Agenda packet — Santa Ana City Council, July 16, 2024 (part 4 of 6)

© 2023 KDM Meridian – All Rights Reserved.
1340 Reynolds Ave | Suite 110
Irvine, CA 92614
www.KDMMeridian.com
8TQNHNYFYNTS On-Call Engineering Plan Check Services (RFP No.: 24-035) 8TQNHNYFYNTS)FYJ March 19, 2024
.XXZNSL*SYNY^ City of Santa Ana
8ZGHTSXZQYFSYYT
5WNRJ Harris & Associates
8JW[NHJX5WT[NIJI Land Survey Services (Including Land Surveying Documents and Legal Description of Dedication) ;JWXNTS(TIJ v.230405_PWR_CUST Santa Ana via HAR
7FYJ-TQIX
&IOZXYRJSYX Firm for initial year of contract term (July 1, 2024, through June 30, 2025), per RFP Section III.B.3: Fee Proposal. and thereafter subject to a 5% COLI per annum.
&YYFHMRJSYX
Sample Fee Proposal (1 Page); As noted in paragraph two of the sample fee proposal form, the proposer shall complete this form and include it along with the billing rates breakdown”. The billing rates are immediately below and the sample form (Attachment), showing approximate rate per hour by specific task, is located on the attachment appended to this billing rates breakdown.

Principal $240.00
Project Manager $225.00
Project Surveyor $210.00
Survey Technician $170.00
Clerical / Administration / Technical Aide $ 95.00
Expert Witness (4 Hour Minimum) $500.00
Survey Crew (1-person) Prevailing Wage $250.00
Survey Crew (2 persons) Prevailing Wage $360.00
Survey Crew (3 persons) Prevailing Wage $470.00
Rental of Special Equipment or Special Supplies Cost + 5% Subconsultants Cost + 5%
Agency Fees Actual Cost
Per Diem (Meals & Lodging) GSA Published Rates
Fee Schedule Provisions
A minimum of 4 hours per day will be charged for survey crews.

Over-time will be charged at 1.35 times the regular rate.

Double-time will be charged at 1.75 times the regular rate.

The above rates shall be charged portal to portal (time spent on project site plus travel time) excluding meal breaks.

Reservation of Rights
KDM Meridian complies with all prevailing wage requirements. The rates noted in this fee schedule are developed taking into consideration the prevailing wage rates current at the time of the original solicitation. It is assumed that all task orders or work issued under this solicitation will, as stipulated by respective laws and regulations, utilize the original solicitation date & DIR number for purposes of prevailing wage rate determinations. In the event that a task order, or equivalent, is issued under this solicitation and assigned a new DIR number resulting in a different wage rate determination than that of the original solicitation, KDM Meridian reserves the right to adjust subject hourly rates to reflect the new prevailing wage determination triggered by the new DIR number.

City Council 15 – 201 7/16/2024
Harris & Associates, Inc.  x
KOA Corporation
2024 Hourly Billing Rates
Professional Services 2024 Rates
Regional Manager $350
Program Director $300
Project Manager III $300
Project Manager II $240
Project Manager I $190
Engineer IV $300
Engineer III $240
Engineer II $190
Engineer I $170
Engineer Associate II $155
Engineer Associate I $135
Planner IV $190
Planner III $170
Planner II $155
Planner I $135
Designer III $170
Designer II $155
Designer I $135
Construction Engineer III $220
Construction Engineer II $200
Construction Inspector III $156
Construction Inspector $152
Project Support Specialist III $130
Project Support Specialist II $115
Project Support Specialist I $100
Intern $90
General Provisions:
* Project reimbursable expenses are billed at cost.
* Project expenses include: Non-commuter automobile mileage ($0.67 per mile) or current IRS rate, postage and special courier expenses, travel expenses, reproduction, subcontractor services and other direct project expenses as requested by the client.
* Telephone, equipment, and fax are included in the above hourly costs. * Direct expenses including blacklining, commercial CAD plotting, sub-consultant expense, issuance of specially endorsed insurance certificate, and direct costs are billed at cost plus 5% unless stated otherwise in the proposal.

City Council 15 – 202 7/16/2024

AGREEMENT WITH CANNON CORPORATION TO PROVIDE ON-CALL ENGINEERING

PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Cannon Corporation, a California corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On March 19, 2024, the City issued Request for Proposal (“RFP”) No. 24-035, by which it sought qualified firms to provide on-call engineering plan check services for the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering 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
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor’s proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on-call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggregate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper EXHIBIT 5
City Council 15 – 203 7/16/2024
invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney.

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

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

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

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 – 204 7/16/2024
be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor.
a. Minimum Scope and Limit of Insurance

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits.

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

4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.

5. 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 City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor’s CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations.

2. 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 City Council 15 – 205 7/16/2024
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.

3. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.

6. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require 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.

7. 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.

8. Claims Made Policies: If any of the required policies provide coverage on a claimsmade basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion of work; (3) If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Contractor must purchase “extended reporting” coverage for a minimum of three years after completion of work.

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

City Council 15 – 206 7/16/2024

10. 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.

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

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

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

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 – 207 7/16/2024
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.

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

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

13. 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.

14. 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.

City Council 15 – 208 7/16/2024

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

16. 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.

17. 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.

18. 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.

19. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be City Council 15 – 209 7/16/2024
cause for termination of this Agreement.

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

21. 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:

Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5635
To Contractor:

Gary Solsona, PE, QSD
16842 Von Karman Avenue, Suite 150
Irvine, CA 92606
[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 City Council 15 – 210 7/16/2024
shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

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

ATTEST: CITY OF SANTA ANA

Jennifer L. Hall Alvaro Nuñez
Clerk of the Council Acting City Manager
APPROVED AS TO FORM: CANNON CORPORATION:

SONIA R. CARVALHO
City Attorney
By:

Kyle Nellesen Name:

Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL:

Nabil Saba
Executive Director
Public Works Agency
Nabil Saba Digitally signed by Nabil Saba
Date: 2024.07.02 11:35:29
-07'00'
City Council 15 – 211 7/16/2024

EXHIBIT A - SCOPE OF WORK
City Council 15 – 212 7/16/2024
City Council 15 – 213 7/16/2024
City Council 15 – 214 7/16/2024
Proposal for
On-Call Engineering Plan Check
Services
RFP #24-035
Santa Ana City of
Cannon
Reliable Responsive Solutions

EXHIBIT B - PROPOSAL
City Council 15 – 215 7/16/2024
Table of Contents
Page

1. Statement of Qualifications
a. Cover Letter ......................................................................................................................................2 b. Contract Agreement Statement................................................................................................3 c. Firm and Team Experience ..........................................................................................................4 d. Understanding of Need/Schedule of Delivery....................................................................8 e. Relevant Project Experience .....................................................................................................11 f. References ........................................................................................................................................14

2. Scope of Services and Schedule
Scope of Services ..............................................................................................................................15 Schedule ...............................................................................................................................................18

3. Fee Proposal (Submitted as a Separate File)
Attachments:
• Key Personnel Resumes
• 3-1: Non-Collusion Affidavit
• 3-2: Non-Lobbying Certification
• 3-3: Non-Discrimination Certification
• 3-4: Fleet Compliance Certification
City Council 15 – 216 7/16/2024

1. Statement of Qualifications
City Council 15 – 217 7/16/2024
Cannon
Ehab Elias, PE Senior Civil Engineer
City of Santa Ana, Public Works Agency; M-93
20 Civic Center Plaza; Ross Annex, Santa Ana, CA 92701
Subject: On-Call Plan Check Services RFP No: 24-035
Dear Mr. Elias and Proposal Review Committee:

The City of Santa Ana (City) is seeking a dependable civil engineering firm to provide engineering plan check services on an as-needed, on-call basis. The plan check team will review commercial, industrial, and residential development plans for compliance with City, County, and State engineering codes and requirements.

Cannon has assisted many cities and counties with civil plan check services for development and capital improvement projects. Our interest in this RFP stems from our history delivering successful on-call projects for the City. Our goals align with the City’s vision to conserve its neighborhoods, enhance the community, and provide high quality of life for current and future generations. Cannon brings the following benefits to the City:

Experienced and Customer-Service-Focused Plan Check Team: Cannon’s team is led by development plan check manager and main point of contact, Gary Solsona, PE, QSD, who has more than 22 years of engineering experience. Our four, lead senior plan check engineers, Jay Kanani, PE; Bijan Yazdani, PE; Feldro Esperanza, PE; and Miles Safa, PE have over 100 cumulative years of plan check experience in grading, drainage, hydrology and hydraulic studies, and Water Quality Management Plans (WQMP) for residential, commercial, and industrial land development projects.

Specialized Subconsultants: We have selected four subconsultants to join our team. LOR Geotechnical Group, Inc. will provide review of geotechnical review; TJW will provide traffic review; BGB will provide landscape architectural and irrigation review, and ECORP will provide environmental review.

Local Experience and Knowledge: Our team brings local experience and knowledge of City and Orange Countybased standards, including the requirements outlined as follows:
• Santa Ana Municipal Code (Section 8-813), City's Grading Plan and Street Improvement Plan Guidelines, City Ordinance No. 2947 (Sections 147.03.90, 14.03.20, 14.03.21, 14.03.23). • Latest editions of the California Building Code, California Plumbing Code, California Residential Code and California Green Code.
• Orange County Hydrology Manual, Local Drainage Manual, Model WQMP, and Technical Guidance Document.

We have also provided plan check services to the Cities of Fullerton, Chino, Diamond Bar, and El Monte. Past project descriptions and references can be found on pages 11-13.

On-Line/Electronic Plan Check Process: In addition to conducting plan review services via paper submissions, Cannon's plan check experience includes conducting on-line/electronic plan reviews via ProjectDox, e-PlanREVIEW (EPR) and Bluebeam Studio. We manage and coordinate our electronic submittals / file sharing based on the City’s preferred platform, such as ProjectDox, Sharepoint, Accela, Microsoft OneDrive, or Dropbox.

We look forward to the opportunity to work with the City to achieve its goals and objectives. I am available at the contact methods provided below should you require additional information or have any questions.

Sincerely,
April 9, 2024
Gary Solsona, PE, QSD
Public Works Manager/Senior Project Manager
16842 Von Karman Avenue, Suite 150
Irvine, CA 92606
( 949.777.1580, * [email protected]
Larry P. Kraemer, PE
Director, Public Infrastructure
1050 Southwood Drive,
San Luis Obispo, CA 93401
( 805.503.4542, * [email protected]
City Council 15 – 218 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 3 We have reviewed Attachment 2, Standard Agreement and accept all provisions.

A California Corporation Providing Reliable Responsive Solutions since 1976 b Contract Agreement Statement City Council 15 – 219 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 4 Point-of-Contact
For any questions concerning this proposal submittal, please contact Mr. Solsona at the phone numbers or email provided below:

Gary Essex A. Solsona, PE, QSD
Public Works Manager/Senior Project Manager
16842 Von Karman Avenue,150 Suite Irvine, CA 92606
( 949.777.1580,  909.234.7857, * [email protected]
Financial Stability
As a growing, financially stable organization, we are
proud of the good credit rating we have earned from
Dunn & Bradstreet in an industry dominated by fair
and poor ratings. Cannon has not been debarred,
suspended, or otherwise declared ineligible to contract by any Federal, State, or local public agency, and has
not had a contract terminated for breach with a client.

Cannon has the financial resources and regular
staffing to provide Reliable Responsive Services to
the City of Santa Ana. We are able to maintain our
proposed project team (including subconsultants) to
facilitate the timely and continuous performance of
work.
c Firm and Team Experience
Firm Background
As a full-service engineering, surveying, and
construction management firm, we take pride in our
ability to offer clients a broad range of services. Our commitment to providing clients Reliable Responsive
Solutions, whether the project scope is expansive or
more specialized, spans 47 years.

Our staff of professionals includes registered civil,
structural, mechanical, and electrical engineers;
licensed land surveyors; construction managers;
funding administrators; instrumentation and controls
(SCADA) specialists; Geographic Information
System (GIS) specialists; and planners. In addition,
we employ experts in 3D scanning and modeling,
permitting and compliance, Low Impact Development
(LID), and the LEED certification process.

With more than 135 professionals, we have extensive
experience in general civil plan checking services;
map check services; design; surveying services;
street rehabilitation, widening, and improvement
projects; and major street, storm drain, right-of-way,
water, sewer, and dry utility design.

Cannon provides preliminary engineering studies
and master planning for drainage facilities, hydrology
and hydraulics, water utilities, sewer, and dry utilities.

We have strong experience in the preparation of
engineering documents for each phase of design
and construction: conceptual design, preliminary
design, final engineering, construction documents,
construction support, and construction management.

Office Locations
Services for the City will be provided primarily from
our Irvine office with support from our other offices,
if needed. Cannon office locations include the
following:

Irvine
16842 Von Karman Ave.

Suite 150
Irvine, CA 92606
( 949.753.8111
Ventura
305 S Kalorama St.

Suite A
Ventura, CA 93001
( 805.544.7407
Los Angeles
11900 W Olympic Blvd.

Suite 530
Los Angeles, CA 90064
( 310.664.1166
San Luis Obispo
1050 Southwood Dr.

San Luis Obispo, CA
93401
( 805.544.7407
City Council 15 – 220 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 5 Subconsultants
Geotechnical
LOR Geotechnical Group, Inc. (LOR) is a multidisciplinary geotechnical, engineering, and consulting firm providing sound solutions and innovative strategies in the geotechnical, geologic, environmental, and
construction inspection fields for their clients since
1988. Their experience includes planned communities,
commercial, industrial, and residential development
projects, as well as public infrastructure improvements.

John Leuer, GE
6121 Quail Valley Court
Riverside, California 92507
( 951.653.1760 * [email protected]
Environmental
Established in 1987, ECORP Consulting, Inc. (ECORP)
specializes in assisting government agencies and
private clients with a wide range of environmental
services. ECORP is a financially sound firm with five
offices (Santa Ana, Redlands, Rocklin, San Diego,
and Chico) serving clients throughout California.

ECORP provides support over the life of a project,
from initial baseline studies; to environmental planning, documentation, and review; permit negotiation, liaison
with resource agencies, and mitigation design; and
through to construction monitoring and compliance
reporting. ECORP brings an experienced team of more
than 120 CEQA and NEPA specialists, terrestrial and
aquatic biologists, wetlands specialists, paleontologists, archaeologists/cultural resource specialists, air quality/ greenhouse gas specialist, noise analysis specialists,
geographic information systems (GIS) specialists, and
unmanned aerial systems (UAS) pilots.

Jesus “Freddie” Olmos
Principal Environmental Planner
215 North 5th Street, Redlands, CA 92374
( 909.307.0046 * [email protected]
Landscape Architecture and Irrigation
Founded in 1979 and incorporated in 1998, BGB
Design Group (BGB) has a balance of both public
and private clients. Award-winning public projects
have included the Avalon Waterfront Urban Design on
Catalina Island, the Esplanade in Redondo Beach, the
City of Laguna Beach Landscape Resource Document,
and the San Clemente Pedestrian Beach Trail. Other
noted public projects include parks, creek restoration, trails, libraries, civic centers, and related public
facilities.

Arthur Guy, ASLA
President
3185 C1 Airway Avenue
Costa Mesa, CA 92626
( 714. 545.2898 * [email protected]
Traffic Plan Check
Established in 2010, TJW, a California Corporation, is
a Small Business Enterprise (SBE) consulting firm that
specializes in traffic engineering and transportation
planning services. Their team of 14 employees, located
in California and Idaho, is comprised of experienced
engineers, planners and staff that have extensive
knowledge of standards, specifications, and guidelines.

Through their project experience, they can effectively
provide thorough and comprehensive services for
innovative traffic engineering and transportation
planning solutions to meet the needs of their clients,
stakeholders and the community.

Gene Kim, PE, TE
Principal Engineer
9841 Irvine Center Dr. #200
Irvine, California 92618
( 949.878.3509 * [email protected]
City Council 15 – 221 7/16/2024
Resumes for our key personnel are
included as an Attachment.

On-Call Engineering Plan Check Services RFP #24-035 Cannon 6 Organization Chart
Our key personnel will be principally responsible for working with the City. As Senior Project Manager, Gary Solsona will conduct the presentation if the firm is selected to interview.

Alternate Point-of-Contact
If Mr. Solsona is unavailable to perform as the main point-of-contact, Mr. Kraemer will be available to manage the plan checking team and tasks for the City.

Larry Kraemr, PE Principal-in-Charge
1050 Southwood Drive, San Luis Obispo, CA 93401
( 805.503.4542, * [email protected]
Principal-in-Charge
Larry Kraemer, PE
Point-of-Contact /
Senior Project Manager
Gary Solsona, PE, QSD
 Key Personnel
Land Survey and
Map Checks
Ned Reynolds, PLS 
Williams Baega, PE, PLS

SUBCONSULTANTS
Geotechnical
LOR Geotechnical Group
John Leuer, PE, GE 
Andrew Tardie, GE
Landscape and
Irrigation Review
BGB
Art Guy, ASLA 
Environmental
ECORP
Freddie Olmos 
Traffic Plans
TJW Engineering
Gene Kim 
Plan Checkers
Jay Kanani, PE - Grading/Hydrology/WQMP
Bijan Yazdani, PE - Grading/Street Improvement Plans
Feldro Esperanza, PE - Grading/Hydrology/WQMP
Miles Safa, PE, QSD - Grading/Hydrology/WQMP
Karena Diep, EIT - Grading/Street Improvement Plans
Kaitlin Grabiec, EIT - Grading/Street Improvement Plans Alex Maestre, PE - Street Light Plans
Erin Deviny - Engineering Assistant
City Council 15 – 222 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 7 Current Workload and Staff Availability
Cannon’s current and anticipated workload allows us to completely and comprehensively fulfill on-call services that may be assigned by the City of Santa Ana as a result of this proposal. As an on-call service provider for many clients throughout Southern California, we understand the importance of meeting project schedules and deliverable deadlines.

Tasks requiring the specialized technical services of our subconsultants will be performed under Cannon’s direction under a documented Work Plan.

Our plan checking team of experienced engineers and land surveyors are supported by qualified, technical staff that will provide needed reviews in an efficient, timely, cost-effective manner. The table below illustrates our key personnel’s current workload, and availability.

Key Team Members / Role Current Project Workload % Available Gary Solsona, PE, QSD
Point-of-Contact / Senior Project Manager
Plan check services for Cities of
Santa Ana, Diamond Bar,
Fullerton, and Chino
50%
Jay Kanani, PE
Grading/Hydrology/WQMP 80%
Bijan Yazdani, PE
Grading/Street Improvement Plans 80%
Miles Safa, PE, QSD
Grading/Hydrology/WQMP 80%
Feldro Esperanza, PE
Grading/Hydrology/WQMP 80%
Karena Diep, EIT
Grading/Street Improvement Plans 50%
Kaitlin Grabiec, EIT
Grading/Street Improvement Plans 50%
Ned Reynolds, PLS
Land Survey and Map Checks
Directing Various Land Development and
Public Works Projects 50%
Williams Baega, PE, PLS
Land Survey and Map Checks
Various Land Development and Public
Works Projects 50%
Alex Maestre, PE
Street Light Plans
Various Land Development and Public
Works Projects 50%
Erin Deviny
Engineering Assistant
Various Land Development and Public
Works Projects 50%
John Leuer, PE, GE (LOR)
Geotechnical Review
Various Land Development and Public
Works Projects 35%
Jesus “Freddie” Olmos (ECORP)
Environmental
Various Land Development and Public
Works Projects 35%
Art Guy, ASLA (BGB)
Landscape Architecture and Irrigation Review
Various Land Development and Public
Works Projects 35%
Gene Kim, PE, TE (TJW)
Traffic Review
Various Land Development and Public
Works Projects 35%
City Council 15 – 223 7/16/2024
Understanding of Need/Schedule of Delivery d
On-Call Engineering Plan Check Services RFP #24-035 Cannon 8 Project Understanding
The City of Santa Ana (City) is seeking an engineering
consultant to provide complete plan check services
on an on-call, as needed basis. The services include
review of civil related improvement plans, studies, and reports, including grading, sewer, storm drain, water
quality management plans (WQMP), drainage, and
erosion control.

