LInX system. The specific datapoints and me thod of transfer will be determined during the Requirements phase of the project.

2.2.12 Records | LexisNexis Virtual Crime Center | Data Export:

Axon will build an interface with LexisNexis’ Virtual Crime Center where Axon will export incident data to the Virtual Crime Center system. The specific datapoints and method of transfer will be determined during the Requirements
phase of the project.

2.2.13 Records | Auto-Return | Vehicle Impound Interface: Axon will build an interface with Auto-Return that will import vehicle data from the Auto-Return system, to prepopulate the impound form in Axon Records.

GO- L I V E C O N T I N G E N C Y
Before interfaces are complete, the agency may Go-Live. This does not relieve Axon from completing the interfaces, but the agency will be charged upon using the software.

2 . 3 D A T A C O N V E R S I O N
Axon implements a structured methodology for converting data from the agency’s legacy system to the product. The agency is responsible for providing Axon with extracted data in a format that can be used by Axon for import. The preferred method for delivering legacy data to Axon is by using the Microsoft Data Migration Assistant. The next best method is for the agency to send a .bacpac file to Axon. If neither method is available, a direct query through the Microsoft Self Hosted Integration Runtime (SHIRt) can be used.

Axon queries the data to identify completeness, missing values , and other measures of data integrity acros s records and provides the agency with detailed findings. The agency may or may not elect to process the data further to address completeness or may have Axon move forward with the conversion process.

Subject to the data conversion plan, Axon can perform an initial conversion to inject the data into the product training and/or production instance(s) prior to Go-Live. A second conversion is DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 20 3/21/2023
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performed before Go-Live for data accumulated in the legacy system between the initial conversion and crossover to Axon. Depending on the final data conversion plan, data may be injected after Go-Live.

The data and operational expertise of the agency’s staff are necessary for questions that arise. Thus, it is critical that a member of the agency’s team be available to support the data conversion portion of the project.

This process is considered complete once the last set of data has been converted and available within the product and the agency has confirmed validation of the converted data. Axon does not provide ongoing maintenance of the converted data.

D E S C R I P T I O N O F R O L E S A N D R E S P O N S I B I L I T I E S B E T W E E N T H E A G E N C Y A N D A XO N :

The agency should be prepared to:
 Provide a subject-matter expert (SME) and provide availability for consultation throughout the project.
 Facilitate meetings with all third-party system vendors where data conversion is necessary, as required by Axon.
 Extract and provide the data to Axon in an agreed-upon format.  Address data quality by the agency prior to provisioning to Axon.  Minimize the amount of business logic and file processing prior to conversion where possible.
 Provide a data dictionary (data structure, schema, field definition) to define all elements of the legacy data. If a Data Dictionary is not feasible, due to proprietary concerns, the agency will work with Axon resources to map the data appropriately so that contractual obligations are not breached.
 Provide an entity relationship diagram of the legacy database, if available. If one cannot be provided due to contractual obligations, the agency will provide as much information to Axon as possible without breaching those contractual obligations.  Collaborate with Axon to map the data from the legacy data structures and formats into the product.

Data conversion and data conversion review are critical to project deployment success. Throughout the data conversion, requirements planning, and review process , the agency project team and Axon data conversion project resource work closely together to ensure su ccess.

A G E N C Y D ATA C O N V E R S IO N S
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2.3.1 Central Square | Records Data Conversion: Axon will import legacy data, including but not limited to incident data, case management data, and Property & Evidence
Data from Santa Ana PD’s legacy RMS system.

2.3.2 Blue Team/IA Pro | Standards Data Conversion: Axon will import legacy IA, Use of Force, Collision, Pursuit, and Complaint data from Blue Team/IA Pro into Axon
Standards.

GO- L I V E C O N T I N G E N C Y
Before data conversion is complete, the agency may Go -Live. This does not relieve Axon from completing the data conversion, but the agency will be charged upon using the software.
2 . 4 R E P O R T I N G A N D D A T A STORE
 Axon will configure and make available to the agency a MS SQL DataStore containing all field and form data from the Axon Suite that allows the agency to utilize available data for reporting and analytical purposes.
 Axon will provide the agency with a data dictionary and/or other appropriate documentation.
 If Axon provides reports for specific purposes as indicated, it is the responsibility of the agency to maintain them after Go-Live.

