Santa Ana City Council
April 4, 2023

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office space to Senate Rules Committee, California Legislature, lease revenue will be generated for the SARTC day-to-day operation (Exhibit 1).

FISCAL IMPACT
Approval of the site lease agreement obligates Senate Rules Committee, California Legislature, to compensate the City $300,082 for the term of the lease agreement for lease of interior office space at the SARTC.

The four-year agreement term begins April 4, 2023, and ends February 28, 2027. The total anticipated revenue from this agreement is as follows:

Fiscal Year Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
2022-23
(April-June) 06717002-53827
Regional
Transportation
Center
Public Works-SARTC
Operations, Rental-State
(Umberg)
$18,482
2023-24 06717002-53827
Regional
Transportation
Center
Public Works-SARTC
Operations, Rental-State
(Umberg)
$76,800
2024-25 06717002-53827
Regional
Transportation
Center
Public Works-SARTC
Operations, Rental-State
(Umberg)
$76,800
2025-26 06717002-53827
Regional
Transportation
Center
Public Works-SARTC
Operations, Rental-State
(Umberg)
$76,800
2026-27
(July-Feb) 06717002-53827
Regional
Transportation
Center
Public Works-SARTC
Operations, Rental-State
(Umberg)
$51,200
Total: $300,082

EXHIBIT(S)

1. Lease Agreement with Senate Rules Commitee, California Legislature Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

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1 Senator Senator Tom Umberg
Lease# SR 18/19-16AI
1000 East Santa Ana Blvd., 220B
Santa Ana, CA 92701

SENATE, CALIFORNIA LEGISLATURE
LEASE

ALL INFORMATION REQUESTED IN THIS LEASE MUST BE COMPLETED PRIOR TO SIGNATURE OF THE SENATE RULES COMMITTEE:

PREAMBLE - THIS LEASE, made and entered into this 4th of April, 2023 by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter called Lessor, and the Senate Rules Committee, California Legislature, hereinafter called State.

WITNESSETH:

The parties hereto mutually agree as follows:

1. DESCRIPTION - Lessor hereby leases unto State and State hereby hires from Lessor those certain premises situated in the City of Santa Ana, County of Orange, State of California, and more particularly described as follows:
1000 East Santa Ana Blvd., 220B
Santa Ana, CA 92701

2. TERM - TO HAVE AND HOLD said leased premises, together with the appurtenance, rights, privileges ,and easements thereunto belonging or appertaining unto State, for a term commencing on the 4th day of April, 2023 and ending on the 28th day of February, 2027 with such rights of termination as are hereinafter set forth.

3. RENT – The total amount to be paid is as follows
$2.00 PER SQUARE FOOT FOR 3,200 SQUARE FEET TOTAL MONTHLY COST $6,400.00 (Six Thousand Four Hundred Dollars and no cents).
with rental payable by State in arrears on the last day of the month, unless sufficient funds have not been made available in the annual budget act for the purpose of funding Senate Rules Committee Lease agreements. Rental payments will be made as soon as funds are made available under the annual budget act. Rental payable hereunder for any period of time less than that for which periodic rental is paid shall be determined by prorating the rental herein specified for the applicable period by 30 days.

4. NOTICES TO STATE - State agrees to pay the aforesaid rental to Lessor at the address specified in paragraph 6, or to such other address as the Lessor may designate by a notice in writing, upon the submission by lessor of invoices therefore at least 15 days prior to the due date to:

Senator Tom Umberg
Senate Rules Committee - Facilities, Toni Z. Brenner
1020 N Street, Room 255
Sacramento, CA 95814
916/651-1505 fax 916/414-3690

5. NOTICES TO LESSOR - All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows:

EXHIBIT 1

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2 NAME: City of Santa Ana M-13 CONTACT: Gabriela P. Lomeli ADDRESS: 20 Civic Center Plaza TELEPHONE: 714/656-2692 P.O. Box 1988 E-MAIL: [email protected] TAX I.D. # 95-6000785

and to State at the address indicated in paragraph 5. Nothing herein contained shall preclude the giving of any such written notice by personal service.

6. EARLY TERMINATION - The state may terminate this lease by giving notice to the Lessor at least thirty (30) days prior to the date when such termination shall become effective. At the option of the State, this lease shall terminate within thirty (30) days immediately following the death, resignation or other removal from office of Senator Tom Umberg as a Member of the Senate.

7. JANITORIAL & UTILITIES - Lessor shall furnish to State, during the lease term, at Lessor’s sole cost, the following services and utilities:

A. Janitorial services, including but not limited to, regular cleaning of office areas and restrooms, toilet supplies and waste disposal.

B. All utilities except telephone and data/internet services/cable.

8. COMPLIANCE WITH LAW; REPAIR AND MAINTENANCE - During the lease term, Lessor shall maintain the leased premises together with appurtenances, rights, privileges, and easements belonging or appertaining thereto, in good repair and tenantable condition, except in the case of damage arising from negligence of State’s agent, invitees or employees. Lessor shall be liable for any damages sustained by State from the failure of the Lessor to maintain the leased premised in good repair and tenantable condition pursuant to this paragraph.

9. INSPECTION - Lessor reserves the right to enter and inspect the leased premises, at reasonable times, and to make any necessary repairs to the premises.

10. QUIET POSSESSION - Lessor agrees that State, keeping and performing the covenants and agreements herein contained on the part of State to be kept and performed, shall at all times during the existence of this lease peaceably and quietly, have hold and enjoy the leased premises, without suit, trouble, or hindrance from Lessor or any person claiming under Lessor.

11. DESTRUCTION - In the event the leased premises or any essential part thereof shall be destroyed by fire or other casualty, this lease, shall, in the case of total destruction of the leased premises, immediately terminate and, in case of partial destruction or damage, shall terminate at the option of State upon giving notice in writing to the Lessor within fifteen (15) days after such fire or casualty, and no rent shall accrue or be payable to the Lessor after such termination.

In the event of any such destruction where the State remains in possession of said premises, the rental as herein provided shall be reduced by the same ratio as the floor space State is thus precluded from occupying bears to the total space of the leased premises.

12. FAIR EMPLOYMENT PRACTICES - This lease is subject to the provisions of the California Fair Employment and Housing Act (Section 12900 et seq., Government Code) and in its performance the Lessor will not discriminate against any employee or applicant for employment because of race religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age. The Lessor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age. This action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship.

The Lessor will permit access to his or her records of employment, employment advertisements, application forms, and other pertinent data and records by the Fair Employment and Housing Commission, and any other agency of the

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3 State of California designated by the Joint Rules Committee, for the purposes of investigation to ascertain compliance with this paragraph.

The State may determine a willful violation of the Fair Employment Practices provisions to have occurred upon receipt of a final judgment having that effect from a court in action to which the Lessor was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that the Lessor has violated the Fair Employment and Housing Act and has issued an order, under Section 12970 of the Government Code which has become final.

In the event of willful violation of the foregoing provision in the performance of this lease, and if the Lessor, within thirty (30) days after receipt of a written notice thereof from the State, fails to cure the breach, the State shall have the right immediately to terminate this lease and any necessary additional expense incurred by the State in securing space equivalent to the leased premises, including the additional rental, if any, shall be borne by the Lessor.

13. HOLD OVER - In the event State remains in possession of the leased premises after the expiration date of this lease, the State’s continued possession shall create a tenancy from month to month with rental payable by State in arrears on the last day of each month in the amount specified in paragraph 2. The tenancy created herein shall be subject to all other terms and conditions of this lease.

14. ACCESSIBILITY –
A. AMERICANS WITH DISABILITIES ACT (ADA) – Lessor warrants that the leased premises to be used by the State in the performance of this lease are readily accessible to and usable by individuals with disabilities with respect to services, programs, activities conducted by the State on the leased premised. In the event that Lessor makes alterations to any part of the leased premises used by the State, the alterations shall comply with the accessibility standards of the Americans with Disabilities Act (U.S.C.A. Section 12101 and following).

In the event of violation of the foregoing provision in the performance of this lease, and if the Lessor, within thirty (30) days after receipt of a written notice thereof from the State, fails to cure the breach, the State shall have the right immediately to terminate this lease and any necessary additional expense incurred by the State in securing space equivalent to the leased premises, including the additional rental, if any shall be by the Lessor.

B. CERTIFIED ACCESS SPECIALIST DISCLOSURE – Pursuant to Section 1938 of the Civil Code, the Lessor states that the leased premises: (check one)
☐ have not undergone an inspection by a Certified Access Specialist (CASp). ☐ have undergone an inspection by a Certified Access Specialist (CASp), it was determined that the leased premises met all applicable construction-related accessibility standards pursuant to Section 55.51 et seq. of the Civil Code, and Lessor provided the State with a copy of all reports prepared by the CASp.

15. INSURANCE – The State represents that, as an entity of the State of California, it is self -insured against damages, injury and other forms of liability. Lessor or other parties shall not be names as an additional insured therein.

16. ASBESTOS - Lessor hereby warrants and guarantees that the Premises leased to the State will be operated and maintained free of hazard from Asbestos-Containing Construction materials (ACCM), as that term is defined in Labor Code Section 6501.8.

17. SUBROGRATION WAIVER AND INDEMNITY -

A. SUBROGATION WAIVER – To the extent authorized by any fire and extended coverage insurance issued to Lessor on the herein damaged premises, Lessor releases State from liability for loss or damage covered by said insurance and waives subrogation rights of the insurer.

B. INDEMNITY –
(1) To the extent that Paragraph 18.A is not applicable, State agrees to indemnify, hold harmless and defend Lessor, its officers, employees, representatives and agents from any and all liability, claims, demands, actions,

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4 damages, costs and financial loss, including all costs and expenses and fees of litigation or arbitration, that arise directly or indirectly from any acts or omissions related to this Lease performed by the State or its agents, employees, or other persons acting on the State’s behalf. This agreement to indemnify, hold harmless and defend shall apply whether such acts or omissions are the product of active negligence, passive negligence, willfulness or acts for which State or its agents, employees, or other persons acting on the State’s behalf would be held strictly liable. (2) Lessor agrees to indemnify, hold harmless and defend the State, its officers, employees, representatives and agents from any and all liability, claims, demands, actions, damages, costs and financial loss, including all costs and expenses and fees of litigation or arbitration, that arise directly or indirectly from any acts or omissions related to this Lease performed by Lessor or its agents, employees, or others persons acting on Lessor’s behalf. This agreement to indemnify, hold harmless and defend shall apply whether such acts or omissions are the product of active negligence, passive negligence, willfulness or acts for which Lessor or its agents, employees, or other persons acting on Lessor’s behalf would be held strictly liable.

18. MISCELLANEOUS –
A. AMENDMENT OF LEASE – This lease may be amended by mutual consent of the State and Lessor. An alteration of or variation from the terms of this lease is not valid unless made in writing and signed by the parties to this lease.

B. WAIVER – No term or provision of this lase may be deemed waived and no breach excused, unless that waiver or consent is in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other, whether express or implied, does not constitute a consent to, waiver of, or excuse for, any other breach or subsequent breach, except as may be provided expressly in the waiver or consent.

C. FORCE MAJEURE – Except for defaults of subcontractors, Lessor and the State are not responsible fo r delays or failures to perform resulting from acts beyond the control of the nonperforming party. Those acts include, but are not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, earthquakes, other disasters, governmental statutes or regulations imposed after the fact, and ancillary functions or utilities that are provided by a person or entity not a party to this lease. If a delay or failure in performance by Lessor arises out of a default of its subcontractor, and the default arises out of causes beyond the control of either Lessor or the subcontractor, without the fault or negligence of either of them, Lessor is not liable for damages for that delay or failure, unless the supplies or services to be furnished by the subcontractor were available from other sources in sufficient time to permit Lessor to meet the required performance schedule.

D. TIME OF PERFORMANCE – Time is of the essence of this lease for purposes including the performance of services under any schedule established under this lease.

E. ENTIRE AGREEMENT – This lease represents the complete and exclusive statement of the agreements between the State and Lessor with respect to the subject matter of this lease, and supersedes all prior agreements, proposals, representations, and other communications, written or oral, between the State and Lessor regarding this subject matter. The State and Lessor agree that there are no oral or written covenants, conditions, or agreements with respect to the subject matter of this lease except as set forth in this lease.

F. GOVERNING LAW – This lease, and any amendments to this lease, shall be governed by and construed in accordance with the laws of the State of California.

G. CONFLICT WITH EXISTING LAW – Lessor and the State agree that, if any provision of this lease is found to be illegal or unenforceable, that provision shall be deemed stricken and the remainder of this lease shall remain in full force and effect. Either party having knowledge of any such provision promptly shall inform the other of the presumed inapplicability of the provision. If the deletion of the illegal or unenforceable provision would substantially frustrate the purposes of this lease, the lease thereupon shall be terminated in a manner that is commensurate, to the maximum extent feasible, with the interests of both parties.

IN WITNESS WHEREOF, this lease has been executed by the parties hereto as of the date first above written.

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5 LESSOR: LESSEE:

CITY OF SANTA ANA SENATE RULES COMMITTEE
of CALIFORNIA

By: By:

Erika Contreras

Title: Title: Secretary of the Senate

Date: Date:

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Police Department
www.santa-ana.org/police
Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 4, 2023
TOPIC: Agreement with SenseMakers LLC for Grant Project and Fiscal Coordinator Services

AGENDA TITLE
Approve Agreement with SenseMakers LLC, in the amount of $896,370, for Grant Project and Fiscal Coordinator Services (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a three-year professional services agreement with SenseMakers LLC for an on-site project and fiscal grant management coordinator services, for the period beginning June 1, 2023 through May 31, 2026, with a fourth- and fifth-year option in an amount not to exceed $896,370, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative (UASI) federal grant program. UASI provides funds to local emergency first responders to enhance security and overall preparedness to prevent, protect, mitigate, respond to, and recover from acts of terrorism. The grant specifically provides funding for management and administration, anti-terror planning, organizing, equipment, training, exercises, and technical assistance. Under the UASI funding program, the City of Santa Ana and the City of Anaheim have been designated as Urban Area Core Cities and serve as the grant recipients responsible for managing and administering the UASI grant funds. The Santa Ana and Anaheim Police Departments alternate as the fiscal agent responsible for the grant. Anaheim manages the grant during the even years, while Santa Ana manages the grant during the odd years.

The on-site grant management services necessary for the administration of the UASI Grant program include, but are not limited to, the following: oversight of all assigned project activities; assisting with the development of grant applications, ensuring grant finances are processed appropriately and in compliance with established federal, state, and local statutes; and maintaining UASI sub-recipient guidelines and policies to include

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Agreement with SenseMakers, LLC for Grant Project and Fiscal Coordinator Services April 4, 2023

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new laws, rules, and requirements issued by DHS and the California Governor's Office of Emergency Services (Cal OES).

On October 11, 2022, the Police Department issued Request For Proposals No. 22-130 for grant management services for the Anaheim/Santa Ana UASI. A total of 674 vendors were notified through the City’s bidding platform with a due date of November 8, 2022.

SenseMakers LLC was the only company to submit a proposal. The professional services rate proposed by SenseMakers LLC was determined to be within the range expected for such services.

Cal OES approved the sole source procurement for this agreement for grant years FY 2021 and FY 2022. A sole source approval for FY 2023 will be sought upon approval of the FY 2023 UASI grant application. The three-year agreement may be extended for two additional one-year terms, contingent upon grant funding being secured and approved by the City Council.

