Santa Ana City Council
August 20, 2024

235 Vendors Notified
14 Santa Ana Vendors Notified
13 Vendors Downloaded IFB
3 Bids Received
0 Bids Received from Santa Ana Vendors
Bids were solicited, opened on May 9, 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 Sun Pac Storage Containers was deemed non-responsive as the vendor did not meet IFB specifications. The bids submitted by Bizon Group, Inc. and Southwest Mobile Storage were both determined to be the lowest, responsible bids, were responsive to the specifications, and meet 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 14 Santa Ana vendors. No Santa Ana vendors downloaded the IFB nor 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 for an estimated amount of $110,000 in various departmental Miscellaneous Operating Expense accounts (no. 63001). Future fiscal year funding for a total amount not to exceed $550,000 will be included in the proposed budgets for City Council consideration. Prior to utilizing the citywide contracts, the requesting departments will follow the Purchasing Policies and Procedures (Policy) and ensure funds are available. Upon successful completion of the fiscal review, the Purchasing Division will approve orders in accordance with the Policy.

Fiscal
Year
Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account
Description
Amount
05617640-
63001
Sanitary
Sewer Service
Miscellaneous Operating
Expenses
$10,000
06017640-
63001
Water Water Utility Water
Production and Supply,
Miscellaneous Operating
Expenses
$30,000
FY
24-25
06017641-
63001
Water Water System
Maintenance,
Miscellaneous Operating
Expenses
$15,000
City Council 15 – 2 8/20/2024
Storage Containers
August 20, 2024

Fiscal
Year
Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account
Description
Amount
99999999-
63001
Various Funds Citywide, Miscellaneous
Operating Expenses
$55,000
05617640-
63001
Sanitary
Sewer Service
Miscellaneous Operating
Expenses
$10,000
06017640-
63001
Water Water Utility Water
Production and Supply,
Miscellaneous Operating
Expenses
$30,000
06017641-
63001
Water Water System
Maintenance,
Miscellaneous Operating
Expenses
$15,000
FY
25-26
99999999-
63001
Various Funds Citywide, Miscellaneous
Operating Expenses
$55,000
05617640-
63001
Sanitary
Sewer Service
Miscellaneous Operating
Expenses
$10,000
06017640-
63001
Water Water Utility Water
Production and Supply,
Miscellaneous Operating
Expenses
$30,000
06017641-
63001
Water Water System
Maintenance,
Miscellaneous Operating
Expenses
$15,000
FY
26-27
99999999-
63001
Various Funds Citywide, Miscellaneous
Operating Expenses
$55,000
05617640-
63001
Sanitary
Sewer Service
Miscellaneous Operating
Expenses
$10,000
06017640-
63001
Water Water Utility Water
Production and Supply,
Miscellaneous Operating
Expenses
$30,000
06017641-
63001
Water Water System
Maintenance,
Miscellaneous Operating
Expenses
$15,000
FY
27-28
99999999-
63001
Various Funds Citywide, Miscellaneous
Operating Expenses
$55,000
FY
28-29
05617640-
63001
Sanitary
Sewer Service
Miscellaneous Operating
Expenses
$10,000
City Council 15 – 3 8/20/2024
Storage Containers
August 20, 2024

Fiscal
Year
Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account
Description
Amount
06017640-
63001
Water Water Utility Water
Production and Supply,
Miscellaneous Operating
Expenses
$30,000
06017641-
63001
Water Water System
Maintenance,
Miscellaneous Operating
Expenses
$15,000
99999999-
63001
Various Funds Citywide, Miscellaneous
Operating Expenses
$55,000
TOTAL $550,000

EXHIBIT(S)

1. Bid Abstract
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 15 – 4 8/20/2024

BIDDER LOCATION TOTAL
Bizon Group, Inc. Lathrop, CA $ 162,914.50
Southwest Mobile Storage Phoenix, AZ $ 265,069.00
Storage Container Purchase, Rental, Disposal, Transport & Repair Services (24-053)

ABSTRACT OF BIDS
EXHIBIT 1
City Council 15 – 5 8/20/2024
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
August 20, 2024
TOPIC: Vehicle Tires

AGENDA TITLE
Purchase Order Contracts to Daniels Tire Service and Parkhouse Tire, Inc. for Vehicle Tires (Specification No. 24-088) (Non-General Fund)

RECOMMENDED ACTION
Award aggregate purchase order contracts to Daniels Tire Service and Parkhouse Tire, Inc. for vehicle tires for a three-year period beginning August 20, 2024 and expiring August 19, 2027, with provisions for two, one-year renewal options, in an annual aggregate amount not to exceed $200,000.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The Public Works Agency is responsible for the acquisition, maintenance, repair, and replacement of all City vehicles, trucks, and maintenance equipment. The City has a fleet of over 650 vehicles and equipment that require routine tire replacement to ensure driver safety, fuel efficiency, and proper vehicle maintenance. Vehicle tires are selected to best suit each vehicle’s requirements and meet manufacturer’s recommendations.

Santa Ana Ordinance No. NS-3041 authorizes the City to utilize purchases against contracts from any public agency employing a competitive bid process. The NASPO ValuePoint contracts with The Goodyear Tire & Rubber Company (Contract #MA24155) and Bridgestone Americas Tire Operation, LLC (Contract #MA24158). Daniels Tire Service, located in Santa Fe Springs, CA is an authorized reseller for The Goodyear Tire & Rubber Company contract and Parkhouse Tire Inc., located in Santa Ana, CA is an authorized reseller for the Bridgestone Americas Tire Operation, LLC contract. Both resellers are offering tires under the NASPO ValuePoint contracts for their respective suppliers. These contracts were awarded as a result of open, competitive bidding, and meet the City’s requirements. Utilizing the contracts through both vendors will ensure immediate access and availability to the tires required to avoid lapse in service.

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

City Council 16 – 1 8/20/2024
Vehicle Tires
August 20, 2024

FISCAL IMPACT
Funds are budgeted in the Public Works Agency Fleet Maintenance Equipment Maintenance/Garage Operation account for Fiscal Year 2024-25 and will be charged back to various operating departments through monthly vehicle rental charges.

Subsequent funding for the remainder of the first year of the contract and the two oneyear renewal options, if exercised, will be budgeted and made available in future fiscal years.

Fiscal
Year
Accounting
UnitAccount #
Fund
Description
Accounting Unit,
Account Description
Amount
2024-25
(Aug-Jun)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$183,333
2025-26 07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$200,000
2026-27 07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$200,000
2027-28
(July)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$16,667
Optional 1-Year Extension
2027-28
(Aug-Jun)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$183,333
2028-29
(July)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$16,667
Optional 1-Year Extension
2028-29
(Aug-Jun)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$183,333
City Council 16 – 2 8/20/2024
Vehicle Tires
August 20, 2024

Fiscal
Year
Accounting
UnitAccount #
Fund
Description
Accounting Unit,
Account Description
Amount
2029-30
(July)
07517100-
63202
Fleet
Maintenance
Equipment Maint–Garage
Operation, Operating
Materials & Supplies
Equipment
$16,667
TOTAL $1,000,000
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 16 – 3 8/20/2024
City Attorney’s Office
www.santa-ana.org/city-attorneys-office
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Agreement for Legal and Investigative Services

AGENDA TITLE
Legal Services Agreement with Hanson Bridgett, LLP (General Fund)

RECOMMENDED ACTION
Approve a legal services agreement with Hanson Bridgett, LLP to provide legal and investigative services with a term through June 30, 2025 with an optional one-year extension, and compensation not to exceed $200,000 (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The City Attorney’s Office has previously engaged Hanson Bridgett, LLP (Attorneys) to provide legal and investigative services. Attorneys were engaged due to their vast expertise and resources, including a staff of over 200 attorneys across the State and legal network/alliance memberships, both national and international, to meet the City’s goals.

In addition to being well-versed in all stages of the litigation process, the Attorneys’ expertise include municipal law, labor, and employment, as well as conducting internal investigations. Further, the Attorneys have vast experience representing public agencies including the City of Beverly Hills Police and Fire Departments, City of Anaheim, and City of Alhambra Police Department, among others.

Services provided by Attorneys in the past have exceeded expectations, and the City Attorney’s Office would now like to engage Hanson Bridgett, LLP in an agreement for legal and investigative services for $200,000. The term of the agreement runs through June 30, 2025, with an option for the City Manager and City Attorney to extend the term for one additional year.

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

City Council 17 – 1 8/20/2024
Agreement for Legal and Investigative Services
August 20, 2024

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

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit,
Account Description
Amount
FY 24-25 01105015-62300 General Fund General NonDepartmental, Contract Services-Professional
$200,000
TOTAL $200,000

EXHIBIT(S)

1. Legal Services Agreement with Hanson Bridgett, LLP
Submitted By: Sonia Carvalho, City Attorney
Approved By: Alvaro Nuñez, City Manager
City Council 17 – 2 8/20/2024
1 LEGAL SERVICES AGREEMENT WITH

HANSON BRIDGETT LLP
This AGREEMENT, made and entered into this 20th day of August, 2024, by and between Hanson Bridgett LLP (“Attorneys”), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City”).

RECITALS
A. The City of Santa Ana and the City Attorney’s Office City desires to employ Attorneys to assist the in-house attorneys for the City (“City Attorney”) in the provision of legal and investigative services to the City.

B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, and desire to undertake said services.

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. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with legal and investigative matters. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter.

2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services compensation at the following rates: Partner rates are $495.00 an hour and Associate range from $350-395 an hour. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed $200,000. including any extension periods.
c. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page.
ii. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney.

City Council 17 – 3 8/20/2024
2 iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City.
v. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants.
vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service.
vii. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice.

3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys’ discretion, they may choose to defer payment.

Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. City agrees to compensate Attorneys for work performed between June 1, 2024, and the first date written above.

4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement.

5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions.

6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2025, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney.

7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City.

City Council 17 – 4 8/20/2024
3 8. INSURANCE Attorneys shall provide to the Executive Director of Human Resources proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (nonowned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services)
c. Workers’ Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If Attorneys maintain 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 Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured Status- The City of Santa Ana, 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 Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys’ insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys’ insurance coverage shall be primary coverage at least as broad as ISO CG City Council 17 – 5 8/20/2024
4 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys’ insurance and shall not contribute with it. iii. Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
h. 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.
i. Claims Made Policies - If any of the required policies provide coverage on a claimsmade basis:
i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. j. Verification of Coverage – Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorney’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 17 – 6 8/20/2024
5 k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. l. 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

9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys’ negligent or wrongful performance or conduct related to this Agreement. Since the purpose of the Attorneys' engagement is to assist the City in determining the facts related to internal personnel complaints, the City agrees to the following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys, its successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or non-performance of its obligations under this Agreement, unless an error or erroneous omission by Attorneys cause such damage or loss. The City shall not indemnify Attorneys for any matter involving a claim by the City of professional negligence, or any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct outside the scope of its retention under this Agreement. This Agreement in no way limits the Attorneys' liability for professional malpractice under California Rule of Professional Conduct 3- 400.

10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City’s prior written approval.

Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys‘ retention under this Agreement, shall be marked as “PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT” and shall be the property of the City Attorney’s Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City.

City Council 17 – 7 8/20/2024
6 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement.

12. 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 telefacsimile 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, California 92702-1988
Facsimile (714) 647-6956
Courtesy Copy: City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515
To Attorneys: Alfonso Estrada, Esq., Partner
Hanson Bridgett, LLP
777 S. Figueroa Street, Suite 4200
Los Angeles, CA 90017
Facsimile (213) 395-7618
A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

City Council 17 – 8 8/20/2024
7 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, 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 Attorneys. 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 Attorneys 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 parties, which are not embodied herein.

14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys 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 of this Agreement performed by City personnel or by other Attorneys retained by City.

15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions.

16. NON-DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

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

18. MISCELLANEOUS PROVISIONS 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 City Council 17 – 9 8/20/2024
8 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.

19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original.

Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement.

20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys’ opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter.

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

ATTEST:

_________________________
JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: _________________________

TAMARA BOGOSIAN
Senior Assistant City Attorney

CITY OF SANTA ANA
____________________________
ALVARO NUÑEZ
Acting City Manager

HANSON BRIDGETT LLP
By: ______________________________

ALFONSO ESTRADA
Partner

City Council 17 – 10 8/20/2024
Community Development Agency
www.santa-ana.org/community-development
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Downtown Santa Ana Holiday Decorations

AGENDA TITLE
Agreement with BrightLife Designs, LLC for Holiday Decorations, Installation, Removal, and Storage (Revive Santa Ana)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with BrightLife Designs, LLC to install, remove, and store holiday decorations in Downtown Santa Ana for a three-year term beginning September 1, 2024 and ending February 1, 2027, in the amount not to exceed $144,400 (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
To enhance the City’s holiday experience and offer a placemaking attraction for the community, staff is requesting to enter into an agreement with BrightLife Designs, LLC to provide holiday decorations in the Downtown. Holiday decorations encourage residents to visit the downtown and serve as a beautification element throughout the holiday season.