2. 5 R E A D I N E S S
 Axon will work in partnership with the agency to determine readiness by conducting functional testing and an end-to-end system review. The Axon program manager and the agency
project manager will work closely together to plan and execute readiness scenarios.
 Axon will conduct functional acceptance testing via use cases approved by Axon and the agency.
 All issues discovered during and after training will be entered into the service portal for triage and follow-up.
 In recognition of the fact that Santa Ana PD (hereafter, “agency”) manages Property and Evidence (hereafter “P&E) as a network of “packages” rather than “items,” Axon and the agency DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 22 3/21/2023
PAGE10
agree to explore ways that Axon Records can serve the agency’s needs. It is Axon and the agency’s mutual goal to find or develop a solution in Axon Records that can serve the agency well in its management of “packages” as opposed to traditional “items.” The mutually agreed upon solution should not only functionally handle the agency’s needs, but also solve for the challenge of properly mapping the conversion of data from the agency’s legacy solution.

If such a solution is not defined and agreed upon within 6 months of the execution of this Statement of Work, Axon will work with the agency to offer a procurement vehicle, through Axon, for the most appropriate third party solution for the agency to manage P&E as “packages” and will interface with the third party solution so that data can flow – from officers who are gathering P&E and entering it into Axon Records – into said third party P&E system for the agency property room, to manage the P&E. Santa Ana Police Department would be
responsible for funding the purchase of this third party solution. Axon would merely be acting as a “middle man” for procurement vehicle purposes.

2. 6 T R A I N I N G
Axon will work in partnership with the agency to design an appropriate Training Plan and schedule to ensure affected agency members are adequately trained and prepared to administer and use Axon Records.

The agency will receive a training guide that outlines the topics to be covered, intended audience, facility needs, and duration of the training.

F O R M AT
Axon will provide the agency with all the necessary training materials and digital assets to facilitate any of the training formats listed below.

Training sessions will be conducted in a n environment containing necessary configurations, forms, and workflows.

T R A I N - T H E - T R A I N E R :

Axon trains system administrators and/or “ super users” in full system functionality that is role agnostic.
 Axon’s Train-the-Trainer approach provides the agency with at least one user group that is fully equipped to provide system DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 23 3/21/2023
PAGE11
expertise to any user and provide agency-led training to other users.

Note: It will be the responsibility of the agency to update the training materials to include agency policies and procedures.

H Y B R I D M O D E L :

Axon trains all agency end users in role-specific system functionality via a hybrid model that can include a combination of on -site instructor-led training, eLearning, and/or remote live instruction facilitated by Axon trainers.
 Axon’s hybrid training model allows the agency and Axon to develop a customized and flexible training program that is suitable to the specific needs and concerns of the agency.

Note: It will be the responsibility of the agency to deliver any training sessions specific to the agency policies and procedures.

S C H E D U L E :

The training plan will contain an agreed-upon schedule that makes efficient use of time and resources to avoid undue staffing impacts on the agency. Training sessions exclusive to the Functional Acceptance Testing (FAT) will only occur after FAT has been successfully completed and documented.
 Training sessions provided by Axon are conducted on consecutive weekdays (Tuesday -Friday) during normal business hours (8am6pm).  Training sessions required past the agreed-upon schedule in the training plan, regardless of delivery method, will be the responsibility of the agency, unless agreed upon previously by the project team and training team management.

2. 7 GO - L I V E
Axon will work in partnership with the agency to build, coordinate, and execute a Go-Live plan to ensure successful system acceptance. Axon will coordinate the Go-Live event.