SenseMakers LLC has been providing these professional services since 2012 and has developed unique skills and organizational knowledge to effectively manage the homeland security grants awarded to the City of Santa Ana. The Santa Ana Police Department's Homeland Security Division is pleased with the grant management services provided by SenseMakers LLC, and recommends approval of this agreement.

The agreement includes 2,080 hours per year and $7,000 annually for training and travel:
•Year 1 – Hourly rate of $76.46, annual amount not to exceed $166,036.80 •Year 2 – Hourly rate of $79.50, annual amount not to exceed $172,360.00 •Year 3 – Hourly rate of $82.70, annual amount not to exceed $179,016.00 •Year 4 (if extended) – Hourly rate of $86.01, annual amount not to exceed $185,900.80
•Year 5 (if extended) – Hourly rate of $89.45, annual amount not to exceed $193,056.00

FISCAL IMPACT
Funding is available in the FY 2022-23 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows:

Fiscal
Year
Accounting Unit
– Account No.

Fund
Description
Accounting Unit,
Account Description Amount
FY 22-23 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $ 13,837
FY 23-24 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $152,200

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Agreement with SenseMakers, LLC for Grant Project and Fiscal Coordinator Services April 4, 2023

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FY 23-24 12514491-62300 OES UASI
UASI Cal OES
Anaheim, Contract
Services
$ 14,364
FY 24-25 12514491-62300 OES UASI
UASI Cal OES
Anaheim, Contract
Services
$157,996
FY 24-25 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $ 14,918
FY 25-26 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $164,098
FY 25-26 12514491-62300 OES UASI
UASI Cal OES
Anaheim, Contract
Services
$ 15,492
FY 26-27 12514491-62300 OES UASI
UASI Cal OES
Anaheim, Contract
Services
$170,409
FY 26-27 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $ 16,088
FY 27-28 12514407-62300 OES UASI UASI Cal OES Santa
Ana, Contract Services $176,968
Total $896,370
The expenditure amounts listed above are estimates based upon the Anaheim/Santa Ana UASI projects projection for grant years FY 2021, FY 2022, and FY 2023 and subject to change. If the agreement is extended, the expenditure amounts will be dependent upon the grant years’ FY 2024 and FY 2025 projects.

EXHIBIT(S)

1. Agreement with SenseMakers LLC
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager

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PROFESSIONAL SERVICES AGREEMENT WITH SENSEMAKERS, LLC
FOR

GRANT PROJECT & FISCAL COORDINATOR SERVICES
THIS AGREEMENT, is made and entered into this 4th day of April 2023 by and between SenseMakers LLC, a California corporation (hereinafter “Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter “City”).

RECITALS
A. On October 11, 2022 , the City issued Request for Proposal # 22-130 (“RFP”) seeking qualified consultants to perform grant management services for the Anaheim/Santa Ana Urban Area Security Initiative (“ASAUASI”) Grant. These services are required as the City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the Urban Areas Security Initiative (“UASI”), has applied for, received an d accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Emergency Services , to enhance countywide emergency preparedness, hereinafter referred to as “the Grant”.

B. Consultant submitted a timely propo sal and Consultant represents that it has the necessary skills and experience to provide assistance in developing grant applications, invoicing and processing payment documents in compliance with grant policies, and maintaining guidelines and polices required by grant providers.

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 perform ed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

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

1. SCOPE OF SERVICES
Consultant shall develop and provide grant management services as set forth in Exhibit A, attached hereto and incorporated by this reference. All services required hereunder shall conform in all respects to s tandards and regulations for funding by the U.S. Department of Homeland Security, and the California Office of Emergency Services. Consultant will be responsible for continued training to remain current on the management and reporting obligations required of the various Homeland Security Grant funds.

EXHIBIT 1

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2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $ 76.46, effective June 1, 202 3 through May 31, 202 4 (“1st Year”).

Consultant shall also be reimbursed for training and travel which requires pre-approval, in writing, by City. The total amount to be expended during the 1st year of this Agreement shall not exceed $166,036.80.

b. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $79.50, effective June 1, 202 4 through May 31, 202 5 (“2nd Year”).

Consultant shall also be reimbursed for training and travel which requires pre-approval, in writing, by City. The total amount to be expended during the 2 nd year of this Agreement shall not exceed $172,360.

c. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $82.70, effective June 1, 2025 through May 31, 2026 (“3 rd Year”).

Consultant shall also be reimbursed for training and travel which requires pre-approval, in writing, by City. The total amount to be expended du ring the 3 rd year of this Agreement shall not exceed $179,016.

d. If the parties exercise the option to extend the term of the Agreement for a 4th Year, as detailed in Section 4 below, the City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $86.01, effective June 1, 2026 through May 31, 202 7 (“4th Year”) and/or (the “ 1st Extension”). Consultant shall also be reimbursed for training and travel which requires pre-approval, in writing, by City. The total amount to expended for the extension shall not exceed $185,900.80.

e. If the parties exercise the option to extend the term of the Agreement for a 5th Year, as detailed in Section 4 below, the City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $89.45, effective June 1, 2027 through May 31, 202 8 (5th Year) and/or (the “ 2nd Extension”). Consultant shall also be reimbursed for training and travel which requires pre-approval, in writing, by City. The total amount to expended during the 2nd extension shall not exceed $193,056.

f. The total amount that may be expended throughout the entire term of this Agre ement shall not exceed $896,369.60, as detailed in Exhibit B attached hereto.

g. Payment by City shall be made within thirty ( 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. USE AND OWNERSHIP OF DOCUMENTS
It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement, paid for with Grant funds, or composed utilizing information

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provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder.

4. TERM
This Agreement shall commence on June 1, 2023 and terminate on May 31, 2026, unless terminated earlier pursuant to Section 13, below. The term of this agreement may be extended for two (2) additional one (1) year terms. upon a writing executed by the City Manager and the City Attorney.

5. 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 Consultan t 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.

6. INSURANCE
Based on scope of services and in accordance with ICRMA gu idelines, minimum insurance requirements are below.

Coverage shall be at least as broad as:
a. 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.
b. 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.
c. Workers’ Compensation insurance as required by the State of California, with Statutory L i m i t s, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

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d. 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 a n d 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.

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 o f 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.

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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 a t 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 and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, or just compensation, arising out of claims for personal injury, including death, and claims for property damage, to the extent they arise from the negligent or willful misconduct in the performance of operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement.

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8. 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.

9. 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.

10. 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 cla ss or certified mail, postage prepaid, or sent by telefacsimile 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
Telefacsimile (714) 647-6956
With courtesy copies to:

Santa Ana Police Department
UASI / Homeland Security Division
60 Civic Center Plaza
P.O. Box 1981 (M-97)
Santa Ana, California 92702
Attn: Roland Andrade
Email: [email protected]
Telefacsimile (714) 245-8098

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To Consultant: Jim Bailey
SenseMakers LLC
2401 East Katella Avenue, Suite 610
Anaheim, California 92806
Office (657) 223-8532
Email: [email protected]
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 Unit ed States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

11. 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 in strument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City.

Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

12. 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.

13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In the event that grant funding is not secured, City has the right to terminate the Agreement immediately upon exhaustion of the grant funds. 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:

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

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

15. 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 Stat e 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.

16. 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 Californ ia, 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.

17. CONSULTANT CERTIFICATIONS
a. Debarment and Suspension – Contractor will comply, and all its contractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Ac t of 1973 (The Act).

Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied t he benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from

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federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be inclu ded in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
c. Americans with Disabilities Act of 1990 - (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
e. Contractor will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agree s that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its contractors will comply, with all requirements of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non-Discrimination and Equal Opportunity - Contractor will comply, and all its contractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation A ct of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Compreh ensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contrac tor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, sub mit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice.
h. Contractor will comply, and all its contractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, en titled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its contractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.

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j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its contractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. l. Contractor will comply, and all its contractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
m. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requ irements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.
p. Contractor will comply with the Federal Water Pollution Co ntrol Act (33 U.S.C. 1251-1387) as applicable.
q. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this A greement based on the requirements of 37 CFR§ 401, as applicable.
r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to:
(1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and
(2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes.

Contractor will provide information pursuant to 2 CFR section 200.315(e) for respons e to a Freedom of Information Request when applicable.

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s. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property.
t. Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds.
u. If the product is defective, does not function as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the product for a new product at the City’s election.

18. 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.
c. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This clause shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement.

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

ATTEST: CITY OF SANTA ANA, a municipal
Corporation of the State of California

KRISTINE RIDGE
City Manager

JENNIFER HALL
Clerk of the Council
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: ___________________________

TAMARA BOGOSIAN
Senior Assistant City Attorney

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RECOMMENDED FOR APPROV AL: SENSEMAKERS, LLC
7JJ E. r'

JAMES BAILEY
President and CEO

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EXHu31T A
!aPE OF [R
[E!CRIPTaON AND SCOPE OFWORK
mlnt9traUan d k UltlaTh AFea Se$ ImUatme (UASI) Gm PFOgBffl k k Sama AJTha POUCe management and amipkanoe d the UASI giid pnuy6 ffii'Ui 'usw.4d uia pujed merna'it axl coordmfion
A. ay.qcxrnot** Wr-fV?lfflRffi
projeds fin te ASAIIA. The ASAUA m an dttuc Trsor rf (Jrm4p, M pritcd ctficp, a popula'orr ml aiver 3 gntlmn paopk. A'iMl!A iw spprnximata$y 12,'!J[H) public sddty gart mrnqamnm support m prg4 Iby The 4bm d in fhe ASAUA, Sam Ana anJ 2022 etc.l wJhile Sanha Ana mnages The @ant du fiie odd years (i.e 2C119, 2021, 2023 etc El. on.

ExlhiWA TIV' (tirnjrnffiwql rnadinatorinnum (d iiiiiWii aw 4aniitbs u{uurM&A bixlge[ mffllffll
Ca*actor shm!l easy fiaat neiNw C rw b pm$m are preeenthl debged, proposaj far debamnetl dccln $k. ta wuliaaly riuhit 41iijpalimi ;ii llse an exlangUan wifii ttae pmposaL pamffml detm'mrd, decksresl ineNgsNlity, or Page NU

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l Tie Projed/Fiscal nator candidate(s) wll sdinut to a thorou$ pa!ice aftera m'itractorhas been sek.ded ait prmto sidmito aty Cainei forfim app A pdye5 emnitnafion may be oondudal L.Ji.Laixia. llu. &Jirmasr, rfl tau. dM% to adaluately perkmn the work ig'der smd ainkart l'rila,'.i Lli!liJui'i-i-J+ assi to ffiiffi projed must meet ctiamder standards as by badg'ound in and reference deedts, axdnataj by ffie
The 'C!% dkall haVe fin. ItJlt 10 nXllffiFe !he FemOVal and rDpla!.anlwi[ ur llnb Cubrlimka 'b P*uita.[i. Coudiaraku mal key pyauiuiel iualw 11nebaaiJJ ibmJL TlieCttyBtldl miry (F ad%N fadum infomiaban if M decbi to iequest aray a4bedk key Bxnnel m remo tuil pdormCg ynArps under The awa'dai canhadL The City shd red. md approw. k d b replat far the (,ordradds Sad apprmal shd not be :l TheOnommkdwmkoddfieSamaAna%mDepaimm,tkme4and
Seady Dmam-
act.a.nxnua[atc nib LLllllldl-11Ull i!it. F%$ Coordr gnay wn* a canpremm 4/10 sdeduk &kandaythrough Thu orTuesday ttirougtn Frdy, g ori raeeda dtfe un[
6 Tlhe ad Coordinatar stnaM tme knomajge d load gomemmd and faJeral grart budgetaiy, imiaaim>iiiuilaiiJ piuuuiuvzil piuu
7- Tar F%li Irfll ! !'liiffiltlMllii dfJI Imwdm qi J$ m d m a'd ajevdop proyam plai7in a'i r)hjgr4iip* F>ianiph tsl wiia expamnoe be provj in Fgther, Caty amm d pubfic-um. fa and re ffiiie ot4qat-n to NN!PmjENdfga'amC%"' l#'ffl"' kn(N ffiTV€ *Rk pffmll iiwaNGum RFP 22-130ASA UAS! amil Maimgeaiwil Sm ia.m

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I FJeguJaiuulmamandraarda
dewskxpg d fonnal soNataf ( br Bids, RFPs, etc.) ail rag d reemds
imked to Soks Smce, Vehide Appmval cy OpemUoi Caitar ro, and ,ad1 eniaJ doeurg'snJ dda ormfomdon d from the (jty dma jiles w any CRy wThout the eqmm w oonset el jhe aty AIB gns, doeunnem, dabi or Juiralajtall, uacffu4rtl m@s, nmust u rehured babe CAy atttae eial urlliie wiid lm*ia 3- uxaia;i- '/!aii !i /k
remwed.

C- AfflfflHk fia y aa"" d c$ (!ql41n%kaaaaiy&iy ibv;pm RFP221:[email protected]!:'it UArJ Gi..in! A'Lw*yhtsait 'iaiiLw
Page f3

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Exhibit A - Federal Regulations
a. Federal Regulations - Recipient must comply with the government cost principles, uniforin administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarinent and Suspension - As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal governinent.
c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. - Recipient shall provide to City all records and inforination requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employinent, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of

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the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Ainericans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opporhinity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employi'nent Opporhinity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requireinents of the California Public Contract Code Section 10295.3, as applicable.

1. Copeland "Anti-Kickback" Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland "Anti-Kickback" Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. m. David-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.

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r. - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. ffl - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. Tlie Federal government's, SAA's and City's riglits identified above must be conveyed to tlie publisher and tl'ie language of tlie publisher's release form must ensure tlie preservation of these rights.
t. Equal Employirient in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the perforinance of this contract, the contractor agrees as follows:
(l) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The contractor will take affirinative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or tennination; rates of pay or other forins of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.

This provision shall not apply to instances in which an employee who has access to the compensation inforination of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such inforination, unless sucli disclosure is in response to a fonnal complaint or charge, in furtherance of an investigation, proceeding,

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hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish infoririation. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all inforination and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will perinit access to his books, records, and accounts by tlie administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, tenninated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted constniction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence iininediately preceding paragraph (1) and the provisions of paragraphs (1) tmough (8) in every subcontract or purchase order unless exetnpted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. u. Prohibition on Certain Telecommunications and Video Surveillance Services or As described in Public Law 115-232, section 889, covered telecoini'nunications equipment:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

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(2) For the purpose of public safety, security of governinent facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services produced by such entities or using such equipment.
(4) Telecommunications or video surveillance eqriipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
v. Domestic Preferences for Procurements/Subcontracts - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniforin Guidance 2 CFR §200.322.

Recipient shall comply with the federal and recipient standards in the award of any subcontracts.

For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts.

Recipient shall ensure that the terins of this Agreement with tlie CITY are incorporated into all Subcontractor Agreements. The recipient sliall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor. The recipient shall withhold funds to any subcontractor agency that fails to comply with the tenns and conditions of this Agreement and their respective Subcontractor Agreement.

Recovered Mateiials
Recipient shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract perforinance schedule; Meeting contract perforinance requirements; or at a reasonable price.

Information about this requirement, along with the list of EPA-designated items, is available at EPA's Coinpreliensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
(2) Domestic Preference for Procurements
Recipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

For purposes of this clause:

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Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. w. Teri'nination for Cause and Convenience - Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to tenninate the Agreement, reserving all rights under state and federal law.