In an effort to respond to the business community’s request to install holiday decorations throughout Downtown, the Community Development Agency issued a Request for Proposals (RFP) #24-023A in February 2024 seeking qualified and experienced contractors for the installation, removal, and storage of holiday decorations.

Six proposals were received and an evaluation committee composed of staff from the Parks, Recreation, and Community Services Agency and Community Development Agency reviewed and rated the proposals. The proposals were evaluated according to the following categories: Responsiveness, Experience, Cost, and Reference.

BrightLife Designs, LLC ranked first due to being the most responsive, capable, and experienced respondent. The results of the RFP evaluation as follows:

City Council 18 – 1 8/20/2024
Downtown Santa Ana Holiday Decorations
August 20, 2024

Vendor Rank
BrightLife Designs, LLC 1
St. Nick’s 2
Dekra-Lite 3
Polar Bear Lighting 4
Trovao and Associates 5
Celebration Holiday Studio 6
The BrightLife Designs, LLC proposal provides several options that will help the City adjust or modify holiday decoration as needed. The proposal demonstrated the ability to meet the unique needs of Downtown, provides for flexibility, and is readily available with an office in Orange County. In addition, BrightLife Designs, LLC has subject matter expertise and a solid track record in working with other government agencies. Most importantly, BrightLife Designs, LLC prioritizes safety with the installation of the holiday decorations in order to preserve the security of residents, visitors, and property.

American Rescue Plan Act (ARPA) funds will be utilized as program funds will need to be spent by 2026.

FISCAL IMPACT
The City anticipates spending the contract funds by December 31, 2026 to comply with ARPA regulations.

Funds were budgeted and available in the following account in FY 2023-24; a proposed carry-over of unspent funds will be presented to the City Council for approval of carryover to FY 2024-25 and future fiscal years.

Fiscal
Year
Accounting UnitAccount No. Fund Description Accounting Unit, Account Description Amount
FY 24-25 18118013-62300
(22132301302)
American Rescue
Plan Act (ARPA)
ARPA – Contract
Services-Professional $60,000
FY 25-26 18118013-62300
(22132301302)
American Rescue
Plan Act (ARPA)
ARPA – Contract
Services-Professional $42,200
FY 26-27 18118013-62300
(22132301302)
American Rescue
Plan Act (ARPA)
ARPA – Contract
Services-Professional $42,200
Total: $144,400

EXHIBIT(S)

1. Agreement
Submitted By: Michael L. Garcia, Executive Director, Community Development Agency Approved By: Alvaro Nuñez, City Manager
City Council 18 – 2 8/20/2024

#400435v1

AGREEMENT FOR HOLIDAY DECORATION, INSTALLATION,

REMOVAL AND STORAGE BETWEEN

BRIGHTLIFE DESIGNS AND CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this WK day of August, 2024 by and between BrightLife Designs, LLC, (“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
$ 2Q)HEUXDU\WKH&LW\LVVXHGD5HTXHVWIRU3URSRVDO1R$ ³5)3´
E\
ZKLFKLWVRXJKWDFRQWUDFWRUWRLQVWDOOUHPRYHDQGVWRUHKROLGD\GHFRUDWLRQVIRUVHYHUDO DUHDVLQWKH&LW\RI6DQWD$QD&RQWUDFWRUVXEPLWWHGDWLPHO\DQGUHVSRQVLYHSURSRVDO ZKLFKKDVEHHQVHOHFWHGE\WKH&LW\
% Contractor represents that Contractor is able and willing to provide such services to the City.
& 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 consulting firm in the field.

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

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

2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $144,400. 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 Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

EXHIBIT 1
City Council 18 – 3 8/20/2024

#400435v1
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 6HSWHPEHUDQGFRQWLQXHWKURXJK)HEUXDU\ , unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in 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.

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 Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

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

6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, 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.

EXHIBIT 1
City Council 18 – 4 8/20/2024

#400435v1

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. Required policy limits can be met with primary and umbrella/excess insurance policies.

2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

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

2. Contractor’s Insurance company(ies) agrees 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 arise from work performed by Contractor under this Agreement.

3. For any claims related to this contract, Contractor’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. 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. Insurance policy(ies) required herein 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 nonrenewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.

EXHIBIT 1
City Council 18 – 5 8/20/2024

#400435v1
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.

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

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

7. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, 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.

8. 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 EXHIBIT 1
City Council 18 – 6 8/20/2024

#400435v1
or documents provided by Contractor to the City pursuant to this Agreement.

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

10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to 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.

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

12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all EXHIBIT 1
City Council 18 – 7 8/20/2024

#400435v1
applicable federal, state and local laws and regulations.

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

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of 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, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

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

EXHIBIT 1
City Council 18 – 8 8/20/2024

#400435v1

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

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

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

To City:

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,
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
EXHIBIT 1
City Council 18 – 9 8/20/2024

#400435v1
To Contractor:

Joe Castro
Owner/Designer/Legal Compliance
Bright Life Designs, LLC
16351 Gothard St., Ste C
Huntington Beach, CA 92647
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on following page]
EXHIBIT 1
City Council 18 – 10 8/20/2024
EXHIBIT 1
City Council 18 – 11 8/20/2024

EXHIBIT A

SCOPE OF SERVICES
EXHIBIT 1
City Council 18 – 12 8/20/2024

CITY OF SANTA ANA
The Contractor shall install, remove, and store holiday decorations for several areas in the City of Santa Ana as specified below.

A. Annual Proposal and Safety Inspection

1. Annually, during the months of July-August, Contractor is responsible for:
a. Providing a proposal for holiday décor for City’s consideration, b. Refurbishment recommendations,
c. Identification of new locations for holiday décor, and d. Itemization of the cost per season/use.

2. Prior to installation each year, Contractor must perform a comprehensive inspection of all decorations and lights to ensure safety and to identify any signs of wear.

3. A comprehensive plan for the annual replacement and refurbishment of decorations is required to ensure proper working order, safety, and a consistent visual appearance each year.

B. Electrical Component Installation
All installation of electrical components must adhere to the highest standards of safety and best business practices for outdoor electrical installation and use.

C. Installation & Removal Timeline
The installation of holiday decorations is scheduled to take place during the 2nd or 3rd week of November, annually. All holiday decorations must be removed by the 1st or 2nd week of January each year for annual cleaning and storage.

D. Installation & Removal of City-Owned Decorations

1. The Contractor is expected to handle the installation, removal, and storage of 79 Light Posts, each adorned with 10’ sections of decorated garland (two per pole).

2. Additionally, the Contractor is required to manage the installation, removal, and storage of a total of 158, 24” red bows with gold trim with which each Light Post will be decorated, equating to 2 bows per pole.

3. The Contractor is also to provide five (5) 10’ sections of decorated garland with 24” red bows and gold trim for additional decorations, as well as provide suggestions for specific additional opportunities for decoration.

E. Advisory Services for Specific Additional Decorations

1. Provide recommendations and lease options for two large or four small/medium illuminated accent decorations to be strategically placed in key locations within Downtown Santa Ana and other areas in the City, such as large parking structures.

2. Provide at least two suggestions and lease options for holiday decorations or lighting opportunities (e.g., snowflakes) capable of illuminating walls or buildings within the Downtown area and other areas of the City.

EXHIBIT I

SCOPE OF SERVICES
City of Santa Ana RFP No. 24-023A Page 18 of 54
EXHIBIT 1
City Council 18 – 13 8/20/2024

CITY OF SANTA ANA

3. Provide suggestions for string lights that hang parallel to 4th Street, affixed to the light poles from French Street to Ross Street. Include cost of removal of existing lights.

F. Locations
Locations for decorations are throughout Downtown Santa Ana (DTSA) and are as follows:
x 4th Street between Mortimer & Ross Street
x 3rd Street between Mortimer & Ross Street
x Plaza Calle Cuatro
x Second Street Promenade, 2nd & Broadway
x Skyline at 4th & Spurgeon
x Skyline at 4th & Broadway
x Other locations as recommended by the contractor
City of Santa Ana RFP No. 24-023A Page 19 of 54
EXHIBIT 1
City Council 18 – 14 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
EXHIBIT 1
City Council 18 – 15 8/20/2024
Scope of Services

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Bow Accent Kits – 4th & 3rd Street
- Installation of eighty (80) Light Posts with one 10’ sections of decorated garland per pole.- (14) Total Red Bow Accent Kits, (66) Total Gold Bow Accent Kits - (160) total bows. Each Light Post will have a bow on either side, (2) bows per pole. Downtown Teddy - Plaza - Installation of One (1) 10’ Lighted Giant Teddy Bear, installation, and removal at Plaza Calle Cuatro. Teddy will be installed in the planter corner opposite of the tree. Complimentary.

Snowflake Swirl Skylines – 4th Street (Various Areas)- Installation of Four (4) Overstreet Snowflake Ribbon Overstreet Element per existing Guide cables between buildings down 4th street. Possible Locations: 4th & Spurgeon, 4th & Broadway, 4th & Main, 4th & Sycamore.

Lighted Ornament Arch w/ Present - Plaza- Installation of one (1) 12’ Lighted Ornament Arch on the plaza stage. Ornament Arch provides great opportunity for photos. Ornament Arch will be surrounded by presents and spheres.

Red Tinsel Light Pole Wrap - Plaza
- Installation of Red Tinsel on Six (6) Light poles in the Plaza. Plaza will be wrapped around the poles similar style to the garland bow kits.

Snowflake Projectors – Plaza or 2nd St Promenade
- Installation of IPS LED light projected on the plaza building or the floor of the 2nd street promenade. Custom gobo. Snowflakes projected on the building walls. Use of a pipe and base. We recommend two possible locations.

Seasonal Overhead Lighting – 2nd Street Promenade
- Installation of 500 feet of overhead lighting attached to the light posts throughout the plaza. Lights will be alternating red, White, Green to match the holiday theme. Overhead lighting is a great way to enhance an area, add safety, as well as keep décor out of reach. *Power will be needed at poles for this option
NEW ACCENT KITS- Purchase of (5) New Red Bow Accent Kits each year to replace the old Gold Accent Kits.

EXHIBIT 1
City Council 18 – 16 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
Garland and Bow Kits – 3rd & 4th Street
EXHIBIT 1
City Council 18 – 17 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
Downtown Teddy – Complimentary!
EXHIBIT 1
City Council 18 – 18 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
4th Street Skylines – Snowflake Swirls
EXHIBIT 1
City Council 18 – 19 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
Lighted Ornament Arch - Plaza
EXHIBIT 1
City Council 18 – 20 8/20/2024
Scope of Services

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Projected Snowflakes – Plaza or 2nd Street Promenade
EXHIBIT 1
City Council 18 – 21 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
Overhead Holiday Lighting – 2nd Street Promenade
EXHIBIT 1
City Council 18 – 22 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Scope of Services
Red Tinsel Pole Wraps - Plaza
EXHIBIT 1
City Council 18 – 23 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
2024 Holiday Décor Additional Concepts
EXHIBIT 1
City Council 18 – 24 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Additional Options
4th Street Skylines – Garland and Wreaths
$11,600.00
EXHIBIT 1
City Council 18 – 25 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Additional Options
Large Lighted Wreath Walkthrough Photo Op
$11,050.00
Multiple Locations Available!
EXHIBIT 1
City Council 18 – 26 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Additional Options
Large 12’ Lighted Wreath – Parking Structure
Wreath Example
$3,800.00
EXHIBIT 1
City Council 18 – 27 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Additional Options
Large 8’ Lighted Bow – Plaza $3,500.0
0 EXHIBIT 1
City Council 18 – 28 8/20/2024

EXHIBIT B

COMPENSATION
EXHIBIT 1
City Council 18 – 29 8/20/2024
Proposed Cost Sheet

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Description Quantity Unti Cost Discount Total
Current
Installation of Bow Accent Kits 80 120.00 $ 9,600.00 $Removal of Bow Accent Kits 80 40.00 $ 3,200.00 $ Storage of Bow Accent Kits 80 49.00 $ 3,920.00 $
Purchase of Five (5) Red Bow Accent Kits 5 525.00 $ 2,625.00 $ Specific Additional Decorations 1
Lighted Teddy Plaza 1 11,995.00 $ 100% COMPLIMENTARYSkylines Lighted Snowflake Swirl 4 2,900.00 $ 11,600.00 $
Lighted Ornament Arch w Presents 1 8,500.00 $ 8,500.00 $ Red Tinsel Pole Wrap Plaza 6 250.00 $ 1,500.00 $
- $
Specific Additional Decorations 2
Snowflake Projectors 2 2,200.00 $ 4,400.00 $Bistro 2nd Promenade 550 14.50 $ 7,975.00 $ - $
Refurbishment
Ornament Refurbishment for Exisiting Bow Accent Kits 15 230.00 $ 3,450.00 $ Replacment
Replacment of Gold Bow Accent Kits with Red Bow Accent Kits 5 525.00 $ 2,625.00 $ String Light Standalone
Hang Customer Owned Bistro Lights Paralell Down 4th Street 1300 14.50 $ 18,850.00 $*Additional Product needed for full covereage from Ross - French - $ Additional Decoration Options (Not included in Official Proposal Pricing) Lighted Photo Op Wreath 1 11,050.00 $ 11,050.00 $
Skylines - Wreaths and Garlands
4 2,900.00 $ 11,600.00 $
12' Wreath Parking Structure 1 3,800.00 $ 3,800.00 $8' Bow Plaza 1 3,800.00 $ 3,800.00 $ Annual Total (Does not include Additional Options or Standalone) 59,395.00 $ EXHIBIT 1
City Council 18 – 30 8/20/2024