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 24 3/21/2023
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3. P R O J E C T M A N A G E M E N T:
3 . 1 M A N A G E M E N T R E S O U R C E S

A X O N T E A M
 Executive Sponsor: An Axon executive overseeing the
implementation process and communicating progress to Axon Leadership.
 Strategic Project Manager: The dedicated point of contact and person responsible for successful deployment.
 Ensures all team members from Axon and the agency are continually updated on the status of the project.
 Speaks on behalf of the agency with respect to the project in:
 Designating appropriate subject-matter experts
(SME) to assist the project relative to the task at
hand
 Agency hierarchy, user groups, roles, and
permissions
 Module subject-matter experts (SME)
 Integration subject-matter experts (SME) per
interface, if necessary
 Data conversion review team
 Works internally to eliminate roadblocks as required to keep project on track.
 Signs related project documents and reports as required.  Organizes scheduling needs related to the project,
including:
 System review and testing scheduling
 Training scheduling
 Go-Live scheduling
 All communication cadence scheduling with
appropriate agency resources
 Solution Architecture Manager: the technical lead on the project.

Holds responsibility for the development and execution of technical initiatives affecting other teams.

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 Business Analyst - One of the main executors of the agency’s and PM’s deployment plan. Holds responsibility for ensuring the project accounts for all specific data elements , and that internal systems are set up and maintained throughout deployment.  Strategic Customer Success Manager – Holds responsibility for post-implementation and ongoing support.
 Training Specialist – Provides training to the agency on the applications being deployed.

A G E N C Y T E A M
 Executive Sponsor: This role is a career police department leadership role with deep understanding of the agency.
 Acts as primary agency business sponsor responsible for success of the records initiative.
 Ensures agency resources support the project through all phases of execution as planned and agreed upon by the
agency and Axon.
 Communicates with the agency and city leadership as
necessary to support the records project.
 Provides guidance and leadership as part of the executive steering committee for the project.
 Project Manager: This role requires experience managing enterprise cloud-based software project delivery experience and strong foundational technical experience.
 Acts as the primary point-of-contact and agency-designated project leader responsible for the success of the Records initiative.
 Manages and coordinates all agency resources committed to support the project during each phase of delivery through launch and post-launch adoption of the system.
 Integrations Manager: This role requires strong foundational experience in technology solutions and application integration.

This role also requires fluency in all agency project-relevant data sources, application integrations, and existing custom-developed applications, queries, and reports.
 Coordinates agency/city resources associated with records integration with state and federal information systems and third-party applications.

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 Coordinates agency/city resources to support historical data conversion from the existing records system to Axon.
 IT Administrator: This role requires strong foundational experience in systems administration and network management, fluency in all agency network-related processes, sequence and timing of recurring process jobs, reconciliation, etc. This role also requires fluency in the overlap, vulnerabilities , and disaster recovery protocols associated with agency IT infrastructure.  Ensures project resources have access to systems and data required to support integration and data conversion activity.  Records Supervisor: This role provides strong foundational experience in records management, agency policies, compliance activity, and standard operating procedures. This role also provides fluency in all processes associated with close activity, special processes , and queries to manage bulk actions, as well as a detailed understanding of data elements that support special compliance obligations.
 Coordinates and advises the project team on current agency records policies, processes, and operational procedures .  Coordinates resources to confirm and support configuration, and integration testing and acceptance .
 Patrol Lead: This role requires strong foundational experience in field policies related to data collection, records initiation, and categorization of the numerous forms of citizen interaction. This role also requires fluency in the policies associated with records creation, supplements, amendments, checkpoints, routing, case management, and determination of records outcomes .
 Coordinates and advises the project team on current agency patrol, data capture, and investigative practices .
 Coordinates resources to confirm and support configuration, and integration testing and acceptance .
 Reporting Analyst/Lead: This role requires strong foundational experience in ad-hoc, daily, weekly, and monthly reporting policies and compliance across local, state, and federal entities.

This role also requires fluency in all agency reporting processes , including queries, scripts, and custom applications utilized for all bulk processing to support reporting requirements.
 Coordinates and advises the project team on current agency reporting policies, processes, ad-hoc analysis, and monthly state and federal reporting requirements .