We have built our team around the understanding
that plan check services should be provided by or
under the responsible charge of a California Licensed
Professional Engineer and Land Surveyor.

Our team’s plan check experience includes rough
grading, precise grading, hydrology and hydraulics,
street improvements, street lighting, erosion control,
WQMP, survey maps and easement plans, lot line
adjustments, utility easements, and map recordation.

We’ve developed a comprehensive and dynamic
program to successfully deliver on-call plan checking
review services for our clients. We understand
the importance of proactive communication,
responsiveness, and flexibility. We are accustomed to
being ready when called upon for specific assignments
to meet your expectations. Our team has the proven
ability to streamline the plan check review process
based on the systems and templates we’ve created
(such as our plan check log [Figure 1.]) to confirm
quality and promptness. Cannon is strongly committed
to serving our clients by truly listening to their project objectives, producing quality work, and completing plan check reviews on time or early, and within budget.

Figure 1. Sample of Cannon Plan Check Log
Approach
Cannon’s approach to provide plan check and map
check services to the City includes the following key
components:
• Communication Strategy
• Experienced Plan Check Team
• Plan Check Conformance
• Facilitating the Plan Check Process
• Electronic Development Plan Checking
• Record Keeping and Reporting
• Turnaround Time
Communication Strategy
At the top of this list of key components that will lead to project success is effective communication between
our internal review team and the City’s Project Manager and Staff. This will confirm we provide the City with
the support they are looking for to reduce the impact
to politically sensitive areas or disruption to the public.

The closest possible rapport will be developed with the City’s Project Manager to understand special budget
constraints, time schedules, and associated impacts.

By building on excellent communications, we will more
easily define problem areas, technical requirements,
and facilitate a smoother plan check review and
approval process.

Experienced Plan Check Team
Within our highly skilled staff of engineers, project
managers, quality assurance / quality control (QA/QC)
team, and constructability reviewers are personnel
that take their chosen profession very seriously. This
team strives for the highest quality of service for each project review. Because our plan check engineers
have extensive design experience using local, regional, and other applicable design standards on a day-today basis, we can confirm the improvement plans and associated reports and documents will meet the current
applicable codes and standards.

We have also structured our team to have flexibility
with meeting varying workload sizes. In addition to
our key personnel, Cannon is home to comprehensive
engineering staff who are ready to commence project
work immediately, should the need arise. We can meet
short-term workload needs by temporarily bringing in
other personnel and, with the City’s approval, meet
City Council 15 – 224 7/16/2024
long-term needs with the addition or removal of other
trained staff.

Plan Check Conformance
Cannon also understands that, at a minimum, plan
check services will be provided in conformance with
the most current version of the following documents
and standards as applicable:
• Grading Plan Guidelines
• Street Improvement Guidelines
• Conditions of Approval and Title Reports
• City of Santa Ana Standard Plans
• Master Plans
• Municipal Code
• Grading Ordinance and Grading Plan Check
Requirements
• California Building Codes Chapters 18, 33, and
Appendix J
• APWA Standard Plans and Standard Specification
(Greenbook) for Improvements in Public R/W
• Caltrans Standard Plans
• Orange County Public Works Standard Plans
• Approved Specific Plans, Site Plans,
Environmental Documents, and/or Tentative and
Final Maps
• Grants, easements, or vacations as applicable
• Traverse, Lot and Tract Boundary Closures for
final or parcel maps Subdivision Map Act
• Model WQMP
• Orange County Technical Guidance Document
• CA MUTCD and WATCH
Facilitating the Plan Check Process
We understand the concern, need, and desire to
approve the plan check package at the first submittal.

It has been our experience that when plan checks
extend three review cycles, there is potentially an
issue or concern that has not been addressed up front
or there has been a breakdown in communication.

We have experienced success in the past by
implementing the following approach:
• Timely and complete technical reviews of the
submitted plans and associated reports.
• Sound record keeping and documentation of
when plan reviews are submitted and returned,
correspondence files, meeting minutes (if
necessary), plan check mark-ups, and reference
materials. When plan corrections are required, a
written plan correction list will be provided to the
applicant, or the applicant’s agent(s).
• With the City’s permission, communication
between plan reviewer(s) and the engineer/
architect of record through phone calls, e-mails,
faxes and/or plan check review meetings, as
needed. Keeping our client and the project owners
informed through CC’s of review memos, e-mails
and plan check logs.

On-line/Electronic Plan Review
We are committed to sustainable business practices,
as we’ve been performing electronic plan check
reviews for the past five years. Our objective with this process is to reduce waste and paper consumption
and save money, resources, and time by eliminating
mail or courier delivery services for hard copy packages, therefore reducing vehicle emissions.

We are aware the City utilizes ProjectDox to perform
plan check review of improvement plans, technical
studies and other documents. Our plan check team is
adept with ProjectDox having received formal training
on this cloud-based software alongside City staff
and we are currently licensed users with the City. We
are familiar with navigating through this cloud-based
software, such as:
• Reviewing open projects and accepting "my
tasks."
• Adding plan check comments using Changemark
tools and Simple Markup tools, basic markup
tools (highlighting, measurement, text box,
Ehab Elias, Senior Civil Engineer
City of Santa Ana
Thank you Gary and Jay for your
diligence on this plan check.

On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 225 Cannon 7/16/2024 9 etc.), response functionality, standard Library
Comments.
• Reviewing prior comments to check if they've
been resolved.
• Resolving prior comments through the Review
Comments page.
• Using the Compare Files tool to compare
resubmittals with prior submittals.
• Completing plan check reviews in the E-form
window by changing Review Status to "Approved"
or "Corrections Required" and filling out the
Timesheet Log.

Already having experience with navigating and
utilizing ProjectDox allows our plan check team to “hit the ground running” on performing plan check reviews
with zero learning curve. Figure 2 below is a sample
of our on-line/electronic plan check comments.

Record Keeping and Reporting
Through years of experience, we have developed
streamlined procedures that produce timely,
accurate, and consistent plan reviews. Submitted
improvement plans will be logged into a plan check
log. The plan check log (see Figure 1 on page 7)
tracks the engineer of record, types of improvement
plans submitted, date submitted, due date to be
completed, and any significant comments or submittal
requirements outstanding for that plan review. Cannon
will provide regular updates (and as requested by the
City) of the status of plan reviews to report progress
and anticipated return dates of outstanding plan check
projects.

As part of our project controls, Cannon will keep a
record of when plans are received and returned in
our plan check log. Excellent communications will
allow us to define questionable areas, technical
requirements, and to facilitate a smooth review and
approval process.

Turnaround Time
We take no exception to the turnaround time as
outlined in the City’s RFP. If expedited reviews are
requested, we are open to having discussions with the
City and implementing these types of reviews.

Figure 2. Sample of On-line/Electronic Plan Check Comments On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 226 Cannon 7/16/2024 10 On-Call Engineering Plan Check Services RFP #24-035 Cannon 11 e Relevant Project Experience
On-Call Plan Check Services
Santa Ana, California
Cannon is currently performing numerous broadbased Entitlement and plan checking duties for the City of Santa Ana. Typical Plan Check services
include grading, drainage, hydrology reports, WQMPs,
and street improvement plans. Project types include
residential, commercial, and industrial.

Key Project Team Members
• Gary Solsona, PE, QSD Senior Project Manager
• Jay Kanani, PE Senior Plan Checker
• Bijan Yazdani, PE Senior Plan Checker
• Feldro Esperanza, PE Grading/Hydrology/WQMP
• Miles Safa, PE, QSD Grading/Hydrology/WQMP
• Alex Maestre, PE Street Light Plans
• Karena Diep, EIT Plan Checker
• Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review
Reference: Ehab Elias, PE Senior Civil Engineer
City of Santa Ana
20 Civic Center Plaza, M-93, Santa Ana, CA 92701
( 714.647.5627 * [email protected]
Fees: $ 1,947,132
Project Dates: July 2019 - In Progress
On-Call Professional
Engineering Services Private
Development Plan Check
Fullerton, California
Cannon is currently providing entitlement review
services and plan checking duties for residential,
commercial, and industrial projects for the City
of Fullerton. Our plan check services include
grading, storm drain, hydrology reports, and street
improvement plans.

Key Project Team Members
• Gary Solsona, PE, QSD Senior Project Manager
• Jay Kanani, PE Senior Plan Checker
• Bijan Yazdani, PE Senior Plan Checker
• Miles Safa, PE, QSD Grading/Hydrology/WQMP
• Karena Diep, EIT Plan Checker
• Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review
Reference: Juan Zavala, PE
City of Fullerton
303. W. Commonwealth Ave., Fullerton, CA 92832
( 714.738.6322 * [email protected]
Fees: $865,341
Project Dates: December 2018 - In Progress
City Council 15 – 227 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 12 Plan Check Services
Lancaster, California
Cannon provided on-call civil engineering plan
check and map check services on more than 100+
development projects for the City of Lancaster. As
part of our on-call contract with the City, Cannon
reviewed grading and drainage plans, erosion control
plans, hydrology and hydraulic reports, storm drain
improvement plans, street improvement plans, water
improvement plans, sewer area studies, sewer
improvement plans, landscaping and irrigation plans
within a landscape maintenance district (LMD), street
light improvement plans and voltage drop calculations,
soil/geotechnical reports, bond estimates, final
mapping, and other documents.

Cannon’s Plan Check Team reviewed the conditions
of approval, reference material, City standard plans,
plan checklist requirements and accessibility for
projects constructed in the City for conformance with
City Codes and ordinances, including the County
Grading Code and Manual, “Greenbook” Standard
Specifications for Public Works Construction, County
Standards and Design Manual, California Building
Codes, Los Angeles County Hydrology Manual and
Los Angeles County Flood Control Hydraulic Design
Manual. Extensive coordination was required between
the different City departments and engineer of record
to confirm quick turnaround times.

Cannon provided reviews in Bluebeam Revu and
transmitted plan check submittals using the City’s
Accela website.

El Monte, CA 91731
( 626.580.2000 * [email protected]
Fees: $220,460
Project Dates: October 2019 - In Progress
City Council 15 – 228 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 13 On-Call Civil Plan Check
Services
Chino, California Cannon provided plan check services for the City of Chino. Plan check services included grading, soils
report reviews, sewer, water, storm drain, hydrology
reports, WQMPs, street improvement plans, signing
and striping plans, street lighting, parcel/tract maps, easements, and lot line adjustments. Project types
include residential, commercial, and industrial. Our
survey team has acquired and reviewed record maps
(tract maps, parcel maps, and record of surveys)
adjacent to the annexation boundary and selected
the most pertinent to create the annexation parcel.

Deliverables included a plat and legal description per
LAFCO standards.

Key Project Team Members
• Gary Solsona, PE, QSD Senior Project Manager
• Jay Kanani, PE Senior Plan Checker
• Bijan Yazdani, PE Senior Plan Checker
• Feldro Esperanza, PE Grading/Hydrology/WQMP
• Miles Safa, PE, QSD Grading/Hydrology/WQMP
• Alex Maestre, PE Street Light Plans
• Karena Diep, EIT Plan Checker
• Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review
Reference: Jesus Plasencia, PE Assistant City Engineer
City of Chino
13220 Central Avenue, Chino, CA 91710
( 909.334.3417 * [email protected]
Fees: $693,090
Project Dates: July 2020 - In Progress
City Council 15 – 229 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon 14 The following is a list of clients we’ve worked with in the recent past who can attest to our commitment to excellence, reliability, and responsiveness. Please feel free to contact them as you see fit.

Ehab Elias, PE
Senior Civil Engineer
City of Santa Ana
20 Civic Center Plaza
Santa Ana CA 92701
( 714.647.5400
* [email protected]
Juan Zavala, PE
Principal Civil Engineer
City of Fullerton
303 W. Commonwealth Avenue
Fullerton, CA 92832
( 714.738.6322
* [email protected]
Stephen Carillo, PE
Senior Engineer
City of Lancaster
44933 Fern Avenue
Lancaster, CA 93534
( 661.723.5845
* [email protected]
References f
City Council 15 – 230 7/16/2024

2. Scope of Services and Schedule
City Council 15 – 231 7/16/2024
Scope Of Services
The scope for potential tasks includes the following:

Street Improvement Plans
Cannon will review street improvement plans, utilizing
the City's street improvement plan guidelines, provide
comments and recommend for approval. We will
check for compliance with City adopted standard
drawings, specifications, ADA standards, and
applicable regulations using Cannon’s in-house plan
check list or as provided by City staff. Services will
include initial and subsequent reviews, full or partial plan review services, interaction with the City and
recommendations to the City staff for final approval.

To confirm adequate document preparation, we will
attend project status meetings with the City staff (upon request) and with others as required to discuss status
and/or details of the project.

We will verify code compliance of street geometrics,
typical sections showing cross slopes, centerline,
right-of-way, dimensions and applicable construction
notes, verify minimum/maximum street profile
grades, grade breaks, vertical curve info, review
street profiles of centerline, left and right curbs,
confirm AC/AB pavement structural section complies
with City standard and/or geotechnical report
recommendations, station/elevations at key locations,
curb ramp details, driveway details, working design
sections, proposed drainage devices such as catch
basins with local depressions, and review “join”
conditions at limits of work. For any work within
Caltrans Right-of-Way (intersecting Interstate 5 and
State Routes 55 and 22), we will verify compliance
with the Caltrans Standard Plans and Standard
Specifications.

Grading Plans
Cannon will review rough grading plans for substantial
conformance to the approved documents from the
entitlement process, including but not limited to
tentative map, drainage concepts (hydrology and
hydraulics), and preliminary WQMP.

Review of precise grading plans consists of
verification of detailed finish grade elevations to show drainage patterns, flow lines for lot drainage, proposed paving, and that grading plans are signed and sealed
by a registered civil engineer. The review may include
identifying previous preliminary grading permits issued for the project site.

Hydrology Studies and Hydraulics
Calculations
Cannon will provide preliminary design review of
hydrology/hydraulics technical reports for proposed
private development projects and attend City design
review meetings as necessary. Cannon will apply our
current plan check experience on drainage projects
with the City’s specific requirements, such as 1)
verifying the new site development will not place
additional stress on the existing drainage system, 2)
verify storm frequency of 100 years will not exceed
the ultimate street right-of-way and 3) sump conditions will carry a 100-year storm frequency and have a
secondary “emergency overflow” outlet. Additionally,
we will verify the proposed finished floor elevation of residential buildings are minimum of one foot higher
than 100-year flood.

Water Quality Management Plans
Cannon will review the WQMP Report submittals to
confirm compliance with the 2011 Orange County
Model WQMP, the 2013 Orange County Technical
Guidance Document (TGD) and local jurisdictional
runoff management program. Our review of each
WQMP submittal will consist of identifying the process
that Permittees will employ for developing a Water
Quality Management Plan for new development and
significant redevelopment projects.

We review each project proponent to implement a
program that requires structural Best Management
Practices (BMPs) on Priority Development Projects
to be designed, constructed, and maintained to
remove pollutants in storm water to meet the criteria
set forth in the TGD, and existing Hydromodification
Management Plan (HMP).

On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 232 Cannon 7/16/2024 15 Our review will include the following:
• Verify accuracy of project address, description,
site information, the owner’s information, or the
person for signing the certification of ownership.
• Verify the condition of approval is addressed in the
proposed WQMP Report.
• Confirm if Hydrologic Condition of Concern
(HCOC) exists and verify the receiving waters.
• Verify the Potential Stormwater Pollutants on the
project.
• Verify low-impact-development (LID) best
management practices (BMP) selection and
project conformance analysis.
• Conform LID BMPs follow the hierarchy of
infiltration, evapotranspiration, harvest/re-use, and
biotreatment.
• Verify that non-structural and structural source
control BMPs are incorporated in the report and
onto WQMP Site Plan.
• Verify if project qualifies for Water Quality Credits. • Confirm that BMP inspection and maintenance
schedule are listed, and the responsible party and
the minimum frequency of activities are tabulated
in the report.
• Confirm the that Operations and Maintenance
Plan is prepared and included
• Verify the final submittal for recordation of WQMP
Report includes necessary documents.

Geotechnical Reports
LOR Geotechnical Group, Inc. (LOR), will provide the
following scope items:
• Review geotechnical plans, and/or reports
prepared by others and submitted to the City.
• Generate geotechnical review comments based
on current City, County, and/or State standards.
• Prepare written comments or approvals by a state
licensed Geotechnical Engineer.

Land Surveying, Legal Description of
Dedication and Final Map Plan Check
Cannon’s Survey Team is experienced in
processing and reviewing tract and parcel maps,
legal descriptions for easements, dedications,
abandonments, and lot line adjustments. Cannon
will review provided title reports and documents,
and research previously filed maps in the area of the
applicant’s submittal for existing conditions to be taken into consideration by the applicant. The application will be reviewed for technical correctness and standard
of care. Drafting standards will be reviewed for
compliance with Subdivision Map Act requirements
and clarity, along with survey calculations and spell
checking. Recommendations will be made on all of
the above in written format. Direct interaction with
the Applicant during the plan check process can
be helpful to ensure a timely plan check review. We
encourage the city to consider authorizing such
coordination.

Landscape Architectural and Irrigation
Our team will review landscape and irrigation plans,
which include water use calculations, to confirm the
plan is prepared by a licensed landscape architect,
includes an irrigation system layout with the location
of controllers and points of connection with data
on valve sizes and gallons per minute (GPM), the
size and location of sleeves and all spray heads,
including the location of conventional systems and
drip systems; an irrigation legend with complete
specifications; irrigation notes and construction details of all assemblies and components; a recommended
irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans
that will present information clearly and accurately. We will review that the landscape plan includes a Plant
Legend containing; plant symbol, scientific name of
plant material, common name of plant material, plant
container size, and plant spacing. We will confirm
that proposed landscaping shall be compliant with the
City of Santa Ana’s Landscape Water Conservation
Ordinance Chapter 41, Article XVI of the Santa Ana
Municipal Code and Water Efficient Landscape
(“Guidelines”) Appendix A.

On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 233 Cannon 7/16/2024 16 Environmental
ECORP will provided the following environmental
scope items:
• Review project plans, specifications,
environmental documentation, and relevant
permits to understand the proposed development's
scope and potential environmental impacts.
• Confirm compliance with local, state, and federal
environmental regulations, including, but not
limited to, the California Environmental Quality
Act (CEQA), Clean Water Act (CWA), Endangered
Species Act (ESA), and air quality regulations.
• Provide an environmental plan check report
documenting findings, mitigation measures, and
recommended conditions of approval.
• Confirm plans and specifications align with the
City's commitment to sustainable development
and environmental stewardship, aiming to protect
natural resources.

Transportation/Traffic Studies
We will verify conformance to specific circulation
plans, including transportation management plans,
master plans of streets and highways, general
circulation plans and coordination of these plans
with those developed by metropolitan planning
organizations.

Signing and Striping and Traffic Signal
Plans
Cannon will verify conformance with applicable traffic
engineering design standards, such as California
MUTCD, Caltrans Traffic Manual, Caltrans Highway
Design Manual, American Association of State
Highway, Work Area Traffic Control Manual, and
National Association of City Transportation Officials
Bikeway Design guide for bicycle facilities.

Our review will also assess various Intelligent
Transportation System (ITS) component designs
(including changeable message signs, closed circuit
television, etc.), traffic safety studies, speed zone
surveys, “red light” camera investigations, parking
studies, demonstration projects, bicycle studies
and facilities design, transit studies, truck studies,
traffic studies for new development, and traffic signal coordination timing development.

We will verify that striping construction notes are
referencing the appropriate Caltrans Standard Plans
A20A through A20G for striping and A24A through
A24H for pavement markings. We will also verify other
traffic related items meet minimum standards, such as
lane widths, taper lengths, sign placement, crosswalk
width, etc.

Street Lighting Plans
Cannon will provide plans review for street lighting and voltage drop calculations in compliance with the City's Lighting Standards. Work will include public street
lighting plan checking and voltage drop calculation
services in the City. There will be coordination
with client and utility consultant to verify electrical service pedestal locations and street light standard
specification.