BRIGHTLIFE DESIGNS LLC
Will Gugerty, (562) 810-7363 16351 Gothard St, STE C Huntington Beach, CA 92647 [email protected]
Décor Refurbishment/Replacement Plan Options

ADDITIONAL REFURB AND REPLACEMNT PLAN OPTIONS
Goal: Replace All Gold Bow Accent Kits with Red Accent Kits. Refurbish damaged items in tandem as program ages.OPTION 1: 30 Red Bow Kits Total After 3 years, 40 Total after 5 years Per Unit Price QTY Year 1 Year 2 Year 3 Total
Ornament Refurbishment 230.00 $ 20 4,600.00 $ 4,600.00 $ 4,600.00$ 13,800.00 $ Additional Bow Kit Replacemnt (In addition to pre set 5 per year) 525.00 $ 0 - Total 4,600.00 $ 4,600.00 $ 4,600.00$
OPTION 2 (Listed Option): 45 Red Bow Kits Total After 3 years, 65 Total after 5 years Per Unit Price QTY Year 1 Year 2 Year 3 Total
Ornament Refurbishment 230.00 $ 15 3,450.00 $ 3,450.00 $ 3,450.00$ 10,350.00 $ Additional Bow Kit Replacemnt (In addition to pre set 5 per year) 525.00 $ 5 2,625.00 $ 2,625.00 $ 2,625.00$ 8,405.00$ Total 6,075.00 $ 6,075.00 $ 6,075.00$
OPTION 3: 60 Red Bow Kits Total After 3 years, Complete Switch after 5 years Per Unit Price QTY Year 1 Year 2 Year 3 Total
Ornament Refurbishment 230.00 $ 10 2,300.00 $ 2,300.00 $ 2,300.00$ 6,900.00$ Additional Bow Kit Replacemnt (In addition to pre set 5 per year) 525.00 $ 10 5,250.00 $ 5,250.00 $ 5,250.00$ 15,750.00 $ Total 7,550.00 $ 7,550.00 $ 7,550.00$
• THESE OPTIONS REPRESENT THE REPLACMENT AND REFURBISHMENT COSTS LISTED ON OFFICIAL PRICE SHEET. THESE ARE IN ADDITON TO THE PRESET 5 BOW ACCENT KITS PURCHASED EACH YEAR. • OPTION 2 IS CURENTLY LISTED ON THE PROPOSAL• NOTED IS THE AMOUNT OF KITS SWITCHED OUT AFTER 3-5 YEARS DEPENDING ON THE LEVEL CHOSEN.

EXHIBIT 1
City Council 18 – 31 8/20/2024
Finance and Management Services
www.santa-ana.org/finance
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services

AGENDA TITLE
Agreement with Cherry Bekaert Advisory LLC for Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Cherry Bekaert Advisory LLC for Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services for a total aggregate amount not to exceed $150,000 for a three-year term beginning August 20, 2024 and expiring August 19, 2027, with a provision for a twoyear extension (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Finance and Management Services Agency (FMSA) oversees the comprehensive cost allocation process, which includes the Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation. The primary purpose of these cost allocation plans is to ensure that the City’s method of identifying and distributing indirect costs and internal service costs is fair, comprehensive, well-documented, and defensible. These cost allocation plans are used for the budget development process and to recover costs through charges to restricted funding sources. In addition, due to the increased scrutiny from state and federal agencies, staff recommends to continue using experienced firms for these services to remain compliant with applicable laws and regulations.

The proposed services include two primary components: an Indirect Cost Allocation Plan (Indirect Costs) and an Internal Service Funds Cost Allocation Methodology. The Indirect Cost Allocation Plan aims to recover the General Fund’s overhead costs of providing indirect support services to operating departments and programs. The Internal Service Funds Cost Allocation Methodology aims to develop a full cost allocation methodology to recover annual operating costs of internal service funds from interagency customers.

City Council 19 – 1 8/20/2024
Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services
August 20, 2024

Eight firms submitted proposals in response to the Request for Proposal (RFP) No. 24- 059: Revenue & Cost Specialists, LLC, Willdan Financial Services, ClearSource Financial Consulting, Government Consulting Partners, Inc., Maximus US Services, Inc., MGT of America Consulting, LLC, Cherry Bekaert Advisory LLC, and Matrix Consulting Group, Ltd. The selection committee with experience in the related services evaluated proposals.

Based on the Committee’s evaluation and review of references, Cherry Bekaert Advisory LLC was selected as the most qualified firm for Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services. They demonstrated extensive experience in this field with governments of similar size. In addition, the firm demonstrated the ability to work with staff to understand the City’s operations and maximize recovery of indirect costs.

Cherry Bekaert Advisory LLC will provide the following services:

Indirect Costs (General Fund Overhead Support):
• City Attorney
• Office of the City Manager
• Human Resources
• City Clerk
• Finance (Purchasing, Management & Support, Payroll, and Treasury) • Fixed Assets
Internal Service Funds:
• Building Maintenance
• Equipment Maintenance and Replacement
• Self-Insurance ( Worker’s Compensation, General Liability, and Employees Benefit)
• Information & Communication Services
• City Yard Operations (Corporate Yard and Fleet maintenance facility) • Public Works Agency’s Engineering and Administrative Services

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

FISCAL IMPACT
Funding is available in the current FY 2024-25 budget, and funding for the subsequent fiscal year will be included in the proposed budget for City Council consideration.

City Council 19 – 2 8/20/2024
Indirect Cost Allocation Plan and Internal Service Fund Cost Allocation Methodology Services
August 20, 2024

Fiscal
Year
Accounting
Unit-Account#
Fund
Description
Accounting Unit, Account
Description
Amount
FY 24-25 01110110-62300 General Fund Finance/Management Services - Accounting
$20,000
FY 24-25 01110100-62300 General Fund Finance/Management Services – Management &
Supt
$10,000
FY 25-26 01110110-62300 General Fund Finance/Management Services - Accounting
$20,000
FY 25-26 01110100-62300 General Fund Finance/Management Services – Management &
Supt
$10,000
FY 26-27 01110110-62300 General Fund Finance/Management Services - Accounting
$20,000
FY 26-27 01110100-62300 General Fund Finance/Management Services – Management &
Supt
$10,000
FY 27-28 01110110-62300 General Fund Finance/Management Services - Accounting
$20,000
FY 27-28 01110100-62300 General Fund Finance/Management Services – Management &
Supt
$10,000
FY 28-29 01110110-62300 General Fund Finance/Management Services - Accounting
$20,000
FY 28-29 01110100-62300 General Fund Finance/Management Services – Management &
Supt
$10,000
Total $150,000

EXHIBIT(S)

1. Agreement
Submitted By: Kathryn Downs, Finance and Management Services Executive Director Approved By: Alvaro Nuñez, City Manager
City Council 19 – 3 8/20/2024
EXHIBIT 1
City Council 19 – 4 8/20/2024
City Council 19 – 5 8/20/2024
City Council 19 – 6 8/20/2024
City Council 19 – 7 8/20/2024
City Council 19 – 8 8/20/2024
City Council 19 – 9 8/20/2024
City Council 19 – 10 8/20/2024
City Council 19 – 11 8/20/2024
City Council 19 – 12 8/20/2024
City Council 19 – 13 8/20/2024
City Council 19 – 14 8/20/2024
City Council 19 – 15 8/20/2024
Library
www.santa-ana.org/library
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Main Library Renovation Project and Outdoor Library at Jerome Park

AGENDA TITLE
Agreement with Siemens Industry, Inc. for the Main Library and Outdoor Library at Jerome Park Projects (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Siemens Industry, Inc. for equipment, licenses, construction oversight of security camera installation, and integration into the City network for the Main Library Renovation and Outdoor Library at Jerome Park projects, in the amount of $64,200, with a 10% contingency, for a total not to exceed amount of $70,620, for a term expiring December 31, 2026, with a provision for a one-year extension (Agreement No. A- 2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
Ensuring safe, equitable, and accessible facilities is an important part of providing Library Services to the community. Therefore, included in the scope of work for the Main Library Transformation and Outdoor Library at Jerome Park projects, contractors will procure and install security camera systems. While the contractors will handle the installation of the cameras, Siemens, as the City’s primary security systems vendor, will be required to configure the camera system to ensure continuity and proper integration with the City’s existing security platform.

Siemens will provide the Library with both an on-site server and uninterruptible power supply that will integrate with the City’s current camera system and allow continuous recording of the Main Library’s 28 cameras and the Outdoor Library’s single camera.

Siemens will also provide Milestone device licenses for the cameras that will integrate into the City’s current system. Further, Siemens will assist with construction oversight of the camera installations as needed to ensure the new security systems are installed to the City’s specifications and standards.

The Santa Ana Police Department currently has a master agreement with Siemens for on-going, citywide video surveillance system maintenance, repair, and installation City Council 20 – 1 8/20/2024
Main Library Renovation Project and Outdoor Library at Jerome Park August 20, 2024

services through Request for Proposal (RFP) No. 20-053. Siemens has provided security camera system services to the City since 2013. Santa Ana City Municipal Code Section 2-807 authorizes the City to award agreements following a competitive bidding process by other public agencies meeting the City’s requirements. RFP No. 20-053 meets this requirement.

Construction of the Main Library Transformation Project and Outdoor Library at Jerome Park are anticipated to be completed in March 2026 and March 2025, respectively.

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

FISCAL IMPACT
Funds are budgeted and available in the following account and will be presented to City Council for approval of carryforward to FY 2024-25 as part of the citywide carry-forward process. Additional proposed carry-overs of unspent funds to future fiscal years will be presented to the City Council for approval as needed.

The following table summarizes the funds budgeted for expenditure for the agreement:

Fiscal
Year
Accounting Unit
- Account No.
(Project No.)
Fund
Description
Accounting Unit, Account
No. Description Amount
EXISTING BUDGET TO CARRYFORWARD TO FY 24-25
2024-25 01111017-
66200 General Fund
Library Service
Enhancement, Buildings
& Building Improvements
$70,620
TOTAL $70,620

EXHIBIT(S)

1. Agreement

2. Outdoor Library at Jerome Park Rendering
Submitted By: Brian Sternberg, Executive Director of Library Services Approved By: Alvaro Nuñez, City Manager
City Council 20 – 2 8/20/2024
1 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
SIEMENS INDUSTRY, INC. TO PROVIDE SECURITY CAMERA INSTALLATION AND

INTEGRATION FOR MAIN LIBRARY AND JEROME PARK
THIS AGREEMENT is made and entered into this 20th day of August, 2024 by and between Siemens Industry, Inc. (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of security camera installation and integration for security camera projects at the Main Library and Jerome Park outdoor library.

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

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 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 Consultant’s Proposal, attached hereto as Exhibit A and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement shall not exceed $70,620. This sum is compromised of a base fee of $64,200.32 and (2) a contingency amount of $6,420 for additional services at the City's sole discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on the date first written above and terminate on December 31, 2026, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may City Council 20 – 3 8/20/2024
2 be extended for one, one-year extension upon a writing executed by the City Manager

4. PREVAILING WAGES
Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws.

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

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 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.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall procure and maintain and shall require any subcontractors to 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 the services, products and materials supplied to City. Total cost of such insurance shall City Council 20 – 4 8/20/2024
3 be borne by Consultant.

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

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

2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code1 (any auto), with combined single limits no less than $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, per employee, per policy 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.

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

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

1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. Consultant’s Insurance company(ies) agree 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 arise from work performed by Consultant for City.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. 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 of liability.

5. Insurance policies required herein 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.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, City Council 20 – 5 8/20/2024
4 Attention: Maria Castro, 26 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project should be included in the Description of Operations section of each certificate.

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

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

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 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 Consultant’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.

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

8. INDEMNIFICATION
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 or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

City Council 20 – 6 8/20/2024
5 9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

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

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

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

11. 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.

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

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided City Council 20 – 7 8/20/2024
6 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
Library Services Director
Library Services Agency
City of Santa Ana
26 Civic Center Plaza
Santa Ana, CA 92702
To Consultant: Siemens Industry, Inc.

Attn: Benjamin Peeples
6141 Katella Avenue
Cypress, CA 90630
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

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

15. 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 City Council 20 – 8 8/20/2024
7 written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.

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

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

In such event, 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 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.

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

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

20. PROFESSIONAL LICENSES
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 City Council 20 – 9 8/20/2024
8 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.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[Signatures on the following page]
City Council 20 – 10 8/20/2024
9 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
City Clerk Acting City Manager
APPROVED AS TO FORM SIEMENS INDUSTRY INC.