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 27 3/21/2023
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 Coordinates resources to confirm and support the Axon DataStore, configuration of standard reports , and production of agency-specific reports to support normal operations . 3 . 2 R E Q U I R E M E N T S P L A N N I N G
All project requirements will be documented during the kick-off and discovery phases of the project.

Once the agency and Axon agree on all requirements, Axon’s project manager will work with the agency’s project manager to develop a project plan for Axon’s implementation.
3 . 3 C H A N G E C O N T R O L
If any changes in the project cause a material increase or decrease in fees, as determined by Axon, an adjustment in the fees will be agreed upon between the agency and Axon. All PCO forms must be approved and signed by the agency authority (Attachment_B).

The agency acknowledges a proposed change request might have an impact on both scheduling and cost for the project that will be outlined in the PCO form.
3 . 4 P R O J E C T M E T H O D O L O G Y
Axon utilizes a hybrid approach to project management, utilizing aspects of both Agile and Waterfall methodologies. We use Waterfall for the overall project, with respect to major milestones. We utilize Agile during the configuration and build phases of the project.

3. 5 M I L E S T O N E C O M P L E T I O N R E P O R T ( “ M C R ” ) Axon will submit an MCR to the agency for approval upon completion of a milestone. Milestone Completion Report included (Attachment A).

Upon receiving an MCR, the agency has 14 calendar days to approve the milestone completion. If the agency has issues related to the milestone completion, the expectation is that the agency will respond in writing to Axon with any issues related to the MCR within the 14 calendar-day window.

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 28 3/21/2023
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4 . A G E N C Y C O M M I T M E N T S :
 Ensure the reasonable availability for meetings, phone or email of knowledgeable staff and personnel to provide timely and accurate documentation and information to Axon.
 Identify holidays, non-workdays , or major events that may impact the project.
 Ensure agency desktop, mobile systems, and devices can access the product.
 Subject to limitations of any existing contractual obligations , make available relevant systems , if needed for assessment by Axon (including making these systems available to Axon via remote access, if possible).
 Provide Axon with remote access to the agency’s Axon Evidence account when required.
 The agency agrees to pay for licenses upon completion of GoLive.

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 29 3/21/2023
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5 . S U P P O R T:
 Axon will provide on-site Go-Live support the week the agency begins using the software.
 Axon will provide updates and enhancements to the product, which the agency will automatically receive.
 Axon will provide the agency’s end users with access to the help.axon.com support portal to submit and review service tickets.
 Following final acceptance, the agency will utilize Axon support via my.axon.com for any further modifications to the product.  For technical support assistance, the agency may contact a technical support representative at 800-978-2737, or via email at [email protected]. Online, email-based support and
remote-location troubleshooting are included on an ongoing basis as part of the agency’s investment in the Axon ecosystem.

Phone support is available 24/7.

DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 30 3/21/2023
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6 . T E R M S A N D C O N D I T I O N S :

This SOW is governed by the master services and purchasing agreement executed by the parties.

A X O N E N T E R P R I S E , I N C .

Signature:
_____________________
Name:
_________________________
Title:
_________________________
Date:
_________________________

A G E N C Y
Signature:
_________________________
Name:
____________________________
Title:
_____________________________
Date:
_____________________________
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 3/10/2023 | 9:00 AM MST
Robert E. Driscoll, Jr.

VP, Assoc. General Counsel
City Council 19 – 31 3/21/2023
PAGE19

AT TA C H M E N T A - M I L E S T O N E C O M P L E T I O N

R E P O R T ( M C R )
By signing for the items in this Milestone Completion Report, I agree that Axon’s Professional Services Organization has reached the following milestone(s) for the project agreed upon in the SOW between Axon and Santa Ana Police Department:
□ Project kick-off
□ Requirements completion
□ Functional review and completion of configuration
□ User acceptance testing
□ Completion of agency training
□ Integrations completion
□ Data conversions completion
□ Go-Live
□ Final acceptance
Date services were completed on:
_________ day of _______________ , 20___
Today’s date: ______________
Agency name: ______________________________________
Signature: _________________________________________
Printed name: ______________________________________
Title: ______________________________________________
Email: ______________________________________________
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 32 3/21/2023
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AT TA C H M E N T B - P R O J E C T C H A N G E O R D E R Date:

Description of change to Axon product or service:

Justification for change:

Effects on schedule:

Effect on project pricing (attach quote for reduction or increase in costs):

A X O N E N T E R P R I S E , I N C .