Voltage drop calculation services will include verifying voltage drop for branch circuits and adequate wire and
conduit sizing for the street lighting project. Plan check requirements, specific City design guidelines for street lighting and conformance of current electrical, state,
and jurisdictional standards/codes will be verified.

On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 234 Cannon 7/16/2024 17 City issues
approved grading
permit
Workflow Chart
City of Santa Ana
Assigns Project
Cannon Plan
Checker Reviews
WPR process is
completed
Cannon Logs
in Systems
If no further comments
recommend for
permit approval
If changes
are required:
repeat review process
Quality Assurance / Quality Control
Program
Cannon has earned a strong reputation for product
delivery and professional service. We have built and
continue to develop internal control processes that
incorporate peer review and progress reporting to
help projects meet established design and review
guidelines, remain within budget, and stay on
schedule. We take a proactive approach to project
management, with an emphasis on project and review
process familiarity, open communication, quality
and cost control, and project scheduling. Processes
include a Work Product Review (WPR) Program,
project “Look Backs,” Project Progress Reviews, plan
check checklists, and an Earned Value Analysis (EVA)
program.

In addition, we employ cost savings strategies that
have been effective in managing projects for public
and private industry clients. These strategies may
include: cost benefit analysis and value engineering
reviews; alternative technologies review or innovative
approach analysis; and the use of plan check review
control logs.

Our work-flow incorporates quality review processes
to confirm compliance with standards, and that our
engineering services are accurate, efficient, and fully meet our clients’ expectations. We place an emphasis
on “getting it right the first time.”
Deliverables
We recognize the importance of providing accurate,
detailed, and high-quality deliverables. It is critical that plan check redlines and the comment letter clearly
illustrate the necessary information to produce a
successful project. Many of our Cannon design staff
have also worked in our Construction Management
Department, gaining meaningful insight on the
importance of well-defined plans, specifications, and
bid item quantities. Our Project “Look Backs” are
not only conducted from the designer perspective,
but also from our managers perspective, to further
develop our design team’s accuracy in work products.

We have illustrated our plan check work-flow process
below.

Schedule
We will comply with the guidelines stated in
Attachment 1 of the RFP, confirming the initial plan
review will be completed within a maximum of four
weeks, followed by a two-week period for the second
review, and a one-week turnaround time for further
reviews, if necessary.

On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 235 Cannon 7/16/2024 18 Attachments
Key Personnel Resumes
3-1: Non-Collusion Affidavit
3-2: Non-Lobbying Certification
3-3: Non-Discrimination Certification
3-4: Fleet Compliance Certification
City Council 15 – 236 7/16/2024
Mr. Solsona has 22 years of civil engineering experience with on-call contracts for public works, consisting of plan check and map check assignments, civil engineering design, award-winning roadway widening, street rehabilitation and intersection improvements, sound wall and retaining wall design, and preparation of traffic control plans and project study reports. He is recognized in the industry as an ADA design specialist. His proactive approach is carried out seamlessly through project management, engineering design development, and construction support services to public agencies throughout Southern California.

Mr. Solsona has a proven track record in providing innovative, cost-saving, and sustainable solutions (such as alternative pavement rehabilitation methods, including full depth reclamation and cold-in-place recycling) on numerous street improvement projects for major arterials and residential streets.

Select Relevant Experience
• City of Santa Ana Development Plan Check Services, Santa Ana, California
• City of Fullerton Private Development Plan Check Services, Fullerton, California
• City of Chino Development Plan Check and Map Check Services, Chino, California
• City of Lancaster Permit Plan Check Services, Lancaster, California • City of Huntington Beach, Plan Check Services, Huntington Beach, California
• City of El Monte As-Needed Plan Check Services, El Monte, California Professional Registration
• Civil Engineer, California,
No. 68420
• Qualified SWPPP
Developer – Practitioner
#234666
Education
• Bachelor of Science, Civil
Engineering, California
State Polytechnic
University, Pomona,
California
Professional Affiliations
• Member – ASCE, ACEC
and APWA
• Past Board Member
– Filipino American
Society of Architects and
Engineers
Office: Irvine, California
Gary Solsona has led our General Civil Plan Check team to successfully complete more than 700 general civil plan check and subdivision map check assignments over the past two years.

Gary Solsona, PE, QSD Point-of-Contact / Senior Project Manager On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 237 Cannon 7/16/2024 Licenses and Certifications
• Professional Civil Engineer,
California No. 68211
Education
• Bachelor of Science, Civil
Engineering, West Virginia
University, West Virginia
• U.S. Army Corp of
Engineers Contractor Health
and Safety – Construction
Safety Hazard Awareness
EM 385 1-1 and OSHA 30
Hours
Office: Irvine, California
Jay Kanani, PE Grading/Hydrology/WQMP
Mr. Kanani has more than 28 years of experience as a senior civil engineer providing general plan check services, design and QA/QC for capital improvement and various residential and commercial land development projects. He confirms compliance with Department of Public Works/Engineering standards and design policies, as well as conditions of approval for development projects. Mr. Kanani has four years of experience working in the public sector and has provided plan check services of grading plans and WQMPs. His experience includes storm drain, sanitary sewer, water system, open channel, and FEMA detention basin and flood study.

Select Relevant Experience
• City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California
• City of Chino Development Plan Check and Map Check Services, Chino, California
• City of Diamond Bar Plan Check, Map Check, and Inspection Services, Diamond Bar, California
• City of El Monte As-Needed Plan Check Services, El Monte, California • City of Corona Plan Check Services, Corona, California Licenses and Certifications
• Professional Civil Engineer,
California No. 48353
Education
• Bachelor of Science, Civil
Engineering, University
of Oklahoma, Oklahoma /
Advanced Concrete Design
/ Advanced Hydrology
Office: Irvine, California
Bijan Yazdani, PE Grading/Street Improvement Plans
Mr. Yazdani has more than 35 years of experience as a senior civil engineer providing QA/QC and general plan check services for capital improvement and land development projects to confirm adherence to the Departments of Public Works/Engineering standards and design policies and conditions of approval for development projects. Mr. Yazdani’s project experience includes roadway design, drainage design, right-of-way, grading plans, storm drain plans, street improvement plans, signing and striping plans, and water and sewer plans as well as checking of tract and parcel maps, lot line adjustments, and easement documents.

Select Relevant Experience
• City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California
• City of Chino Development Plan Check and Map Services, Chino, California • City of Lancaster Permit Plan Check Services, Lancaster, California • City of Diamond Bar Plan Check, Map Check, and Inspection Services, Diamond Bar, California
• City of El Monte As-Needed Plan Check Services, El Monte, California • City of Menifee Civil Plan Check Services, Menifee, California On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 238 Cannon 7/16/2024 Ned Reynolds, PLS Survey and Map Checks
Mr. Reynolds brings more than 35 years of experience in the surveying field working with a variety of survey equipment such as manual and robotic total stations, static, RTK, and network GPS. As a land surveyor, he has served in the field and office on numerous public infrastructures, land development, industrial, residential, and commercial construction projects.

As a mapping specialist his responsibilities include directing field crews, establishing boundaries and annotation using AutoCAD Civil 3d for Subdivision, Record of Survey and ALTA Survey. He prepares Tract Maps, Lot Line Adjustments, Legal Descriptions for Easement Deeds, and Certificates of Correction and Condominium Plans.

Select Relevant Experience
• Alta Survey, followed by Tract No. 17747, Lighthouse project for Taylor Morrison, City of Costa Mesa, California
• Field surveying, boundary resolution, and topographic surveying Tract Nos. 77096 and 77097, Edgewood project for City Ventures Homebuilding, City of Long Beach, California
• Field surveying, boundary resolution, and topographic surveying for an ALTA survey followed by Lot Line Adjustment No. LL 0000795 and Tract No. 19021, Nolin project on Lincoln Avenue (East of Beach Blvd.) for Landsea Homes, City of Anaheim, California
Professional Registration
• Registered Civil Engineer,
California, No. 34996
• Registered Geotechnical
Engineer, California,
No. 2030
Education
• Bachelor of Science, Civil
Engineering, Cal State
University at Northridge,
California
Office: Riverside, California
John Leuer, PE, GE Geotechnical Review
Mr. Leuer has over 35 years of professional experience in the geotechnical and civil engineering field. In this time, Mr. Leuer has developed an extensive knowledge of the many technical considerations involved in construction in the southern California area. Mr. Leuer is highly experienced in each aspect of soil and foundation engineering for a wide variety of projects ranging from multistory commercial and industrial structures to several thousand acre planned community developments. Mr. Leuer has substantial experience coordinating projects for many city, county, and state agencies as well as in the public sector, gaining a reputation for being responsive to clients needs while providing strong technical expertise.

Select Relevant Experience
• City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California
• City of Chino Development Plan Check and Map Check Services, Chino, California
• City of El Monte As-Needed Plan Check Services, El Monte, California Professional Registration
• Professional Land
Surveyor, California, No.
7725
Professional Affiliations
• California Land
Surveyors Association –
State Chapter
Softward Skills
• AutoCAD (Civil 3D, Map)
• Trimble Business Center
• Trimble Access
• Legal-Aid
Office: Irvine, California
On-Call Engineering Plan Check Services RFP #24-035 City Council 15 – 239 Cannon 7/16/2024 On-Call Engineering Plan Check Services RFP #24-035 Cannon Jesus “Freddie” Olmos Environmental
Mr. Olmos’ professional experience involves CEQA and NEPA analysis and document preparation for government agencies and private clients. He has prepared and managed a variety of environmental documents, including Initial Studies/Mitigated Negative Declarations (IS/MNDs), Environmental Impact Reports (EIRs), Environmental Impact Statements (EISs), Environmental Assessments (EAs), and Findings of No Significant Impact (FONSIs), including Addendum CEQA/NEPA documentation. While his experience focuses on environmental report writing and permit preparation, he also has experience with biological resources monitoring and surveying for public facilities construction and research projects.

Select Project Experience Summary
• On-Call Environmental Services, City of Costa Mesa, Costa Mesa, California
• Santa Ana River Trunk Sewer Replacement (SARTS) Project, Riverside, California
• Modjeska Park Underground Stormwater Detention and Infiltration System Project, Anaheim, California
• Environmental Permitting and CEQA Document Processing Services, Multiple Counties, Golden State Water Company, California • On-Call Environmental Services, Riverside County Flood Control and Water Conservation District, Riverside, California
Licenses & Certifications
• Advanced NEPA Workshop,
National Association
of Environmental
Professionals, 2020
• Caltrans Environmental
Compliance Training
Course
Education
• Bachelor of Arts,
Environmental Analysis
and Design, with a Minor
in Urban and Regional
Planning, University of
California, Irvine
Arthur Guy, ASLA, CLIA
Landscape Architecture and Irrigation
Professional Registration
• Registered Landscape
Architect, California, No.
2214
Education
• Bachelor of Science,
Landscape Architecture
Professional Affiliations
• American Society of
Landscape Architects, Full
Member
Arthur Guy has over 40 years of landscape architecture and irrigation design experience; the previous 20 years as Principal with BGB. Mr. Guy directs a comprehensive approach to irrigation design the firm and serves as the technical liaison pertaining to water management issues which arise during the planning, design, and implementation phases of projects. Mr. Guy’s knowledge of horticulture extends from high desert to tropical bioregions, enabling him to effectively design planting and irrigation systems appropriate to individual environmental requirements. Additionally, Mr. Guy provides landscape and irrigation plan check services relating to the City of Rancho Santa Margarita’s Water Conservation Landscape Ordinance. Recent projects include a onemile Class I Bike Trail, “Smart Street” improvement project for N. El Camino Real, City of San Clemente, and as an on-call consultant for the City of Newport Beach; median / parkway renovation projects for a one-mile reach of West PCH and a turf replacement median project along Jamboree Blvd.

Currently, BGB is an on-call consultant for the City of Gardena involved in park renovation master planning for the city.

City Council 15 – 240 7/16/2024
On-Call Engineering Plan Check Services RFP #24-035 Cannon Gene Kim, PE, TE Traffic Review
Mr. Gene Kim, PE, TE is a licensed Civil and Traffic Engineer in the State of California with over 16 years of traffic engineering experience in both private and public agencies. Most recently, he served a 7-year tenure as a public agency City Traffic Engineer where he was involved in various aspects of the traffic engineering field including municipal and community engineering and outreach, engineering design/ analysis, consultant staff oversight, CIP project management, traffic engineering and transportation planning plan check and study review, and administrative involvement in the Public Works Commission and City Council. He also has design-build experience (MOT design and traffic analysis lead) that he gained while working on the SR-91 Corridor Improvement Design Build project.

Select Relevant Experience
• City of Beaumont Beaumont Avenue Traffic Signal Mod Projects • City of Beaumont Transportation Planning and Engineering Review • Pacific Square Mixed-use Project Engineering Design, San Gabriel Professional Registration
• Registered Civil
Engineer, CA, No.

C83175
• Registered Traffic
Engineer, CA, No.

TR2684
Professional Affiliations
• Bachelor of Science, Civil
Engineering
City Council 15 – 241 7/16/2024
City Council 15 – 242 7/16/2024
Cannon Corporation
Gary Solsona, PE, QSD
April 9, 2024
Public Works Manager
City Council 15 – 243 7/16/2024
City Council 15 – 244 7/16/2024
Public Works Manager
Cannon Corporation
April 9, 2024
City Council 15 – 245 7/16/2024
Cannon Corporation
Gary Solsona, PE, QSD
Public Works Manager
April 9, 2024
City Council 15 – 246 7/16/2024
Cannon’s vehicles are California DMV Certified and Smog Tested. Cannon’s vehicles do not use diesel.

Gary Solsona, PE, QSD
Public Works Manager/Senior Project Manager
16842 Von Karman Avenue, Suite 150
Irvine, CA 92606
( 949.777.1580, * [email protected]
Larry P. Kraemer, PE
Director, Public Infrastructure
1050 Southwood Drive
San Luis Obispo, CA 93401
( 805.503.4542, * [email protected]
City Council 15 – 247 7/16/2024
City of Santa Ana
RFP No. 24-035
On-Call Engineering Plan Check Services

PROPOSER FEE RATE SCHEDULE
Cannon
April 9, 2024
Title Billing Rate ($/hr)
Street Improvement Plan $130-$170
Grading Plan $130-$170
Water Quality Management Plan (WQMP) $130-$190
Geotechnical Report $160-$210
Land Surveying Documents $180-$220
Legal Description of Dedication $180-$220
Landscape Irrigation Plans* $130-$220
Environmental Documents* $160-$270
Transportation/Traffic Studies* $140-$260
Signing and Striping Plans $120-$160
Traffic Signal Plans* $140-$260
Street Lighting Plans $130-$170
Miscellaneous Plan Check $130-$170
*Note: includes Cannon’s 10% markup on subconsultant reviews

EXHIBIT C - FEE PROPOSAL
City Council 15 – 248 7/16/2024
2023/2024 Fee Schedule
Bill Rate Ranges
Subject to change
Assistant Resident Engineer $ 150 - $ 197 Project Designer $ 122 - $ 169 Associate Engineer $ 168 - $ 230 Project Engineer $ 151 - $ 199 Associate Land Surveyor $ 205 $ 223 Resident Engineer $ 191 - $ 235 Associate Landscape Architect $ 169 - $ 204 Sr. Associate Architect $ 209 $ 249 Automation Specialist $ 157 - $ 200 Sr. Associate Engineer $ 173 - $ 265 Automation Technician $ 121 - $ 142 Sr. Automation Specialist $ 172 - $ 213 CAD Tech $ 101 - $ 136 Sr. Automation Technician $ 142 - $ 180 CAD Manager $ 128 - $ 159 Sr. CAD Tech $ 113 - $ 145
Construction Inspector I - III $ 119 - $ 191 Sr. Consultant / Principal-in-Charge $ 266 - $ 333 Design Engineer $ 139 - $ 184 Sr. Land Surveyor $ 203 - $ 263 Director/ Department Manager $ 200 - $ 297 Sr. Landscape Architect $ 183 - $ 221 Dry Utilities Coordinator I - II $ 165 - $ 190 Sr. Plan Check Engineer $ 172 $ 217 Engineer Tech $ 110 - $ 144 Sr. Principal Designer $ 139 - $ 212 Engineering Assistant I - II $ 113 - $ 139 Sr. Principal Engineer $ 210 - $ 305 Grant Funding Manager I - II $ 151 - $ 204 Sr. Project Designer $ 122 - $ 182 I&E Services Coordinator $ 108 - $ 138 Sr. Project Engineer $ 157 - $ 215 Information Systems Admin/Manager $ 128 - $ 159 Sr. Resident Engineer $ 196 - $ 246 Land Surveyor $ 187 - $ 225 Survey Assistant $ 113 - $ 142 Landscape Architect $ 125 - $ 156 Survey Technician I - V $ 139 - $ 208 Landscape Designer I - II $ 103 - $ 142 Technical Writer I - IV $ 113 - $ 139 Lead Automation Specialist $ 167 - $ 209
Lead Automation Technician $ 127 - $ 164 Survey Crew Rates - Regular Lead Designer $ 133 - $ 175 One-Man Field $ 207 $ 222
Office Engineer / Document Control I-III $ 114 - $ 164 Two-Man Field $ 289 $ 304 Plan Check Engineer I - II $ 131 - $ 192 Three-Man Field $ 380 $ 395 Planner I - III $ 121 - $ 168 Two-Man - HDS $ 332 $ 347 Planning Assistant $ 98 - $ 138
Principal Automation Specialist $ 176 - $ 219 Survey Crew Rates - Prevailing Wage Principal Designer $ 127 - $ 189 One-Man Field $ 255 $ 271 Principal Engineer $ 198 - $ 277 Two-Man Field $ 367 $ 389 Three-Man Field $ 523 $ 539
Other Direct Charges
Black Line Plots $2.00 per page Electrical - Prevailing Wage Outside Reproduction Cost + 15% Electrician $ 197 $ 240 Mylar Plots $12.00 per sheet
Automation & Electrical Materials Cost + 25% (+tax) Building and Construction Inspector - Prevailing Wage Subconsultant Fees Cost + 10% BCI Construction Inspector $ 160 $ 190 Technology Fee $30/Day Forensics Engineering / Expert Testimony Fee Schedule Available Upon Request.

Color Plots $5.00 per page
Travel and Related Subsistence Cost + 15%
Standard Mileage Rate IRS Rate per mile
Airplane Mileage Rate GSA Rate per mile
(effective 10/1/2023)
Expenses, such as special equipment, shipping costs, travel other than by automobile, parking expenses, and permit fees will be billed at the actual cost plus 15%.

If the client requests, or the client’s schedule requires work to be done on an overtime basis, a multiplier of 1.5 will be applied to the stated rates for weekdays for daily hours in excess of 8 as well as weekends, and a multiplier of 2.0 for daily hours in excess of 12 and holidays. If the client requests field services to be provided outside of normal working hours, a multiplier of 1.5 will be applied to the stated rates. For prevailing wage projects, if the client requests field services to be provided on any given Sunday, a multiplier of 2.0 will be applied to the stated rates; on or around an observed holiday, other rates may be applied. Survey Crews and Automation Field staff are billed portal to portal. A minimum charge of four hours will be charged for any Automation Field Service calls outside of normal working hours. The stated rates are subject to change, typically on an annual basis.

City Council 15 – 249 7/16/2024
CITY OF SANTA ANA RFP 24-001 HOURLY SERVICES SCHEDULE
Principal: $180.00/hr.

Sr. Project Manager: $140.00/hr.

Landscape Architect: $140.00/hr.

Senior Landscape Designer: $120.00/hr.

Associate Landscape Designer: $100.00/hr.

Office Staff $ 75.00/hr.
• The City would normally not be billed overtime rates for BGB staff time during normal business hours.
• Weekend / Emergency rates outside of normal business hours would be billed at 1.5 times the standard billing rate.
• Reproduction and other approved reimbursable expenses will be billed at cost plus 10% overhead.
• No mileage reimbursement is requested as a part of this proposal. • The current rates will be valid until January 24, 2027.