SONIA R. CARVALHO
City Attorney
By: _____________________ ____________________________
Kyle Nellesen Benjamin Peeples
Assistant City Attorney Branch General Manager

RECOMMENDED FOR APPROVAL
____________________________
Brian Sternberg
Library Services Director
Library Services Agency
Brian Sternberg (Jul 31, 2024 12:30 PDT) Benjamin Peeples (Jul 31, 2024 14:43 PDT) City Council 20 – 11 8/20/2024

PROPOSAL
Main Library/Jerome Park Integration + Construction Oversite

PREPARED BY
Siemens Industry, Inc. ("Siemens")

PREPARED FOR

CITY OF SANTA ANA

DELIVERED ON
June 27, 2024

EXHIBIT A - PROPOSAL
City Council 20 – 12 8/20/2024
Proposal #: 8938263
Date: June 27, 2024
Contact Information
Sales Executive: Hannah Canales
Branch Address: 6141 Katella Avenue
Cypress, CA 90630
Telephone: (657) 413-8648
Email Address: [email protected]
Customer Contact: Eduardo Linares
Customer: CITY OF SANTA ANA
Address: 20 CIVIC CENTER PLAZA
SANTA ANA CA 92701
Services shall be provided at: Main Library + Jerome Park City Council Page 2 of 12 20 – 13 8/20/2024
Scope of Work
Siemens has been asked by City of Santa Ana to provide an onsite server for the Main Library and Jerome Park (Library Extension). Siemens will provide installation and integration into City network.

Server Installation SOW:
• Recording requirements include 15fps continuous recording up to the servers maximum capacity of 200TB.
• Onsite UPS has been included as instructed by CoSA IT Team. • Siemens technician will be onsite for approximately (1) day. If additional time is needed, a change order will follow.

Milestone Device Licenses:
• Siemens to provide Milestone Device Licenses for (28) Cameras. • Includes Jerome Park (1) Camera.

Construction Oversite SOW:
• Siemens technician to provide oversite of contractor camera installation not to exceed 5 business days.

City Council Page 3 of 12 20 – 14 8/20/2024
Pricing Breakout
Top Level Costs Sell Price
Technology Fee $642.00
Programming Labor $3,254.22
Tax $1,513.97
Total $5,410.19
Server Sell Price
Equipment $34,803.90
Labor $2,393.11
Total $37,197.01
Material
Qty ID Description Unit Sell Ext Sell
1 R9999 HPE DL380 Gen11 12LFF Server $30,479.77 $30,479.77 1 R9999 UPS $4,324.14 $4,324.14
City Council Page 4 of 12 20 – 15 8/20/2024
Milestone Camera Licenses Sell Price
Library + Jerome Milestone Licenses (28 Total) $10,992.41 1 YR Care Plus $1,797.26
Total $12,789.67
City Council Page 5 of 12 20 – 16 8/20/2024
Pricing Summary
Pricing Summary Sell Price
Equipment $34,803.90
Labor $11,196.56
Technology Fee $642.00
Programming Labor $3,254.22
Subcontractor Fee $0.00
Library + Jerome Milestone Licenses (28 Total) $10,992.41 1 YR Care Plus $1,797.26
Travel $0.00
Tax $1,513.97
Total Quote Price $64,200.32
This price is firm for 30 days from the date of this proposal.

City Council Page 7 of 12 20 – 17 8/20/2024
Clarifications & Exclusions
Clarifications:
• Pricing includes standard ground shipping.
• Customer to provide IT Support for devices utilizing customer's private network (IP addresses, subnet and gateway, and rack space).
• Work is assumed to be completed during normal business hours Monday – Friday 7am-4pm. • If additional Construction Oversite is exceeded, a change order will follow.

Exclusions:
• Construction permits to be excluded.
• Costs associated with schedule acceleration, project meetings, multiple trips onsite due to incompletion of others, or multiple unplanned phases are excluded. • Engineer drawings are excluded.
• Performance or Payment bonds are excluded.
• Patching and Painting is excluded from Siemens scope. • Network rack to be excluded from this scope of work.
• Siemens assumes 120VAC at required locations (server, monitor, switch, etc.) and is excluded from Siemens scope.
• Overtime.

City Council Page 8 of 12 20 – 18 8/20/2024
Payment Terms
Payment Terms Acceptance Agreement
The total price of: $64,200.32 and the estimated return on investment are based on the items outlined in this proposal. ANY STATEMENTS MADE HEREIN REGARDING SAVINGS THAT MAY BE ACHIEVED BY IMPLEMENTING THE SERVICES OFFERED IN THIS PROPOSAL ARE ESTIMATES ONLY. NO WARRANTY, EITHER EXPRESSED OR

IMPLIED, SHALL BE CONSTRUED TO ARISE FROM SUCH STATEMENTS, NOR SHALL SUCH STATEMENTS BE

CONSTRUED AS CONSTITUTING A GUARANTEE BY SIEMENS THAT SUCH SAVINGS WILL OCCUR IF THE SERVICES ARE IMPLEMENTED.

The Buyer acknowledges that when accepted by the Buyer as proposed by Siemens Industry, Inc., this Proposal and the Siemens RAM Projects Business Standard Terms and Conditions, (together with any other documents, including any applicable Rider(s), incorporated herein) shall constitute the entire agreement of the parties with respect to its subject matter. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS

READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS OR ITS REPRESENTATIVES

HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE BUYER.

Proposal is valid for thirty (30) days from the delivery date of June 27, 2024. Payment is due within 30 days of invoice date.

Payment Terms: 25% mobilization in advance, progress payments Total: $64,200.32
Siemens Industry, Inc. invoices paid by credit card may be subject to a surcharge of up to 2%.

City Council Page 10 of 12 20 – 19 8/20/2024
Terms & Conditions Link(s)
Terms and Conditions (Click to download)
Terms & Conditions (Restricted)
(www.siemens.com/standard-terms-project-restricted)
Price Escalation. If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU/IHS Markit/CMAI/COMEX market index, then Siemens may increase the Contract Sum or apply a surcharge to Customer accordingly.

As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change.

To the extent applicable, the following Rider(s) are incorporated and made part of the Siemens Standard Terms and Conditions:

Riders (Click on rider below to download)
SI Mass Notification Rider
(www.siemens.com/rider-mass-notification)
SI Monitoring Rider
(www.siemens.com/rider-monitoring)
SI Online Backup and Data Protection
(www.siemens.com/rider-data-backup)
SI Software License Warranty
(www.siemens.com/rider-software-license)
SI Consulting Rider
(www.siemens.com/rider-consuling)
SI Shooter Detection System Rider
(www.siemens.com/rider-shooter-detection)
SI Body Temperature Thermal Camera Rider
(www.siemens.com/rider-thermal-camera)
City Council Page 11 of 12 20 – 20 8/20/2024
Signature Page
Proposed by: Accepted by:

Siemens Industry, Inc.
______________________________________
Company

CITY OF SANTA ANA
_____________________________________
Company
Hannah Canales
______________________________________
Name
_____________________________________
Name (Printed)
8938263
______________________________________
Proposal #
_____________________________________
Signature
$64,200.32
______________________________________
Proposal Amount
_____________________________________
Title
June 27, 2024
______________________________________
Date
_____________________________________
Date
_____________________________________
Purchase Order # ⬜ PO for billing/pmnt only ⬜ PO not required City Council Page 12 of 12 20 – 21 8/20/2024
25 50 100 feet

OUTDOOR LIBRARY
AT JEROME PARK City Council 20 – 22 8/20/2024
Library
www.santa-ana.org/library
Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Main Library Renovation Project

AGENDA TITLE
Amendment to Agreement with Group 4 Architecture, Research + Planning, Inc. for the Main Library Renovation Project (22-1380) (Revive Santa Ana)

RECOMMENDED ACTION
Approve a first amendment to an agreement with Group 4 Architecture, Research + Planning, Inc. for additional design and engineering services, increasing the compensation amount by $499,383, for a total not-to-exceed amount of $2,657,948 (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On April 19, 2022, the City entered into an Agreement with Group 4 Architecture, Research + Planning Inc. for design and engineering services for the Main Library Renovation Project. The project will enhance the Library’s physical, digital, and technological environment that will expand access and provide free innovative and interactive spaces for children, teens, and their families. The scope of work includes site work for surface parking, site utility improvements, entrance walkways, pedestrian lighting, renovation of exterior public spaces, site furnishings, irrigation, and landscaping. The Main Library building consists of 39,790 square feet and has two floors and a below-grade basement. Additional improvements will include, but are not limited to, hazardous material removal, demolition, repair and restoration of exterior marble façade, addition of an accessible elevator, repair and revitalization of northfacing windows, a full historic restoration of interior spaces, mechanical improvements, plumbing improvements, electrical improvements, low-voltage, communications, and electrical security.

The amendment includes additional compensation for the following:
• Additional historical restoration support services due to the complexity of the exterior marble restoration and other historic building features.

City Council 21 – 1 8/20/2024
Main Library Renovation Project
August 20, 2024

• Evaluation of existing elevator to address any needed repairs. • Construction administration services, including a six-month extension of services to mirror current construction duration projections.

The extension can be contributed to an expansion of project scope stemming from the California State Library Building Forward Grant, awarded after the agreement with Group 4 Architecture was approved.

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

FISCAL IMPACT
Funds are budgeted and available in the following account, and will be presented to City Council for approval of carryforward to FY 2024-25 as part of the citywide carryforward process. Additional proposed carryovers of unspent funds to future fiscal years will be presented to City Council for approval as needed.

The following table summarizes the funds budgeted for expenditure for the additional design and engineering services:

Fiscal
Year
Accounting Unit
- Account No.
(Project No.)
Fund
Description
Accounting Unit,
Account No. Description Amount
EXISTING BUDGET TO CARRYFORWARD TO FY 24-25
2024-25 18111013-66200
(22-1380)
American
Rescue Plan
Act (ARPA)
ARPA – LIBRARY -
Buildings & Building
Improvements
$499,383
TOTAL $499,383

EXHIBIT(S)

1. Amendment
Submitted By: Brian Sternberg, Executive Director of Library Services Approved By: Alvaro Nuñez, City Manager
City Council 21 – 2 8/20/2024

FIRST AMENDMENT TO AGREEMENT TO PROVIDE FULL DESIGN

FOR THE SANTA ANA MAIN LIBRARY RENOVATION
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on August 20, 2024, by and between Group 4 Architecture, Research + Planning, Inc., a California corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. Following Request for Proposal (“RFP”) No. 21-118, the parties entered into Agreement No. A-2022-060 (“Agreement”) dated April 19, 2022, to retain a qualified consultant having special skill and knowledge in the field of library renovation to prepare full conceptual plans for the Santa Ana City Library.

B. To support extensive upgrades during the renovation, on December 21, 2022, the City approved a reallocation of scope and fees that deferred Task 5 of the scope of work to the Agreement, which included bidding, construction administration, and record drawings.

C. The Agreement is in full force and effect through April 18, 2025.

D. With the award of a contract for construction, the City now desires to reinstate the original Task 5 services that were deferred on December 21, 2022 and include Additional Services Requests within the scope of work.

E. The parties now wish to amend the Agreement to expand the scope and increase compensation.

The Parties therefore agree:

1. Section 1, Scope of Services, is hereby amended to include Exhibit A-1 of this First Amendment. This amended scope of services includes:
a. Additional Service Request (“ASR”) 04 Reinstated Task 5 Construction Administration (“CA”). With the award of a contract for construction, the City now desires to reinstate the original Task 5 services that were deferred on December 21, 2022. ASR 04 reinstates these services.
b. ASR 05 Supplemental Services for Historic Restoration. As part of ASR 03 Materials Testing – the historic specialist, Page & Turnbull, has developed an extensive marble restoration repair and rehabilitation scope. For a new ASR 05 Page & Turnbull has proposed a scope of services that can be provided as directed by the City on a time and material basis. Page & Turnbull Task 5 services have been removed from ASR 04 and ASR 07 and are fully provided for in ASR 5. c. ASR 06 Existing Elevator Evaluation and Repair Recommendations. The City has requested that the existing elevator be evaluated by a specialty sub-consultant to determine the scope of repairs needed. Through ASR 06, the services of J.E. Sellen City Council 21 – 3 8/20/2024

have been engaged by Consultant and an evaluation of the elevator has been performed and an allowance specification for its repair. d. ASR 07 Extended CA for Months 13-18. Through ASR 07, the City desires to have Consultant support the construction phase services.

2. Section 2.a., Compensation, is hereby amended to include Exhibit D-1 of this First Amendment. The compensation for services provided is increased by $499,383 for a total Agreement amount not to exceed $2,657,948.