Approved to Form
Tamara Bogosian
Sr. Assistant City Attorney

City Council
21 –
25 4/4/2023

E)a-11BIT B - SENSEMAKER, LLC'S PRICING PROPOSAL

ASA UASI GRANT MANAGEMENT SERVICES

2. Exhibit C Proposer's Certification and Proposal Item Pricing

EXHIBIT C

PROPOSERS CERTIFICATION AND PROPOSAL ITEM PRICING
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations.

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

Proposal Item Price - Pricing shall be based on the scope of services described in Exhibit A. Cost proposal shall include all costs grant project/fiscal coordinator position. Pay rate is the proposed hourly rate for the actual ProjecUFiscal Coordinator. Bill rate is the total hourly rate charged by the contractor.

LINE DESCRIPTION HOuRS PAY
RATE
BILL

RATE (BR)
TOTAL
(BR &
HOuRS)

ESTIMATED
, TRAVEL
COSTS
!XTEN0!:D TOT AL PRICE:
1 Grant Project & Fiscal
Coordinator Momhs 1-12 (1'
Year)
2,080 50.97 76.46 159,036.80 $7,000 $186.036.80
2 Grant Project & Fiscal
Coordinator Months 13-24 (2"
Year)
2,080 53.00 7!).50 165,360.00 $7,000 $172,360.00
3 Grant Project & Fiscal
Coordlnator Months 25-36 i3"
Year)
2,080 55.13 82.70 172,016.00 $7,(100 $179,016 00
4 Grant Proled & Fiscal
Coordinator Monlhs 37-48 (4"
Year)
2,080 57.34 86.01 178,900.80 S7,000 $185,900.80
s
Granl Piolect & Fiscal
Cootdinator Months 49-60 (5"
Year)
2,080 59.63 89.45 186,056.00 $7,000 $193,056.00
TOTAL EkTENDED COST (ADD LINES 1, 2, 3, 4, and 5): $896,369.80 "Travel costs shall include a// expenses incurred such as mileage, parking, lodging, ineals, and incidental fees, etc. Any travel expenses incurred must be billed per Orange County PerDiem Rates and itemized on invoice(s).

SenseMakers LLC

LEGAL NAME OF COMPANY
Phone: 657-223-8532, Fax: N/A

PHONE AND FAX NUMBERS
2401 E. Katella Avenue, Suite 610, Anaheim CA 92806

BUSINESS ADDRESS
James E. Bailey

PRINTED NAME OF AUTHORIZED AGENT

SIGNATURE OF AUTHORIZED AGENT DATE
President and CEO
TITLE
[email protected]

E-MAIL ADDRESS
46-3319261

FEDERAL ID NUMBER (IF APPLICABLE)
N/A

CONTRACTOR LICENSE NUMBER (IF APPLICABLE)
pFtoposAHisaT'H'A'TMoMouhSo'TBcEo'NOr'APINLEr\EisoFAoNFtolllNwCil-L:"DEIE=DcWowlTsHioT=:E=P[):Oo'NoRS=AsLpowsivE.

SenseMak rs
RFP 22-130 ASA UASI Grant Mariagement Servrces

17 Request for Proposal:

RFP N0. 22-130

City Council
21 –
26 4/4/2023

Finance and Management Services
www.santa-ana.org/departments/finance
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 4, 2023
TOPIC: Animal Licensing Services Agreement

AGENDA TITLE
Approve an Agreement with PetData, Inc. for Animal Licensing Services for up to a Three-Year Term and Two One-Year Renewal Periods

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with PetData, Inc. for animal licensing services for a three-year period, from April 4, 2023 through April 3, 2026, with two one-year extension periods, subject to non-substantive changes approved by the City Manager and City Attorney; there is a one-time start-up fee of $1,000 and an ongoing fee of $4.30 for each one-year license processed.

DISCUSSION
The Treasury and Customer Service Division of the Finance and Management Services Agency is responsible for managing the City’s dog licensing program. Currently, it uses an in-house software program that has been used for over 20 years. Due to the age of this in-house dog licensing program, there are limited technological capabilities and it does not offer a customer portal website that is user-friendly for Santa Ana residents to initiate or renew a dog license online. After reviewing available software, staff found there is only one feasible option to meet the City’s needs. Therefore, staff recommends utilizing PetData, Inc. (“PetData”) as the sole source provider for the City’s dog license program. PetData is the largest animal licensing organization in the U.S. and is the only private company currently providing custom and comprehensive turnkey animal licensing program to municipalities.

PetData is a company whose sole purpose is animal licensing. PetData has over 25 years of experience providing animal license services to municipalities. The company operates nationwide, processing millions of animal licenses and rabies vaccination certificates each year. PetData currently provides animal licensing services to neighboring southern California cities such as Torrance, Hawthorne, Newport Beach, Laguna Beach, Garden Grove, San Clemente-Dana Point, and Santa Barbara. Unlike other companies that sell licensing software, PetData is the only company that provides both user software and processing capabilities.

City Council
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1 4/4/2023

Animal Licensing Services Agreement
April 4, 2023

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6 3
PetData can handle all aspects of the City’s dog licensing program, including the following: processing animal license applications and renewals received online or by mail; providing customer service to residents via phone, email and mail; mailing renewal and reminder notices for expiring animal licenses; mailing new and replacement tags to pet owners; providing online access to licensing data for Animal Control and canvassing contractor, processing and updating rabies vaccination records; updating owner and pet information; collecting and processing animal licensing fees; providing sales and revenue reporting; and remitting revenue to the City. Additionally, PetData will provide information and forms for the City to use at public events and in veterinary offices. The City maintains ownership of all the data, which can be incorporated into existing City systems if necessary. PetData will also work with the County of Orange – Animal Services department, the City’s contracted animal shelter service provider.

Furthermore, PetData provides a customized webpage dedicated to the City’s dog licensing program, which can be accessed through the City’s website. PetData provides a dedicated telephone number for residents to call for customer service, which includes an auto-attendant that provides basic registration instructions 24 hours a day, 7 days a week.

Therefore, staff recommends City Council approval of an agreement with PetData to allow and improve how Santa Ana residents can process and pay for a new or renewed animal license online.

FISCAL IMPACT
There would be a $1,000 start-up fee to cover all aspects of the City’s Start-Up with PetData, and includes PetData’s data conversion from City system, creation of manuals/ reports, license renewal/billing forms, web pages, auto-attendant phone scripts and all database preparation. Their fees for processing animal licenses are as follows:
•For years 1-3 of the agreement, $4.30 for a one-year license or replacement tag •For years 4-5 of the agreement, $4.40 for a one-year license or replacement tag •A fee of $2.00 for each additional year after the first year for each multi-year license
•A collection service fee of $2.50 for each late fee collected during the term of the agreement
If a pet owner chooses to license online, PetData charges a convenience fee of $2.00 per transaction. Multiple pets may be licensed per transaction. Pet owners may mail their application or submit it in person at City Hall if they do not wish to pay the convenience fee.

The minimum annual contract payment would be $6,000 per calendar year. To process the City’s 13,000 active dog licenses, the estimated annual expenditure for one-year licenses is $55,900. These fees would be deducted from the license revenue collected

City Council
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2 4/4/2023

Animal Licensing Services Agreement
April 4, 2023

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6 3
by PetData on behalf of the City. The annual expenditure will fluctuate depending on the number of licenses processed. The City will receive estimated net revenues of $544,100 (Gross revenue $600,000 – Fees $55,900 = Net Revenue $544,100). The revenues collected will be deposited into the Finance/Management Services – Management & Support, Dog Licenses account (No. 01110002-51002) and funds are budgeted in the current fiscal year and will be budgeted in subsequent fiscal years in the Finance/Management Services – Treasury / Customer Services, Contract Services- Professional account (No. 01110130-62300).

The estimated fee of $55,900 is a new cost to the City. However, the workload for the City’s Information Technology department will decrease, as it will no longer need to maintain an antiquated custom-built system; and the City’s dog owners will receive a higher level of service.

Fiscal
Year
Accounting
Unit-
Account #
Fund
Description
Accounting Unit, Account
Description
Amount
FY22-23 01110130-
62300
General
Fund
Finance/Management Services –
Treasury / Customer Services,
Contract Services-Professional
$100,000
FY23-24 01110130-
62300
General
Fund
Finance/Management Services –
Treasury / Customer Services,
Contract Services-Professional
$100,000
FY24-25 01110130-
62300
General
Fund
Finance/Management Services –
Treasury / Customer Services,
Contract Services-Professional
$100,000
FY25-26 01110130-
62300
General
Fund
Finance/Management Services –
Treasury / Customer Services,
Contract Services-Professional
$100,000
FY26-27 01110130-
62300
General
Fund
Finance/Management Services –
Treasury / Customer Services,
Contract Services-Professional
$100,000

EXHIBIT

1. PetData, Inc., Animal Licensing Services Agreement
Submitted By: Kathryn Downs, Finance and Management Services Executive Director Approved By: Kristine Ridge, City Manager

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AGREEMENT WITH PETDATA, INC. TO PROVIDE

ANIMAL LICENSING SERVICES

THIS AGREEMENT is made and entered into on this 4th day of April, 2023 by and between PetData, Inc., a Texas corporation (“Contractor”), and the C ity 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 Contractor having special skill and knowledge in the field of providing animal licensing services.

B. Contractor represents that it is able and willing to provide such services to the City and serves as the largest animal licensing organization in the U.S. and is the only private company currently providing custom and comprehensive turnkey animal licensing program to municipalities.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services perfor med by Contractor 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

Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A and Exhibit B, attached hereto and PetData’s proposal of September 22, 2022, which shall be incorporated by reference.

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 B . Start up costs of $1,000 and minimum annual contract amounts of $6,000 per year shall be paid by the City. Fees and/or costs for licensing registration, as detailed in Exhibit B, shall be deducted from the Gross Revenue generated by the City. Annual expenditures to cover compensation to Contractor will fluctuate dependent on the number of licenses processed.

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.

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3. TERM

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

4. INDEPENDENT CONTRACTOR

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

5. OWNERSHIP OF MATERIALS

This Agreement creates a non-exclusive, non-transferable, and perpetual license for City to copy, use, or reuse any and all copyrights, designs, and other intellectual property of Contractor to the extent 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 produced and delivered to City by Contractor under this Agreement (“Documents & Data”). However, Documents & Data do not include any portion of the System (as defined in Exhibit B hereto). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive, non-transferable, and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that it may not use Documents & Data in any manner that would challenge or jeopardize Contractor’s intellectual property rights embodied in such Documents & Data, and any use not within the purposes intended by this Agreement shall be at City’s sole risk. In no event shall Contractor have any duty or obligation to any third party with respect to City’s use of any Documents & Data. Nothing in this Section is intended to grant City any rights in or to the System.

6. INSURANCE

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with

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the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

a. Minimum Scope and Limit of Insurance

Coverage shall be at least as broad as:

(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.

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

(3) Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

b. Other Insurance Provisions

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

(2) Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers.

Any insurance or s elf-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

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

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

(5) Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City.

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

(7) Claims Made Policies: If any of the required policies provide claims -made coverage:

i. The retroactive date must be shown, and must be before the date of the contract or beginning of contract work.

ii. Insurance must be maint ained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

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

(8) Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage 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 Contractor’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.

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

(10) 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

Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent acts or omissions or willful misconduct 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. 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. 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 th e negligence, recklessness, or willful misconduct of the Contractor. Further, Contractor’s obligations under this Section shall not extend to any loss, damages, or claims to the extent arising from the negligen t acts or omissions o r willful misconduct of C ity or its officers, agents, employees, or representatives.

8. INTELLECTUAL PROPERTY INDEMNIFICATION

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

9. RECORDS

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

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10. CONFIDENTIALITY

If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to pro tect 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 or ally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE

Contractor 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

Contractor 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. Contractor 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 Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

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14. ASSIGNMENT

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

15. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor 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

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of

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#259972v1
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

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 , Finance and
Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5414

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 b e 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.

PetData
Attn: Chris Richey, President
8585 N. Stemmons Fwy, Suite 1100N
Dallas, TX 75247

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Kathryn Downs (Mar 24, 2023 08:53 PDT)

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EXHIBIT A

SCOPE OF SERVICES

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EXHIBIT A
Description of Services

This exhibit is attached to and a part of the above and foregoing Agreement for Animal L icensing Services (Agreement). Terms used in this exhibit that are not defined in this exhibit but which are defined elsewhere in the Agreement shall have the respective meanings given to them in the other provisions of the Agreement. In the event of any conflict between any of the provisions of this exhibit and the other provisions of the Agreement, the other provisions of the Agreement shall control.

CONTRACTOR RESPONSIBILITIES

1. Process License Applications
A. Receive and process animal license applications through the mail.

B. Provide online licensing and process applications initiated through CONTRACTOR’s website.

C. Enter new and renewal license applications into CONTRACTOR’s proprietary database.

D. Deposit, or transmit for deposit, all receipts collected for lice nse fees, with the exception of those payments made via credit card, into a Bank Account.

E. Mail license tags within 10 business days after receipt of payment and complete documentation as required by local ordinance and/or CITY policy.

F. Update license information in CONTRACTOR’S database and issue replacement tags as needed.

G. If CONTRACTOR collects any payments due CITY from Licensees via credit card transactions that are paid to CONTRACTOR, those payments will be deposited, or transmitted for deposit, into a Bank Account within 15 business days after the end of the calendar month in which collected.

2. Mail License Notices
A. Mail renewal and reminder notices for expiring animal licenses. Renewal notices will be mailed in the month prior to the license expiration date, or as otherwise agreed upon between CONTRACTOR and CITY.

B. Mail billing notices to pet owners who have vaccina ted a pet against rabies but have not licensed, if CITY collects rabies vaccination reports from veterinarians.

3. Customer Service for Licensing Program
A. Provide customer service to pet owners via phone, email and mail, and respond to requests in a timely fashion.

B. Provide customer service to CITY staff, and respond to CITY requests in a timely fashion.

C. Provide online access to licensing data to appropriate personnel via CONTRACTOR’s proprietary website, at no additional charge.

4. Manage Reports from Authorized Registrars and Veterinary Clinics A. Process and enter license sales records from any registrars and veterinary clinics authorized to sell animal licenses.
1) Track tag inventories at all authorized registrars, and reconcile reports. 2) Invoice authorized registrars for licenses sold as needed B. Process and enter rabies vaccination records from local veterinary clinics if rabies reporting is required by CITY.

C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to CITY as needed.

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5. Provide veterinarians and other authorized registrars with reasonable quantities of supplies (reporting forms, applications or vaccination certificates, citizen mailing envelopes, etc.) necessary to sell license tags and/or report rabies vaccinations to CONTRACTOR. Supplies are to be printed in one color with the design and layout to be determined by CONTRACTOR.

6. Reporting to CITY
A. Send reports to CITY within 15 business days after the end of each month including the number of licenses sold at each location.

B. Provide statistical reports to CITY as requested within a timely manner. Depending on the information requested, CONTRACTOR can provide most reports within five business days.

C. Process donations on behalf of CITY when a donation is made with the purchase of a license, if CITY requests donations be collected.

D. Provide an online tag search to the public if CITY wishes to have CONTRACTOR’s online tag search enabled.

CITY RESPONSIBILITIES

1. Purchase license tags to CONTRACTOR’s specifications and ship them to CONTRACTOR.

CONTRACTOR recommends that tags be shipped directly from tag vendor to CONTRACTOR to reduce shipping costs.

2. Report CITY license sales electronically or by mail at least monthly by the 10th calendar day of the month for the prior month’s sales.