City Council 15 – 250 7/16/2024
www.ecorpconsulting.com

FEE SCHEDULE FOR PROFESSIONAL SERVICES
ECORP Consulting, Inc. – 2024 Rates1
Principal V........................................................................................................................................ $400 Principal IV....................................................................................................................................... $335 Principal III ....................................................................................................................................... $285 Principal II ........................................................................................................................................ $245 Principal I ......................................................................................................................................... $230 Professional XI.................................................................................................................................. $245 Professional X................................................................................................................................... $225 Professional IX.................................................................................................................................. $205 Professional VIII................................................................................................................................ $190 Professional VII................................................................................................................................. $175 Professional VI.................................................................................................................................. $165 Professional V................................................................................................................................... $155 Professional IV.................................................................................................................................. $145 Professional III.................................................................................................................................. $135 Professional II................................................................................................................................... $125 Professional I.................................................................................................................................... $115 Technician IV.................................................................................................................................... $110 Technician III .................................................................................................................................... $105 Technician II ....................................................................................................................................... $95 Technician I ........................................................................................................................................ $85 Project Admin III............................................................................................................................... $125 Project Admin II................................................................................................................................ $105 Project Admin I................................................................................................................................... $95 1 Technical and Professional classifications include biologists, regulatory permitting specialists, archaeologists, architectural historians, paleontologists, air quality/greenhouse gas specialists, noise specialists, planners, CEQA/NEPA specialists, UAS pilots, and other technical professionals.

Expense Reimbursement/Other:

1. Computers, facsimile, and telephone are included in the billing rates, and there is no additional charge.

2. Reproduction, equipment and other direct expenses are reimbursed at cost plus a 14% administrative handling charge (excluding mileage).

3. The hourly rates for Subconsultants will be billed at the hourly rate indicated, plus a 12% administrative handling charge.

4. Mileage will be billed at the current IRS rate, adjusted annually.

5. Per Diem, depending upon location, may be charged where overnight stays are required.

6. Expert Witness Testimony, including Depositions, is billed at time and a half.

7. Non-standard invoicing will be billed at the hourly rates for support personnel.

City Council 15 – 251 7/16/2024
9841 Irvine Center Drive, Suite 200 | Irvine, California 92618 | t: (949) 878-3509 www.tjwengineering.com
TJW ENGINEERING, INC.

STANDARD COMPENSATION SCHEDULE
(Effective January 2024)
Classification Hourly Rate
Principal $260.00
Principal Traffic Engineer/Planner $235.00
Senior Engineer/Planner $175.00 - $200.00
Project Engineer/Planner $125.00 - $175.00
Asst. Project Engineer/Planner $100.00 - $150.00
Technician $100.00 - $125.00
Administration $85.00 - $125.00
Aide $65.00 - $85.00

GENERAL PROVISIONS OF AGREEMENT

1. The above schedule is for straight time. Overtime will be charged at 1.5 times the standard hourly rate. Hourly rates apply to work time as well as travel time and waiting time, which occur at meetings and public hearings.

2. Unless otherwise stated in the contract, project-related travel, reproduction, and supply costs are billed at cost. Mileage will be billed at prevailing standard mileage rate as determined by the IRS.

Subcontractors and other project-related expenses will be billed at cost plus 15%.

3. Unless otherwise stated in the contract, invoice will be submitted monthly for work in progress and/or upon completion of TJW Engineering’s (TJW) scope of work. Progress invoices are payable within 30 days of the invoice date or upon completion of the scope of work. Any unpaid invoice after 30 days shall incur a late fee service charge of the maximum interest rate allowed by law or two (2) percent per month whichever is less.

4. Client hereby agrees that the balance in a billing statement is correct and binding unless the client notifies the consultant in writing within fifteen (15) days of the date of billing and informs consultant of the alleged incorrect item.

5. All documents produced as a result of this agreement may be used by TJW Engineering (TJW) without consent from the client.

6. TJW makes no warranty as to its findings except that the work is performed using generally accepted methods.

7. Unless otherwise stated in the contract, the client agrees to limit TJW’s liability to the client, due to professional negligent acts, errors, or omissions by the consultant, to the consultant’s fee.

8. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and Judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof.

City Council 15 – 252 7/16/2024

FEE SCHEDULE
OCTOBER 2023

SERVICES
Geotechnical Engineering
LORGeotechnicalGroup,Inc.providesgeotechnicalengineeringservices,including: preliminarygeotechnical investigations, foundation investigations, percolation feasibility investigations, liquefaction evaluation investigations, as well as grading observation materials testing services.

Geological
LORGeotechnicalGroup,Inc.providesgeologicalservices,engineeringgeologyinvestigations, seismicsetting studies, slopestabilityinvestigations,liquefactionsusceptibilityinvestigations,hydrology/waterresourcestudies, and bedrock rippability evaluations.

Environmental
LOR Geotechnical Group, Inc. provides, environmental site assessments, underground storage tank investigationsandremediationinvestigations,groundwater monitoringsystems, soilandgroundwater sampling and analysis, and environmental studies for property transfers.

All costs for Geotechnical Engineering, Geological, and Environmental Services are based on the site and investigative parameters requested.

FEES
The hourly personnel charges and laboratory test unit rates are as follows:

Personnel Charges-Hourly
Principal Engineer.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $330.00 Project Engineer/Geologist. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $180.00 Staff Engineer/Geologist. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $155.00 Soil Technician/Deputy Inspector (Field or Laboratory)
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . $115.00 Soil Technician/Deputy Inspector (Prevailing Wage)
1, 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . $145.00 Soil Technician/Deputy Inspector (CBA)
1, 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $155.00 Traffic Control (Prevailing Wage) 1, 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135.00 Drafting.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $105.00 Clerical. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90.00 Laboratory Testing Charges - Unit Costs
CT 202: Sieve Analysis (Soil). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120.00 CT 202: Sieve Analysis (Aggregate). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $155.00 CT 202: #200 Sieve Wash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00 CT 205: Crushed Particle Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $155.00 CT 206 Specific Gravity + Absorption of Coarse Aggregate. . . . . . . . . . . . . . . . . . . . . . . . . $125.00 CT 207: Specific Gravity + Absorption of Fine Aggregate.. . . . . . . . . . . . . . . . . . . . . . . . . . $165.00 CT 211: LA Rattler. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275.00 CT 213: Organic Impurities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90.00 CT 217: Sand Equivalent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $130.00 CT 217: Sand Equivalent -QC.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145.00 CT 226: Moisture Content.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.00 CT 227: Cleanness Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145.00 CT 229: Durability Index Fine/Coarse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $285.00 CT 235: Percentage of Flat and Elongated Particles in Coarse Aggregate. . . . . . . . . . . . . $110.00 CT 301: R-Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $385.00 CT 305: Swell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110.00 City Council 15 – 253 7/16/2024
CT 307: Moisture Vapor Susceptibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $195.00 CT 308 & CT 366: Asphalt Concrete Density & Stability/Rubberized. . . . . . . . . . . $240.00/$295.00 CT 308: Asphalt Concrete Density/Rubberized.. . . . . . . . . . . . . . . . . . . . . . . . . . . $145.00/$210.00 CT 309: Asphalt Concrete Theoretical Maximum Density .. . . . . . . . . . . . . . . . . . . . . . . . . . $195.00 CT 329: Asphalt Moisture .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.00 CT 366: Asphalt Concrete Stability/Rubberized. . . . . . . . . . . . . . . . . . . . . . . . . . . $220.00/$275.00 CT 382: Asphalt Extraction & Gradation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $285.00 CT 382: Slurry Extraction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $175.00 CT 521: Concrete Cylinder Compressive Strength. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40.00 CT 523: Beam Cylinder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $85.00 Concrete & Beam Cylinder Hold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.00 ASTM D6913/7928: Mechanical Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $240.00 ASTM D1557: (Modified)/ ASTM D698: (Standard) Proctor (4"). . . . . . . . . . . . . . . . . . . . . . $210.00 ASTM D1557: (Modified)/ ASTM D698: Proctor (6" or Cal-216). . . . . . . . . . . . . . . . . . . . . . $240.00 ASTM D2434: Permeability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $440.00 ASTM D2435: Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265.00 ASTM D5333: Collapse Potential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $220.00 ASTM D2216: Moisture Content. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.00 ASTM D221/D2937: Moisture/Unit Weight (Ring). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45.00 ASTM D2974: Organic Matter Test. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 ASTM D4318: Atterberg Limits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $240.00 ASTM D4829: Expansion Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210.00 ASTM D3080: Direct Shear.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $295.00 CT 3910 Wet Track Abrasion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $180.00 Soluble Sulfate: (Test Kit SF-1).. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90.00 1 10% field supervision and equipment/vehicle charge will be added to all field services. 2Rate based on current State determined prevailing wage rates as of the date of this document. Adjustments to our rates may be necessary based on the actual State determined prevailing wage rates at the time of our work.

TERMS
Reimbursable Expenses
Outsideservicesperformedbyothersanddirect costsexpended on the client's behalf are charged at costplus twenty percent. These expenses include rental of drill rigs, bulldozers, backhoes, travel and subsistence, permits, reproduction costs, etc.

Travel Time
Traveltimerequiredtoprovideprofessionalortechnical serviceswillbechargedattheappropriatehourlyrates.

Overtime
An overtime rate of 1.5 times the standard rate will be used fortimeinexcessof8hoursper dayandSaturdays.

An overtime rate of 2.0 times the standard rate will be added for work on Sundays, official company holidays, and on all work in excess of 12 hours per day.

Prepayments
Aretainer of fifty percent of the total fee is required for all field studies. The balance of the fee must be paid at the time the report is released to the client.

Billing
Billings will be provided periodically and will be classified by fee categories set forth above or as given by proposal.

Terms of Payment
Invoices rendered for professional services are due upon presentation. A service charge of 1.5 percent, per month, may be charged on accounts not paid within thirty days to cover additional processing and carrying costs. Any attorney's fees or other costs incurred in collectinganydelinquentaccountwillbe paid by the client.

City Council 15 – 254 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Automated Metering Infrastructure Project

AGENDA TITLE
Appropriation Adjustment and Amendment to the Agreement with Aqua-Metric Sales Company to Add Funds to the Automated Metering Infrastructure Project (Project No. 16-6460) (Non-General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment to recognize $15,000,000 of prior-year fund balance in the Public Works Water Revenue, Prior Year Carryforward and Water Utility Capital, Transfer from Fund 060 revenue accounts, and appropriate to the Water – Interfund Transfer, Transfer to Fund 066 and Water Utility Capital Projects, Water Capital Project expenditure accounts (Requires five affirmative votes).

2. Authorize the City Manager to execute a first amendment with Thirkettle Corporation, dba Aqua-Metric Sales Company, to increase the not-to-exceed amount by $6,000,000, including a contingency of $1,500,000, for a new not-toexceed amount of $35,683,230 (Agreement No. A-2024-XXX).

3. Approve an amendment to the Fiscal Year 2024-2025 Capital Improvement Program to include $15,000,000 in construction funds for the Automated Metering Infrastructure Project (Project No. 16-6460).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency oversees the daily operations and maintenance of the City’s water and sanitary sewer systems. The water system is comprised of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to the Metropolitan Water District. The system has an average daily demand of 30 million gallons from its roughly 45,150 metered service connections.

On November 17, 2020, Council approved an agreement for $29,683,230 with Thirkettle Corporation, dba Aqua-Metric Sales Company, for the delivery of the Automated Metering Infrastructure (AMI) Project. The AMI Project, which is currently underway, will City Council 16 – 1 7/16/2024
Automated Metering Infrastructure Project
July 16, 2024

Page 2 ends

replace or retrofit all of the existing, manually-read water meters in the City with smart meters capable of communicating water consumption and other system information to both the utility and the customer. Additional components of the AMI Project are the installation of communications equipment to receive water system data, billing software system upgrades, and other software integrations to allow for full utilization of available water data.

Due to the age and condition of the City’s water system infrastructure, especially appurtenances that house or control the delivery of water to meters, the AMI Project has incurred additional expenses in order to correct related deficiencies. Although staff anticipated some supplemental work would be needed and attempted to budget appropriately with both the contingency for the AMI Project’s master agreement, as well as with the use of third-party contractors, the amount of work and materials needed to make prudent repairs to the infrastructure has far exceeded initial projections. The requested amendment with Aqua-Metric (Exhibit 1) will add $6,000,000, including $1,500,000 in contingency, to cover already-determined expenditures, as well as establish a new contingency fund for future unknown costs related to the repair of the water system infrastructure.

Finding cost-effective solutions to maintain and improve the City’s water system infrastructure has been a priority for the Division. To date, the Division has been awarded $1,500,000 in grant funds from the Federal Bureau of Reclamation, $4,000,000 in grant funds from the California State Natural Resources Agency, and a $10,117,365 low-interest loan from the California State Water Resources Control Board for the AMI Project. However, due to the factors mentioned above, as well as rapid inflation driving up project-related material costs, additional funds are needed in order to complete the project as-intended. On June 4, 2024, the City Council approved the sale of Water Revenue Bonds to provide the capital needed to fund several Water Resources Division projects, including the AMI Project.

To date, only $25,894,948 has been appropriated to the project; the approval of the recommended actions will appropriate an additional $15,000,000 to the project for a total of $40,484,948, and amend the FY 24-25 CIP Plan (Exhibit 2). The additional funds will be used to cover the previously-mentioned increased costs incurred under the agreement with Aqua-Metric Sales Company, as well as allow for needed rehabilitation on the City’s water meter vaults and appurtenances.

Project Delivery
The estimated total project delivery costs include work being performed under the agreement with Aqua-Metric Sales Company, project management and software integration support services, as well as supplemental work to replace or rehabilitate aged water meter infrastructure.

City Council 16 – 2 7/16/2024
Automated Metering Infrastructure Project
July 16, 2024

Page 3 ends

As indicated in the Cost Analysis (Exhibit 3) and as summarized in the table below, the estimated total construction delivery cost of the project is $40,484,948.

Project Item Total
Construction Contract Bid Amount $35,683,230
Project Administration, Inspection, Testing $2,000,000
Contract Contingencies $2,801,718
Total Estimated Project Delivery Cost $40,484,948

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

FISCAL IMPACT
With the approval of the requested appropriation adjustment, a portion of the accumulated Water fund balance will be appropriated for spending in the Water Utility Capital Projects, Water Capital Project expenditure account (No. 06617647-66301). The spendable portion of the Water fund balance is estimated to be $40 million as of June 30, 2024, which includes the water bond proceeds, is sufficient to allow for the recommended appropriation of $15,000,000.

Approval of the requested agreement amendment with Thirkettle Corporation, dba Aqua-Metric Sales Company, will add $6,000,000, including $1,500,000 in contingency funds, to agreement A-2020-231, for a new agreement total not to exceed $35,683,230.

Funds are budgeted and available for expenditures for FY 2024-25 pending Carry Forward process and City Council approval. Any remaining balances not expended at the end of the current fiscal year will be presented to the City Council for approval to carry forward to FY 2025-26.

Fiscal
Year
Accounting UnitAccount No.
(Project No.)
Fund
Description
Accounting Unit,
Account Description
Amount
Original Project Budget
2024-25 06617647-66301
(16-6460)
Acquisition &
Construction
Water Utility Capital
Projects, Water Capital
Project
$25,484,948
Appropriation Adjustment
2024-25 06617647-66301
(16-6460)
Acquisition &
Construction
Water Utility Capital
Projects, Water Capital
Project
$15,000,000
City Council 16 – 3 7/16/2024
Automated Metering Infrastructure Project
July 16, 2024

Page 4 ends

Fiscal
Year
Accounting UnitAccount No.
(Project No.)
Fund
Description
Accounting Unit,
Account Description
Amount
Total:$40,484,948

EXHIBIT(S)

1. Agreement Amendment

2. CIP Worksheet

3. Cost Analysis
Submitted By: Nabil Saba, Executive Director of Public Works Approved By: Alvaro Nuñez, Acting City Manager
City Council 16 – 4 7/16/2024

Page 1 of 2 ends

FIRST AMENDMENT TO AGREEMENT WITH THIRKETTLE CORPORATION DBA

AQUA-METRIC SALES COMPANY
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on July 16, 2024, by and between Thirkettle Corporation, doing business as Aqua-Metric Sales Company (“Contractor”) and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On November 17, 2020, the parties entered into Agreement No. A-2020-231 (“Agreement”) to provide and install a fully functioning Advanced Metering Infrastructure (AMI)/ Meter Data Management (MDM) system, and related software and services. The total compensation under the Agreement was $29,683,229.61, which included $1.5 million as a contingency fund.

B. During the course of the Agreement, the age and condition of the City’s water system infrastructure has resulted in additional expenses beyond the anticipated scope of the original Agreement, requiring additional funds.

C. The parties now wish to amend the Compensation section in the Agreement to increase the total compensation under the Agreement by $6,000,000, including replenishment of the contingency fund ($1.5 million). No other changes are contemplated by this First Amendment.

The Parties therefore agree:

1. Section 2.a., Compensation, is amended to read as follows:

City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Parts, Material & Pricing - Appendix A. The total amount to be expended under this Agreement, including any contingency funds, shall not exceed $35,683,229.61 during the term of this Agreement, including any extension periods exercised under Section 3.

2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect.
[signature page follows]
EXHIBIT 1
City Council 16 – 5 7/16/2024

Page 2 of 2 ends

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

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________ JENNIFER L. HALL ALVARO NUÑEZ
City Clerk Acting City Manager

APPROVED AS TO FORM CONTRACTOR
Sonia R. Carvalho
City Attorney
By: ___________________________ _______________________________ Kyle Nellesen Tommy Thirkettle
Assistant City Attorney President/CEO

RECOMMENDED FOR APPROVAL
________________________________
Nabil Saba
Executive Director
Public Works Agency
Nabil Saba Digitally signed by Nabil Saba
Date: 2024.07.09 15:09:26
-07'00'
City Council 16 – 6 7/16/2024
CITY OF SANTA ANA FY 24/25CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Installation of automated metering infrastructure (AMI) communications equipment; replacement or retrofit of all water meters within the City with smart meters; AMI software integration and billing system upgrade.

PROJECT NEED:

Upgrade of City's water metering and billing system infrastructure.

PROJECT TITLE:

Automated Metering Infrastructure
PROJECT CATEGORY:

Utility/Drainage/Lighting
Improvements
Water Improvements

LOCATION MAP

CITYWIDE
AGENCY: DIVISION: CONTACT: DATE:

Public Works Water Resources Armando Fernandez, Senior Civil Engineer 24-Jun-2024 PROJECT COSTS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 Construction 15,000,000 - - - - - -
TOTAL 15,000,000 - - - - - -
SOURCE OF FUNDS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 WATER CAPITAL 15,000,000 - - - - - -
TOTAL 15,000,000 - - - - - -
City Council 16 – 7 7/16/2024
EXHIBIT 3
CONSTRUCTION OF PROJECT NO. 16-6460: AUTOMATED METERING

INFRASTRUCTURE
Construction contract – materials and installation (Aqua-Metric) $ 35,683,230.00 Project administration and support services $ 2,000,000.00 Construction – infrastructure replacement and rehabilitation $ 2,801,718.00 Total Project Delivery Cost $ 40,484,948.00
City Council 16 – 8 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: First Street Slope Stabilization Project

AGENDA TITLE
Additional Contingency Funds in the Amount of $625,000 for an Existing Construction Contract with EverLevel Holdings, LLC for the First Street Slope Stabilization Project (Project No. 22-1341) (Revive Santa Ana Program)

RECOMMENDED ACTION

1. Approve an amendment to the Project Cost Analysis in the amount of $625,000 in additional contingency funds for a new total estimated construction delivery cost of $6,725,000.

2. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $625,000 of American Rescue Plan Act (ARPA) funds for the First Street Slope Stabilization Project (22-1341).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency is overseeing the construction of the First Street Slope Stabilization Project (Project). The Project includes the installation of decorative concrete along the slopes near the railroad undercrossing, new security fencing, and a stormwater treatment device (Exhibit 1). The goal of the project is to improve water quality and address stormwater pollution via the stabilization of the dirt slopes, elimination of trespassing and encampments, and installation of a stormwater treatment device. The project will also enhance the aesthetics of this important gateway to Downtown Santa Ana.