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

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

Jennifer L. Hall Alvaro Nuñez
City Clerk Acting City Manager

APPROVED AS TO FORM CONSULTANT
SONIA R. CARVALHO, City Attorney
David Schnee
Principal
By:____________________________
Brandon Salvatierra
Deputy City Attorney

RECOMMENDED FOR APPROVAL
______________________________
Brian Sternberg
Executive Director
Library Services Agency
Brian Sternberg (Aug 5, 2024 16:18 PDT)
City Council 21 – 4 8/20/2024
EXHIBIT A-1
City Council 21 – 5 8/20/2024
Jason Gabriel CLIENT CONTR #: A-2022-060
City of Santa Ana
Public Works Agency ADD SERVICE #: 04 Reisntated Task 5 20 Civic Center Plaza PO Box 1988
Santa Ana, CA 92702 BILLING TYPE: Lump Sum
PROJECT NAME: G4 PROJECT #: GROUP 4 PHASE #:

Santa Ana Library Renovation 22575-01 I04
SCOPE SUMMARY:

ADD SERVICE LUMP SUM FEE
$355,287
DESIGN FEE SUB-TOTAL: $355,287
David Schnee Date
Principal in Charge
Jason Gabriel Date
Acting City Engineer
Task 5 - All Original Basic Services Disciplines except P&T excluded (See ASR 05) See Fee Hour Backup
27 June 2024 ADD SERVICE REQUEST
Reinstate Original Executed Contract Task 5: Bid Advertisement, Construction Admin, Record Drawings scope and fee that had been deferred on 12/22/2022. Page & Turnbull scope excluded - see ASR 05 for its replacement.

G:\22575-01 Santa Ana Library\Y-Contract\CLIENT\Amendment\Amendment 1 2024-XX-XX\Santa Ana Fee-hours 2024-06-27 Amendment 01 ASR 04 Reinstate CA 2024-06-27
6/27/2024
City Council 21 – 6 8/20/2024
Jason Gabriel CLIENT CONTR #: A-2022-060
City of Santa Ana
Public Works Agency ADD SERVICE #:
05 Hist. Restoration
Support
20 Civic Center Plaza PO Box 1988
Santa Ana, CA 92702 BILLING TYPE: T&M
PROJECT NAME: G4 PROJECT #: GROUP 4 PHASE #:

Santa Ana Library Renovation 22575-01 I05
SCOPE SUMMARY:

ADD SERVICE
TIME &

MATERIAL FEE

NTE MARKUP EXTENSION
Page &
Turnbull $88,350 $8,835 $97,185
DESIGN FEE SUB-TOTAL: $97,185
David Schnee Date
Principal in Charge
Jason Gabriel Date
Acting City Engineer
Supplemental Historic Restoration
Support
27 June 2024 ADD SERVICE REQUEST
Page & Turnbull Task 5 services (bid, construction admin, closeout) related to historic preservation scope. Providing support to Owner, CM and AOR on reviewing General Contractor and Speciality restoration sub contractor qualifications, approach, submittals, and work.

G:\22575-01 Santa Ana Library\Y-Contract\CLIENT\Amendment\Amendment 1 2024-XX-XX\Santa Ana Fee-hours 2024-06-27 Amendment 01 ASR 05 Hist CA Svs 2024-06-27
6/27/2024
City Council 21 – 7 8/20/2024
Jason Gabriel CLIENT CONTR #: A-2022-060
City of Santa Ana
Public Works Agency ADD SERVICE #:
06 Exist Elevator
Survey
20 Civic Center Plaza PO Box 1988
Santa Ana, CA 92702 BILLING TYPE: Lump Sum & T&M
PROJECT NAME: G4 PROJECT #: GROUP 4 PHASE #:

Santa Ana Library Renovation 22575-01 I06
SCOPE SUMMARY:

ADD SERVICE

LUMP SUM

FEE MARKUP EXTENSION
J.E. Sellen $2,440 $244 $2,684
J.E. Sellen $7,910 $791 $8,701

ADD SERVICE
TIME &

MATERIAL FEE

NTE MARKUP EXTENSION
J.E. Sellen $7,500 $750 $8,250
DESIGN FEE SUB-TOTAL: $19,635
David Schnee Date
Principal in Charge
Jason Gabriel Date
Acting City Engineer
Elevator Allowance Specification
On-Site elev. Evaluation incl travel
Other Repair support services
13 June 2024 ADD SERVICE REQUEST
Evaluation of existing passenger elevator, preparation of bid allowance specification, repair recommendations, and supplemental services.

G:\22575-01 Santa Ana Library\Y-Contract\CLIENT\Amendment\Amendment 1 2024-XX-XX\Draft to City 2024-06-13\Santa Ana Fee-hours 2024-06-13 Amendment 01 ASR 06 Exist Elev S2024-06-13
6/13/2024
City Council 21 – 8 8/20/2024
Jason Gabriel CLIENT CONTR #: A-2022-060
City of Santa Ana
Public Works Agency ADD SERVICE #: 07 Supplemental CA
20 Civic Center Plaza PO Box 1988
Santa Ana, CA 92702 BILLING TYPE: Lump Sum
PROJECT NAME: G4 PROJECT #: GROUP 4 PHASE #:

Santa Ana Library Renovation 22575-01 I07
SCOPE SUMMARY:

ADD SERVICE

LUMP SUM

FEE MARKUP EXTENSION
$122,861 incl $122,860.86
DESIGN FEE SUB-TOTAL: $122,860.86
David Schnee Date
Principal in Charge
Jason Gabriel Date
Acting City Engineer
6 months Additional CA, see
attached breakdown
27 June 2024 ADD SERVICE REQUEST
Extension of CA services for another 6 months beyond original 12 month duration outlined in Prime Agreement to a new total of 18 months. Excludes Page & Turnbull included in ASR 05.

Excludes basic shop drawing review included in ASR 04 Reinstated Task 5. Includes virtual attendence in weekly OAC meetings and monthly in-person attendence and field walk for full 18 months. Further extension of CA duration or supplemental travels will be Additional Services.

G:\22575-01 Santa Ana Library\Y-Contract\CLIENT\Amendment\Amendment 1 2024-XX-XX\Santa Ana Fee-hours 2024-06-27 Amendment 01 ASR 07 Supp CA 2024-06-27
6/27/2024
City Council 21 – 9 8/20/2024
EXHIBIT D-1
City Council 21 – 10 8/20/2024
City of Santa Ana
Santa Ana Main Library Renovation
Group 4 Agreement Amendement 1
Construction Phase services
Exhibit D Recap 2024-06-07
Original Contract
Amount
Post 12/21/2022
Authorization
12/21/2022 Status after execution of this
authorization
Completed/Invoiced as of
2024-06-13
Balance Remaining
as of 2024-06-13
Post Amendment 1
Authorization Comment

1.A Compensation for Basic Services
Task 1 Pre-design $ 93,214.00 $ 93,214.00 completed $ 93,214.00 $ - Task 2 Schematic Design $ 241,724.00 $ 241,724.00 completed $ 241,724.00 $ - Task 3 Design Development $ 322,300.00 $ 322,300.00 completed $ 322,300.00 $ - Task 4 Construction Documents $ 564,023.00 $ 564,023.00 completed $ 564,023.00 $ - Task 5 Bidding, CA, Record Documents (12 months) 402,871.00 $ $ - deferred, pending future ASR 04 approval $ - $ - Total Basic Compensation $ 1,624,132.00 $ 1,221,261.00 $ 1,221,261.00 $ - $ 1,221,261.00 No change, no balance left

2.A Compensation for Optional Services
Option 1: Children's Thematics $ 65,000.00 $ 65,000.00 completed $ 65,000.00 $ - Option 2: Elevator Design $ 38,200.00 $ 38,200.00 completed $ 38,200.00 $ - $ 103,200.00 $ 103,200.00 $ 103,200.00 $ - $ 103,200.00 No Change, no balance left

3.B Additional Services Allowance $ 200,000.00
ASR 01 Scan to BIM Lump Sum $ 43,450.00 completed $ 43,450.00 $ - ASR 02 Supplemental Scope Lump Sum $ 443,975.00 completed $ 443,975.00 $ - ASR 03 Supplemental Material Testing T&M $ 168,200.00 completed T&M task only used $72,615.14 $ 72,615.14 $ 95,584.86 $ 200,000.00 $ 655,625.00 $ 560,040.14 $ 95,584.86 $ 560,040.14 Reduced to Actual amount completed - no balance left

4.B Reimbursable Expense Allowance $ 35,000.00 $ 35,000.00 no change $ 10,559.72 $ 24,440.28 $ 35,000.00 No Change, ~$24k balance as of 6/13/20024

5.A Contract Contingency $ 196,233.00 $ 143,479.00 adjusted balance - not used $ - $ 143,479.00 $ 143,479.00 Maintained at post ASR 03, all funds remaining as of 6/13/2024 Total Contract $ 2,158,565.00 $ 2,158,565.00 no change - will need to be amended at time of construction contract award to
fund deferred Task 5 services
$ 1,895,060.86 + $ 263,504.14 $ 2,062,980.14 Updated Total of Tasks 1-4 and Contingency Total Contract Pre Amend 1> $ 2,158,565.00

6. AMENDMENT 1 CONSTRUCTION PHASE SERVICES
ASR 04 Reinstated Deferred Basic Services Task 5 Lump Sum w P&T fee removed $ 355,287.00 ASR 04 Reinstated Deferred Basic Services Task 5 ASR 05 Supplemental Services for Historic RestorationT&M for P&T through 18 months $ 97,185.00 ASR 05 Supplemental Services for Historic Restoration ASR 06 Elevator Survey & Repair Spec Lump Sum and T&M $ 19,635.00 ASR 06 Elevator Survey & Repair Spec ASR 07 Extended CA services for months 13-18 Lump Sum, excludes P&T $ 122,860.86 ASR 07 Extended CA services for months 13-18 NEW CONTRACT TOTAL $ 2,657,948.00 NEW CONTRACT TOTAL
Amendement 1 Additional Fee Lump Sum & T&M $ 499,383.00 Amendement 1 Additional Fee Lump Sum & T&M G:\22575-01 Santa Ana Library\Y-Contract\CLIENT\Amendment\Amendment 1 2024-XX-XX\Santa Ana Fee-hours 2024-06-27 Amendment 01Amend 1 Exhibit D recap 6-27 City Council 21 – 11 8/20/2024 Police Department
www.santa-ana.org/police
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Jail Security and Control System Upgrade Consulting Services

AGENDA TITLE
Agreement with Pennell Consulting, Inc. for Jail Security Control System Upgrade Consulting Services (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Pennell Consulting, Inc. to provide consulting, system design, and project management services to the City of Santa Ana Police Department Jail for a three-year term beginning August 20, 2024 and ending August 19, 2027, with two one-year extension options, in an amount not to exceed $193,184 (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Police Department Jail (SAJ) is a 502-bed, direct supervision correctional facility designed and constructed from 1996-1997. As with any correctional facility, the security control system plays a significant role in its safe operation. This system controls door locks, intercoms, sallyports, facility water and lighting, and elevators. It must seamlessly integrate with emergency alarms, fire detection devices, digital video surveillance, and other related systems.

Since its original design in 1996, the security controls system at SAJ has remained largely unchanged. Incremental improvements have been made to support continued functionality, but the control hardware has not been significantly upgraded since it was first installed. Due to the system's age, many components are obsolete and difficult to maintain or replace.

On September 12, 2023, the Police Department and the Public Works Agency released Request for Proposal (RFP) No. 23-140, seeking consulting and project management services from firms with the specialized expertise necessary to assist the City in planning and designing a contemporary security control system for SAJ. This project City Council 22 – 1 8/20/2024
Jail Security and Control System Upgrade Consulting Services August 20, 2024

phase consists of a focused system inspection and needs assessment, replacement system design and specification, assistance with the creation and review of the RFP for the construction phase, and project management services through the end of construction and acceptance.

The RFP was advertised on the City’s online procurement management and publication system, with Proposals due on October 10, 2023. Three proposals were received and evaluated by a selection committee. Based on the criteria outlined in the RFP, the following summarizes the top three responding firms and their ranking:

Firm City Rank
Pennell Consulting, Inc. Lakewood 1
Guidepost Solutions LLC Los Angeles 2
P2S Inc. Long Beach 3
Staff recommends awarding an agreement (Exhibit 2) to Pennell Consulting, Inc. to provide consulting, system design, and project management services based on the scope of work and selection criteria outlined in RFP 23-140. Their proposal demonstrated the firm has the necessary capacity and expertise to complete the required services. The firm’s rates are reasonable and within industry standards, the team qualifications are appropriate for this project, and the proposal was determined to provide the best value for the City.

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

FISCAL IMPACT
Funding will be available in the FY 2024-25 budget upon City Council approval of carryforward from FY 2023-24. Funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows:

Fiscal Year Accounting Unit –
Account No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
FY 24-25 01114403-66200 General
Fund
Building & Facility,
Buildings & Building
Improvements
$ 79,715
FY 25-26 01114403-66200 General
Fund
Building & Facility,
Buildings & Building
Improvements
$ 45,906
FY 26-27 01114403-66200 General
Fund
Building & Facility,
Buildings & Building
Improvements
$ 67,563
City Council 22 – 2 8/20/2024
Jail Security and Control System Upgrade Consulting Services August 20, 2024

Total $193,184
The amounts above are estimated projections and are subject to change.