3. Give CONTRACTOR at least 60 days’ notice of license fee or ordinance changes.

4. Respond to CONTRACTOR inquiries in a timely fashion.

5. Provide feedback to CONTRACTOR regarding program and customer matters.

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EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable

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EXHIBIT B - COMPENSATION TO CONTRACTOR
In consideration of the Services, CONTRACTOR shall be entitled to the following compensation:

A. Basic Fees.

CITY shall pay to CONTRACTOR the following fees for all animal licenses issued during the term of this Agreement, regardless of whether they are issued by CITY, CONTRACTOR, veterinarians, or any other persons:
1) $4.30 for each one-year license or replacement t ag and for the first year for each multi -year license (which amount is subject to adjustment as provided below). 2) $2.00 for each additional year after the first year for each multi-year license. 3) $2.50 collection service fee for each late fee, if any, paid by a Licensee during the term of this Agreement.

The fee provided for in clause 1), above, will be adjusted as follows during any of the following periods that fall within the term of this Agreement: (a) commencing on the third (3rd) annual anniversary of the Execution Date and continuing until the fifth (5th) annual anniversary of the Execution Date, the fee provided for in clause 1), above, will be $4.40; and (b) if the term of this Agreement is for more than five (5) years, then, commencing on the fifth
(5th) annual anniversary of the Execution Date and continuing on each annual anniversary of the Execution Date thereafter throughout the remaining term of this Agreement, the fee provided for in clause 1), as previously adjusted, will increase by an amount equal to five percent (5%) of the fee under clause 1) that is in effect immediately prior to the respective anniversary, and the fee, as so increased, will thereupon become the fee payable under clause 1) unless and until further adjusted in accordance with this clause (b).

An animal license will be considered “issued” for purposes of this Agreement regardless of the means, method, program, process, or agency used for the issuance or registration of the license, and whether or not a fee or other consideration is charged or received by the CITY for the license. Without limiting the generality of the foregoing, an animal license that is donated or issued free of charge by the CITY or that is issued as part of a bundling of CITY services
or programs will be considered “issued” for purposes of this Agreement. Further, any animal license that is processed by CONTRACTOR for CITY during the term of this Agreement will be considered “issued” for purposes of this Agreement, whether or not the license was or is actually issued or delivered before, during, or after the term of this Agreement.

Notwithstanding the preceding provisions of this Section 6A, the parties agree that CONTRACTOR’s minimum aggregate fees under this Section A are $6,000.00 per calendar year. In order to assure the payment of such minimum aggregate annual fees to CONTRACTOR, the parties agree that if the aggregate fees payable to CONTRACTOR under this Section A for a calendar month would, but for the application of this sentence, be less than $500.00, then the aggregate fees payable to CONTRACTOR under this Section A for that calendar month will be $500.00. However, the foregoing minimum monthly amount will not be applicable if the aggregate fees paid to CONTRACTOR under this Section A have already equaled or exceeded, or in the opinion of CONTRACTOR are reasonably expected to otherwise equal or exceed, $6,000.00 for that calendar year. If the aggregate annual fees paid to CONTRACTOR under this Section A during any calendar year do not equal or exceed $6,000.00, then CITY shall pay an amount equal to the positive difference between (i) the amount previously paid to CONTRACTOR for that calendar year and (ii) $6,000.00, upon demand by CONTRACTOR. The $6,000.00 minimum annual amount shall be prorated for any partial calendar year during the term of this Agreement. No delay or failure on the part of CONTRACTOR in imposing or collecting the aforesaid monthly minimum amount shall affect CONTRACTOR’s right to receive the aforesaid minimum aggregate annual fees or to collect the aforesaid minimum aggregate monthly amount either then or in the future. CITY acknowledges that the aforesaid minimum fee amounts apply only to the fees payable to CONTRACTOR under this Section

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A, and do not include, by way of example and not by way of limitation, any Start-Up Fee payable to CONTRACTOR under Section B.

The fees paid to CONTRACTOR under this Section A are further subject to reasonable adjustment in the event that CITY adds, modifies, or eliminates any fees that are charged to Licensees during the term of this Agreement. CITY and CONTRACTOR agree to negotiate any such reasonable adjustments in good faith.

As used in this Agreement, the term “Licensee” refers to any person who applies for an animal license to be issued by or on behalf of CITY.

B. Start-Up Fee.

CITY shall pay to CONTRACTOR, a $1,000, one-time only, “Start-Up Fee”. The Start-Up Fee is due and payable within fifteen business days after the Execution Date. There are no Start-Up Fees for term extensions or any renewals of this Agreement that may hereafter be entered into by the parties.

C. Additional Service Fees or Costs.

The following fees or cost reimbursement s will apply t o the extent that t he corresponding services described below are requested by CITY:
1) Cost of Bank Account. CITY will be responsible for all out-of-pocket costs related to any Bank Account. CITY will reimburse CONTRACTOR on a monthly basis for any out-of-pocket costs for a Bank Account that are paid by CONTRACTOR. CITY may request copies of the bank statements for a Maintained Acc ount at any time and CONTRACTOR will provide available bank statements for that Maintained Account within five business days after a request is received by CONTRACTOR.
2) Bank Deposit Mailing Fees. If CITY requires CONTRACTOR to deposit money into a CITY Account other than at a branch located in the CITY where CONTRACTOR’s principal office is located, CONTRACTOR may make any deposit to that CITY Account by means of any form of U.S. Mail or overnight delivery service, and the actual cost to transmit the depo sits to the required bank location will be borne by CITY and included in invoices submitted to CITY for the Services.
3) Postal Box/Mail Forwarding Fee. If CITY requests CONTRACTOR to establish a local post office box for mail collection and forwarding, CITY will pay or reimburse CONTRACTOR for the actual costs of mail box rental, mail forwarding and postage fees. 4) Supply Fee. If CITY requests changes to supplies or notices that it has previously approved, including but not limited to fee or program changes , CITY will be responsible for the actual costs associated with changing, replacing or discontinuing the use of the previously approved supplies. If CITY terminates this Agreement for any reason other than for cause, CITY will remain responsible for the actual cost of supplies purchased on its behalf. 5) Lock Box Fees. If CITY utilizes a lockbox, the actual fees and costs associated with the lockbox, including the cost to forward mail to CONTRACTOR from a lockbox, shall be borne solely by CITY.

D. Charges to Licensees.

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CITY agrees that CONTRACTOR may charge and collect the following fees directly from Licensees, and CONTRACTOR shall be entitled to retain any such fees so collected as part of CONTRACTOR’s compensation under this Agreement, except as otherwise provided below:
1) $2.00 for each on-line transaction engaged in by a Licensee. 2) CONTRACTOR may charge a fee to a Licensee of no more than $25.00 (or, if lower, the maximum amount permitted by applicable law from time to time in effect) for each check or other payment from that Licensee that is returned uncollected for any reason. Any such returned item fee related to a Maintained Account that is actually collected shall be deposited into the Maintained Account and shall be for the benefit of CITY; otherwise the fee shall be retained by CONTRACTOR.

MODIFICATIONS OF SERVICES
If CITY requests Services in addition to those described in this Agreement, and CONTRACTOR agrees to provide those additional Services, then CONTRACTOR shall be entitled to additional compensation for those additional Services as shall be agreed upon by CONTRACTOR and CITY in a written modification to this Agreement that is signed by CITY and CONTRACTOR. CONTRACTOR shall not be required to perform any such additional Services unless and until the parties have entered into a written modification of this Agreement.

Without limiting the other types of services that may be considered to be outside of the scope of the Services described in this Agreement, the following types of Services would be considered to be outside of the scope of the
Services described in this Agreement and, therefore, the subject of additional compensation to CONTRACTOR: customized software projects; requests for new features in CONTRACTOR’s software; or requests for CONTRACTOR to implement new procedures or operations. CITY may determine after the Execution Date that certain portions of the Services are no longer necessary, in which event CITY shall notify

CONTRACTOR
of the portions of the Services that are no longer required, and CONTRACTOR shall be relieved of the responsibility for performing those portions of the Services. However, there shall be no adjustment in CONTRACTOR’s compensation hereunder for any portions of the Services that CONTRACTOR is not required to perform.

BANK ACCOUNTS
Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of CITY under this Agreement will be deposited into an account of one of the following types that is from time to time designated by CITY (a “Bank Account”):

A. An account established and maintained by CITY in its name at a bank or other financial institution (a “CITY Account”); or
B. A separate account established and maintained by CONTRACTOR at a bank or other financial institution selected by CONTRACTOR in which will be deposited funds that relate solely to this Agreement (a “Maintained Account”).

CITY will initially designate the type of Bank Account to be utilized hereunder in a notice that CITY will deliver to CONTRACTOR during the Transition Phase in accordance with Section 11. CITY may thereafter change the designation of the type of Bank Account to be utilized hereunder from time to time upon notice to CONTRACTOR, and CONTRACTOR will have a reasonable time in order to effect any such requested change.

CITY will reimburse CONTRACTOR for all out-of-pocket expenses incurred by CONTRACTOR in connection with any change in the type of Bank Account utilized hereunder. CITY acknowledges and consents that CONTRACTOR may make an initial deposit into a Maintained Account from CONTRACTOR’s funds in order to establish the accoun t, which initial deposit will be refunded or otherwise reimbursed to CONTRACTOR.

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When a Maintained Account is closed, any funds remaining in the account after the payment of all amounts due CITY hereunder will belong to and be disbursed to CONTRACTOR.

PAYMENTS

A. CITY Account Used. If and for so long as a CITY Account is utilized hereunder, the following provisions shall apply (and the provisions of Section 9B shall be inapplicable):

Within 15 business days after the end of each calendar month, CONTRACTOR will submit to CITY an invoice with supporting documentation for the compensation due CONTRACTOR under this Agreement for that calendar month. CITY will pay CONTRACTOR the invoiced amount by means of check, ACH payment or other form of payment acceptable to CONTRACTOR within 30 days after the date CONTRACTOR submits the invoice to CITY. Invoices that are not timely paid will, at CONTRACTOR’s option, bear interest from the 30th day after the date that CONTRACTOR submits the invoice to CITY until paid at a rate equal to the lesser of (i) 18% per annum or (ii) the maximum annual rate of interest permitted from time to time under applicable law (or if those rates are the same, then at the rate determined under either clause). Invoices will be submitted electronically to the e -mail address that CITY shall from time to time provide CONTRACTOR for the submission of invoices or in such other manner as CITY may from time to time request in writing to CONTRACTOR and that is acceptable to CONTRACTOR.

B. Maintained Account Used . If and for so long as a Maintained Account is utilized hereunder, the following provisions shall apply (and the provisions of Section 9A shall be inapplicable):

Within 15 business days after the end of each calendar month, CONTRACTOR shall remit to CITY the residual amount, if any, of all license fees collected by CONTRACTOR hereunder during the preceding calendar month after deducting therefrom all fees, costs, e xpenses, and reimbursements due CONTRACTOR hereunder. If at any time the funds in the Maintained Account are not sufficient to fully pay amounts due to CONTRACTOR hereunder, then CONTRACTOR may recoup any shortfall from any subsequent payments due to CITY under this paragraph until all sums due CONTRACTOR have been fully paid.

C. Direct Collections by CITY. If CITY collects any animal license fee or any other amount that is subject to this Agreement directly from a Licensee, veterinarian or other source, other than CONTRACTOR, CITY may either forward the amount collected to CONTRACTOR within fifteen business days for deposit into a Maintained Account, if a Maintained Account is in effect, or retain the amount. In either event, CITY shall report the amount so collected to CONTRACTOR in accordance with Section 8B so that the fee(s) due CONTRACTOR hereunder with respect to the amount collected by CITY may be determined and paid in accordance with this Agreement.

REPORTS

A. Reports from CONTRACTOR. Within 15 business days after the end of each calendar month during the term hereof, CONTRACTOR will submit an animal licensing summary report for the preceding calendar month to CITY in a format that is mutually agreed upon by CITY and CONTRACTOR. Any such report may be transmitted electronically or by any other means.

B. Reports from CITY. Within 10 calendar days after the end of each calendar month during the term hereof, CITY will submit a report to CONTRACTOR of all license fees that CITY has received during the preceding calendar month from Licensees, veterinarians or any other source other than CONTRACTOR. Any such report may be transmitted electronically or by any other means.

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TRANSITION PHASE

The period beginning on the Execution Date and expi ring at the close of business on the 60th day thereafter is referred to as the “Transition Phase.” CONTRACTOR shall begin processing licenses within a reasonable time following the Transition Phase subject to CITY’s timely fulfillment of its obligations un der this Section 11.

CONTRACTOR, in its discretion, may begin processing licenses prior to the expiration of the Transition Phase.

CITY acknowledges that any delay in the performance of its obligations under this Section 11 may result in a delay in the commencement of the Services. The date on which CONTRACTOR commences the processing of licenses hereunder is referred to in this Agreement as the “Commencement Date.” CONTRACTOR shall notify CITY of the Commencement Date within a reasonable period before or after the Commencement Date.

During the Transition Phase:

A. License Data.

CITY shall provide historical license data files consisting of licenses older than 90 days within fifteen days after the Execution Date. The said historical data shall be made available to CONTRACTOR in an electronic format that is readily importable by CONTRACTOR.

B. Deliverables.

Within ten days after request from CONTRACTOR, CITY shall provide to CONTRACTOR agreed upon supplies, data, feedback, process information, the initial designation regarding the type of Bank Account under Section 5, and required approvals for items such as form designs (collectively, “Deliverables”). Deliverables may be requested throughout the Transition Phase.

C. Tags.

CITY shall purchase, at CITY’s expense, and cause to be delivered to CONTRACTOR license tags that meet CONTRACTOR’s specifications, which have been provided to CITY.

COVENANTS REGARDING DATA

CONTRACTOR agrees that it will not, without CITY’s consent, use personal data collected on behalf of CITY other than for the performance of the Services or other uses permitted by this Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell, or intentionally transfer or release, to any third party personal data that CONTRACTOR has collected in performing the Services, except as may otherwise be required by this Agreement or applicable law, and that it will take commercially reasonable measures to prevent the unauthorized release of any such third party personal data.

Upon the termination of this Agreement, CONTRACTOR agrees to return or transfer to CITY, in a mutually acceptable format, all animal licensing data maintained by CONTRACTOR under this Agreement within 15 business days after CONTRACTOR has received all sums due CONTRACTOR under this Agreement.

CONTRACTOR’S SYSTEM

CITY acknowledges that CONTRACTOR has developed and coordinated proprietary means and methods of performing the Services and related know -how, skills, and property (collectively, the “System”). The System includes, among other items, an interactive website, databases, software, and related items. The System is special and unique to CONTRACTOR and has been developed by CONTRACTOR at great cost and expense to CONTRACTOR. CITY acknowledges that CITY is not acquiring any rights in or to the System, and that the System is and will remain the sole and exclusive property of CONTRACTOR. CITY further acknowledges and

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agrees that any information that CITY obtains related to the use, formulation or operation of the System that is not generally known is CONFIDENTIAL, may only be used by CITY for the limited purposes described in this Agreement, and may not be disclosed to any third parties except as may be required under applicable law or with CONTRACTOR’s prior, express written consent in CONTRACTOR’s sole discretion. Upon the termination of this Agreement, any information and materials, in whatever media or format, related to the System that CITY has in its possession will be returned to CONTRACTOR or destroyed at CONTRACTOR’s option. CITY agrees that it will not attempt to discover, duplicate, or replicate the System in any manner.