On December 20, 2022, the City Council awarded a construction contract to EverLevel Holdings, LLC for the First Street Slope Stabilization Project. The project is currently under construction and is anticipated to be completed in September 2024. The original contingency amount of $450,000 was utilized via change order #1 to deal with unforeseen site conditions, install skate stoppers, widen the sidewalk by 18 inches for ADA compliance, and facilitate other necessary changes triggered by the sidewalk widening, such as the installation of new curb and gutter, and improvements to the anchor wall (Exhibit 2). $625,000 of additional contingency funding is needed to facilitate potential change orders on the northside slope so it is consistent with the City Council 17 – 1 7/16/2024
First Street Slope Stabilization Project
July 16, 2024

Page 2 ends

southside slope, replace damaged curb and gutter, improve drainage around the stormwater lift station, install additional security fencing, and deal with unforeseen site conditions and unsuitable soil.

The recommended action will increase the project contingency by $625,000, thereby increasing the total estimated construction delivery cost to $6,725,000, as indicated in the Cost Analysis (Exhibit 3) and as summarized in the table below:

Project Item Current Total Additional
Funding New Total
Construction Contract Bid Amount $5,018,520 $0 $5,018,520 Construction Administration,
Inspection, and Testing $581,000 $0 $581,000
Contract Contingencies $500,480 $625,000 $1,125,480

TOTAL ESTIMATED
CONSTRUCTION DELIVERY COST $6,100,000 $625,000 $6,725,000

FISCAL IMPACT
As indicated in the Cost Analysis, the total estimated construction delivery cost of the project is $6,725,000, which includes the construction contract, contract administration, inspection, testing, and an authorized contingency.

On December 20, 2022, City Council approved $5,600,000 of American Rescue Plan Act (ARPA) funding for this project. On April 15, 2024, under City Manager authorization, an additional $500,000 was allocated to this project. At this time, an additional $625,000 of ARPA funding will be allocated to the contingency and added to the FY 2024-25 CIP (Exhibit 4).

The following table summarizes funds budgeted and available in current FY 2024-25 for expenditure to complete construction of this project. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2025-26.

Fiscal
Year
Accounting Unit -
Account No.
(Project No.)
Fund
Description
Accounting Unit
- Account No.

Description
Amount
Original Project Budget
2024-25 18117013-66220
(22-1341)
American
Rescue Plan
Act (ARPA)

ARPA-PWA,
Improvements
Other Than
Buildings
$6,100,000
Additional Funding
City Council 17 – 2 7/16/2024
First Street Slope Stabilization Project
July 16, 2024

Page 3 ends

Fiscal
Year
Accounting Unit -
Account No.
(Project No.)
Fund
Description
Accounting Unit
- Account No.

Description
Amount
2024-25 18117013-66220
(22-1341)
American
Rescue Plan
Act (ARPA)

ARPA-PWA,
Improvements
Other Than
Buildings
$625,000
Total $6,725,000

EXHIBIT(S)

1. Location Map

2. Change Order #1

3. Cost Analysis

4. First Street Slope Project FY 2024-25 CIP Sheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, Acting City Manager
City Council 17 – 3 7/16/2024
EXHIBIT 1
City Council 17 – 4 7/16/2024
City Council 17 – 5 7/16/2024
City Council 17 – 6 7/16/2024
City Council 17 – 7 7/16/2024
City Council 17 – 8 7/16/2024
Construction Contract $ 4,482,892.00
Contract Administration, Inspection and Testing $ 667,108.00 Contingencies $ 1,075,000.00
TOTAL ESTIMATED CONSTRUCTION COSTS $ 6,225,000.00
CONSTRUCTION OF PROJECT NO. 22-1341: First Street Slope Stabilization

UPDATED COST ANALYSIS
City Council 17 – 9 7/16/2024
City Council 17 – 10 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Concrete Collar Replacements

AGENDA TITLE
Purchase Order to Mike Prlich and Sons, Inc. for Concrete Collar Replacement for Water and Sewer Appurtenances (Bid No. 24-021) (Non-General Fund)

RECOMMENDED ACTION
Award a blanket order contract to Mike Prlich and Sons, Inc. for concrete collar replacement for water and sewer appurtenances for an annual amount not to exceed $600,000, for a three-year term beginning July 1, 2024 and expiring June 30, 2027, with provisions for two 1-year renewal options.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The Public Works Agency oversees and maintains the daily operations of the water system and sanitary sewer system. The City’s water system is composed of approximately 478 miles of water mains, supplying the City’s drinking water, along with a sanitary sewer system of approximately 390 miles of sewer mains, serving 333,000 residents and businesses of Santa Ana. The City’s water system has over 13,200 water valves, as well as over 8,200 sewer manholes and clean-outs combined.

This contract provides for concrete collar replacement for sewer manholes, sewer cleanouts, water valves, and related water appurtenances. These repairs will provide for better long-term protection of manholes, clean-outs, and valves.

The Invitation for Bids (IFB) No. 24-021 was issued on March 4, 2024 on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
304 Vendors were Notified
19 Santa Ana Vendors Notified
19 Vendors Downloaded the Bid Packet
3 Bids Received
0 Bids Received from Santa Ana Vendors
City Council 18 – 1 7/16/2024
Concrete Collar Replacement
July 16, 2024

Page 2 ends

Bids were solicited, opened on April 2, 2024, and evaluated (Exhibit 1). Three bids were submitted by the IFB deadline and two were determined to be responsible, responsive to the specifications, and met the City’s requirements. The bid submitted by G&A Nelos Construction, Inc. was deemed non-responsive as the vendor did not meet minimum requirements and did not meet IFB specifications. The bid submitted by Mike Prlich and Sons, Inc. was determined to be the lowest, responsible bid, was responsive to the specifications, and meets the City’s requirements.

Local Outreach Efforts
The Purchasing Division advertised this project on the City’s online bid management and publication system, which directly notified 19 Santa Ana vendors. No vendors downloaded the IFB and submitted a bid for consideration.

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

FISCAL IMPACT
Funding is available in the FY 2024-25 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. The following table summarizes the funds budgeted and available for expenditure to deliver agreement services.

Fiscal
Year
Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account Description
Amount
05617640-
62300
Sanitary Sewer
Service
Sanitary Sewer Service,
Contract Services -
Professional
$400,000
2024-25 06017641-
62300
Water Water System
Maintenance, Contract
Services - Professional
$200,000
05617640-
62300
Sanitary Sewer
Service
Sanitary Sewer Service,
Contract Services -
Professional
$400,000
2025-26 06017641-
62300
Water Water System
Maintenance, Contract
Services - Professional
$200,000
05617640-
62300
Sanitary Sewer
Service
Sanitary Sewer Service,
Contract Services -
Professional
$400,000
2026-27 06017641-
62300
Water Water System
Maintenance, Contract
Services - Professional
$200,000
City Council 18 – 2 7/16/2024
Concrete Collar Replacement
July 16, 2024

Page 3 ends

EXHIBIT(S)

1. Bid Abstract
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, Acting City Manager
City Council 18 – 3 7/16/2024

BIDDER LOCATION TOTAL
Mike Prlich and Sons, Inc. Baldwin Park, CA $ 880,900.00 CEM Construction Corp Montebello, CA $ 1,689,650.00
Concrete Collars for Water and Sewer Appurtenances (24-021)

ABSTRACT OF BIDS
EXHIBIT 1
City Council 18 – 4 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Lease Agreement for Office Space at SARTC

AGENDA TITLE
Approve a Lease Agreement with PGH Wong Engineering, Inc. for Office Space at the Santa Ana Regional Transportation Center

RECOMMENDED ACTION
Authorize the City Manager to execute a lease agreement with PGH Wong Engineering, Inc. to compensate the City $8,621 per month, with any partial month prorated at $287 per day, for the lease of approximately 3,284 square feet of office space located at the Santa Ana Regional Transportation Center for a twelve-month term beginning on July 17, 2024, and ending July 16, 2025, with the option of 12 one-month extensions, for a total of $207,456 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), interstate bus services, and in the future, the OC Streetcar. The facility is open to the public seven days a week from 5:00 a.m. to midnight and contains approximately 35,000 square feet of rental space, including ten bus bays.

The OC Streetcar is the first modern streetcar project to be built in Orange County. It will service Santa Ana’s historic downtown which includes federal, state, and local courthouses, government offices, colleges, an artists’ village, and a thriving restaurant scene. The OC Streetcar will operate along a 4.15-mile route that connects SARTC and a new transit hub at Harbor Boulevard and Westminster Avenue in Garden Grove.

As the lead agency for the OC Streetcar Project, OCTA selected PGH Wong Engineering, Inc. as the Construction Management Consultant for this project. In December 2018, PGH Wong Engineering, Inc. approached the City to lease office space at the SARTC. The City Council proceeded to approve a three-year lease agreement with PGH Wong Engineering, Inc. to lease Suite 220 at SARTC. With the OC Streetcar still underway, the City entered into a new lease agreement with PGH City Council 19 – 1 7/16/2024
Lease Agreement for Office Space at SARTC
July 16, 2024

Page 2 ends

Wong Engineering, Inc. in June 2022. PGH Wong Engineering, Inc. is now requesting to continue leasing the same space at SARTC for the duration of the OC Streetcar Project.

Staff recommends continuing to lease Suite 220 consisting of approximately 3,284 square feet of office space at SARTC for a one-year term, with the option of 12 onemonth extensions to PGH Wong Engineering, Inc. By leasing available office space to PGH Wong Engineering, Inc., lease revenue will be generated for the SARTC day-to day operations (Exhibit 1).

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

FISCAL IMPACT
Approval of the lease agreement obligates PGH Wong Engineering, Inc., to compensate the City $207,456 for the term of the lease agreement, including the option for twelve one-month extension options, for lease of interior office space at the SARTC. Revenue from this lease agreement has been budgeted in the Public Works Agency-SARTC Operations, Rental-PGH revenue account (06717002-53824).

Fiscal Year Accounting Unit
- Account #
Fund Description Accounting Unit, Account
Description Amount
2024-25 (July
17-June 30) 06717002-53824 Regional Transp Center
PWA-SARTC Operations,
Rental-PGH $99,136
2025-26 (July 1-
16) 06717002-53824 Regional Transp Center
PWA-SARTC Operations,
Rental-PGH $4,592
Optional Extensions:
2025-26 (July
17-June 30) 06717002-53824 Regional Transp Center
PWA-SARTC Operations,
Rental-PGH $99,136
2026-27 (July 1-
16) 06717002-53824 Regional Transp Center
PWA-SARTC Operations,
Rental-PGH $4,592
Total: $207,456

EXHIBIT(S)

1. Lease Agreement with PGH Wong Engineering, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, Acting City Manager
City Council 19 – 2 7/16/2024
EXHIBIT 1

LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND PGH WONG ENGINEERING, INC. FOR USE OF THE SANTA ANA REGIONAL

TRANSPORTATION CENTER FACILITIES
THIS LEASE (the “Lease”) is made as of July 17, 2024, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City” or “Landlord”), and PGH Wong Engineering, Inc., a California corporation (“Tenant”).

1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference:

Exhibit "A" The Premises
Exhibit "B" Additional Lease Conditions

2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 220, consisting of approximately 3,284 square feet of interior office space (hereinafter referred to as the “PREMISES”). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. The Landlord reserves the right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with a 30-day notice of such reconfiguration or relocation.

3. COMMENCEMENT OF TERM: The term of this Lease (the “Term”) shall commence on July 17, 2024 (the "Commencement Date"), and expire on July 16, 2025, unless sooner terminated, as provided herein.

4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terms identified herein.

5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for up to one (1) year, or any part thereof, on the same terms and conditions as set forth in this Lease. Such extension shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any extension period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this Lease. The Lease is subject to a Consumer Price Index (CPI) increase for any extension period.

6. RENT: Upon the Commencement Date, Tenant shall pay to Landlord, as rent (“Rent”) the monthly sum of Eight Thousand, Six Hundred Twenty-One Dollars and 00/100 ($8,621.00)

Page 1 of 11 ends

City Council 19 – 3 7/16/2024
in advance, on the 1st day of each calendar month and continuing through the life of the Term.

Any partial month shall be prorated at $287 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to “The City of Santa Ana” and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10TH of the month.

7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other.

8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant’s use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging.

9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant.

10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord.

11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Landlord agrees at Landlord’s expense to (1) provide general building maintenance, and (2) maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that

Page 2 of 11 ends

City Council 19 – 4 7/16/2024
no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and repairs shall be in accordance with applicable laws and at Tenant’s own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs made by Tenant. It shall be Tenant’s duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant.

On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear.

Tenant may paint the interior of the Premises and may also paint, erect, or authorize the installation of “temporary signs” in accordance with a signage plan that is pre-approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term of this Lease.

12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five-day-perweek basis.

13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations, and ordinances of any and all applicable governmental entities (the “Governmental Laws”) applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP).

14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal.

15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein.

16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates (“Covered Parties”)

Page 3 of 11 ends

City Council 19 – 5 7/16/2024
from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Tenant’s use of the Premises, the entry by Tenant or entity invited by Tenant on the Premises or surrounding property, or Tenant’s breach or default in the performance of any of tis obligations under this Agreement; provided, however, that Tenant will not be obligated to indemnify the Covered Parties from any claims arising solely from the negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Tenant, upon receipt of written notice from Covered Party, shall defend the same at Tenant’s expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this Section 15 shall survive the termination or expiration of this Agreement.

17. INSURANCE: Tenant shall procure and maintain, for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Tenant’s operation and use of the Premises. The cost of such insurance shall be borne by Tenant.
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL). Insurance Services Office (“ISO”) 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 $2,000,000 per occurrence and $4,000,000 aggregate.
(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) Property Insurance. Coverage shall be on a broad form basis against all perils for damage to and loss of property, and tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. (4) Broader Coverage. These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Tenant 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 Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with City’s rights under this Agreement.
b. Other Insurance Provisions

Page 4 of 11 ends

City Council 19 – 6 7/16/2024
The above required insurance policies are to contain or be endorsed to contain the following provisions:
(1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connectionwith such work or operations.
(2) Waiver of Subrogation. Tenant’s insurance company(ies) agree(s) to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which may arise from work performed by Tenant under this Agreement. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(3) Primary Coverage. For any claims related to this contract, the Tenant’s insurance coverage shall be primary and any insurance or self-insurance maintained by City, its City Council, its officers, officials, employees, or volunteers shall be excess of the Tenant’s insurance and shall not contribute with it.
(4) Severability. A severability of interest provision must apply for all the additional insured, ensuring that Tenant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
(5) Notice of Cancellation. Insurance policy(ies) herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, nonrenewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. (6) Certificate Holder. The Certificate Holder on each Evidence of the Insurance certificate shall be: City of Santa Ana, Attention: (name of Department staff responsible for Agreement), 20 Civic Center Plaza M-XX (responsible staff’s Department mail box), Santa Ana, CA 92701.
c.
d.

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.

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

Page 5 of 11 ends

City Council 19 – 7 7/16/2024
e. Verification of Coverage. Tenant shall furnish the City with original Certificates of Insurance including all required amendatoryendorsements (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 allpolicy endorsements before occupying the premises. A statement on a Certificate(s) of Insurance will not be accepted in lieu of the actual endorsements required herein. All Certificates of Insurance and endorsements are to be received and approved by City before Tenant is to occupy the premises. Failure to obtain the required documents prior to the work beginning shall not waive Tenant’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. f. Failure to Maintain Insurance Coverage. If Tenant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this Agreement at any time and obtain damages from Tenant resulting from said breach. Alternatively, City may purchase such coverage, but ahs no obligation to do so, and seek reimbursement for such cost of insurance premiums from Tenant. g. 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.

17. DAMAGE BY CASUALTY
(a) In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord.
(b) If the Premises, through no fault of Tenant, its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises untenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. The entire Premises shall be made tenantable by Landlord’s diligent repair within sixty (60) days following the fire or casualty incident.
(c) Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same (except that Landlord will have no obligation to repair or replace any alteration, addition, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements).
(d) In the event of (i) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot, in Landlord's reasonable opinion, be repaired within sixty (60) days of the occurrence of such damage, or (iii)

Page 6 of 11 ends

City Council 19 – 8 7/16/2024
damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate.

In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty (60) day period within fourteen (14) days after the termination of the lease.

18. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD’S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE

UNDER ANY THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS

OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION.
(b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance.
(c) Tenant reserves unto itself the right to prosecute Tenant’s claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant’s improvements and Tenant’s fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease.

19. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant.

Page 7 of 11 ends

City Council 19 – 9 7/16/2024

20. PARKING AREA: Tenant acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is under construction. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots 1 and 2 allow up to 72-hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must use the surface lots at SARTC.

21. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 23, of such default to Tenant, and the failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 23, of such default, and if Tenant shall fail to cure such default within thirty (30) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately.

22. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section.

23. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease 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, to the following persons.

Page 8 of 11 ends

City Council 19 – 10 7/16/2024
TO TENANT: TO CITY:

Executive Director,
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
Santa Ana, California 92701
PGH Wong Engineering, Inc.

Attn: Peter G.H. Wong
182 2nd St. Suite 500
San Francisco, CA 94105-3801
AND
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-29)
Santa Ana, California 92701
A party may change its address by giving notice in writing to the other party at least 15 days prior to the effective change. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

24. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord.

25. GENERAL PROVISIONS:
(a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 220 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys’ fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Page 9 of 11 ends

City Council 19 – 11 7/16/2024
(e) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. (f) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (g) The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease.
(h) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof.
(i) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.
(j) Time is of the essence in the performance of each party’s respective obligations. (k) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties.
(l) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively.
(m) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (n) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday,

Page 10 of 11 ends

City Council 19 – 12 7/16/2024
Nabil SabaDigitally signed by Nabil Saba Date: 2024.07.02 11:41:08 -07'00'
City Council 19 – 13 7/16/2024

EXHIBIT A
City Council 19 – 14 7/16/2024
PGH
WONG
12 ,5 6 3 Sq. Ft. Leasable Space (approx.)

SECOND FLOOR
PLAN SCALE:
1/8"=1'-0"
City Council 19 – 15 7/16/2024

EXHIBIT
B
City Council 19 – 16 7/16/2024

EXHIBIT
B

ADDITIONAL LEASE

CONDITIONS
• SARTC business hours are seven days a week from 5AM to midnight and there is on-site security
24/7. If tenant needs to access tenant space during non-business hours, they will need to contact
the security guard on duty at (714) 912-3494.
•
•
Tenant must provide SARTC Property Management Office with a point of contact for regular
business house and after hours.

Tenant has the ability to terminate with 30-day notice.

City Council 19 – 17 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Lease Agreement for Office Space at SARTC

AGENDA TITLE
Approve a Lease Agreement with Walsh Construction Company II, LLC for Office Space at the Santa Ana Regional Transportation Center

RECOMMENDED ACTION
Authorize the City Manager to execute a lease agreement with Walsh Construction Company II, LLC to compensate the City $11,627 per month, with any partial month prorated at $388 per day, for the lease of approximately 4,429 square feet of office space located at the Santa Ana Regional Transportation Center for a 12-month term beginning on July 16, 2024 and ending July 15, 2025, with the option of 12 one-month extensions, for a total of $279,850 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

As the lead agency for the OC Streetcar Project, OCTA selected Walsh Construction as the Contractor for this project. In December 2018, Walsh Construction Company II, LLC approached the City to lease office space at the SARTC. The City Council proceeded to approve a three-year site lease agreement with Walsh Construction to lease Suite 200 at SARTC. With the OC Streetcar still underway, the City entered into a new lease agreement with Walsh Construction Company II, LLC in June 2022. Walsh Construction City Council 20 – 1 7/16/2024
Lease Agreement for Office Space at SARTC
July 16, 2024

Page 2 ends

Company II, LLC is now requesting to continue leasing the same space at SARTC for the duration of the OC Streetcar Project.