EXHIBIT(S)

1. Location Map

2. Consultant Agreement with Pennell Consulting, Inc.

Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 22 – 3 8/20/2024
Exhibit 1
PWA

SANTA ANA

PUBLIC WORKS AGENCY
STANDARD AVE.

EXHIBIT 1
- PROJECT LOCATION
EXHIBIT 1
City Council 22 – 4 8/20/2024
AGREEMENT BETWEEN PENNELL CONSULTING, INC. AND CITY OF SANTA ANA

TO PROVIDE JAIL SECURITY AND CONTROL SYSTEMS UPGRADE ASSESSMENT THIS AGREEMENT is made and entered into on this 20th day of August 2024, by and between Pennell Consulting, Inc. (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On September 12, 2023, the City issued Request for Proposals No. 23-140, incorporated by reference herein, seeking consulting firms to perform a jail security and control systems upgrade assessment. The City desired the consulting firms to have specialized special skills and knowledge in the fields of consultation, system design, and project management services pertaining to correctional facility security controls systems and related technologies including but not limited to; security systems, user interfaces, access control systems, video surveillance systems, intercom systems, duress alarm systems, telecommunications systems, and system integrations. Services were to include but not limited to: current and future capabilities assessment, needs evaluation, review and recommendation of appropriate hardware and software components, request for proposals creation, evaluation of bids, contract review, and construction project management, B. Consultant represents it is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Consultant represents it is knowledgeable in its field and 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 Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Cost Proposal - Exhibit B, attached hereto and incorporated by reference. Payments shall be made under the following schedule:

EXHIBIT 2
City Council 22 – 5 8/20/2024
Upon execution/Upon Start of Phase 1: Site Investigation and Project Design $61,785 Upon Start of Phase 2: Project Procurement $17,930
Upon Start of Phase 3: Construction/Installation $95,906 The total cost for Phases 1 through 3 is $175,621.00. The total amount to be expended during the term of this Agreement shall not exceed $193,183.10, which includes a 10% contingency fee of $17,562.10. b. Consultant shall invoice City upon the start of each phase for services performed pursuant to this Agreement. 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 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 three (3) years, with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. The total term of the agreement shall not exceed five (5) years.

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 City Council 22 – 6 8/20/2024
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors 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 Consultant.

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: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits 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, policy or employee, 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.

If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage 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 above required insurance policies are to contain or be endorsed to contain the following provisions:

1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

City Council 22 – 7 8/20/2024

2. Consultant’s Insurance company(ies) agrees 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 arise from work performed by Consultant under this Agreement.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. 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 of liability.

5. Insurance policies required herein 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 notice shall be provided to City for policy cancellation or non-renewal due to nonpayment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, 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 the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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 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, Company 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 CGL policy listing all policy endorsements City Council 22 – 8 8/20/2024
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 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 Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding 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. Except for liability arising out of the negligent operations of Contractor, its subcontractors, agents, employees, or other persons acting on it behalf while performing under this Agreement, in no event will the cost of the indemnity, including attorney fees, exceed the compensation paid to the Consultant by the City under the terms of this Agreement.

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 City Council 22 – 9 8/20/2024
to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.

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

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

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

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

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

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.

This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other City Council 22 – 10 8/20/2024
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

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

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 22 – 11 8/20/2024

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 92701-1988
Facsimile 714- 647-6956
With courtesy copies to:

Chief of Police
City of Santa Ana
60 Civic Center Plaza (M-97)
P.O. Box 1981
Santa Ana, CA 92702
Facsimile (714) 245-8007
To Contractor:

Robert C. Pennell
Pennell Consulting, Inc.
400 S. Jefferson, Suite 301
Spokane, WA 99204
Facsimile: (509)747-1872
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time City Council 22 – 12 8/20/2024
set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the tenns 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.

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. CARVALHO
City Attorney
By QLMNlMJl/L__ TAMARA BOGOSIAN
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Acting Chief of Police

CITY OF SANTA ANA

ALVARO NUNEZ
Acting City Manager
PENNELL CONSULTING INC.:

ROBERT C. PENNELL
President
City Council 22 – 13 8/20/2024

CITY OF SANTA ANA
Consultant shall perform services as set forth below.

I. Santa Ana Jail Facility Overview and Requirements
A. The PSIM is comprehensive and used to manage and/or interface with the following subsytems:
 256 regular cells
 5 temporary holding rooms
 3 attorney rooms
 10 booking cells
 6 elevators
 15 interior sliding doors
 5 sally ports with sliding doors
 7 sally ports with swinging doors
 30 swinging doors
 9 subpanels that operate local power, lighting and paging  1 subpanel that controls local cells, power, and lighting  Duress alarm system
 Existing Fire Control Panel
 Existing CCTV System
B. Required Features:

1. Efficient facility control requiring a single operator.

2. Main control room redundancy to mitigate operational impact due to malfunction.

3. Minimized maintenance costs.

4. Ability to upgrade technology as software and systems evolve over time.

II. Phase 1: Consultant Requirements and Project Objectives A. System Inventory and Assessment – Perform a comprehensive inventory and assessment of the existing jail access control system and its components as well as other available systems and components (e.g., subsystems) relevant to meeting project objectives.

B. Conduct onsite inspections and reviews of the security controls system currently in place, including but not limited to hardware, software, equipment room space and configurations, conduit space and configurations, and electrical capacity and configuration.

C. Inspect and review of the security controls systems currently in use and, through in-depth communications and collaboration with City staff, devise a needs assessment for a comprehensive update of this system.

D. This collaboration will require respondents to identify and explain currently implementable technology options available for the various aspects of the replacement PSIM.

EXHIBIT I

SCOPE OF SERVICES

EXHIBIT A
City Council 22 – 14 8/20/2024

CITY OF SANTA ANA
E. Work with Santa Ana Police Department staff to finalize the preferred option for the PSIM and related subsystems and any alternates to be included in the Request for Proposal to follow this assessment.

F. Develop a Cost Projection and Schedule Report for services related to the design, building, and implementation of replacement PSIM, including services and work related to the removal of the current jail security and controls system and long-term maintenance services.

G. Develop a project timeline estimate based upon Consultant’s experience working with similar size projects with municipal clients.

H. Integrate knowledge gained from the onsite inspection, needs assessment, PSIM industry capabilities, and create a capabilities specification and scope of work for a replacement PSIM system. Assist with combining the capabilities specification and scope of work to be published as part of the RFP for services of a design/build firm to engineer and install the replacement PSIM system.

I. Provide project management services throughout the engineering/construction process, assisting City staff to monitor schedules, timelines, and to observe installation, testing and final acceptance.

J. Deliverables

1. System Inventory and Assessment Report

2. Cost Projection and Schedule Report

3. Project Schedule for rollout and implementation

4. Recommendation Report for PSIM System Replacement, to include the following at minimum:
 Features recommended;
 Future replacement scheduels and costs;
 Subsystem replacemnert/integration/recommendations
 Schematic plan for system modifications
 Quality assurances/vendor qualifications

5. Development of specifications documents for incorporation into RFP documents, including contractor experience.

III. Phase 2: Procurement Phase(s)
A. Assist City and act as lead in drafting scope of work for a subsequent Request for Proposals seeking qualified design/build firms to fulfill the needs of the capabilities specification, and provide assistance in evaluating design/build proposals received if needed.

City will be the final reviewer of RFP documents, will release documents, and facilitate the solicitation process and communications in accordance with the City’s established Purchasing Policies and Procedures.

City Council 22 – 15 8/20/2024

CITY OF SANTA ANA
B. Collaborate with City staff to identify appropriate RFP rating criteria and weighting factors to ensure bottom line evaluations can be equitably applied to all proposals. Cost analysis shall include initial, total implementation and long-term maintenance and support costs.

C. Participate in pre-proposal conference with prospectivbe proposers, provide responses to contractor questions to the City’s Purchaisng Department which may be included in RFP addenda.

Consultant is not to communicate with any prospective proposers upon award of this contract and while performing services related to this project for the City.

D. Assist City in reviewing bid submittals, finalist interviews, and selection of vendor(s) needed to implement this upgrade project. City shall make final decisions in selection of awarded contractor related to any subsequent solicitations.

E. Consultant shall not consult, contract, subconsult/subcontract with any vendor, individual, firm, or entity that intends to participate in a solicitation related to this project. Any such vendor, individual, firm or entity that is contracted by the successful consultant of this contract shall be precluded from any subsequent, related solicitation.

IV. Phase 3: Construction/Installation Period Services
Consultant shall work with City staff to provide support with following tasks:

A. Provide responses to contractor requests for information (RFI’s) B. Review and recommendation for approval, disapproval, or modification of all contractor requests for payment, contractor submittal documents, and requests for Change Orders.

C. General periodic inspection of contractor’s work and progress. Develop schedule for progress meetings.

D. Participation in periodic project job meetings
E. Development and oversight of a system testing and acceptance ploan F. Issuance of Substantial Completion Document and punch list for contractto achieve Final Completion
G. Issuance of Final Completion/Acceptance Document, including review of all contractor submitted as build documents.

H. Post Construction Phase: The consultant will conduct a six-month Post Construction Warantee Review that shall include inspection of all system components and operations and development of a list of warrantee/repair items to be addressed by contractor under warrantee.

City Council 22 – 16 8/20/2024
400 S. Jefferson, Suite #301 • Spokane, WA 99204
Telephone: 509-747-1888 • Fax: 509-747-1872
February 20, 2024
Mr. Kenneth Willard, Correctional Manager
City of Santa Ana – Police Department
PO Box 1981
62 Civic center Plaza
Santa Ana, CA 92701
Subject: Request for Proposals No. 23-140 for Jail Security and Control Systems Upgrade Assessment Design Contract Amendment Request, DCO #01
Ken,
Per the request to add Construction Management to this project, we will perform the following services in addition to the Construction Administration included in our our previous proposal:

1. Prepare change orders, as needed to address changes in scope or to address scope changes that may occur (technical portion).

2. Perform weekly Field Observations during on-site work in conjunction with progress meetings.

3. Facilitate all progress meetings to include but not limited to: (CM) a. Facilitate site coordination, two-week look ahead
b. Schedule updates
c. Track RFI’s
d. Track issues and resolutions
e. Documentation for Litigation prevention
f. Prepare Meeting Notes

4. Review and validate contractor’s construction schedule (CM)

5. Track submittals, expected and submitted (CM)

6. Facilitate Shop Testing and acceptance (CM)

7. Facilitate testing by area as completed (CM)

8. Facilitate Systems Commissioning – Two-week Final Continuous Test (CM)

9. Track Punch List corrections/completion (CM)

10. Validate Record Documents

11. Validate contractor training proposal and materials This will increase the contract value from $123,850 to $175,621. Please let us know if you have any questions concerning this proposal.

Sincerely,
Robert C. Pennell, P.E.

President

EXHIBIT B
City Council 22 – 17 8/20/2024
RFP No. 23-140 Jail Security and Control Systems Upgrade Assessment October 10, 2023 Electrical and Electronics Systems Engineering Page 13
new that has been discovered in a final presentation prior to creating the construction RFP documents. (Deliverable 5)
Updated project costs and project schedule are included with each submittal (Deliverable 3). Stakeholder review meetings are held for each DD and CD submittal.

Project Procurement: We will support the Santa Ana City staff with the tasks identified in the consultant RFP. We can support procurement via on-line meetings, in person with our local staff, or both.

Construction Scope of Work and rating criteria: Using our team’s many years of experience with this type of work, we will collaborate with City staff to review, propose, and develop a comprehensive, coordinated, and constructible, construction RFP.

Our team will maintain no contact with any potential vendors.

Construction Phase: We will support the Santa Ana City staff with the tasks identified in the consultant RFP. Our extensive experience in both project and construction management will complement and support the City staff where needed. Our local presence provides us with the ability to physically respond on-site same day if necessary to assist in the resolution of issues.

We will respond to RFI’s, product data, shop drawing, and substitution (when permitted) submittals, pay requests, and change orders. Each document is carefully reviewed and responded to.

Site observations and well documented contractor progress meetings lead to successful projects and litigation prevention. We will participate in progress meetings but can also lead and document them. This is a highly technical project of which it is extremely difficult for non-technical people to lead or document. We are well versed in performing these tasks.

Substantial and Final Completion requirements must be clearly stated and defined in the construction RFP documents. Once well defined, it is much easier to determine if the requirements have been met for both.

Accurate Record Documents are typically difficult to obtain. Our technique is to specify that red-lined or updated as-built documents are submitted on a periodic basis in exchange for progress payments for this task.

Post construction warrantee site visit is an excellent way to verify contract compliance and determine if extended warranty RFP should be issued.

Cost Proposal
Lump Sum Fee for Phase 1: $61,785
Lump Sum Fee for Phase 2: $17,930
Lump Sum Fee for Phase 3: $44,135
Attachments
See the following for the requested Attachments A through F.

City Council 22 – 18 8/20/2024
Police Department
www.santa-ana.org/police
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: Field Training Management and Community Engagement Software

AGENDA TITLE
Agreement with PowerDMS for Field Training Management Software and Community Engagement Software (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with PowerDMS (Agreement No.