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Agreement_PetData - Animal Licensing Service
s_FINAL_3.24.23_updated
Final Audit Report 2023-03-24
Created: 2023-03-24
By: Kristin Andrade ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAzstqsmZcs6CBLZYSD7zPKL5Jg0h-DExe "Agreement_PetData - Animal Licensing Services_FINAL_3.24.2 3_updated" History
Document created by Kristin Andrade ([email protected]) 2023-03-24 - 3:49:01 PM GMT- IP address: 98.153.69.210
Document emailed to Kathryn Downs ([email protected]) for signature 2023-03-24 - 3:49:29 PM GMT
Email viewed by Kathryn Downs ([email protected])
2023-03-24 - 3:53:14 PM GMT- IP address: 184.181.115.13 Document e-signed by Kathryn Downs ([email protected]) Signature Date: 2023-03-24 - 3:53:27 PM GMT - Time Source: server- IP address: 184.181.115.13 Agreement completed.
2023-03-24 - 3:53:27 PM GMT
Names and email addresses are entered into the Acrobat Sign service by Acrobat Sign users and are unverified unless otherwise noted.

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Public Works Agency
www.santa-ana.org/public-works
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 4, 2023
TOPIC: Installment Sale Agreement for the Septic to Sewer Island Project

AGENDA TITLE
Adopt a Resolution Approving the Construction Installment Sale Agreement with the California State Water Resources Control Board for Financing of the Septic to Sewer Island Project (Non-General Fund)

RECOMMENDED ACTION
Adopt a resolution approving the Construction Installment Sale Agreement (D2201000) with the California State Water Resources Control Board for financing of the Septic to Sewer Island Project, in an amount up to $1,529,220.

DISCUSSION
On June 5, 2018, the City Council directed staff to initiate the process to annex the 17th Street and Tustin Avenue County of Orange Unincorporated Island (Island).

The Public Works Agency’s Water Resources Division currently provides sanitary sewer service to some of the parcels within the Island, but many of the parcels are on septic systems. In an effort to find cost-effective solutions to expand the sewer system to serve the parcels with septic systems in the Island, the Water Resources Division has sought funding mechanisms such as the California State Water Resources Control Board’s (Water Board) Clean Water State Revolving Fund (SRF) (Exhibit 1). The SRF provides low-cost, flexible financing to water utilities to implement projects that protect California’s water resources. Approval of the agreement (Exhibit 2) will allow the City to complete the Project in a timely and cost-effective manner.

Total project costs are estimated at $1,529,220. Staff has requested a principal loan amount for the full project cost, which according the Payment Schedule (Exhibit E in Exhibit 2), will be paid back over at a 2.6 percent annual interest rate over 30 years and at a cost of $671,079.54.

FISCAL IMPACT
Principal and interest payments are due annually beginning July 20, 2025. Funds for debt servicing in fiscal years FY25-26 through FY54-55 will be included in the proposed budgets for City Council consideration. Debt servicing will be recorded in the Sanitary

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Adopt Resolution for Septic to Sewer Installment Sale Agreement April 4, 2023

3 3
4 6
Sewer Capital Recovery Charges, Principal-Debt Services expenditure account (No. 05417647-67100) and Interest-Debt Services expenditure account (No. 05417647- 67110). Loan reimbursement disbursements will be recorded in the Sanitary Sewer Fund, Notes/Loan Payable account (No. 05401001-27000).

EXHIBIT(S)

1. Resolution Approving the Construction Installment Sale Agreement with the California State Water Resources Control Board for Financing of the Septic to Sewer Island Project

2. Construction Installment Sale Agreement
Submitted By: Nabil Saba, P.E. - Executive Director, Public Works Agency Approved By: Kristine Ridge, City Manager

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Resolution No. 2023-XXX

RESOLUTION NO. 2023-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING A CONSTRUCTION

INSTALLMENT SALE AGREEMENT WITH THE

CALIFORNIA STATE WATER RESOURCES CONTROL

BOARD IN CONNECTION WITH THE FINANCING OF THE

SEPTIC TO SEWER ISLAND PROJECT AND

AUTHORIZING CERTAIN OTHER RELATED ACTIONS

WHEREAS, the City of Santa Ana wishes to finance the costs of certain design and construction improvements to its water delivery infrastructure, specifically the Septic to Sewer Island Project (“Project”); and
WHEREAS, the City intends to finance the Project or portions of the Project with funds (“Project Funds”) provided by the State of California, acting by and through the State Water Resources Control Board (“State Water Board”); and WHEREAS, the City previously adopted Resolution No. 2019- 029 authorizing an application for financial assistance to the State Water Board for the Project and Resolution No. 2019-031 declaring its intention to use a portion of the Project Funds to reimburse certain capital expenditures made prior to the receipt of Project Funds from available moneys of the City in connection with the Project; and WHEREAS, the City and State Water Board now desire to approve a Construction Installment Sale Agreement (“2022 Installment Sale Agreement”) for the purpose of providing the terms relating to the distribution and repayment by the City of the Project Funds and relating to the City’s payment of certain installment payments; and WHEREAS, under the 2022 Installment Sale Agreement, the installment payments payable by the City will be secured by a pledge of and payable from Net Revenues (as defined in the 2022 Installment Sale Agreement) of the City’s Sewer Enterprise, as described in Exhibit B to the 2022 Installment Sale Agreement.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows:

Section 1. The recitals set forth above are true and correct and adopted as findings in support of this Resolution.

Section 2. The City approves the Project Funds in an amount not to exceed $1,529,220 with an interest rate not to exceed 2.60%.

Section 3. The 2022 Installment Sale Agreement, a copy of which is attached as Exhibit A, is hereby approved in substantially the form thereof with changes as may be approved by the City Manager or his or her designee (each an “Authorized Representative”). Execution by an Authorized Representative of the 2022 Installment

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Resolution No. 2023-XXX

Sale Agreement shall constitute conclusive evidence of such Authorized Representative’s approval of such changes. Each of the Authorized Representatives is hereby authorized, together or alone, to execute and deliver the 2022 Installment Sale Agreement.

Section 4.

The covenants set forth in the 2022 Installment Sale Agreement to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the legislative body of the City, and shall be complied with by the City.

Section 5. E
ach Authorized Representative and the other officers and staff of the City responsible for the fiscal affairs of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents and certificates as are necessary to complete the transactions contemplated by the 2022 Installment Sale Agreement.

Section 6.

This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution

A
DOPTED this ____ day of ______________, 2023.

___________________________
Valerie Amezcua
Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By: ________________________
John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers

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Resolution No. 2023-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2023-___ to be the original Resolution adopted by the City Council of the City of Santa Ana on _____________, 2023.

Date: ___________________ ____________________________ City Clerk
City of Santa Ana

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Documents Transmitted back to Adobe by the Recipient:

Steps:

1. Once the Adobe notification has been received, the Recipient will open Adobe. The Recipient must checkmark the box to agree to the Consumer Disclosure. Click on [Accept]

2. The Recipient will need to download the (PDF) documents by selecting the corresponding radio button. Ensure to save the documents to the desired location.

3. Once you have saved the documents to the desired location, the Recipient will proceed with generating the required closing documents. For the documents to be edited, you must save your file in Word format. Click on [File-Export To-Microsoft Word – Word Document]

4. Once the Recipient has completed the closing documents, the file must be saved as “Adobe PDF” for their respective digital signatures to be entered.

5. The Recipient will select [Certificates] from the tools field and using your mouse, click and drag to draw the area where you would like the signature to appear. A dialogue message box will display your Digital ID press [Continue] and click on [Sign]. [Save]

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6. The Recipient will attach the signed documents to Adobe by clicking the [Click to Attachment] and downloading the signed document(s).

7. Once the closing document(s) have been attached, the Recipient will click on the [Click to Sign] button.

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State Water Resources Control Board
February 8, 2023

City of Santa Ana
Attn: Nabil B. Saba. - Executive Director
P.O. Box 1988
Santa Ana, CA 92702

Agreement Number: D2201000
Project Number: C-06-8478-110
Please review, and if appropriate, electronically sign the signature page of the Agreement via Adobe Sign. Once electronically signed, the Agreement will be routed automatically to the next signer. You will automatically receive a copy of the fully executed Agreement via Adobe Sign once the final signer has signed. This Agreement cannot be considered binding by either party until executed by the State Water Resources Control Board (State Water Board).

For the Funding Agreement to be executed by the State Water Board, the following items must also be returned electronically with the signed signature pages: The Opinion will need to be dated and signed on or after the date the agreement is signed. Counsel can file and attach the letters and submit them back to Adobe.

1. Opinion of General Counsel.

If you have questions about the General Counsel Opinion Letter, Bond Counsel Letter, and Closing Resolution should be directed by your legal counsel to Lindsey Harms, at (916) 327-8709 or email at [email protected].

Be aware that all projects receiving funding must comply with all applicable implementing guidelines and regulations adopted by the California Department of Industrial Relations (DIR), regarding state prevailing wage requirements. You must contact DIR for guidance on how to comply. Information can be found at:
http://www.dir.ca.gov/lcp.asp.

Davis Bacon Compliance:
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/davisbacon.shtml Disadvantaged Business Enterprise (DBE)
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/docs/policy0513/dbe_complianc e_guidelines_instructions.pdf
We strive to provide superior service to our recipients and would appreciate your feedback on the application process. Please assist us in completing a 5-minute Customer Satisfaction Survey at https://www.surveymonkey.com/s/CWSRFSatisfaction so we can continue to improve our service and process. Your comments are valuable to the success of the CWSRF Program. Thank you for your time and we look forward to continuing to work with you.

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- 2 -
Your Agreement may be funded with Federal Capitalization Grants CW Catalog of Federal Domestic Assistance No. 66.45. If your financing agreement is funded with a Federal Capitalization Grant, you must comply with the rules and regulations in Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. These requirements include the submission of a single or program audit if you expend $750,000 or more of Federal funds during your fiscal year. The receipt of Federal funds may be directly from the Federal government or via a pass-through entity such as the State Water Resources Control Board. In addition to other reporting requirements, your Single Audit Report must be submitted to the State Controller’s Office and to the State Water Resources Control Board, Division of Financial Assistance within nine months after the end of your fiscal year.

Ms. Amor Moskaira may be contacted at 916-449-5627 or [email protected].

Enclosures
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CLEAN WATER

CITY OF SANTA ANA
AND

CALIFORNIA STATE WATER RESOURCES CONTROL BOARD

CONSTRUCTION

INSTALLMENT SALE AGREEMENT

PROJECT NO. C-06-8478-110

SEPTIC TO SEWER ISLAND PROJECT

AGREEMENT NO. D2201000

PROJECT FUNDING AMOUNT: $1,529,220.00
ESTIMATED REASONABLE PROJECT COST: $1,529,220.00

ELIGIBLE WORK START DATE: JANUARY 1, 2020
ELIGIBLE CONSTRUCTION START DATE: NOVEMBER 14, 2022
COMPLETION OF CONSTRUCTION DATE: JULY 20, 2024
FINAL REIMBURSEMENT REQUEST DATE: JANUARY 20, 2025
FINAL PAYMENT DATE: JULY 20, 2054
RECORDS RETENTION END DATE: JULY 20, 2060

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110
Page i of iv

i

TABLE OF CONTENTS
AGREEMENT ............................................................................................................................................... 1

1. AUTHORITY. ......................................................................................................................................... 1

2. INTENTION. ........................................................................................................................................... 1

3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE. ...................................... 1

4. PARTY CONTACTS .............................................................................................................................. 2

5. DEFINITIONS. ....................................................................................................................................... 2 EXHIBIT A – SCOPE OF WORK .................................................................................................................. 9 A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. .......................................... 9 A.2. STANDARD PROJECT REQUIREMENTS........................................................................................ 9 A.2.1 Acknowledgements. ................................................................................................................................... 9 A.2.2 Reports ..................................................................................................................................................... 10 A.2.2.1 Progress Reports. ..................................................................................................................................... 10 A.2.2.2 Project Completion Report....................................................................................................................... 10 A.2.2.3 As Needed Reports. ................................................................................................................................. 10 A.2.2.4 [Reserved.] ............................................................................................................................................... 11 A.2.2.5 DBE Reports for SRF Projects. ................................................................................................................ 11 A.2.3 Signage. ................................................................................................................................................... 11 A.2.4 Commencement of Operations. ............................................................................................................... 11 A.3 DATES & DELIVERABLES. ............................................................................................................. 11 A.4 SCHEDULE. ..................................................................................................................................... 12 EXHIBIT B – FUNDING TERMS ................................................................................................................. 13 B.1. FUNDING AMOUNTS AND REIMBURSEMENTS ...................................................................... 13 B.1.1 Funding Contingency and Other Sources. ............................................................................................... 13 B.1.2 Estimated Reasonable Cost. ..................................................................................................................... 13 B.1.3 Project Funding Amount. ......................................................................................................................... 13 B.1.4 [Reserved.] ............................................................................................................................................... 13 B. 1.5 Budget Costs. ........................................................................................................................................... 13 B.1.6 Contingent Disbursement. ....................................................................................................................... 14 B.1.7 Reimbursement Procedure. ...................................................................................................................... 14 B.1.8 Withholding of Disbursements. ............................................................................................................... 15 B.1.9 Fraud and Misuse of Public Funds; Enforcement. ................................................................................... 16 B.2 RECIPIENT’S PAYMENT OBLIGATION, PLEDGE, AND RESERVE ............................................. 16 B.2.1 Project Costs. ........................................................................................................................................... 16 B.2.2 Estimated Principal Payment Due. .......................................................................................................... 16 B.2.3 Interest Rate and In-Lieu of Interest Charges. ......................................................................................... 17 B.2.4 [Reserved.] ............................................................................................................................................... 17 B.2.5 Obligation Absolute. ................................................................................................................................ 17

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110
Page ii of iv

ii
B.2.6 Payment Timing.......................................................................................................................................17 B.2.7 Pledged Revenues. ................................................................................................................................... 18 B.2.7.1 Establishment of Enterprise Fund and Reserve Fund. .............................................................................18 B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.................................................................18 B.2.7.3 Application and Purpose of the Enterprise Fund. .................................................................................... 18 B.2.8 No Prepayment. .......................................................................................................................................18 B.2.9 Reserve Fund. ..........................................................................................................................................19 B.3 RATES, FEES AND CHARGES. ..................................................................................................... 19 B.4 ADDITIONAL DEBT. ........................................................................................................................ 19 B.5 NO LIENS......................................................................................................................................... 20 EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS .................................................. 20 C.1 REPRESENTATIONS & WARRANTIES. ........................................................................................ 20 C.1.1 Application and General Recipient Commitments. ................................................................................. 20 C.1.2 Authorization and Validity. ..................................................................................................................... 20 C.1.3 No Violations. .......................................................................................................................................... 20 C.1.4 No Litigation. ........................................................................................................................................... 20 C.1.5 Property Rights. ....................................................................................................................................... 21 C.1.6 Solvency and Insurance. .......................................................................................................................... 21 C.1.7 Legal Status and Eligibility. ..................................................................................................................... 21 C.1.8 Financial Statements and Continuing Disclosure. ................................................................................... 21 C.1.9 System Obligations .................................................................................................................................. 21 C.1.10 No Other Material Debt. .......................................................................................................................... 21 C.1.11 Compliance with State Water Board Funding Agreements. .................................................................... 21 C.2 DEFAULTS AND REMEDIES .......................................................................................................... 21 C.2.1 Return of Funds; Acceleration; and Additional Payments. ...................................................................... 22 C.2.2 [Reserved.] ............................................................................................................................................... 22 C.2.3 Administrative remedies. ......................................................................................................................... 22 C.2.4 Judicial remedies. .................................................................................................................................... 22 C.2.5 Termination. ............................................................................................................................................ 22 C.2.6 Damages for Breach of Tax-Exempt Status.............................................................................................22 C.2.7 Damages for Breach of Federal Conditions. ............................................................................................ 23 C.2.8 Remedies and Limitations. ...................................................................................................................... 23 C.2.9 Non-Waiver. ............................................................................................................................................ 23 C.2.10 Status Quo. ............................................................................................................................................... 23 C.3 STANDARD CONDITIONS .................................................................................................................. 23 C.3.1 Access, Inspection, and Public Records. ................................................................................................. 23 C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention.................... 24 C.3.3 Amendment. ............................................................................................................................................ 25 C.3.4 Assignability. ........................................................................................................................................... 25 C.3.5 Audit. ....................................................................................................................................................... 25 C.3.6 Bonding. .................................................................................................................................................. 25 C.3.7 Competitive Bidding ................................................................................................................................ 25 C.3.8 Compliance with Applicable Laws, Rules, and Requirements. ............................................................... 25 C.3.9 Computer Software. ................................................................................................................................. 25 C.3.10 Conflict of Interest. .................................................................................................................................. 26 C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project. ................. 26 C.3.12 Data Management. ................................................................................................................................... 26 C.3.13 Disputes. .................................................................................................................................................. 26