Staff recommends continuing to lease Suite 200, consisting of approximately 4,429 square feet of office space at SARTC for a one-year term, with the option of 12 onemonth extensions to Walsh Construction Company II, LLC. By leasing available office space to Walsh Construction Company II, LLC, lease revenue will be generated for the SARTC day-to day operations (Exhibit 1).

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

FISCAL IMPACT
Approval of the site lease agreement obligates Walsh Construction Company II, LLC, to compensate the City $279,850 for the term of the lease agreement, including the option for twelve one-month renewal options, for lease of interior office space at the SARTC.

Revenue from this lease agreement has been budgeted in the Public Works AgencySARTC Operations, Rental-Walsh Construction revenue account (06717002-53823).

Fiscal Year Accounting Unit
- Account #
Fund Description Accounting Unit, Account
Description Amount
2024-25 (July
16-June 30) 06717002-53823 Regional Transp Center
PWA-SARTC Operations,
Rental-Walsh Construction $134,105
2025-26 (July
1-15) 06717002-53823 Regional Transp Center
PWA-SARTC Operations,
Rental-Walsh Construction $5,820
Optional Extensions
2025-26 (July
16 – June 30) 06717002-53823 Regional Transp Center
PWA-SARTC Operations,
Rental-Walsh Construction $134,105
2026-27 (July
1-15) 06717002-53823 Regional Transp Center
PWA-SARTC Operations,
Rental-Walsh Construction $5,820
Total: $279,850

EXHIBIT(S)

1. Lease Agreement with Walsh Construction Company II, LLC Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, Acting City Manager
City Council 20 – 2 7/16/2024
EXHIBIT 1
City Council 20 – 3 7/16/2024
City Council 20 – 4 7/16/2024
City Council 20 – 5 7/16/2024
City Council 20 – 6 7/16/2024
City Council 20 – 7 7/16/2024
Nabil Saba Digitally signed by Nabil Saba
Date: 2024.07.02 11:44:08 -07'00'
City Council 20 – 8 7/16/2024
City Council 20 – 9 7/16/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center

AGENDA TITLE
Construction Contract to AJ Fistes Corporation in the Amount of $719,100 for the Painting and Wrought Iron Restoration (Project No. 24-6060 & 24-6061) (Non-General Fund)

RECOMMENDED ACTION

1. Award a construction contract to AJ Fistes Corporation, the lowest responsible bidder, in accordance with the base bid in the amount of $719,100, subject to change orders for Painting and Wrought Iron Restoration for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract.

2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,197,000, which includes $719,100 for the construction contract, $107,865 for contract administration, inspection, and testing, and a $370,035 project contingency for unanticipated or unforeseen work.

3. Approve an amendment to the FY 2024-25 Capital Improvement Program to include $1,197,000 in construction funding approved in FY 2023-24 from the Clean California Local Grants Program through the California Department of Transportation.

4. Determine that, pursuant to the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2024-43 was filed for projects 24-6060 and 24-6061.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
In September 1985, the Santa Ana Regional Transportation Center (SARTC) was opened and quickly became a major transportation hub in Orange County. Located at 1000 E Santa Ana Blvd., Santa Ana, CA 92701 (Exhibit 1), SARTC serves as a hub for various transportation services, including Amtrak intercity rail service, Metrolink City Council 21 – 1 7/16/2024
Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center July 16, 2024

Page 2 ends

commuter rail service, and several local and regional bus services (i.e. Orange County Transportation Authority (OCTA), Greyhound, and other bus services). The Spanish and Mediterranean Revival architectural style of SARTC features ceramic red barrel roof tiles, stucco-style walls, and extensive use of painted tiles for decoration.

The Public Works Agency (PWA) submitted a successful grant application for funding to the California Department of Transportation (Caltrans) Clean California Local Grants Program to revitalize the SARTC in the amount of $1,475,000. On December 5, 2023, the City Council adopted Resolution 2023-090, which authorized the Executive Director of the Public Works Agency to execute agreements with Caltrans for the SARTC Painting and Wrought Iron Fencing project.

The scope of work includes repairing the exterior painting of the building and wrought iron fencing throughout the SARTC. This entails the restoration of existing wrought iron fencing to match the existing design of the facility. Additionally, the project will include ornamental wrought iron fencing replacement around the building, as well as the refurbishment of the iconic Santa Ana signage in the courtyard. After utilizing the grant funding to hire an architect to help develop a scope of work and identify treatments that best preserve the integrity of the existing finishes and details, the remaining grant funding of $1,197,000 will be allocated to the construction phase of the project to ensure that we maximize the use of these grant funds and avoid returning any funds to Caltrans.

Public Outreach and Contractor Participation
To provide an opportunity for local vendors to submit bids, the City notified a total of 1,183 regional vendors via PlanetBids, several of which are Santa Ana based. A total of seven bids were received. One bid was received from Santa Ana contractors.

The project was advertised in PlanetBids on April 11, 2024. Bids were received electronically via Planetbids on May 8, 2024. No bid protest was submitted by any of the bidders during the bid protest period.

Bid Results Summary
Rank Bidder’s Name Location Base Bid
1 AJ Fistes Corporation Long Beach, CA $719,100
2 Abajian Enterprise Santa Ana, CA $748,000
3 Harbor Coating and Restoration Orange, CA $1,002,000
4 CTG Construction Inc. Wilmington, CA $1,105,000
5 Pacific Contractors Group, Inc. Northridge, CA $1,221,000 6 US National Corporation Pacoima, CA $1,480,000
7 Color New Co. Woodland Hills, CA $2,160,000
City Council 21 – 2 7/16/2024
Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center July 16, 2024

Page 3 ends

A total of seven bids were received and all were deemed responsive. AJ Fistes Corporation submitted the lowest responsive base bid in the amount of $719,100 (Exhibit 2). As specified in the bid documents, the lowest bid shall be determined on the basis of the base bid. Based on the bid analysis and a contractor’s reference check, staff recommends awarding the construction contract to AJ Fistes Corporation in the amount of the base bid totaling $719,100 (Exhibit 3). This company specializes in general construction and painting services for Building Maintenance, Commercial Real Estate, and Construction. They have previously provided painting services at the Carnegie Navigation Center and hazardous material remediation at Fire Station #78.

Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management and implementation of the labor requirements.

As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $1,197,000.

Project Item Total
Construction Contract Bid Amount $ 719,100
Construction Administration, Inspection, Testing $ 107,865 Contract Contingencies $ 370,035
TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $ 1,197,000

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Review No. ER-2024-43 was filed for the projects 24-6060 and 24-6061.

FISCAL IMPACT
As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $1,197,000, which includes construction, contract administration, inspection, and testing, and authorized contingencies of $370,035.

The proposed contract enables staff to authorize a construction cost increase of up to $370,035, if necessary for contingencies. Staff expects to utilize other available Public Works appropriations if a contingency becomes necessary to complete the project. If there are no other available appropriations, staff will return to City Council with a project update and recommendations.

The funding of $1,475,000 for these projects was appropriated in prior fiscal years’ capital budget. As part of the Citywide budget carry-forward process, the request will be City Council 21 – 3 7/16/2024
Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center July 16, 2024

Page 4 ends

submitted to the Finance Department for these funds to be carried forward into Fiscal Year 2024-25. The carry-forward is a citywide effort and is compiled with requests from various departments. It will be presented for City Council approval under a separate agenda item.

The following table summarizes the funds budgeted for expenditure to deliver construction of this project:

Fiscal
Year
Accounting
Unit
Fund
Description
Accounting Unit,
Account Description Amount
2024-25
06717650-
66200
(24-6060)
Regional
Transp
Center
PWA – SARTC
Operations, Buildings &
Building Improvements
611,550
2024-25
06717650-
66220
(24-6061)
Regional
Transp
Center
PWA – SARTC
Operations,
Improvements Other
Than Buildings
585,450
Total $1,197,000

EXHIBIT(S)

1. Location Map

2. Bid Proposal

3. Construction Contract

4. Cost Analysis

5. Capital Improvement Project Worksheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, Acting City Manager
City Council 21 – 4 7/16/2024
PWA

SANTA ANA

PUBLIC WORKS AGENCY
Project Nos24-6060 & 24-6061:

SARTC Painting and Wrought Iron Fencing
Exhibit 1
City Council 21 – 5 7/16/2024
EXHIBIT 2
City Council 21 – 6 7/16/2024
City Council 21 – 7 7/16/2024
City Council 21 – 8 7/16/2024
City Council 21 – 9 7/16/2024
City Council 21 – 10 7/16/2024
City Council 21 – 11 7/16/2024
City Council 21 – 12 7/16/2024
City Council 21 – 13 7/16/2024
City Council 21 – 14 7/16/2024
City Council 21 – 15 7/16/2024
City Council 21 – 16 7/16/2024
City Council 21 – 17 7/16/2024
City Council 21 – 18 7/16/2024
City Council 21 – 19 7/16/2024
City Council 21 – 20 7/16/2024
City Council 21 – 21 7/16/2024
City Council 21 – 22 7/16/2024
City Council 21 – 23 7/16/2024
City Council 21 – 24 7/16/2024
City Council 21 – 25 7/16/2024
City Council 21 – 26 7/16/2024
City Council 21 – 27 7/16/2024
City Council 21 – 28 7/16/2024
EXHIBIT 3
City Council 21 – 29 7/16/2024
City Council 21 – 30 7/16/2024
Nabil Saba Digitally signed by Nabil Saba
Date: 2024.07.02 11:46:28
-07'00'
City Council 21 – 31 7/16/2024
City Council 21 – 32 7/16/2024
City Council 21 – 33 7/16/2024
EXHIBIT 4
Construction Contract $ 719,100.00
Contract Administration, Inspection and Testing $ 107,865.00 Contingencies $ 370,035.00
TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,197,000.00
CONSTRUCTION OF PROJECT NO. 24-6060 & 24-6061: SARTC Painting and Wrought Iron Restoration
City Council 21 – 34 7/16/2024
CITY OF SANTA ANA FY 24/25CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Repair the exterior painting and wrought iron fencing throughout the Santa Ana Regional Transportation Center. This entails the restoration of existing wrought iron fencing to match the existing design of the facility. Additionally, the project will include ornamental wrought iron fencing replacement around the building, as well as the refurbishment of the iconic Santa Ana signage in the courtyard.

PROJECT NEED:

The Santa Ana Regional Transportation Center is a high-use public transportation hub that has deteriorated over the years. This facility requires attention to exterior of the facility. These enhancements will provide the patrons with a safe, clean and architecturally sound environment to enjoy.

PROJECT TITLE:

SARTC Painting and Wrought Iron
Restoration
PROJECT CATEGORY:

City & Park Facility Improvements
Facility

LOCATION MAP
AGENCY: DIVISION: CONTACT: DATE:

Public Works Parks, Fleet & Facilities Mike Ortiz, Senior Civil Engineer 27-Jun-2024 PROJECT COSTS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 Construction 1,500,000 - - - - - -
TOTAL 1,500,000 - - - - - -
SOURCE OF FUNDS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 PWA - SARTC OPERATIONS 1,500,000 - - - - - -
TOTAL 1,500,000 - - - - - -
EXHIBIT 5
City Council 21 – 35 7/16/2024
City Attorney Office
www.santa-ana.org/city-attorneys-office
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Access and Support Services for iManage Data Management Systems

AGENDA TITLE
Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems

RECOMMENDED ACTION
Authorize the City Manager to execute a three-year agreement with Blue Technologies Smart Solutions (“BlueTech”) for continued access and support services for the iManage Data Management Systems (“iManage”) for the period of August 1, 2024 through July 31, 2027 in the amount of $128,529, which includes the annual billing amount of $36,843 for the iManage System and a contingency amount of $18,000 to pay for additional support/maintenance and training services as directed by the City (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
In 2018, the City’s Attorney’s Office (“CAO”) entered into an agreement with BlueTech to install and implement an iManage Data Management Systems customized for the CAO reflecting the vast scope of legal services provided by the office. Since that implementation went into effect, the on-going impact and efficiency provided by the iManage system cannot be overstated and City authorized renewal of the service in 2021.

Work product with iManage seamlessly integrates with all Microsoft products, creating a quick and reliable method for creation of CAO work product and access to files for all CAO staff. iManage also provides access from court, off-site depositions, and other locations.

For this renewal, CAO staff contacted similar and highly rated data management vendors for demonstrations and costs as to their services. Demonstrations provided new insight for specific calendaring and litigation tools with potential benefit to CAO.

However, the iManage system, with its broad data management tools, mobile and City Council 22 – 1 7/16/2024
Access and Support Services for iManage Data Management Systems July 16, 2024

Page 2 ends

remote access, technical support, ease of use, and reliable performance, provides the best option for a legal data management system for CAO in the coming years.

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

FISCAL IMPACT
Funds are budgeted and available in the following account for the current fiscal year and will be budgeted in the following account for the following fiscal years:

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit,
Account Description
Amount
FY 24-25 01108032-66511 General Fund City Attorney –
Computer Software
Subscriptions
$41,843
FY 25-26 01108032-66511 General Fund City Attorney –
Computer Software
Subscriptions
$42,843
FY 26-27 01108032-66511 General Fund City Attorney –
Computer Software
Subscriptions
$42,843
FY 27-28 01108032-66511 General Fund City Attorney –
Computer Software
Subscriptions
$1,000
TOTAL $128,529

EXHIBIT(S)

1. Agreement with Blue Technologies Smart Solutions
Submitted By: Sonia Carvalho, City Attorney
Approved By: Alvaro Nuñez, Acting City Manager
City Council 22 – 2 7/16/2024
iManage GOLD Partner
Proposal for: City of Santa Ana/City Attorney’s
Office
Project: iManage Cloud
Prepared by: David Cramer
Director of Sales
Prepared on: March 29th, 2024

City Council 22 – 3 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 2 of 7 ends

Table of Contents
Solution Overview .............................................................................................. 4 iManage Cloud Renewal Pricing ............................................................................. 5 Pricing Summary ................................................................................................ 6 Terms and Conditions ......................................................................................... 6 Acceptance ...................................................................................................... 6 Copyright and Confidentiality Notice
Material contained in this document is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system without permission in writing from Blue Technologies Smart Solutions LLC 5885 Grant Avenue, Cleveland, OH 44105.

City Council 22 – 4 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 3 of 7 ends

March 29th, 2024
City of Santa Ana/City Attorney’s Office
Mr. David Quintana
20 Civic Center Plaza, M-29
Santa Ana, CA 92701
Dear Mr. Quintana,
Blue Technologies Smart Solutions, LLC (“BTSS”) is pleased to present this proposal to renew the iManage Cloud service for City of Santa Ana/City Attorney’s Office.

Thank you again for choosing BTSS and iManage for your document management needs. Please direct any questions to my attention.

Sincerely,
David Cramer
Manager, Business Development
Legal and Professional Services
216-271-4800
[email protected]

City Council 22 – 5 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 4 of 7 ends

Solution Overview
City of Santa Ana/City Attorney’s Office (CAO) has requested a pricing proposal from Blue Technologies Smart Solutions, LLC (“BTSS”) for the renewal of the iManage Cloud service. The renewal quoted is the maximum term (3 years).

City Council 22 – 6 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 5 of 7 ends

iManage Cloud Renewal Pricing
Description Cost
iManage Cloud Service, Corporate bundle for up to 20
users
Enables the following iManage Work user functionality
in a single instance of iManage Work within the
primary geographic region with backup of data to a
secondary location within region for disaster recovery
for each subscribed user:
- iManage Work 10 browser interface
- iManage Work 10 Desktop for Microsoft Windows or
MAC OS
- Email management with Microsoft Outlook or Gmail
- Mobility (web mobile access, iOS application,
Blackberry application)
- 20GB of document storage per contracted user in
iManage Work - 2,400GB total
- iManage Control Center - External and Internal
Collaboration using iManage Share
- iManage Work RestAPI software development ToolKit
- Optical Character Recognition Service for iManage
Work
* 3-year term effective 8-1-2024 to 7-31-2027
*Invoiced annually in advance
$36,843 /
year
Base Service Includes:
x All backend application support, administration and upgrades. x 24 x 7 access to iManage support for software issues
Notes:
x Storage Overage- $.56/GB/month - in excess of the monthly subscription allocation x User Overage - $127/user/month – in excess of the monthly subscription allocation x Minimum annual billing is $36,843 per year.
x Refer to iManage Cloud Services Agreement for iManage’s terms at the link below:
https://support.imanage.com/worksite/iManage_Cloud_Services_Agreement_(US_Version).pdf • Pricing does not include applicable taxes.
• Pricing expires 7/26/24.

Renewal: Automatically renews for additional successive terms of the same length as the initial Renewal Term unless earlier terminated pursuant to the Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term.

City Council 22 – 7 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 6 of 7 ends

Pricing Summary

iManage Cloud Service (3-year term): $36,843 / year
Pricing expires 7/26/2024.

Services shall commence on August 1, 2024, and continue through July 31, 2027. City agree to pay BTSS/iManage at an amount not-to-exceed $128,529.

These costs include the iManage service billed annually at $36,843 and a contingency amount of $18,000 for additional services requested at the sole discretion of the City.

Terms and Conditions
Terms and conditions attached hereto.

Acceptance – City of Santa Ana/City Attorney’s Office
Signed in counterpart – see signature page below
_____________________________
Signature

_____________________________ ____________________________ Printed Name Date

City Council 22 – 8 7/16/2024
City Council 22 – 9 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 1 of 8 ends

TERMS AND CONDITIONS OF SALES AGREEMENT

1. PRICES: Prices may be subject to change without notice until a purchase order is accepted by BTSS.

2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to provide any additional notification of amount due except for this agreement. If full payment is not made within the stated time period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances, overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1½ %, 18% per annum. If you pay your balance via credit card after 15 days of invoice date, a 3% credit card processing fee will be added to the charge.

3. SHIPPING AND DELIVERY: Unless stated otherwise, the price is for pickup at BTSS’ point of business. Once delivered, all risk of loss is with the City. If City does not take delivery within thirty days after notification by BTSS, this agreement may be cancelled and City ’s deposit retained by BTSS as liquidation of damages.

4. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non-delivery due to anything beyond BTSSs’ reasonable control.

5. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage, directly or indirectly, or from any training or training material received, arising from the use of goods, or for consequential damages.

6. LIMITATION OF LIABILITY AND WARRANTY: BTSS SHALL NOT BE LIABLE TO CITY

FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR

PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES

FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF

REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE, WHETHER IN

AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION,

NEGLIGENCE), OR STRICT LIABILITY, EVEN IF BTSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BTSS SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF CITY’S USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL THE AMOUNT CITY MAY RECOVER FROM BTSS

UNDER THE CONTRACT DOCUMENTS ON ANY THEORY OF LIABILITY EXCEED THE PURCHASE PRICE OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS

City Council 22 – 10 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 2 of 8 ends

SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE

WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all service provided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties, express or implied.

7. INDEMNIFICATION: City will defend, hold harmless, and indemnify, any third party claim or suit brought against BTSS or its employees, agents, officers, or directors, (“Indemnified Parties”) caused by the actions or omissions of City arising out of or related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to City’s business City will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by City attributable to such claim.

BTSS will defend, hold harmless and indemnify , any third party claim or suit brought against City or its employees, agents, officers, directors, or contractors (“Indemnified Parties”) caused by the actions or omissions of BTSS arising out of or related to: (i) the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to BTSS’ business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. BTSS will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by BTSS attributable to such claim.

8. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement.

9. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City’s deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages.

10. RETURNS: All software sales are final. There is a minimum 15% restocking charge for all other returned items. Product will not be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original package, complete with all packing materials.

11. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients in States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority

City Council 22 – 11 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 3 of 8 ends

directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit re-sale or tax-exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale of goods or provision of services by any taxing authority if tax forms are not received prior to the invoice being issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly.

12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS’ prior written consent. City agrees that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, in the event that said employee has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee.

13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third party acquiring substantially all of its assets or business.

14. NON DISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. BTSS understands that City is subject to the California Public Records Act (California Government Code Section 6250 et seq.) and will comply with any applicable laws.

15. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be

City Council 22 – 12 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 4 of 8 ends

modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law.

16. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or agent of BTSS has any authority to bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically included within this agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a written modification is made.