A-2024-XXX) for software subscriptions as follows:
• One-year subscription to PowerReady for field training software in an amount not to exceed $8,074 for the period of March 28, 2025 through March 27, 2026 • Two-year subscription to PowerEngage for citizen engagement software in an amount not to exceed $59,375 for the period of September 1, 2024 through August 31, 2026
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Police Department (SAPD) utilizes a variety of technology software solutions to leverage resources and provide exceptional police services to the community. One such software used by the Training Division to manage the Field Training Officer (FTO) program is PowerReady (formerly Agency360).

The Department began using the Agency360 software in 2019 to automate recruit onboarding, centralize and standardize the field training records, and assess the trainer’s effectiveness. This cloud-based software provides real-time dashboards and reports to enable thorough analyses of the department’s FTO program and the readiness of new police officers. Additionally, the software provides immediate access to training aids, which support effective training and mentoring of new officers. In 2022, Agency360 was acquired by NEOGOV via its subsidiary platform, PowerDMS. The field training solution has since been rebranded and is now called PowerReady.

In March 2024, a purchase order and payment was issued to PowerDMS for the current one-year subscription to the PowerReady software in the amount of $5,029. SAPD City Council 23 – 1 8/20/2024
Field Training Management and Community Engagement Software August 20, 2024

would like to continue using the PowerReady software for another one-year period once the current subscription expires in March 2025, extending the subscription to March 2026.

SAPD’s Communications Division plays a critical role in the Department's efforts to provide police services with integrity, respect, and compassion. With an average of 10,000 calls for service dispatched every month, most police interactions originate in the Communications Division and set the stage for public perception of services provided. A critical function of the Communications Division is to ensure a high level of customer service to our citizens by keeping them informed about the status of their calls.

PowerEngage by PowerDMS is the complete citizen engagement software and feedback solution for law enforcement and emergency communications. It keeps citizens informed, measures community satisfaction, and boosts morale with one automated solution. The software sends automated text messages to callers to keep them informed about their call while providing information such as the nature of their call, their incident number, and the date and time they called. PowerEngage generates text messages when a call for service is pending for an extended period of time (longer than 60 minutes). The message will update the caller on the status of their call, such as when an officer has been dispatched and is en route. Once the call is closed, PowerEngage can automatically send a text message asking the caller for feedback on their interaction with the Police Department using their survey tool. The survey tool can help improve services, identify department deficiencies, and receive positive reinforcement from the community.

In researching for an automated text message and survey software platform, only two companies were identified that offered this type of product. PowerEngage was the most cost-effective option for a two-year agreement. This software system will require interface with the computer-aided dispatch (CAD) and records management system (RMS). Therefore, complete implementation of this system may take four months. Upon conclusion of the agreement, staff will evaluate the effectiveness of PowerEngage and analyze the outcomes. If the software platform is successful, a new procurement will be conducted to ensure best value for the community. Funding for this platform was approved by City Council as a recurring addition to the annual budget.

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

FISCAL IMPACT
Funds are available in the FY 2024-25 budget and funding for subsequent fiscal years will be included in the proposed budget for City Council consideration as follows:

City Council 23 – 2 8/20/2024
Field Training Management and Community Engagement Software August 20, 2024

Fiscal Year Accounting Unit –
Account No.

Fund
Description
Accounting Unit, Account
Description Amount
FY 24-25 01114465-66511 General FundCommunications, Computer Software Subscriptions $27,387
FY 25-26 01114410-66511 General FundTraining, Computer Software Subscriptions $ 8,074
FY 25-26 01114465-66511 General FundCommunications, Computer Software Subscriptions $31,988
Total $67,449

EXHIBIT(S)

1. Agreement with PowerDMS
Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 23 – 3 8/20/2024
1 SERVICES AGREEMENT
V050724
You agree that by placing an order through a NEOGOV standard ordering document such as an or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an Order Form for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design and, where applicable, its other
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). https://www.neogov.com/service-specifications and, as applicable, made a part of this Agreement. er drafted, or incorporated by reference, into the Order Form.

Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form
duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii)
prior and contemporaneous discussions, agreements or representations and warranties.

SaaS Subscription.

Subscription Grant -based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV . Subject to and conditioned on Customer s and its Authorized Users compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and nonsublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form -commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users
1) Customer employees, agents, contractors, consultants who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You applicable terms and conditions of this Agreement.

Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this he Term for
the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule.

The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.

Customer Responsibilities.

EXHIBIT 1
City Council 23 – 4 8/20/2024
2 a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.

Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer.
b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. i) Invitations and Permissions. Customer is responsible for determining which persons solely in
ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the B) ensure that the transfer and
processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an its obligations
under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up as set forth in an Order Form within thirty (30) days of the date Unless
explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Order Form. Unless explicitly provided
otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.

City Council 23 – 5 8/20/2024

3 b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon
c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms purchase order shall not
be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.
b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following nonwritten specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the pose a security risk to the Services, NEOGOV
or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights
compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. as platform
updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials.
implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by selfreview of online -built, online training consists of a series of tutorials to introduce the standard by Customer
Personnel conducting day-to-day activities.

City Council 23 – 6 8/20/2024

4 c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implemen
responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.
a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other onvey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to - 10. Data Processing and Privacy. a) Customer Data
to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data.

City Council 23 – 7 8/20/2024

5 c) Data Processing Agreement.
made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data.
d) Data Responsibilities.
i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes a cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its confirmation of the
nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or C uthorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.

City Council 23 – 8 8/20/2024

6 a) Definition of Confidential Information
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating intellectual property rights; (2) Customer Dats does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services.
d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,

THE SERVICES AND ANY OTHER INFORMATION

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT

CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE City Council 23 – 9 8/20/2024
7 INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with or (iii) any claim or allegation by any third party resulting from or related 3 of this Agreement.
b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer demnify
the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third non-infringing or
obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at nse and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof
prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of City Council 23 – 10 8/20/2024

8 its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT

BE LAWFULLY EXCLUDED OR LIMITED, OR

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity
out-of-pocket costs associated with compliance with such request, including but not limited to reasonable

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior written notice, which may be by direct notice or posting on the NEOGOV website. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.

City Council 23 – 11 8/20/2024
9 Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers Force Majeure. be liable for any damages, costs,
expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.

Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.

This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a Services.

Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site.

General.

Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in , California.

Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.

Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive.

Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.

Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.

Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.

Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument City Council 23 – 12 8/20/2024
10 Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void.

Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

City Council 23 – 13 8/20/2024
City Council 23 – 14 8/20/2024
11 Exhibit A
Government Customer Addendum
Government
of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) for the first year of the term of any Order Form First and all such ). If Customer is
subject to federal, state or local law which makes Cu Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 1 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, 12 of the
Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational sch
herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

City Council 23 – 15 8/20/2024
12 Exhibit B
Integration Terms Addendum
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.com that Customer utilizes a system integration between the Services and an unaffiliated third-party service integrated using open API Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer thirdwith all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html and/or https://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ( multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in wholeor in part by delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth City Council 23 – 16 8/20/2024
13 in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

City Council 23 – 17 8/20/2024
City Council 23 – 18 8/20/2024
City Council 23 – 19 8/20/2024
Year 1
$27,386.25
Year 2
$31,988.25
$59,374.50

City Council 23 – 20 8/20/2024

City Council 23 – 21 8/20/2024
NEOGOV 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 City property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by NEOGOV, its agents, representatives, or employees.

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

1. Commercial General Liability (CGL): Insurance ACORD Form CG 00 01 covering CGL on an 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 general aggregate.

2. Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by NEOGOV in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Cons and
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the NEOGOV in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for NEOGOV and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, City in the care,
custody, or control of NEOGOV.

4. Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease.

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

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 NEOGOV AL and E&O policies, with respect to any City Council 23 – 22 8/20/2024
liability arising out of work or operations performed by or on behalf of the NEOGOV including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. NEOGOV 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 NEOGOV under this Agreement.

3. For any claims related to this contract, NEOGOV
insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that NEOGOV gainst whom a claim is made or suit is

5. Insurance policies required herein 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 notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
(Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX (Responsible Mail Box), 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 City. City may require NEOGOV 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 City.

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, NEOGOV coverage for a minimum of three (3) years after completion of work.

City Council 23 – 23 8/20/2024
Verification of Coverage
NEOGOV 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).

Failure to obtain the required documents prior to the work beginning shall not waive NEOGOV 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.

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

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.

Failure to Maintain Insurance Coverage
If NEOGOV, 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. City, at its sole option, may terminate this Agreement at any time and obtain damages from NEOGOV resulting from said breach.

City Council 23 – 24 8/20/2024
Police Department
www.santa-ana.org/police
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 20, 2024
TOPIC: FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant

AGENDA TITLE
Memorandum of Understanding, First Amendment, and Appropriation Adjustment Accepting the FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager and the Chief of Police to execute a Memorandum of Understanding and the First Amendment with the City of Anaheim Police Department accepting FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant funds in the amount of $75,000 for the period of October 1, 2023 through September 30, 2026 (Agreement No. A-2024-XXX).

2. Approve an appropriation adjustment recognizing $75,000 in the Department of Justice Grants revenue account and appropriate same to the Office for Victims of Crime Human Trafficking expenditure accounts. (Requires five affirmative votes) GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
In 2010, the U.S. Department of Justice’s Office for Victims of Crime (OVC) and the Bureau of Justice Assistance (BJA) launched the Enhanced Collaborative Model Task Force to Combat Human Trafficking Program to help communities develop multidisciplinary task forces that employ victim-centered approaches to identify survivors, provide services, and investigate and prosecute all forms of human trafficking. Since then, the OVC has become the largest federal funder of anti-trafficking programs in the United States.

The Anaheim Police Department applied for the FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant with the California Highway Patrol, Irvine Police Department, and Santa Ana Police Department as partners in the City Council 24 – 1 8/20/2024
FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant August 20, 2024

Orange County Human Trafficking Task Force (OCHTTF). The Anaheim Police Department has been awarded $750,000 and the Santa Ana Police Department has been allocated a subaward in the amount of $75,000 as a sub-recipient under this grant.

The grant is anticipated to continue to fund the OCHTTF from October 1, 2023 to September 30, 2026. The OCHTTF is a partnership between the Anaheim Police Department, the Santa Ana Police Department, the Orange County District Attorney’s Office, Waymakers (lead victim service-providing agency), and other local and federal agencies.

The collaborative partnership between the Anaheim Police Department and the Santa Ana Police Department will address the following four areas: partnership, protection, prosecution, and prevention. The purpose of the OCHTTF is to work together to protect victims, prosecute offenders, and prevent further human trafficking in Orange County.

The grant will provide funding to reimburse the Santa Ana Police Department’s participation in the OCHTTF for any overtime work and travel expenses for the detective assigned to the OCHTTF for any qualifying training and conferences.

The Memorandum of Understanding from the Anaheim Police Department inadvertently omitted the grant amount to be subawarded to the Santa Ana Police Department (Exhibit 1). The First Amendment specifies the amount of the subaward as $75,000 and also provides the federal grant requirements associated with this subaward (Exhibit 2).

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

FISCAL IMPACT
Approval of the appropriation adjustment will recognize $75,000 in the Department of Justice Grants account (no. 12714002-52001) and appropriate same to the Office for Victims of Crime Human Trafficking expenditure accounts for expenditure follows:

Fiscal Year Accounting Unit –
Account No. Fund Description Accounting Unit – Account No. Description Amount FY 24-25 12714412-various D.O.J. Grant
Fund
OVC Human Trafficking,
Various $35,000
FY 25-26 12714412-various D.O.J. Grant
Fund
OVC Human Trafficking,
Various $35,000
FY 26-27 12714412-various D.O.J. Grant
Fund
OVC Human Trafficking,
Various $ 5,000
Total $75,000
The amounts above are projections and subject to change. Any remaining balances not expended at the end of each fiscal year will be presented to the City Council for approval of carryovers to the subsequent fiscal year.

EXHIBIT(S)
City Council 24 – 2 8/20/2024
FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Grant August 20, 2024

1. MOU with City of Anaheim

2. First Amendment
Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 24 – 3 8/20/2024

INSURANCE NOT REQUIRED

WORK MAY PROCEED

CITYCLERK
DATE:

N-2024-160
MAY 14 2024 US Department of Justice
Office of Justice Programs
Office for Victims ofCrime
Bureau of JusticeAssistance
FY 2023 Enhanced Collaborative Model Task Force to Combat Human Trafficking Memorandum of Understanding
Enhanced Model to Combat Human Trafficking Project
Between the lead law enforcement agency,
Anaheim Police Department,
in partnership with the
Santa Ana Police Department
February 2024
Introduction:

Human trafficking in California is an unsavory reality, impacted by a foreign border, international airports, substantial shipping harbors, an internationally active entertainment industry, and the popularity of U.S. tourism to the state. As the third largest county in California and the sixth largest in the nation, Orange County celebrates a diverse population of over three million, with over 42 million visitors per year per the Orange County Visitors Association. Orange County contains numerous unincorporated areas and 34 cities; including the County Seat, Santa Ana, which has the sixth largest Spanish-speaking population in the nation. Orange County is a prime target for traffickers given the population density, the perceived affluence of residents, robust tourism and convention industry, along with its nationally recognized beaches, theme parks and home to world champion professional sports teams.