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110
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iii
C.3.14 [Reserved.]...............................................................................................................................................26 C.3.15 Environmental Clearance. ........................................................................................................................ 26 C.3.16 Governing Law. .......................................................................................................................................27 C.3.17 Income Restrictions. ................................................................................................................................27 C.3.18 Indemnification and State Reviews. ........................................................................................................ 27 C.3.19 Independent Actor. ..................................................................................................................................28 C.3.20 Integration................................................................................................................................................28 C.3.21 Leveraging Covenants. ............................................................................................................................ 28 C.3.22 No Discrimination. .................................................................................................................................. 28 C.3.23 No Third Party Rights..............................................................................................................................29 C.3.24 No Obligation of the State. ...................................................................................................................... 29 C.3.25 Notice....................................................................................................................................................... 29 C.3.26 Operation and Maintenance; Insurance....................................................................................................31 C.3.27 Permits, Subcontracting, and Remedies. .................................................................................................. 32 C.3.28 Professionals. ........................................................................................................................................... 32 C.3.29 Prevailing Wages. ....................................................................................................................................33 C.3.30 Public Funding. ........................................................................................................................................ 33 C.3.31 Recipient’s Responsibility for Work. ...................................................................................................... 33 C.3.32 Related Litigation. ................................................................................................................................... 33 C.3.33 Rights in Data. ......................................................................................................................................... 33 C.3.34 State Water Board Action; Costs and Attorney Fees. .............................................................................. 33 C.3.35 Timeliness. ............................................................................................................................................... 34 C.3.36 Unenforceable Provision.......................................................................................................................... 34 C.3.37 Venue. ...................................................................................................................................................... 34 C.3.38 Waiver and Rights of the State Water Board. .......................................................................................... 34 C.4 MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS .......................................................... 34 C.4.1 [Reserved.] ............................................................................................................................................... 34 C.4.2 State Cross-Cutters. ................................................................................................................................. 34 C.4.3 Federal Requirements and Cross-Cutters for SRF Funding. .................................................................... 35 EXHIBIT D – SPECIAL CONDITIONS ........................................................................................................ 41 EXHIBIT E – PAYMENT SCHEDULE ......................................................................................................... 43 EXHIBIT F – TAX CERTIFICATE ............................................................................................................... 44 F.1 Purpose. ........................................................................................................................................... 44 F.2 Tax Covenant. .................................................................................................................................. 44 F.3 Governmental Unit. .......................................................................................................................... 44 F.4 Financing of a Capital Project. ......................................................................................................... 44 F.5 Ownership and Operation of Project. ............................................................................................... 44 F.6 Temporary Period. ............................................................................................................................ 44 F.7 Working Capital. ............................................................................................................................... 45 F.8 Expenditure of Proceeds. ................................................................................................................. 45 F.9 Private Use and Private Payments. ................................................................................................. 45

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110
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iv
F.10 No Sale, Lease or Private Operation of the Project. .................................................................... 45 F.11 No Disproportionate or Unrelated Use. ........................................................................................ 46 F.12 Management and Service Contracts. ........................................................................................... 46 F.13 No Disposition of Financed Property. ........................................................................................... 46 F.14 Useful Life of Project..................................................................................................................... 46 F.15 Payments. ..................................................................................................................................... 46 F.16 No Other Replacement Proceeds................................................................................................. 46 F.17 No Sinking or Pledged Fund. ........................................................................................................ 47 F.18 Reserve Amount. .......................................................................................................................... 47 F.19 Reimbursement Resolution. ......................................................................................................... 47 F.20 Reimbursement Expenditures. ..................................................................................................... 47 F.21 Change in Use of the Project. ....................................................................................................... 47 F.22 Rebate Obligations. ...................................................................................................................... 47 F.23 No Federal Guarantee. ................................................................................................................. 48 F.24 Amendments. ................................................................................................................................ 48 F.25 Reasonable Expectations. ............................................................................................................ 48 F.26 Assignment. .................................................................................................................................. 48

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022

AGREEMENT

1. AUTHORITY.
(a) The State Water Resources Control Board (State Water Board) is authorized, and implements its authority, to provide financial assistance under this Agreement pursuant to Section 13475 et seq. of the Water Code, and Resolution Nos. 2019-0064 and 2022-0040. (b) The Recipient is authorized to enter into this Installment Sale Agreement (Agreement) pursuant to Resolution No. 2019-029.

2. INTENTION.
(a) The Recipient desires to receive financial assistance for and undertake work required for the wastewater construction Project according to the terms and conditions set forth in this Agreement. (b) The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project in the amount set forth in Exhibit B, according to the terms and conditions set forth in this Agreement, with the expectation that the Recipient shall repay all of the financial assistance to the State Water Board.
(c) The Recipient intends to evidence its obligation to submit Payments to the State Water Board and secure its obligation with Net Revenues of its wastewater enterprise, as set forth in Exhibit B, according to the terms and conditions set forth in this Agreement.
(d) The Recipient intends to certify and evidence its compliance with the Tax Covenants set forth in Exhibit F.

3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE.

In consideration of the mutual representations, covenants and agreements herein set forth, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree to the terms, provisions, and conditions of this Agreement.

(a) The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by both parties without further action on the part of the Recipient or the State Water Board.

(b) Subject to the satisfaction of any condition precedent to this Agreement, this Agreement shall become effective upon the signature of both the Recipient and the State Water Board. Conditions precedent are not limited to the following:

i. The Recipient must deliver to the Division a resolution authorizing this Agreement. ii. The Recipient must deliver an opinion of general counsel satisfactory to the State Water Board’s counsel dated on or after the date that the Recipient signs this Agreement.

(c) Upon execution, the term of the Agreement shall begin on the Eligible Work Start Date and extend through the Final Payment Date.

(d) This Agreement includes the following exhibits and attachments thereto:

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
i. EXHIBIT A – SCOPE OF WORK
ii. EXHIBIT B – FUNDING TERMS
iii. EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS iv. EXHIBIT D – SPECIAL CONDITIONS
v. EXHIBIT E – PAYMENT SCHEDULE
vi. EXHIBIT F – TAX CERTIFICATE

(e) This Agreement includes the following documents incorporated by reference, as well as any documents incorporated by reference in Exhibit D:

i. the Final Plans & Specifications, which are the basis for the construction contract to be awarded by the Recipient;
ii. the Waste Discharge Requirement Order No. R8-2021-0010 and National Pollutant Discharge Elimination System Permit No. CA0110604, and any amendments thereto; iii. the Recipient’s Reimbursement Resolution No. 2019-031 dated May 16, 2019; iv. the Recipient’s Tax Questionnaire dated September 12, 2018. v. the Davis-Bacon requirements found at:
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/docs/davisbac on/davis-bacon_2021_cwsrf-governmental_entities_public.pdf (f) This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility.

4. PARTY CONTACTS
State Water Board City of Santa Ana
Section: Division of Financial Assistance
Name: Crysten Cole, Project Manager Name: Nabil Saba, Executive Director Address: 1001 I Street, 16th Floor Address: P.O. Box 1988 City, State, Zip: Sacramento, CA 95814 City, State, Zip: Santa Ana, CA 92702 Phone: (916) 341-5693 Phone: (714) 647-5654
Email: [email protected] Email: [email protected] The Recipient may change its contact upon written notice to the Division, which notice shall be accompanied by authorization from the Recipient’s Authorized Representative. The State Water Board will notify the Recipient of any changes to its contact.

While the foregoing are contacts for day-to-day communications regarding Project work, the Recipient shall provide official communications and events of Notice as set forth in Exhibit C to the Division’s Deputy Director.

5. DEFINITIONS.

Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:

“Additional Payments" means the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff,

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. "Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. “Agreement” means this agreement, including all exhibits and attachments hereto. “Authority” shall refer to Santa Ana Financing Authority. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient’s authorizing resolution that designates the authorized representative by title.
"Bank" means the California Infrastructure and Economic Development Bank. “Bond Funded Portion of the Project Funds” means any portion of the Project Funds which was or will be funded with Bond Proceeds.
“Bond Proceeds” means original proceeds, investment proceeds, and replacement proceeds of Bonds. "Bonds" means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Payments paid hereunder.
“Charge In Lieu of Interest” means any fee or charge in lieu of some or all of, but not to exceed, the interest that would otherwise be owed under this Agreement, as set forth in Exhibit E. "Code" as used in Exhibit F of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder.
"Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement.
“Cover Page” means the front page of this Agreement.
“Days” means calendar days unless otherwise expressly indicated. “Debt Service” means, as of any date, with respect to outstanding System Obligations and, in the case of the additional debt tests in Exhibit B of this Agreement, any System Obligations that are proposed to be outstanding, the aggregate amount of principal and interest scheduled to become due (either at maturity or by mandatory redemption), together with any Charge In Lieu of Interest on this Obligation or other System Obligations to the State Water Board, calculated with the following assumptions:
a. Principal payments (unless a different subdivision of this definition applies for purposes of determining principal maturities or amortization) are made in accordance with any amortization schedule published for such principal, including any minimum sinking fund payments; b. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a tax-exempt obligation under federal law, is the average of the SIFMA

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
Municipal Swap Index, or its successor index, during the 24 months preceding the date of such calculation;
c. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a taxable obligation under federal law, is the average of SOFR, or its successor index, during the 24 months preceding the date of such calculation; d. Interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swapped to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; e. Interest on a fixed rate System Obligation that is subject to a swap agreement such that all or a portion of the interest has been swapped to a variable rate shall be treated as variable rate debt under subdivisions (b) or (c) of this definition of Debt Service; f. Payments of principal and interest on a System Obligation are excluded from the calculation of Debt Service to the extent such payments are to be paid from amounts then currently on deposit with a trustee or other fiduciary and restricted for the defeasance of such System Obligations; g. If 25% or more of the principal of a System Obligation is not due until its final stated maturity, then principal and interest on that System Obligation may be projected to amortize over the lesser of 30 years or the Useful Life of the financed asset, and interest may be calculated according to subdivisions (b)-(e) of this definition of Debt Service, as appropriate.
“Deputy Director” means the Deputy Director of the Division. "Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement. “Eligible Construction Start Date” means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder.
“Eligible Work Start Date” means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non-construction costs may be incurred and eligible for reimbursement hereunder.
“Enterprise Fund” means the enterprise fund of the Recipient in which Revenues are deposited. “Event of Default” means the occurrence of any of the following events:
a) Failure by the Recipient to make any payment required to be paid pursuant to this Agreement, including Payments;
b) A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; c) A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement.
d) Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Exhibit B or Exhibit D of this Agreement;
e) Failure to operate the System or the Project without the Division’s approval;

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Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
f) Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; g) The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption;
h) Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient’s property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient’s entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient’s existence, or any action in furtherance of any of the foregoing; i) A determination pursuant to Gov. Code section 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; or j) Loss of the Recipient’s rights, licenses, permits, or privileges necessary for the operation of the System or the Project, or the occurrence of any material restraint on the Recipient’s enterprise by a government agency or court order.
“Final Payment Date” is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified on the Cover Page of this Agreement. “Final Reimbursement Request Date” means the date set forth as such on the Cover Page of this Agreement, after which date, no further Project Funds disbursements may be requested. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
"Force Account" means the use of the Recipient's own employees, equipment, or resources for the Project.
“GAAP” means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor, or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. “Listed Event” means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported with respect to such System Obligation pursuant to Rule 15c2-12(b)(5).
“Material Obligation” means an obligation of the Recipient that is material to this transaction, including System Obligations.
“Maximum Annual Debt Service” means the maximum amount of Debt Service due on System Obligations in a Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and within the next five years in which Debt Service for any System Obligations will become due. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year.

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Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
"Obligation" means the obligation of the Recipient to make Payments (including Additional Payments) as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being used to fund the Project as specified in the Project Description in Exhibit A and Exhibit B and in the documents thereby incorporated by reference.
"Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. “Parity Obligation” means a debt obligation of the Recipient on parity with this Obligation. There are no Parity Obligations.
“Payment” means any payment due to the State Water Board from the Recipient pursuant to this Agreement.
"Policy" means the State Water Board's “Policy for Implementing the Clean Water State Revolving Fund,” as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement.
“Project” means the Project financed by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein.
"Project Completion" means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. "Project Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP, and may include capitalized interest.
“Project Funds” means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement.
“Recipient” means City of Santa Ana. In any provision of this Agreement referencing duties undertaken by the Authority on behalf of the Recipient, the term “Recipient” shall also refer to the Authority. “Records Retention End Date” means the last date that the Recipient is obligated to maintain records and is set forth on the Cover Page of this Agreement.
“Regional Water Quality Control Board” or “Regional Water Board” means the appropriate Regional Water Quality Control Board.
“Reimbursement Resolution” means the Recipient’s reimbursement resolution identified and incorporated by reference in this Agreement.
“Reserve Fund” means the reserve fund required pursuant to Exhibit B of this Agreement.

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
"Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient’s behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.
“Rule 15c2-12(b)(5)” means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. “Senior Obligation” means a debt obligation of the Recipient that is senior to this Obligation. There are no Senior Obligations.
“SRF” means the Clean Water State Revolving Fund.
“State” means State of California.
“State Water Board” means the State Water Resources Control Board. “Subordinate Obligation” means a debt obligation of the Recipient that is subordinate to this Obligation.

There are no Subordinate Obligations.
"System" means all wastewater collection, pumping, transport, treatment, storage, and disposal facilities, including land and easements thereof, owned by the Recipient, including the Project, and all other properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. “System Obligation” means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation, any Parity Obligation, any Subordinate Obligation, and such additional obligations as may hereafter be issued in accordance with the provisions of such obligations and this Agreement.
“Useful Life” means the economically useful life of the Project beginning at Completion of Construction and is set forth in Exhibit A.
“Year” means calendar year unless otherwise expressly indicated.

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

CWSRF/DWSRF 29vi2022
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CITY OF SANTA ANA:

By:____________________________________
Name: Nabil Saba
Title: Executive Director

Date:__________________________________

STATE WATER RESOURCES CONTROL BOARD:

By:____________________________________
Name: Joe Karkoski
Title: Deputy Director
Division of Financial Assistance

Date:__________________________________
Nabil Saba (Feb 8, 2023 15:15 PST)
Nabil Saba
Feb 8, 2023
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City Council
23 –
84 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit A
EXHIBIT A – SCOPE OF WORK

A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. (a) The Project is the project set forth on the Cover Page of this Agreement. (b) The Useful Life of this Project is at least thirty (30) years. (c) Purpose.