17. REMEDIES, ATTORNEY’S FEES AND CONSENT TO JURISDICTION:

A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to institute and prosecute proceedings in equity, or in any court of competent jurisdiction, to obtain an injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City 's obligations under such Sections and such other terms of this Agreement as may be applicable will be inadequate, and the City agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision thereof, without the necessity of proof of actual damage.

B. If BTSS seeks a restraining order, an injunction or any form of equitable relief and is awarded or recovers such relief, City agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as may be incurred by BTSS in enforcing any of the terms of this Agreement. The parties agree that this is reasonable.

C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, reasonable attorneys’ fees, court costs and other costs and expenses incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in addition to any relief awarded under subsection B.

D. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period shall be restarted as of the date of

City Council 22 – 13 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 5 of 8 ends

such judicial determination and shall run for a period of two years (2) from that date.

E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located in the County of Cuyahoga and the State of Ohio for any proceeding against City for any obligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or any claim that any such court is an inconvenient forum.

18. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as administered through the Cleveland, Ohio office.

The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing, each party may utilize all methods of discovery in the manner provided by said rules and/or by the Ohio Arbitration Law. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter.

19. CONSTRUCTION PERMITTED BY LAW: If the obligation of any covenant of the Employee contained herein is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law.

20. WAIVER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be construed as a waiver of any subsequent breach by City.

21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension is sought.

City Council 22 – 14 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 6 of 8 ends

22. INSURANCE
BTSS shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer’s data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by BTSS, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

2. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the BTSS in this agreement and shall include, but not be limited to, claims involving damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for BTSS’s failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of Customer in the care, custody, or control of BTSS.

3. Workers’ Compensation (W/C): as required by the State of California, with statutory limits, and Employer’s Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease.

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

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

1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under BTSS’s CGL, and E&O policies, with respect to any liability arising out of work or operations performed by

City Council 22 – 15 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 7 of 8 ends

or on behalf of the BTSS including materials, parts, equipment, and personnel furnished in connection with such work or operations.

Ϯ͘ BTSS’s Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by BTSS under this Agreement.
ϯ͘ For any claims related to this contract, BTSS’s insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. ϰ͘ Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, non-renewed by the carrier, or materially restriction except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.
ϱ͘ Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: ZŝƐŬDĂŶĂŐĞŵĞŶƚŝǀŝƐŝŽŶ,ϮϬŝǀŝĐĞŶƚĞƌWůĂǌĂ͕ϰƚŚ&ůŽŽƌ͕ Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by Customer. Customer may require BTSS to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown and must be before the date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

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

City Council 22 – 16 7/16/2024
Legal and Professional Services
Blue Technologies Smart Solutions LLC, Confidential

Page 8 of 8 ends

Verification of Coverage
BTSS shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive BTSS’s obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
BTSS shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

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

Failure to Maintain Insurance Coverage
If BTSS, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from BTSS resulting from said breach.

23. Confidentiality
If BTSS receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, BTSS 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 BTSS disclosed in a publicly available source; (c) is in rightful possession of BTSS without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by BTSS without reference to information disclosed by the City.

City Council 22 – 17 7/16/2024
Finance and Management Services
www.santa-ana.org/finance
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 16, 2024
TOPIC: Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services

AGENDA TITLE
Agreement for Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services RFP (24-010)

RECOMMENDED ACTION

1. Authorize the City Manager to execute agreements with Hinderliter, de Llamas and Associates (“HdL”) and HdL Coren & Cone (“HdLCC”) for various tax revenue services for an initial three-year term beginning July 1, 2024, with a provision for two one-year extensions exercisable by the City Manager and the City Attorney, in a total amount not to exceed $1,346,714, which includes a 20% general contingency (Agreement No. A-2024-XXX).

2. Adopt a resolution authorizing the release of information to HdL from the California Department of Tax & Fee Administration in connection with the auditing of Sales and Use Tax making certain determinations relating thereto and authorizing certain actions in connection therewith.

RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY OF

SANTA ANA AUTHORIZING EXAMINATION OF SALES AND USE TAX

RECORDS AND TRANSACTIONS AND USE TAX RECORDS
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The City of Santa Ana collects revenue from a variety of sources, primarily through taxes assessed on real property, goods, services, or other activities. Staff have utilized outside consultants to conduct the auditing and recovery services for the City’s top General Fund revenue sources. However, these services were typically spread out among several vendors. As such, staff issued an Omni Request for Proposals (RFP 24- 010) on February 8, 2024 for Tax Audit, Analysis, Forecasting, and Reporting Services to consolidate efforts for a more efficient utilization of City resources. RFP 24-010 was released and posted on the City’s online bid management and publication system. The RFP outlined eight options from which bidders may submit proposals and were City Council 23 – 1 7/16/2024
Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services July 16, 2024

Page 2 ends

welcome to submit bids for all or only some of the options listed. The eight options were as follows:
• Option A: Sales & Use Tax (Bradley-Burns Allocation) and Transactions & Use Tax (Santa Ana Measure X)
• Option B: Property Tax, Property Tax In-Lieu of Vehicle License Fees, Residual Allocations from the Redevelopment Property Tax Transfer Fund, and Documentary Stamp Tax: $88.39M, 22.05% of GF Total Revenue • Option C: Non-Regulatory Business License Tax
• Option D: Business License Tax for Cannabis Business
• Option E: Hotel Visitors Tax
• Option F: Utility Users Tax for Electric, Gas & Telecommunications Services • Option G: Statistical Report Package for the Annual Comprehensive Financial Report
Three proposals were received and were subsequently reviewed by a four-member committee composed of staff from the Finance and Management Services Agency and the Community Development Agency.

Each of the responding consultants were interviewed and evaluated based on the following criteria:
• Qualifications
• Experience
• Proposed work plan for the requested scope of services • Client references
• Cost of providing services
The proposals were ranked accordingly as follows:

Rank Firm Options bid
1 HdL Coren & Cone B, G
2 Hinderliter, de Llamas and Associates A, C, D, E, F
3 MuniServices LLC A, C, D, E, F, G
The proposals submitted by Hinderliter, de Llamas and Associates (“HdL”) and HdL Coren & Cone (“HdLCC”) for the options bid upon were found to be the most responsive to the City’s needs, offer the best value, and are appropriate for the services requested.

HdL and HdLCC both possess strong qualifications, experience, and client references as well as appropriate proposed work plans that will provide for a flexible and costeffective auditing program. Both consultants also possess extensive experience in implementing identical services for comparable and neighboring cities, including the Cities of Long Beach, Corona, Costa Mesa, Irvine, Newport Beach, Ontario, Riverside, and Torrance.

City Council 23 – 2 7/16/2024
Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services July 16, 2024

Page 3 ends

A full listing of the services to be provided can be found in Exhibit 1 – Consultant Agreement for HdL and Exhibit 3 – Consultant Agreement for HdLCC. The reports, analyses, and information derived from the audit programs will be used for budget planning, revenue forecasting, trend analysis, economic development analysis, and other projects requiring the data to assist in analyzing the City’s economic standing.

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

FISCAL IMPACT
Funding for the services to be rendered for FY 2024-25 were already included in the adopted budget. Funding for subsequent fiscal years will be included in the appropriate proposed budgets for City Council consideration. The annual contract cost is approximately 0.076% of the General Fund revenue to be maximized with these services (less than one-tenth of one percent).

Fiscal Year Accounting Unit
– Acct #
Fund
Description
Accounting Unit,
Acct Description Amount
2024-25 01110130-62300 General Fund Contract Services
Professional $243,369
2025-26 01110130-62300 General Fund Contact Services
Professional $255,538
2026-27 01110130-62300 General Fund Contract Services
Professional $268,315
2027-28* 01110130-62300 General Fund Contract Services
Professional $283,675
2028-29* 01110130-62300 General Fund Contract Services
Professional $295,817
Grand Total: $1,346,714
*Denotes an extension year, not part of initial term

EXHIBIT(S)

1. Consultant Agreement for HdL

2. Resolution Authorizing Examination of Tax Records for HdL

3. Consultant Agreement for HdLCC

4. RFP 24-010
Submitted By: Kathryn Downs, FMSA Executive Director
Approved By: Alvaro Nuñez, Acting City Manager
City Council 23 – 3 7/16/2024
EXHIBIT 1 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

TAX AUDIT, ANALYSIS, FORECASTING, AND REPORTING SERVICES

AGREEMENT BETWEEN HINDERLITER, DE LLAMAS AND ASSOCIATES AND

CITY OF SANTAANA
THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Hinderliter, de Llamas and Associates, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").

RECITALS
A. On February 8, 2024, the City issued Request for Proposal No. 24-010 ("RFP") by which it sought qualified contractors to provide special skill and knowledge in the field of providing audit, revenue recovery, analysis, forecasting, and reporting services for various tax revenues.

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

Consultant represents that Consultant is able and willing to provide such services to the City, as described in the scope of work that was included in the RFP.

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

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

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

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E. The total amount to be expended during the term of this Agreement shall not exceed $1 ,077,784.
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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required City Council 23 – 4 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

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

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

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

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

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

City Council 23 – 5 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

MINIMUM SCOPE 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 and $2,000,000 aggregate.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with combined limit of $1,000,000.

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

4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.

Insurance requirements above can be met with primary and umbrella/excess insurance policies.

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

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

Additional Insured Status
City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and Automobile Liability policy(ies) with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations.

Primary Coverage
For any claims related to this contract, the selected Proposer's insurance coverage shall be primary coverage as respects City, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.

City Council 23 – 6 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under the CGL, Automobile Liability, Worker's Compensation and/or Professional Liability insurance policies.

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 City has received a waiver of subrogation endorsement from any insurer(s).

Sever ability
A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits ofliability.

Certificate Holder
Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701.

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

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

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

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

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claimsmade policy form with a Retroactive Date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work.

Verification of Coverage
Consultant shall furnish 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 policies listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them.

City Council 23 – 7 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

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

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created City Council 23 – 8 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

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

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

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

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each City Council 23 – 9 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

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

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

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

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

City Council 23 – 10 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

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

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

To City:

City Clerk
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 & Management
Services Agency
City of Santa Ana
20 Civic Center Plaza (M-15)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

Richard Andrew Nickerson
Chief Executive Officer
Hinderliter, De Llamas & Associates
120 S. State College Boulevard, Suite 200
Brea, CA, 92821
Fax: (714) 845-7364
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 City Council 23 – 11 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. REVENUE AND TAXATION CODE REQUIREMENTS
Pursuant to California Revenue and Taxation Code Section 7056, the following provisions are required in this Agreement:
a. Consultant is required to disclose information contained in, or derived from, those sales and use tax records or transaction and use tax records only to an officer or employee of the City who is authorized by Resolution to examine the information. b. Consultant is prohibited from performing consulting services for a retailer during the term of this Agreement.
c. Consultant is prohibited from retaining the information contained in, or derived from, those sales and use tax records and transactions and use tax records, after this Agreement expires.

21. MISCELLANEOUS PROVISIONS
d. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on following page]
City Council 23 – 12 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST:

Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARY ALHO
City Attorney
By
Andrea
!;fitd,_u
Garcia-Miller
(}jJ ti-,_4_ ~ -~
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Kathryn Downs
Executive Director
Finance and Management Services Agency

CITY OF SANTA ANA
Alvaro Nunez
Acting City Manager
CONSULTANT:

Robert Gray
Vice President
Kathryn Downs (Jul 8, 2024 10:44 PDT)
City Council 23 – 13 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

EXHIBIT A

SALES & USE TAX (BRADLEY-BURNS ALLOCATION) AND TRANSACTIONS & USE TAX (SANTA ANA MEASURE X)
SECTION I: SCOPE OF SERVICES

1. SALES AND USE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

1.1 Identify and advise the City of legislation potentially impacting City revenue, including pending legislation. Hinderliter, de Llamas and Associates ("HdL") may be required to coordinate with the City's contracted federal and state legislative advocacy consultants.

1.2 Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the City. This database will be utilized to generate special reports to City on major sales tax producers by rank and category (i.e., top 100 tax payers), sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.

1.3 Provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. HdL shall meet quarterly by in person or virtually with City.

1.4 Shall additionally provide following each calendar quarter a summary analysis for City to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze City's sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.

1.5 Establish a special database with California Department of Tax and Fee Administration ("CDTF A") registration data for businesses within applicable district boundaries holding sellers' permit accounts.

1.6 Periodically license for the limited, non-exclusive, non-transferable use by City's staff certain of HdL's web-based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within City's jurisdiction registered with the CDTF A.

1.7 Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

2. ALLOCATION AND AUDIT RECOVERY SERVICES

2.1 Conduct (when mutually agreed with City) initial and on-going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the City and/or recovering misallocated tax from registered taxpayers. Common errors that will be monitored and corrected include but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of "point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2.2 Initiate contacts with the CDTF A and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted City Council 23 – 14 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B in a professional and courteous manner.

2.3 Prepare and submit to the CDTF A information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTF A to promote recovery by the City of back or prospective quarterly payments that may be owing.

2.4 If, during the course of its audit, HdL finds businesses located in the City's jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to City, HdL may so advise City and collaborate with those businesses and City to encourage such changes.

3. TRANSACTIONS TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 3 .1 HdL shall establish a database containing all applicable Department of Tax and Fee Administration (CDTF A) registration data for each business within the Measure "X" District boundaries holding a seller's permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available.

3.2 HdL shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist fmance officer with budget forecasting will be included.

3.3 HdL shall advise and work with City staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions.
3 .4 HdL shall make available to City the HdL proprietary software program and Measure "X" database containing all applicable registration and quarterly allocation information for City business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

4. DEFICIENCY/ALLOCATION REVIEWS AND RECOVERY

4.1 HdL shall conduct on-going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the City.

Reviews shall include:
a. Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure "X" City boundaries, and therefore subject to transactions tax.
b. Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the City boundaries.
c. Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.
d. Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure "X" Transactions Tax District.

4.2 HdL will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance City's relations with the business community.

4.3 HdL shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall followCity Council 23 – 15 7/16/2024 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the City are recovered.

5. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 5 .1 HdL may provide additional hours of general consulting to be utilized on an as-needed basis at the City's request. Such assistance may include (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales, use or transactions tax revenue-related matters.

6. CONFIDENTIALITY INFORMATION

6.1 Section 7056 of the State of California Revenue and Taxation Code ("R&T Code") specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTF A. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district's officers and employees to examine state sales and use tax records. The following conditions specified in Section 7056-(b )(1) of the State of California R&T Code are hereby made part of this Agreement:
a. HdL is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTF A provided to City pursuant to contract under the Bradley-Bums Uniform Local Sales and Use Tax Law R&T Code Section 7200 et seq. b. HdL is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTF A to examine the information. c. HdL is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement. d. HdL is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired.

Information obtained by examination of the CDTF A records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the HdL as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b ), (1) of the Revenue and Taxation Code.

7. SOFTWARE USE AND PROPRIETARY INFORMATION
7 .1 Section 7056 of the State of California Revenue and Taxation Code ("R&T Code") specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTF A. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district's officers and employees to examine state sales and use tax records. The following conditions specified in Section 7056-(b )(1) of the State of California R&T Code are hereby made part of this Agreement:
a. Software Use. HdL hereby provides authorization to City to access HdL's Sales Tax website if City chooses to subscribe to the software and reports option. The website shall only be used by authorized City staff. No access will be granted to any third party without explicit written authorization by HdL. City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right City Council 23 – 16 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de-activated. b. Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in HdL's business, including without limitation: HdL's (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

SECTION II: FEES & CHARGES

1. SALES AND USE TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

1.1 Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $833.33 per month, commencing with the month of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five ( 45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

1.2 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). ALLOCATION AND

AUDIT RECOVERY SERVICES

1.3 Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as "audit fee"). The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant services.

1.4 The fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight (8) consecutive reporting quarters following completion of HdL's allocation audit and confirmation of the corrections by the CDTFA.

1.5 These fees shall be paid by City upon HdL's submittal of evidence of HdL's relevant services in support thereof, including, without limitation, copies of relevant communications between HdL and the CDTF A and/or taxpayers.

2. TRANSACTIONS TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

2.1 Fees shall be paid $166.66 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

2.2 Fees may be increased once every fiscal year (as defined by the City, the period running from City Council 23 – 17 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%).

3. ALLOCATION AND AUDIT RECOVERY SERVICES

3.1 Fees shall be paid 15% of the initial amount of new transactions or use tax revenue received by the City because of audit and recovery work performed by HdL, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or HdL to be increment attributable to causes other than HdL's work pursuant to this agreement.

In the event, HdL is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be HdL's responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee. Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by HdL and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. HdL shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees.

4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL)

4.1 Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.

4.2 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%).

5. GENERAL PROVISIONS RELATING TO FEES
5 .1 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by the City.

5.2 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five ( 45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

City Council 23 – 18 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

EXHIBITB

NON-REGULATORY BUSINESS LICENSE TAX
SECTION I: SCOPE OF SERVICES

1. BUSINESS LICENSE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

1.1 Identify and advise City of legislation potentially impacting City revenue, including pending legislation.

1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from businesses to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions.

1.3 Provide business audit services in accordance with the City's municipal code (Chapter 21), based on a plan and schedule mutually agreed upon by the City and Hinderliter, de Llamas and Associates ("HdL") with a minimum of 1 audit per year.

1.4 Represent the City for the purpose of examining records related to the applicable tax revenue.

Schedule meetings with staff as needed.

1.5 Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. This includes the identification, auditing, and discovering procedures to detect and recover unreported and/or underreported business license taxes (i.e., cross-referencing information with Sales Tax data to ensure licensing compliance).

1.6 Provide comparative information with other cities having a non-regulatory BLT.

1. 7 When appropriate, provide recommended changes in business license policies/procedures to improve business license tax collection.

2. COMPLIANCE SERVICES (OPTIONAL)

2.1 Activities under this task are deemed optional and must therefore be pre-approved by the City before work may commence.

2.2 Identify and register businesses which are subject to licensure or taxation, collect known debt as pertains to business license or tax, and identify under-reported tax liability.

2.3 Discovery Services
a. Develop a list of businesses subject to City licensure or taxation. b. Notify non-compliant businesses of their options to comply or dispute their noncompliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.
c. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to City upon request.
d. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
e. Remit revenue to City no less than monthly, along with all business applications and any additional documentation.

2.4 Collection Services
a. Identify businesses subject to City licensure or taxation which have known debt to City and have failed to pay within an appropriate time frame. b. Notify businesses of their options to comply or dispute their non-compliant status.

City Council 23 – 19 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B c. Provide businesses with detailed invoicing and options to pay via website, mail and phone.

Remit revenue to City no less than monthly.

3. ONLINE PAYMENT PROCESSING
3 .1 HdL' s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

3.2 City Responsibilities
a. As a condition to its receipt of the Service, City shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL's payment processor, networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL's payment processor. "Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
b. City hereby grants HdL the full right, power and authority to request, receive and review any data or records reflected in a Transaction report. City represents and warrants that it has the full right and authority to grant these rights.

SECTION II: FEES & CHARGES

1. BUSINESS LICENSE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

1.1 Fees for performing the economic analysis/forecasting services as described above shall be $15,000 per year. This fee will waived in the event that the City opts to utilize Compliance Services outlined in Section 2 as described above and HdL will instead charge the fees outlined in the following section.

2. COMPLIANCE SERVICES (OPTIONAL)

2.1 Fees for performing Compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).
a. Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
b. In the event that City discovers a non-compliant business and reports the business to HdL (including a calculation of all taxes/fees due), HdL will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.
c. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.
d. Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
e. After a business is brought to compliance, HdL will not be entitled to collect a portion of the renewal charges paid to the City.

2.2 HdL recognizes City's authority to waive or reduce the tax/fee debt of a business. Should City decide to do so for a business whose deficiency was identified by HdL, HdL shall be entitled to compensation in the amount of one-half(½) of the fees HdL would have otherwise earned.

City Council 23 – 20 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, HdL would not be entitled to compensation related thereto under this provision.

2.3 The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant seIVIces.

2.4 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City.