Signature:
_____________________
Name:
_________________________
Title:
_________________________
Date:
_________________________

A G E N C Y
Signature:
_________________________
Name:
____________________________
Title:
_____________________________
Date:
_____________________________
DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 33 3/21/2023
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AT TA C H M E N T C - T H I R D - PA R T Y P R O D U C T S A N D

S E R V I C E S
To deliver a complete solution to the agency, Axon employs third-party products and services providers.

Axon will be responsible for the management of third parties identified within Attachment C for the purposes of this project. All communications between those third parties, the agency, and Axon will be managed by Axon including any supporting requirements, integration acceptance testing, functional acceptance testing, or the processing of PCO or MCR documentation.

The following third-party products and services are included within the scope of this SOW:
 CommSys:
 Included within this project are products and services from CommSys for the purposes of connecting to and conducting transactions with state and/or regional information providers.
 The agency agrees to provide a CJIS-compliant server and operating environment for hosting of the CommSys software and make remote connectivity available to Axon as required to install, configure, and test the software and its integration with Axon products. The minimum technical requirements are:
o 1.5 GHz 32 or 64-bit dual core processor, 4GB RAM, 120GB Hard Drive, Video Adapter and Monitor with a 1280x1024 resolution and 256 colors, TCP/IP LAN Network connectivity to any client and software components on same or separate hardware, Establishe d connectivity to a CJIS Interface
o Microsoft Operating System (32 or 64-bit), Microsoft Windows Server 2012 R2 with Microsoft SQL Server 2014 and higher
 Microsoft Self Hosted Integration Runtime (“SHIRt”):
 Included within this project is software that allows integrations within the agency’s local environment to communicate with Axon’s cloud hosted environment.
 The agency agrees to provide a CJIS server and operating environment for hosting the Self Hosted Integration Runtime. The minimum technical requirements are:
o Windows 8.1, 10, 11 or Server 2012, 2012 R2, 2016, 2019, 2022 o 64-bit Operating System with .NET Framework 4.7.2 or above DocuSign Envelope ID: A69C2874-A23C-4EBA-AE3F-17C057920A28 City Council 19 – 34 3/21/2023
City Manager’s Office
www.santa-ana.org/city-managers-office
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
March 21, 2023
TOPIC: Federal Legislative Advocacy Services

AGENDA TITLE
Second Amendment to Professional Services Agreement with Holland & Knight LLP for Federal Legislative Advocacy Services

RECOMMENDED ACTION
Approve a second amendment to an agreement with Holland & Knight LLP for federal legislative advocacy services for a three-month term from April 1, 2023 through June 30, 2023, in an amount not to exceed $29,400, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
Local governments rely on the expertise of state and federal legislative advocacy firms to represent their respective government agencies in Sacramento and Washington DC.

This service includes legislative monitoring and analysis, state budget advocacy, and grant coordination and advocacy. These firms also provide monitoring of executive proposals and legislation, as well as administrative rules and regulations that may affect cities. Legislative advocacy services are also essential in identifying funding opportunities, grant applications, and other special programs for which the City may qualify.

About Holland & Knight LLP
In 2013, the City conducted a competitive RFP process for federal legislative advocacy services, which yielded three respondents. One of the respondents was the thenexisting consultant, The Ferguson Group, who had been providing the City with federal legislative advocacy services since 1987. According to evaluation/scoring/rating criteria, Holland & Knight, the City’s current firm, ranked one out of three. On December 16, 2013 the City Council awarded an agreement to Holland & Knight for a one-year term in an amount not to exceed $84,100. The original agreement was amended several times to extend its term, and the current agreement with Holland & Knight expires on March 31, 2023.

City Council 20 – 1 3/21/2023
Federal Legislative Advocacy Services
March 21, 2023