The Project is for the benefit of the Recipient and has a Useful Life of at least 30-years. The objectives of the project are to eliminate the leaking septic tanks and leach fields, which will help with preservation of the Santa Ana Groundwater Basin and prevent and reduce contamination of municipal and domestic supply wells. The project will also capture additional sewer flows to the Orange County Groundwater Replenishment System (GWRS) thereby augmenting recycled deliveries. Finally, it will also provide greater reliability and lower long-term costs to the residents for their sewage needs.
(d) Scope of Work.

The Recipient agrees to do the following: In this project, the City of Santa Ana will annex a 24.71-acre unincorporated area and provide sewer service to its 275 residents. The project involves:

• Sewer main improvements on Ponderosa Street including 630 linear feet (LF) of 8-inch diameter sewer main, five sewer laterals, and two 48-inch diameter sewer manholes.

• Sewer main improvements on Pasadena Avenue, Medford Ave, and Deodar Street including 635 LF of 8-inch diameter sewer main, thirty sewer laterals, and two 48-inch diameter sewer manholes

• Septic tank conversion including abandoning 32 existing septic tanks and construction of 32 private side connections to public sewer mains.

A.2. STANDARD PROJECT REQUIREMENTS.

A.2.1 Acknowledgements.

The Recipient shall include the following acknowledgement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement:

“Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use.”

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85 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit A
A.2.2 Reports
A.2.2.1 Progress Reports.
(a) The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement.
(b) The Recipient must provide a progress report with each reimbursement request. Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibit B.
(c) A progress report must contain the following information:
i. A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed;
ii. A description of compliance with environmental requirements; iii. A listing of change orders including amount, description of work, and change in contract amount and schedule; and
iv. Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions.

A.2.2.2 Project Completion Report.
(a) The Recipient must submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Board on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following:
i. Description of the Project,
ii. Description of the water quality problem the Project sought to address, iii. Discussion of the Project’s likelihood of successfully addressing that water quality problem in the future, and
iv. Summary of compliance with applicable environmental conditions. (b) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings.

A.2.2.3 As Needed Reports.

The Recipient must provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government.

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit A
A.2.2.4 [Reserved.]
A.2.2.5 DBE Reports for SRF Projects.

The Recipient must report Disadvantaged Business Enterprise (DBE) utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient must comply with 40 CFR § 33.301 and require its contractors and subcontractors on the Project to comply.

A.2.3 Signage.
a. The Recipient shall place a sign at least four feet tall by eight feet wide made of ¾ inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. The Recipient is encouraged to use recycled or recovered materials when procuring signs and must comply with 2 CFR 200.323 if applicable. The sign must include the following disclosure statement and color logos (available from the Division) and be consistent with the requirements at https://www.whitehouse.gov/wp- content/uploads/2022/08/Building-a-Better-America-Brand-Guide.pdf, including the requirement for a larger sign if located in a highway right-of-way.”
b. “Funding for this Septic to Sewer Island Project has been provided in full or in part by the Clean Water State Revolving Fund and President Biden’s Bipartisan Infrastructure Law through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds.”
c. The Project sign may include another agency's required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner.
d. The Recipient is encouraged to translate the sign (excluding logos) into the appropriate non- English language(s).

A.2.4 Commencement of Operations.

Upon Completion of Construction of the Project, the Recipient must expeditiously initiate Project operations.

A.3 DATES & DELIVERABLES.
(a) Time is of the essence.
(b) The Recipient must expeditiously proceed with and complete construction of the Project. (c) The following dates are established as on the Cover Page of this Agreement:

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit A
i. Eligible Work Start Date
ii. Eligible Construction Start Date
iii. Completion of Construction Date
iv. Final Reimbursement Request Date
v. Records Retention End Date
vi. Final Payment Date

(d) The Recipient must award the prime construction contract timely.

(e) The Recipient agrees to start construction no later than March 31, 2023.

(f) The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date.

(g) The undisbursed balance of this Agreement will be deobligated if the Recipient does not provide its final reimbursement request to the Division on or before the Final Reimbursement Request Date.

A.4 SCHEDULE.

Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the “Estimated Due Date” column of this table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final reimbursement request prior to the Final Reimbursement Request Date set forth on the Cover Page.

ITEM DESCRIPTION OF SUBMITTAL CRITICAL DUE DATE ESTIMATED DUE DATE EXHIBIT A – SCOPE OF WORK
A. ADDITIONAL SUBMITTAL(S) TO THE DIVISION

1. Final Plans and Specifications N/A May 31, 2023

2. Completion of Construction July 20, 2024 N/A
B. REPORTS
1 Progress Reports Quarterly

2. Final Inspection and Certification N/A N/A

3. Project Completion Report N/A N/A

4. As Need Reports As Requested by the Division
EXHIBIT B – REIMBURSEMENTS, BUDGET DETAIL, AND REPORTING PROVISIONS B. Reimbursements Quarterly

1. Final Budget Approval Package N/A May 31, 2023
2 Final Reimbursement Request January 20, 2025 N/A

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
EXHIBIT B – FUNDING TERMS
B.1. FUNDING AMOUNTS AND REIMBURSEMENTS
B.1.1 Funding Contingency and Other Sources.
(a) If this Agreement’s funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by the Budget Act, by Executive Order, or by order or action of the Department of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board or offer an amendment to the Recipient to reflect the reduced amount.

(b) If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board to be applied to Payments due hereunder, if any.

B.1.2 Estimated Reasonable Cost.

The estimated reasonable cost of the total Project, including associated planning and design costs is one million five hundred twenty-nine thousand two hundred twenty dollars and no cents ($1,529,220.00).

B.1.3 Project Funding Amount.

Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds not to exceed the amount of the Project Funding Amount set forth on the Cover Page of this Agreement.

B.1.4 [Reserved.]
B. 1.5 Budget Costs.
(a) Estimated budget costs are contained in the Summary Project Cost Table below:

LINE ITEM TOTAL ESTIMATED COST PROJECT FUNDING AMOUNT
Construction $ 1,092,300 $1,092,300
Pre-Purchased Material/Equipment $0 $0
Purchase of Land/Easements $0 $0
Change Order Contingency $ 109,230 $ 109,230
Force Account $0 $0
Allowances (Soft Costs) $ 327,690 $ 327,690
TOTAL $1,529,220 $1,529,220
The Division’s Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts.

Upon written request by the Recipient, the Division may adjust the line items of the Summary Project Cost Table at the time of Division’s Final Budget Approval. Upon written request by the Recipient, the Division may also adjust the line items of the Summary Project Cost Table as well as the detailed budget at the time of Recipient’s submittal of its final claim. Any line item adjustments to the Summary Project Cost Table that are due to a change in scope of work will require an Agreement amendment. The sum of

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
adjusted line items in both the Summary Project Cost Table and the detailed budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. (b) Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment.

B.1.6 Contingent Disbursement.
(a) The State Water Board’s disbursement of funds hereunder is contingent on the Recipient’s compliance with the terms and conditions of this Agreement.

(b) The State Water Board's obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement.

Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding.

(c) Construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient.

(d) No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement.

(e) Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement.

(f) Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds.

(g) The Recipient agrees to ensure that its final reimbursement request is received by the Division no later than the Final Reimbursement Request Date. If the final reimbursement request is not received timely, the undisbursed balance of this Agreement will be deobligated.

(h) The Recipient is not entitled to interest earned on undisbursed funds.

B.1.7 Reimbursement Procedure.

Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows:

(a) Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed.

(b) The Recipient must submit a reimbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
Agreement is executed by the State Water Board. Late reimbursement requests may not be honored.

(c) The Recipient may request reimbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval.

(d) Additional Project Funds will be promptly disbursed to the Recipient upon receipt of reimbursement request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A.

(e) The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division.

(f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements.

(g) The Recipient shall not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable.

(h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations.

(i) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. as of the date costs are incurred by the Recipient.

B.1.8 Withholding of Disbursements.

Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events:

(a) The Recipient’s failure to maintain reasonable progress on the Project as determined by the Division;
(b) Placement on the ballot or passage of an initiative or referendum to repeal or reduce the Recipient’s taxes, assessments, fees, or charges levied for operation of the System or payment of debt service on System Obligations;
(c) Commencement of litigation or a judicial or administrative proceeding related to the Project, System, or Revenues that the State Water Board determines may impair the timely satisfaction of Recipient’s obligations under this Agreement; (d) Any investigation by the State Water Board, District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency’s Office of Inspector General,

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient’s financial management, accounting procedures, or internal fiscal controls;
(e) A material adverse change in the condition of the Recipient, the Revenues, or the System, that the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement;
(f) The Recipient’s material violation of, or threat to materially violate, any term of this Agreement;
(g) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient or its employees, or by its contractors or agents regarding the Project or the System;
(h) An event requiring Notice as set forth in Exhibit C; (i) An Event of Default or an event that the Division determines may become an Event of Default.

B.1.9 Fraud and Misuse of Public Funds; Enforcement.

All requests for reimbursement submitted must be accurate and signed by the Recipient’s Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the repayment of all Project Funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit; refer the matter for appropriate administrative action, including but not limited to the recovery of financial assistance provided and the imposition of civil penalties; and/or refer the matter to the Attorney General’s Office or the appropriate district attorney’s office for criminal prosecution or the imposition of civil liability. A person who knowingly makes or causes to be made any false statement, material misrepresentation, or false certification in any submittal may be subject to a civil penalty, criminal fine, or imprisonment. (Wat. Code, § 13490 et seq.)

B.2 RECIPIENT’S PAYMENT OBLIGATION, PLEDGE, AND RESERVE B.2.1 Project Costs.

The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs and Additional Payments. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board.

B.2.2 Estimated Principal Payment Due.

The estimated amount of principal that will be due to the State Water Board from the Recipient under this Agreement is one million five hundred twenty-nine thousand two hundred twenty dollars and no cents ($1,529,220.00).

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
B.2.3 Interest Rate and In-Lieu of Interest Charges.
(a) The Recipient agrees to make all Payments according to the schedule in Exhibit E, and as otherwise set forth herein, at an interest rate of two and six-tenths percent (2.6%) per annum. (b) Interest will accrue beginning with each disbursement. (c) In lieu of, and not to exceed, interest otherwise due under this Agreement, the Recipient agrees to pay the following charge(s), as further set forth in Exhibit E:
an Administrative Service Charge
a Small Community Grant Fund Charge

B.2.4 [Reserved.]
B.2.5 Obligation Absolute.

The obligation of the Recipient to make the Payments and other payments required to be made by it under this Agreement, from the Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Payments and Additional Payments have been paid in full, the Recipient must not discontinue or suspend any Payments or other payments required to be made by it hereunder when due, whether or not the Project, or any related part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever.

B.2.6 Payment Timing.
(a) Beginning one year after Completion of Construction, the Recipient must submit an annual Payment of the principal of the Project Funds, together with all interest accruing thereon. The Recipient must make Payments fully amortizing the total principal of the Project by the Final Payment Date. Payments are based on a standard fully amortized assistance amount with equal annual payments.

(b) The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, plus any Charge In Lieu of Interest, less the Payment. Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit E is a payment schedule based on the provisions of this Exhibit and an estimated disbursement schedule. Actual payments will be based on actual disbursements.

(c) Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Division may amend this schedule as necessary to accurately reflect amounts due under this Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient must make each Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest earnings, staff time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date.

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93 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
(d) The Recipient is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment to the Recipient of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient. The Recipient must provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement.

(e) Each Payment must be paid in lawful money of the United States of America by check or other acceptable form of payment set forth at www.waterboards.ca.gov/make_a_payment.

The Recipient must pay Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor.

B.2.7 Pledged Revenues.

B.2.7.1 Establishment of Enterprise Fund and Reserve Fund.

In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in this Exhibit, the Recipient must establish and maintain a Reserve Fund.

B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.

The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund on parity with the Parity Obligations. The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Payments and Additional Payments hereunder. The Enterprise Fund, Net Revenues in the Enterprise Fund, and any Reserve Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient.

B.2.7.3 Application and Purpose of the Enterprise Fund.

Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations in order of priority. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient.

B.2.8 No Prepayment.

Pursuant to State Water Board’s Debt Management Policy, adopted on October 3, 2017, the Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division.

City Council
23 –
94 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
B.2.9 Reserve Fund.

Prior to Completion of Construction, the Recipient must establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year’s Debt Service on this Obligation. The Recipient must maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund is subject to lien and pledged as security for this Obligation, and its use is restricted to payment of this Obligation during the term of this Agreement.

B.3 RATES, FEES AND CHARGES.
(a) The Recipient must, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are equal to the sum of (i) at least 120% of the Maximum Annual Debt Service with respect to all outstanding System Obligations senior to and on parity with the Obligation and (ii) at least 100% of the Maximum Annual Debt Service with respect to all outstanding System Obligations subordinate to the Obligation, so long as System Obligations other than this Obligation are outstanding. Upon defeasance of all System Obligations other than this Obligation, this ratio must be at least 120%, except where System Obligations are defeased pursuant to refunding obligations.

(b) The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section.

(c) Upon consideration of a voter initiative to reduce Revenues, the Recipient must make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant set forth in this Section. The Recipient must make its findings available to the public. The Recipient’s Authorized Representative must request, if necessary, the authorization of the Recipient’s decision-maker or decision-making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in this Agreement and its obligation to operate and maintain the Project for its Useful Life. The Recipient must diligently pursue and bear any and all costs related to such challenge. The Recipient must notify and regularly update the State Water Board regarding the status of any such challenge.

B.4 ADDITIONAL DEBT.
(a) The Recipient’s future debt that is secured by Revenues pledged herein may not be senior to this Obligation.

(b) The Recipient may issue additional parity or subordinate debt only if all of the following conditions are met:

(i) Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, meet the ratio for rate covenants set forth in this Exhibit with respect to any outstanding and proposed additional obligations.
(ii) The Recipient is in compliance with any reserve fund requirement of this Obligation. (iii) No Event of Default (or no event with respect to which notice has been given and which, once all notice of grace periods have passed, would constitute an Event of Default) has occurred and is continuing.

City Council
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95 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
B.5 NO LIENS.

The Recipient must not make any pledge of or place any lien on the Project, System, or Revenues except as otherwise provided or permitted by this Agreement.

EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS

C.1 REPRESENTATIONS & WARRANTIES.

The Recipient represents, warrants, and commits to the following as of the Eligible Work Start Date and continuing thereafter for the term of this Agreement.

C.1.1 Application and General Recipient Commitments.

The Recipient has not made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading.

The Recipient agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents.

The Recipient agrees to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement.

C.1.2 Authorization and Validity.

The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law.

C.1.3 No Violations.

The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date of execution of this Agreement by the Recipient.

C.1.4 No Litigation.

There are, as of the date of execution of this Agreement by the Recipient, no pending or, to Recipient’s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Project.

There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain the System or any of the real or personal property related to or necessary for the Project.

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96 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.1.5 Property Rights.

The Recipient owns or has sufficient property rights in the Project property for the longer of the Useful Life or the term of this Agreement, either in fee simple or for a term of years that is not subject to third-party revocation during the Useful Life of the Project.

C.1.6 Solvency and Insurance.

None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability.

C.1.7 Legal Status and Eligibility.