2.5 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

3. PAYMENT PROCESSING
3 .1 HdL will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or City funded model, as directed by City. City may switch between these models upon written request to HdL. Fees for each of these payment processing models are detailed here.

3.2 Taxpayer funded model - City authorizes HdL to collect each convenience fee from the taxpayer at time of payment.
a. Credit and debit card processing - 2.9% of transaction amount, minimum of $2.00 b. ACH/eCheck processing - $2.50 per transaction

3.3 City funded
a. Credit and debit card processing - 2.9% of transaction amount b. ACH/eCheck processing - $0.75 per transaction
3 .4 Returned payments/NSF fee - Each occurrence of a card charge back, returned payment or insufficient funds will incur a fee of $25 .00, to be applied to the taxpayers account.

3.5 HdL reserves the right to review and adjust pricing related to payment processing services once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year). HdL will communicate any fee adjustments to the City in writing, with sixty ( 60) days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

City Council 23 – 21 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

EXHIBIT C

BUSINESS LICENSE TAX FOR CANNABIS BUSINESS
SECTION I: SCOPE OF SERVICES

1. PREPARE BIANNUAL MARKET ANALYSIS AND REVENUE ESTIMATES

1.1 Hinderliter, de Llamas and Associates ("HdL") shall prepare a brief market analysis of the cannabis industry in the City of Santa Ana including information and updates regarding pending legislation or regulatory changes that may impact the City's cannabis program/revenues. HdL will also prepare biannual revenue estimates to inform City budgeting decisions. The analysis shall focus primarily on the cannabis retail sector and shall consider factors including the population of the City and the surrounding service area, average sales, leakage to licensed retailers in other nearby jurisdictions and the presence of unlicensed cannabis delivery services.

1.2 To inform this analysis, HdL shall work with the City to develop a questionnaire that will be provided to licensed cannabis businesses to help identify trends in pricing, sales and consumer preferences, along with other relevant information or observations the businesses may want to share. HdL shall engage with cannabis businesses on the City's behalf as may be requested to discuss the information requests and to glean additional information or understanding where possible. Responses from this questionnaire will be used in conjunction with empirical data derived from other sources to provide the City with forward-looking projections for gross receipts and resulting City revenues.

1.3 HdL's analysis shall also include a comparison of the City's cannabis tax rates and revenues with those from other nearby or comparable jurisdictions. This analysis may be used by the City to inform budgeting decisions as well as discussions about possible changes to current cannabis business tax rates or related regulatory requirements.

1.4 It is anticipated that HdL's analysis shall be provided in the form of a biannual 4 to 6-page memo for internal use by City staff. The actual length, format, content and use of the analysis shall be determined in consultation with City staff and may vary as needed or requested by the City. HdL will provide one initial draft report for staff to review and critique plus one iterative draft that will incorporate any requested revisions prior to providing the final report. Any additional drafts, iterations or documentation that may be requested by the City would be in addition to the costs shown in HdL's Cost Proposal.HdL's subject matter expert shall be available to meet with City staff biannually to review and discuss the analysis and revenue projections as well as any observations or recommended actions. This proposal assumes that such meetings would be conducted remotely.

2. ANNUAL BUSINESS LICENSE TAX AUDIT SERVICES

2.1 HdL will conduct an annual revenue audit of at least three (3) cannabis businesses to verify the accuracy of the revenue reported and remitted to the City during the review period and will recommend a tax adjustment should the audit reveal any variances in reported revenue. Such audit services shall be conducted in accordance with the City's Municipal Code (Chapter 21, Articles XII and XIII, and Sec. 40-106). As part of the audit process, HdL will conduct a riskbased review of each business using our proprietary methodology, which was developed to specifically address the unique challenges associated with auditing the cannabis industry. Our methodology allows audit staff to cross-analyze multiple business records to identify reporting City Council 23 – 22 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B variances, discrepancies and outliers to produce the most accurate measure of gross receipts on behalf of the City.

2.2 To initiate the process, the City shall provide HdL with a list of all licensed cannabis businesses subject to audit. HdL shall work with the City to determine the appropriate review period for each business and to develop a schedule for conducting all audits. As the time for each audit approaches, HdL will prepare a notification letter informing the licensee of the impending audit and providing a list of all records and documentation the business is required to provide, including remote access to the business's point-of-sale (POS) system where applicable. HdL recommends that the notification letter be sent by the City to communicate HdL's authority to conduct the audit and to encourage cooperation by the business.

2.3 The full annual audit shall include:
a. Review Point-of-Sale (POS) system structure
b. Review inventory system (subject to METRC data)
c. Analyze and compare POS data with other available data sources, including:
• City cannabis tax returns
• State tax returns
• Federal tax returns
• METRC sales and inventory data
• CDTFA data
• Bank statements
• Sales receipts
• Other financial documents as available
d. Identify any variances or over/under reporting
e. Calculate any taxes or fees due to the City
f. Prepare and issue report

2.4 Where cannabis cultivation is taxed on a square-footage basis, the audit shall include one annual site inspection to verify compliance with maximum permitted canopy area. Square footage audits may also consider documented findings from inspections by the City, DCC or other agencies, where available.

2.5 A business that holds multiple state cannabis licenses shall be considered a single business for audit purposes, provided that all licenses are held and operated under the same name, ownership, location, and a single tax ID number. Any variation may indicate separate business entities requiring separate audits. Any such determination shall be made on a case-by-case basis in consultation with the City.

3. FISCAL COMPLIANCE SITE VISITS (OPTIONAL)

3. l Activities under this task are deemed optional and must therefore be pre-approved by the City before work may commence.
3 .2 HdL shall conduct on-site fiscal compliance site visits of at least three (3) commercial cannabis businesses subject to an audit outlined in Task 2 or as otherwise requested by the City. The site visits shall seek to verify that all documentation and record keeping is in accordance with the City's requirements. HdL audit inspectors may be accompanied by City staff, if so desired, to assist them in gaining an understanding of each operator's internal controls and their procedures for recording and reporting sales to the City.
3 .3 Each site visit shall be conducted concurrent with the annual cannabis business license tax audit for the business as described under Task 2. The timing for the site visit shall be determined in consultation with the City. HdL recommends that the site visit occur after the business has City Council 23 – 23 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B provided all requested documents and has provided HdL with remote access to the POS system for purposes of running sales reports. This timing will allow HdL's auditors to familiarize themselves with the business' POS system and general sales figures so as to develop a list of specific issues, questions or concerns to be investigated during the site visit. 3 .4 Prior to the site visit, HdL shall provide the operator with a questionnaire regarding the business' reporting, internal controls and inventory tracking. The questionnaire shall be developed in coordination with the City to ensure that any specific topics desired by the City are included. Reponses to the questionnaire shall be verified during the site visit. If HdL identifies any issues of fiscal non-compliance during the site visit, the information shall be recorded and incorporated into the audit. Depending upon the nature of the issue, HdL may also advise the business ofrecommended best practices for improved compliance.

3.5 The cost for this service includes all of the following:
a. Scheduling and coordination of the site visit with the permittee and City staff. b. Fiscal compliance site visit to ensure that each business complies with all City reporting and remitting requirements and related regulatory protocols for all of the following:
• Point of Sale (POS) inventory control
• Accurate books and records maintained for a minimum of 5 years • A complete set of books, invoices, sales records, bills, bank statements and all other necessary records
• Any other items as may be requested by the City
c. Preparation of a supplemental report to be incorporated into the cannabis business license tax audit under Task 2. The report shall detail any findings of the site visit and provide recommendations for changes or improvements to the business' reporting, record-keeping and inventory tracking practices where needed. d. All travel costs associated with the inspection.
e. All phone, email and other communications involved in preparing for, scheduling and coordinating the inspections and providing the report.
f. The cost for this service assumes that all site visits would be scheduled consecutively to minimize travel time and expense. This cost does not include any follow-up site visits, re-inspection or review of any supplemental documents provided to address or contest any findings of fiscal non-compliance, nor does it include any assistance with the appeal of any enforcement action by the City. Any costs associated with such additional services would be billed at HdL's hourly rate.

4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL)

4.1 HdL may provide additional hours of general consulting to be utilized on an as-needed basis at the City's request. Such assistance may include technical assistance, subject matter expertise, education, participation in conference calls, responding to staff inquires via phone and email, reviewing staff reports to the City Council, assisting with responses to inquiries from the public, or other issues as may be requested by the City.

SECTION II: FEES & CHARGES

1. BIANNUAL MARKET ANALYSIS AND REVENUE ESTIMATES

1.1 Assumes 2 biannual reports per year at $12,000 each, with an estimated cost of $24,000 per year.

City Council 23 – 24 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

2. ANNUAL CANNABIS BUSINESS TAX AUDITS

2.1 Assumes a standard 12-month review period, charged at $10,000 per audit.

2.2 HdL may be called upon to provide testimony or provide documentation during Administrative Hearings. Services related to preparation and participation in these Hearings shall be billed at HdL's hourly rates outlined in the table below.

3. FISCAL COMPLIANCE SITE VISITS (OPTIONAL)
3 .1 If requested by the City will be charged at $2,500 per site visit.

4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL)

4.1 Any additional services that are not specifically enumerated herein shall be billed at HdL's hourly rates outlined in the table below. HdL will not be asked to review any supplemental information provided by applicants or businesses and will not be a part of any enforcement or collection action.

4.2 Appeals, arbitration, or civil litigation resulting from the findings of an inspection and/or audit may call upon participation from HdL. Any such additional reports, documentation or assistance that may be required would be in addition to the costs shown in the table below.

5. CONFLICTS OF INTEREST AND NON-DISCLOSURE
5 .1 HdL Companies works for the benefit of public agencies and has no private-sector clients in the cannabis industry. All cannabis business information will be kept confidential by HdL and will not be shared internally beyond those HdL employees who are required to have access for purposes of conducting the work contemplated herein, or for administrative purposes as necessary.

6. DRAFTS AND FINAL WORK PRODUCTS

6.1 All work products assume one initial draft for review and comment, one iterative draft to incorporate any desired changes, and one final draft for presentation or publication. Additional drafts requested by the client may result in additional charges at HdL's hourly rate.

7. SERVICES BILLED AT HOURLY RATE

7.1 Service objectives shown as being billed at HdL's hourly rate may be billed up to the maximum estimated hours. HdL will not exceed the maximum estimated hours without first notifying the City and receiving written approval in advance.

8. HOURLY RATES AND FEES FOR HDL STAFF

8.1 The hourly rates for HdL staff mentioned in the sections above as shown in the table below.

Any additional services requested by the client that are not specifically described in this agreement would be billed at the standard rate for the assigned staff person.

8.2 Rates and fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2 % ) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). HdL will communicate any rate and fee adjustments to the City in writing, with sixty ( 60) days advance notice
City Council 23 – 25 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

TITLE RATE
Director of Compliance $300
Senior Policy Advisor $300
Audit Manager $300
Compliance Inspector $235
Compliance Inspector $235
Senior Auditor $250
Senior Auditor $250
Auditor $235
Auditor $235
Auditor $235
Audit Analyst $225
Audit Analyst $225
Compliance Administrator $200
City Council 23 – 26 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

EXHIBITD

HOTEL VISITORS TAX
SECTION I: SCOPE OF SERVICES

1. HOTEL VISITORS TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS

1.1 Hinderliter, de Llamas and Associates ("HdL") shall identify and advise the City of legislation potentially impacting City revenue, including pending legislation.

1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from hotels to assist with preparation of revenue estimates.

Schedule biannual meetings with staff to review the estimates and assumptions.

1.3 Conduct a minimum of two (2) HVT audits per year in accordance with the City's municipal code (Chapter 35, Article V), based on a mutually agreed upon plan and schedule. Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed.

1.4 Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action.

1.5 Provide comparative information with other cities having a Hotel Visitors Tax, commonly referred to as a Transient Occupancy Tax (TOT).

2. OPERATIONS MANAGEMENT SERVICES

2.1 Activities under this task are deemed optional and must therefore be pre-approved by the City before work may commence.

2.2 Establish and maintain database of Client lodging providers.

2.3 Receive and process registrations, tax returns and payments in a timely fashion.

2.4 Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

2.5 Remit revenue to Client no less than monthly.

2.6 Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.

2.7 Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing compliance audits, and educating lodging providers as mutually agreed to by Client and Consultant.

2.8 Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.

3. ONLINE PAYMENT PROCESSING
3 .1 Consultant's services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

3.2 Client Responsibilities
a. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL's payment processor, networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL's payment processor. "Network" is an entity or City Council 23 – 27 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
b. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

SECTION II: FEES & CHARGES

1. FEES FOR SERVICES

1.1 Fees for performing the services outlined above shall be $950.00 per year for each filing property. The City in its sole discretion may opt out of individual tasks listed above; however, HdL will be entitled to full compensation of the fee presented here. Adjustment to the fee must be done in writing and agreed upon between the City and HdL.

1.2 Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

1.3 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by the City

1.4 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%).

1.5 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

2. PAYMENT PROCESSING

2.1 Consultant will configure payment processing services to utilize either a taxpayer funded model ( convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

2.2 Taxpayer funded model - Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
a. Credit and debit card processing - 2.9% of transaction amount, minimum of $2.00 b. ACH/eCheck processing - $2.50 per transaction

2.3 Client funded
a. Credit and debit card processing - 2.9% of transaction amount b. ACH/eCheck processing - $0.75 per transaction

2.4 Returned payments/NSF fee - Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25 .00, to be applied to the taxpayers account.

City Council 23 – 28 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

2.5 Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

City Council 23 – 29 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

EXHIBITE

UTILITY USERS TAX FOR ELECTRIC, GAS & TELECOMMUNICATIONS SERVICES SECTION I: SCOPE OF SERVICES

1. SUPPORT & INDUSTRY MONITORING SERVICES

1.1 Hinderliter, de Llamas and Associates ("HdL") shall actively monitor federal and state industry and legislative events which may impact UUT revenues, keep the City informed, and make recommendations regarding advocacy or other response as appropriate.

1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from utility providers to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions

1.3 Provide analysis reports on the utility provider community and reporting details including utility trends, provider trends, revenue trends, and revenue forecasting utilizing the City provided data.

1.4 Ordinance and Filing Procedure Review- analysis of UUT ordinances and the City procedures to identify possible deficiencies, areas subject to legal challenge, or missing best practice proVISIOnS.

2. AUDIT SERVICES

2.1 Overall Tasks
a. HdL shall conduct audits in accordance with the City's Municipal Code (Chapter 35, Article VI), based on an agreed-to plan and schedule. The audits will include corresponding franchise fees as applicable. HdL shall represent the City for the purpose of examining records related to the applicable tax and fee revenue. Schedule meetings with staff as needed
b. HdL shall contact the City's staff and obtain documentation required to kick off the project.
c. Review the City's municipal code related to utility users' tax to understand the definition of gross revenues and the determination of utility users' taxes. d. Prepare initial data requests to the utility companies and the City requesting information related to the review period. During the project, if needed, prepare additional data requests and submit them to the utility companies. e. Execute non-disclosure agreements (NDAs) with the utility companies, ifrequired. f. Correspond with the utility companies and the City, as required via phone and email, to obtain documentation, resolve issues, and obtain any appropriate assistance.

2.2 Review of Utility Users' Taxes
a. Verify that the accounting methodologies and procedures used by the Companies accurately identify billed revenues generated within the City during the review period subject to the utility users' taxes. Investigate any inconsistencies and provide recommendations, if applicable.
b. Review payments to the City and recalculate the utility users' taxes for the review period.
c. On a test basis, reconcile billed revenues submitted as supporting documentation with the tax payments to revenues recorded on the audited financial statements or equivalent reporting information.

City Council 23 – 30 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B d. Identify each revenue type or source that the Companies did not include in the determination of the utility users' taxes remitted to the City for the review period and verify correctly excluded.
e. Reconcile revenues reported to the City to the revenues on third party billing data on a test basis, depending on the findings noted and accuracy of the sample quarters tested. f. Obtain a sample of customer bills and verify the calculation of the tax on the bill. g. For each year, summarize every category ofrevenues reported to the City and reconcile these revenues to the utility users' taxes.

2.3 Procedures specific to Telecommunication Utility Users' Taxes a. Review the following, as applicable: enhanced service revenues, private line revenues, equipment lease and sales revenues, installation and maintenance agreement charges, late fees, non-sufficient funds fees, E91 l charges, sales taxes, and state and federal USF charges. Determine that these items are appropriately treated in the determination of the gross revenues reported to the City.
b. Review the allocations of any bundled products consistent with accounting requirements (Accounting Standards Codifications 605 and 606) to ascertain the correct amount subject to the UUT is being determined.
c. Identify any exempt telecommunications revenues and determine if the customer meets the requirements for exempt status.
d. Determine whether gross revenues generated from Indefeasible Right of Use ("IRU") agreements were correctly included in the revenue base to determine UUT payments to the City.
e. Obtain a list of the reseller lease agreements. Determine whether revenues from reseller lease agreements were correctly included in the telecommunications revenue base to determine the UUT payments to the City or whether the reseller self-reports. f. Review the allocation percentage and method utilized to calculate allocated revenues, such as the long-distance revenues between intrastate and interstate.

2.4 Summarize Results and Issue Reports
a. Analyze utility users' taxes reported to the City by category of revenues. b. Calculate under/overpayment of the amount due to the City, interest charges and applicable fees on under/overpayments of the utility users' taxes. c. Submit final reports to the City. The reports will include HdL findings, including a recalculation of the utility users' taxes and determination of any deficiencies plus applicable interest due to the City.

3. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 3 .1 HdL may provide additional hours of general consulting to be utilized on an as-needed basis at the City's request. Such assistance may include technical assistance, subject matter expertise, education, participation in conference calls, responding to staff inquires via phone and email, reviewing staff reports to the City Council, assisting with responses to inquiries from the public, or other issues as may be requested by the City.

SECTION II: FEES & CHARGES

1. SUPPORT & INDUSTRY MONITORING SERVICES

1.1 Fees for performing support and industry monitoring services, including support & industry monitoring and operations management shall be charged at $3,000.00/month.

City Council 23 – 31 7/16/2024
DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B

1.2 Fees will be invoiced monthly to City for services performed during the prior month. Payment by City for any outstanding balance shall be made within forty-five ( 45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

1.3 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%) ..

1.4 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by the City.

2. AUDIT SERVICES

2.1 HdL will perform reviews of the reports of utility users' taxes (cable, electric, gas, telecommunications as appropriate - collectively Companies) concerning the utility users' taxes (UUT) payments to the City for an hourly rate of $200 per hour, not to exceed $25,000.00 per review. It is possible for a single company to require multiple reviews (with separate budgets), i.e. Verizon/Frontier for wireline services and cellular service.

2.2 If the City takes legal action to collect underpayments identified by HdL, any additional services, e.g. expert testimony, by HdL will be provided at an agreed hourly rate of $250.00 per hour.

2.3 The City will be invoiced monthly for services performed during the prior month. Payment by City shall be made within forty-five ( 45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures

2.4 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). HdL will communicate any fee adjustments to the City in writing, with sixty (60) days advance notice.

City Council 23 – 32 7/16/2024
Consultant Agreement_HdL Associates RFP
24-010 - CAO approved - 6-27-24(409067.1) a
Final Audit Report 2024-07-08
Created: 2024-07-08
By: Kristin Andrade ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAmDbN-1gIAfnlwOoVP5xqbnFyzQDUK2pV "Consultant Agreement_HdL Associates RFP 24-010 - CAO app roved - 6-27-24(409067.1) a" History
Document created by Kristin Andrade ([email protected]) 2024-07-08 - 5:40:10 PM GMT
Document emailed to Kathryn Downs ([email protected]) for signature 2024-07-08 - 5:40:42 PM GMT
Email viewed by Kathryn Downs ([email protected])
2024-07-08 - 5:44:34 PM GMT
Document e-signed by Kathryn Downs ([email protected]) Signature Date: 2024-07-08 - 5:44:45 PM GMT - Time Source: server Agreement completed.
2024-07-08 - 5:44:45 PM GMT
City Council 23 – 33 7/16/2024
Resolution No. 2024-XXX

Page 1 of 3 ends

Santa Ana City CouncilJuly 16, 2024

Santa Ana City Council
July 16, 2024