The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient acknowledges that changes to its legal or financial status may affect its eligibility for funding under this Agreement and commits to maintaining its eligibility. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances.

C.1.8 Financial Statements and Continuing Disclosure.

The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board.

The Recipient is current in its continuing disclosure obligations associated with its material debt, if any.

C.1.9 System Obligations
The Recipient has no System Obligations other than those defined in this Agreement.

C.1.10 No Other Material Debt.

The Recipient has no Material Obligations.

C.1.11 Compliance with State Water Board Funding Agreements.

The Recipient represents that it is in compliance with all State Water Board funding agreements to which it is a party.

C.2 DEFAULTS AND REMEDIES
In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement.

City Council
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97 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.2.1 Return of Funds; Acceleration; and Additional Payments.

Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, immediately to do each of the following:
i. return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement;
ii. accelerate the payment of any principal owed under this Agreement, all of which shall be immediately due and payable;
iii. pay interest at the highest legal rate on all of the foregoing; and iv. pay any Additional Payments.

C.2.2 [Reserved.]
C.2.3 Administrative remedies.

Whenever the State Water Board determines that the Recipient, the Recipient’s contractor, consultant, employee, agent, assignee, or grantee has violated any requirement or term of the Agreement, the State Water Board may impose civil penalties in accordance with Water Code, section 13497. The State Water Board may impose civil liability administratively against the Recipient or the Recipient’s consultant or contractor or other agent furnishing any information related to funds disbursed or costs claimed for reimbursement if the Recipient or the Recipient’s consultant or contractor or other agent fails to personally attest that the information is true, accurate, and complete the best of one’s knowledge. (Wat.

Code, § 13498.) The State Water Board may impose civil liability administratively against any person who makes a misrepresentation in any submittal to the State Water Board, including, but not limited to, an application, report, certification, record, invoice, form, or other document that is submitted to the State Water Board relating to a financial assistance agreement. (Wat. Code, § 13499.)

C.2.4 Judicial remedies.

Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may:
i. by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; ii. by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and
iii. take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement.

C.2.5 Termination.

Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient.

C.2.6 Damages for Breach of Tax-Exempt Status.

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98 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
In the event that any breach of any of the provisions of this Agreement by the Recipient results in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C.2.7 Damages for Breach of Federal Conditions.

In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C.2.8 Remedies and Limitations.

None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy.

Any claim of the Recipient is limited to the rights and remedies provided to the Recipient under this Agreement and is subject to the claims procedures provided to the Recipient under this Agreement.

C.2.9 Non-Waiver.

Nothing in this Agreement shall affect or impair the Recipient’s Obligation to pay Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment.

No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement.

C.2.10 Status Quo.

If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought.

C.3 STANDARD CONDITIONS
C.3.1 Access, Inspection, and Public Records.

The Recipient must ensure that the State Water Board, the Governor of the State, the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Agreement. The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying the application, all of the documents incorporated into this Agreement by reference, and all reports, reimbursement requests, and supporting documentation submitted hereunder.

City Council
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99 4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C

C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. (a) The Recipient must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. The Recipient must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets.

(b) The Recipient must comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient is bound by, and must comply with, the provisions and requirements of the federal Single Audit Act of 1984 and 2 CFR Part 200, subpart F, and updates or revisions, thereto.

(c) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient must:

i. Establish an official file for the Project which adequately documents all significant actions relative to the Project;
ii. Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement;
iii. Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement; iv. Establish an accounting system which will accurately depict final total costs of the Project, including both direct and indirect costs;
v. Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and vi. If Force Account is used by the Recipient for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee.

(d) The Recipient must maintain separate books, records and other material relative to the Project.

The Recipient must also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Completion of Construction. The Recipient must require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient must allow and must require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement.

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100
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.3.3 Amendment.

No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee.

Requests for amendments must be in writing and directed to the contact listed in Section 4 and to the Division’s Chief of Loans and Grants Administration Section.

C.3.4 Assignability.

This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement.

C.3.5 Audit.
(a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit must be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit must be in the form required by the Division.

(b) Audit disallowances must be returned to the State Water Board.

C.3.6 Bonding.

Where contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00.

C.3.7 Competitive Bidding
Recipient must adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws.

C.3.8 Compliance with Applicable Laws, Rules, and Requirements.

The Recipient must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient must:

(a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement;

(b) Comply with the Policy; and

(c) Comply with and require compliance with the state and federal requirements set forth elsewhere in this Agreement.

C.3.9 Computer Software.

The Recipient certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

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101
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C

C.3.10 Conflict of Interest.

The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws.

C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project.

The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due.

C.3.12 Data Management.

The Recipient will undertake appropriate data management activities so that Project data can be incorporated into statewide data systems.

C.3.13 Disputes.
(a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board’s Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute.

(b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law.

(c) Recipient must continue with the responsibilities under this Agreement during any dispute.

(d) This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4.

C.3.14 [Reserved.]
C.3.15 Environmental Clearance.
(a) No work that is subject to CEQA or NEPA may proceed under this Agreement unless the State Water Board has provided environmental clearance. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Recipient shall not perform any work subject to CEQA and/or NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement. (b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that

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102
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project.

C.3.16 Governing Law.

This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

C.3.17 Income Restrictions.

The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement must be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement.

C.3.18 Indemnification and State Reviews.

The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, "Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System or the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agreement, and must cause the Indemnified Persons to be included within the scope of any provision for the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement.

City Council
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103
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.3.19 Independent Actor.

The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board.

C.3.20 Integration.

This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party.

C.3.21 Leveraging Covenants.
(a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Exhibit F of this Agreement.

(b) The Recipient covenants to furnish such financial, operating and other data pertaining to the Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5).

(c) The Recipient further covenants to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the Recipient’s continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient must disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) website or other person or entity.

C.3.22 No Discrimination.
(a) The Recipient must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project.

(b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property.

(c) The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b).

(d) The Recipient’s obligations under this section shall survive the term of this Agreement.

(e) During the performance of this Agreement, Recipient and its contractors and subcontractors must not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status.

(f) The Recipient, its contractors, and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

(g) The Recipient, its contractors, and subcontractors must comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, §12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

(h) The Recipient, its contractors, and subcontractors must comply with all applicable federal civil rights regulations, including statutory and national policy requirements. (2 CFR § 200.300). This includes, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. (Executive Order 13798).

(i) The Recipient, its contractors, and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

(j) The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

C.3.23 No Third Party Rights.

The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein.

C.3.24 No Obligation of the State.

Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement.

C.3.25 Notice.

Upon the occurrence of any of the following events, the Recipient must provide notice as set forth below.

(a) Within 24 hours of the following, the Recipient must notify the Division by phone at (916) 327-9978 and by email to [email protected] and [email protected] and [email protected]:
i. The seizure of, or levy on, any Revenues securing this Agreement; ii. Any discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource.

The Recipient must implement appropriate actions as directed by the Division.

(b) [Reserved.]

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
(c) Within five (5) business days, the Recipient must notify the Division by phone at (916) 327-9978; by email to [email protected]
[email protected] and [email protected] and [email protected]; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events:

i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing;
ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund;
vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement;
viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project;
ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain;
x. Incurrence of a System Obligation or other Material Obligation by the Recipient; or
xi. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient, any of which reflect financial difficulties.

(d) Within ten (10) business days, the Recipient must notify the Division by phone at (916) 327-9978, by email to [email protected] and [email protected] and [email protected], and by mail to the contact address set forth in Section 4 of this Agreement of the following events:

i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties;
iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient’s technical, managerial or financial capacity to operate the System or the Recipient’s continued existence;
v. Circulation of a petition to repeal, reduce, or otherwise challenge the Recipient’s rates for services of the System;
vi. Consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues;
vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds;
viii. Rating changes on outstanding System Obligations, if any; ix. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or
x. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency’s Office of Inspector General, the Internal Revenue Service, Securities and Exchange

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
Commission, a grand jury, or any other state or federal agency, relating to the Recipient’s financial management, accounting procedures, or internal fiscal controls;

(e) The Recipient must notify the Division promptly by phone at (916) 327-9978, by email to [email protected] and [email protected] and [email protected], and by mail to the contact address set forth in Section 4 of this Agreement of any of the following events:

i. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors; ii. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change;
iii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; iv. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more;
v. Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient’s obligations under the federal Endangered Species Act; vi. Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; vii. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days’ notice to the Division; viii. Any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, as required by Exhibit C.4.3(xxvii);
ix. Any events requiring notice to the Division pursuant to the provisions of this Agreement;
x. Completion of Construction of the Project, and actual Project Completion; xi. The award of the prime construction contract for the Project; xii. Initiation of construction of the Project.

C.3.26 Operation and Maintenance; Insurance.

The Recipient agrees to sufficiently and properly staff, operate and maintain all portions of the System during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations.

The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance

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107
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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program.

In the event of any damage to or destruction of the System caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same must be completed and the System must be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Payments, if any, in accordance with the terms of this Agreement, the Recipient must provide additional funds to restore or replace the damaged portions of the System.

Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project.

C.3.27 Permits, Subcontracting, and Remedies.

Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction begins.

The Recipient must not contract or allow subcontracting with excluded parties. The Recipient must not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient must not contract with any individual or organization on the State Water Board’s List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board’s List of Disqualified Businesses and Persons is located at
http://www.waterboards.ca.gov/water_issues/programs/enforcement/fwa/dbp.shtml C.3.28 Professionals.

The Recipient agrees that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. To demonstrate compliance with California Code of Regulations, title 16, sections 415 and 3065, all technical reports must contain a statement of the qualifications of the responsible registered professional(s). As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work.

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108
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.3.29 Prevailing Wages.

The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient must monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met.

In addition, the Recipient agrees to comply with the Davis-Bacon provisions incorporated by reference in Section 3 of this Agreement.

C.3.30 Public Funding.

This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances.

C.3.31 Recipient’s Responsibility for Work.

The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work.

C.3.32 Related Litigation.

Under no circumstances may the Recipient use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that Recipient does not complete the project.

C.3.33 Rights in Data.

The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request.

C.3.34 State Water Board Action; Costs and Attorney Fees.

Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees.

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
C.3.35 Timeliness.

Time is of the essence in this Agreement.

C.3.36 Unenforceable Provision.

In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

C.3.37 Venue.

Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California.

C.3.38 Waiver and Rights of the State Water Board.

Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law.

C.4 MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS
C.4.1 [Reserved.]
C.4.2 State Cross-Cutters.

Recipient represents that, as applicable, it complies and covenants to maintain compliance with the following for the term of the Agreement:

i. The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq.

ii. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations.

iii. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103.

iv. Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code.

v. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527.

vi. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code, § 10610 et seq.).

vii. Urban Water Demand Management requirements, including the requirements of Section 10608.56 of the Water Code.

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
viii. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002.

ix. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852.

x. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503.

C.4.3 Federal Requirements and Cross-Cutters for SRF Funding.

The Recipient acknowledges, warrants compliance with, and covenants to continuing compliance with the following federal terms and conditions for the Useful Life of the Project:

i. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase “iron and steel products” produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all “iron and steel products” used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. “Steel” means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.

ii. The Recipient acknowledges that funds received under this Agreement are subject to the Build America Buy America (BABA) requirements of Public Law 117-58 (the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law (BIL), signed into law on November 15, 2021), which are in addition to “iron and steel products” requirements described in section C.4.3 (i) above. Specifically, unless (1) the Recipient has requested and obtained a waiver from USEPA on file with the State Water Board pertaining to the Project or the Project is otherwise covered by a general applicability waiver, as confirmed in writing by the State Water Board; or (2) the State Water Board and, to the extent the Project is co-funded by any other agency using federal funds subject to BABA requirements, each such agency, has advised the Recipient in writing that the BABA requirements are not applicable to the Project, the Recipient shall ensure and certifies that, as these terms are defined within and made applicable by Public Law 117-58:
(a) all iron and steel used in the Project are produced in the United States; (b) the manufactured products used in the Project are produced in the United States; and (c) the construction materials used in the Project are produced in the United States.

The Recipient must comply and require its contractors and subcontractors to comply with all applicable BABA requirements and reporting and must inform the State Water Board immediately of any information regarding a violation of the foregoing.

Based on representations made by the Recipient and corresponding evidence on file with the State Water Board, the Project qualifies for the “Adjustment Period Waiver of Section 70914(a) of P.L. 117-58, Build America, Buy America Act, 2021 for SRF Projects that have Initiated Design Planning”, found at EPA - SRF - Final Waiver - Adjustment Period_September 2022 - Signed.pdf. This waiver applies to projects that have initiated project design planning prior to May 14, 2022, the statutory effective date of the BABA requirements, and permits the use of non- domestic manufactured products and construction materials that would otherwise be prohibited

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
under the BABA requirements. This program waiver does not waive the iron and steel requirements under BABA. Sections 70917(a) and (b) of BIL provide a savings provision for existing statutory requirements that meet or exceed BABA requirements, such as the “iron and steel products” requirements applicable to SRF funded projects referenced in section C.4.3 (i) above, which will continue to apply as part of BABA requirements.”

iii. The Recipient must comply with the signage requirements set forth in Exhibit A.

iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days’ notice.

v. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board.

vi. The Recipient shall comply with applicable USEPA general terms and conditions found at https://www.epa.gov/grants/epa-general-terms-and-conditions-effective-october-1-2022-or-later. vii. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient’s exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board’s performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR.

viii. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA’s Final Financial Assistance Conflict of Interest Policy at https://www.epa.gov/grants/epas-final-financial-assistance-conflict-interest-policy. A conflict of interest may result in disallowance of costs.

ix. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement.

x. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed.

xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Disclosure statement set forth in Exhibit A.

xii. The Recipient acknowledges that it is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project.

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112
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
xiii. The Recipient, its employees, contractors and subcontractors and their employees warrants that it will not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is determined to have violated the foregoing.

xiv. The Recipient certifies to the best of its knowledge and belief that:
a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, and notify the State Water Board.

The Recipient shall require this certification from all parties to any contract or agreement that the Recipient enters into and under which the Recipient incurs costs for which it seeks reimbursements under this Agreement.

xv. The Recipient must comply with the following federal non-discrimination requirements:

a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities.
c. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex.
e. 40 CFR Part 7, as it relates to the foregoing.

xvi. If the Project relates to construction of a publicly owned treatment works, where the Recipient contracts for program management, construction management, feasibility studies, preliminary engineering, design, engineering, surveying, mapping, or architectural related services, the Recipient shall ensure that any such contract is negotiated in the same manner as a contract for architectural and engineering services is negotiated under chapter 11 of title 40, United States Code, or an equivalent State qualifications-based requirement as determined by the State Water Board.

xvii. If the Project relates to construction of a publicly owned treatment works, the Recipient certifies that it has developed and is implementing a fiscal sustainability plan for the Project, except as set forth in Exhibit D, that includes an inventory of critical assets that are a part of the Project, an evaluation of the condition and performance of inventoried assets or asset groupings, a certification that the Recipient has evaluated and will be implementing water and energy

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City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110

Exhibit C
conservation efforts as part of the plan, and a plan for maintaining, repairing, and, as necessary, replacing the Project and a plan for funding such activities.

xviii. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions:

"During the performance of this contract, the contractor agrees as follows:"(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
"(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
"(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
"(f) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. "(g) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor

City Council
23 –
114
4/4/2023

City of Santa Ana
Agreement No.: D2201000
Project No.:C-06-8478-110