Orange County has a multidisciplinary, anti-human trafficking model designed to combat human trafficking through identification, rescue and assisting victims of all forms of human trafficking. 1 The duration of this MOU will encompass the entire
FY23 Enhanced Collaborative Model TaskForce to Combat Human Trafficking project funding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

EXHIBIT 1
City Council 24 – 4 8/20/2024
The Orange County Human Trafficking Task Force (OCHTTF) is a model program relying on a public-private sector and non-profit partnership including the Anaheim Police Department (APD) as the lead law enforcement agency; the Orange County District Attorney's Office, which, provides both misdemeanor and felony case vertical prosecution through its Human Exploitation and Trafficking Unit (HEAT); and Waymakers as the lead victim service-providing agency. The Task Force is strengthened by partnerships with federal, state and local agencies, and supported by many additional private sector and non-profit organizations.

Orange County is a unique model of true collaborative efforts. The OCHTTF has fostered rich partnerships which have empowered law enforcement agencies to work across jurisdictions to ensure successful identification and rescue of human trafficking victims and the eventual prosecution of trafficking perpetrators.

Scope of Collaborative Relationships:

The collaborative partnership between APD and the Santa Ana Police Department (SAPD) will address the four pillars of the task force goal: partnership, protection, prosecution and prevention.

The OCHTTF is a collaboration of law enforcement agencies, non-governmental organizations, faith-based organizations, and the community. The purpose of the OCHTTF is to work together to protect victims, prosecute offenders, and prevent further perpetration of this crime in Orange County, CA. The overall goal of the OCHTTF is to eliminate human trafficking in Orange County, California. This task force has made a tremendous impact in addressing all types of human trafficking cases. However, the success of the OCHTTF has highlighted the need to expand this comprehensive and multi-disciplinary approach in the battle against human trafficking. Hence, APD and SAPD are working closely together to combat human trafficking in Orange County by 2 The duration of this MOU will encompass the entire
FY 23 Enhanced Collaborative Model Task Force to Combat Human Trafficking project funding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 5 8/20/2024
focusing on three core objectives: identifying and quantifying the scope of the problem in Orange County; investigating suspected incidents vigorously and effectively in order to secure the appropriate criminal convictions for those responsible; and collaborating with local agency patterns within law enforcement, county and state government, and non-govemmental service providers to ensure the victims of these crimes receive the wrap-around services they need to rebuild their lives and avoid future victimization.

Period of Performance:

The term of this MOU shall commence upon its execution by the parties. The initial term of this MOU shall expire on September 30, 2026, unless otherwise terminated by the parties as provided herein. This MOU may be renewed on the same terms and conditions and upon mutual written agreement among the parties based on written notification from the Anaheim Police Department.

Human Trafficking Investigations
Anaheim Police acknowledges human trafficking investigations are very complex and time consuming. Like many other types of complex investigations, it takes time for investigators to build the skills and experience necessary to work human trafficking cases at an optimal level. This experience is never more needed than when investigating human trafficking of minors given, they have the potential to be life cases. With this in mind, APD requests SAPD to consider personnel who are open to a minimum of a two-year commitment to the task force. In this way, the task force benefits greatly from a reasonable term commitment and SAPD in turn gains a more experienced investigator upon completion of the assignment.
3 The duration of this MOU will encompass the entire
FY23 EnhancedCollaborative Model TaskForce to CombatHuman Trafficking projectfunding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 6 8/20/2024
Training
For as long as grant funds exist the task force will pay for any pimping/human trafficking training and/or attending conferences, including registration fees, transportation and lodging. All other training will be the responsibility of the respective agency.

Roles and Responsibilities of the Partners:

Santa Ana Police Department
Enhance interagency collaboration in order to identify, rescue, and assist victims of all forms of human trafficking.

Provide an investigator to work on-site at APD throrigh the term of this MOU.

Provide a vehicle with all necessary equipment to conduct undercover investigations, including a minimum of blue and red front "take down" lights. Provide a department issued cellular phone for use by their investigator and a laptop with access paid data collection sites.

Provide all necessary tactical and officer safety equipment for use by its investigator.

Send any investigations not related to OCHTTF investigations to SAPD for approval and filing.

In the case of dissimilar policies between agencies, investigators from the SAPD shall follow that agency's policies (use of force, pursuit, etc.).

Investigate any citizen complaints filed against members of SAPD assigned to the OCHTTF.

Work to enhance the ability of professionals and key stakeholders within the community to better understand human trafficking and more effectively identify and serve victims.

Plan investigations and prosecutions at the state and federal level. 4 The duration of this MOU will encompass the entire
FY 23 Enhanced Collaborative Model TaskForce to Combat Human Trafficking project funding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 7 8/20/2024
Promote greater public awareness and understanding of the nature and scope of human trafficking.

Provide high-quality and timely comprehensive services to victims of human trafficking.

Abide by any confidentiality, safety and media relations agreement.

Paiticipate in program evaluation activities whenever possible.

Make a "good faith" effort to resolve any and all program implementation challenges.

Anaheim Police Department
Increase the identification of trafficking victims through proactive law enforcement, which is victim-centered and collaborative across all levels of government.

Increase the capacity of law enforcement officers to recognize human trafficking and identify victims through training and public awareness.

Plan investigations prosecution at the state and federal levels.

Provide desk space and computer equipment for SAPD investigator.

Provide undercover buy funds, access to undercover telephones, investigative tools and clerical support for SAPD investigator.

Ensure any and all records pertaining to task force expenditures sliall be readily available for examination and audit by any participating agency.

Provide access to APD direct reporting system and all reports for the Human Trafficking Task Force will be placed into that system to remain consistent with other investigations.

Any assets seized through the Asset Forfeiture Program would mirror those in narcotic cases and would be equitably shared based on number of personnel and hours each agency contributes to the investigation.
5 The duration of this MOU will encompass the entire
FY23 EnhancedCollaborative Model TaskForce to CombatHuman Trafficking projectfunding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 8 8/20/2024
Chain of command within the task force is an APD Sergeant, the APD Crime Suppression Bureau Lieutenant, the APD Investigation Division Captain, the APD Deputy Chief, and Anaheim Police Chief.

Anaheim Police Department is the lead agency for the OCHTTF, partnered with the Orange County District Attorney's Office HEAT Unit and Waymakers.

Compensation:

Reimbursement of overtime work and travel expenses shall be upon the submission of proper invoice, wliich sliall be submitted to APD on a monthly basis with suppot'ting documents.

Overtime work to be reimbursed upon invoice shall be reimbursed for services rendered by task force members at one and one-half (l !/i) time their regular horirly rate, multiplied by the number of hours of service actually provided during the billing period. Overtime reimbursement will not include any benefits or other compensation that such personnel may be entitled to as a conseqrience of enhanced services rendered pursuant to this MOU.

Each month, SAPD shall submit an invoice to APD describing the services performed and/or the specific task in the Scope of Services to which it relates, the date the services performed, and the number of hours spent on all work billed on an hourly basis. APD will provide payment for the described services performed within 30 days a'fter the invoice is submitted.

All other financial support for any regular or overtime hours worked, costs related to travel, equipment, training, or other miscellaneous expenses will be the responsibility of SAPD.

Liability and Insurance:

None of the paities hereto shall be liable for any bodily injury, death or damage to propeity proximately resulting from the negligent, wrongful or willful acts or omission of any other paity's 6 The duration of this MOU will encompass the entire
FY23 Enhanced Collaborative Model TaskForce to CombatHuman Trafficking project funding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 9 8/20/2024
employees in the performance of this MOU. Each party shall be responsible for the acts, errors or omissions and conduct of its own employees and carry shifficient insurance, including worker's compensation, to cover its employees pursuant to its insurance requirements.

Contingency of Funds:

The parties acknowledge that funding or portions of funding for this MOU may be contingent upon budget approval, receipt of funds from, and/or obligation of funds by the Office of Justice Programs.

Confidentiality:

The parties agree to maintain the confidentiality of joint and individual records and information pursuant to all statutory laws relating to privacy and con'fidentiality that currently exist or exist at any time during the term of this MOU.

Termination:

Any of the parties may terminate this MOU, with or without cause, upon 30 days' written notice given to the other parties.

Notice:

Any notice required to be given under this MOU shall be in writing and addressed as follows:

Notice to Anaheim Police Department:

Crime Suppression Bureau Lieutenant
Investigations Division
425 S. Harbor Boulevard
Anaheim, CA 92805
Notice to Santa Ana Police Department
Investigation Bureau Commander
Special Investigation Division
66 Civic Center Plaza
Santa Ana, CA 92701
Tlie duration of this MOU will encompass the entire
FY23 EnhancedCollaborative Model TaskForce to CombatHuman Trafficking projectfunding cycle, anticipated to occur throughout 10/01/2023 - 09/30/2026.

City Council 24 – 10 8/20/2024
Notice reqriired by this Agreement shall be effective when deposited in the United States mail, first class postage prepaid.

Alteration of Terms:

This MOU fully expresses all understanding of the parties and is the total agreement between the parties as to the subject matter of this MOU. No addition to, or alteration of the terms of this MOU by the parties, whether written or verbal, shall be valid unless made in the form of a written amendment to this MOU, which is formally approved and executed by the parties.

Commitment:

The partnering agencies have already established institutional integrity amongst the community they serve and expertise in their agency roles; carefully structuring new programs and projects will only help to fill gaps in the county rather than duplicate services. The history of our respected relationships with each other as law enforcement serves as a demonstration of the commitment on the pait of both project partners to work together to achieve the following goals: 1) Conduct proactive uwestigations of sex and labor trafficking crimes within Orange County and to support the prosecution of such crimes on state and federal levels, 2) Increase the identification of all foims of human trafficking within Orange County, 3) Offer a comprehensive airay of restorative services to victims of all types of human trafficking victimized in and/or living in Orange County, and 4) Enhance community capacity to identify and report trafficking crimes. 8 The duration of this MOU will encompass the entire
FY23 Enhanced Collaborative Model TaskForce to Combat Human Trafficking project tunding cycle, anticipated to occur tmoughout 10/01/2023 - 09/30/2026.

City Council 24 – 11 8/20/2024
We, the undersigned, hereby affirm our commitment to work closely, through planned active coordinatiorx, to identify victims and combat all forms of trafficking occurring within Orange County.

Signed,
sr=e pmtpr-o sic,tsswe P>b-e
Robert Rodriguez
Chief of Police
Santa Ana Police Department
UEI # KZE9G2M4GRX9
Date:

Date:

Rick Armendariz
Cliief of Police
Analieim Police Department
UEI # KV1LNLD4M5Q4
APPROVED AS TO FORM:

Attachments: Exhibit A - Federal Regulations
Exliibit B - Award Letter and Special Conditions
9 The duration of this MOU will encompass the entire
FY23 EnhancedCollaborativeModel TaskForceto CoinbatHuinanTraffickingprojectfundingcycle, anticipated to occur througliout 10/01/2023 - 09/30/2026.

City Council 24 – 12 8/20/2024
We, the undersigned, hereb)i affirm our commitment to work closely, through planned active coordination, to identify victims and combat all forms of trafficking occurring within Orange County.

Signed,
Se= AarrAtNC-D Si(yoee PACr[' Date:

Robert Rodriguez
Chief of Police
Santa Ana Police Departn'ient
UEI # KZE9G2M4GRX9
Date:

Rick Arinendariz
C)'iief of Police
Anaheim Police Department
UEI # KV1LNLD4M5Q4
APPROVBD AS m FORM:

Attachments: Exhibit A - Federal Regulations
Exhibit B - Award Letter and Special Conditions
The duration of tliis MOU will encompass t)ie entire
FY23 EnJiancedCollaboratisieModel TaskForceto CombatHumanTraffickingprojectfundingcycle, anticipated to occur tlirougliout 10/01/2023 - 09/30/2026.

City Council 24 – 13 8/20/2024
N-2024-"160
IN WI'l'NESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST:

APPROVED AS TO FORM:

SONIA R. CARV ALHO
City Attorney
Bye/
T
aaa!A

BOGOSIAN
Senior Assistant City Attorney

CITY OF SANTA ANA
Acting City Manager
RECOMMENDED FOR APPROVAL:

City Council 24 – 14 8/20/2024
Exhibit A - Federal Regulations
a. Federal Regulations - Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarment and Suspension - As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Anaheim. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours.
d. Recipient shall provide to City all records and inforination requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant fiinds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employi'nent, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, propeity, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying- Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of City Council 24 – 15 8/20/2024
the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Ai'nericans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in tum, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Eqrial Employment Oppottunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.

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

City Council 24 – 16 8/20/2024
r. Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the priblisher's release form must ensure the preservation of these rights.
t. Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:
(l) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of tis nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discinate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in wich an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the City Council 24 – 17 8/20/2024
compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a foimal complaint or charge, in furtherance of an investigation, proceeding, heating, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, teiminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
116664
City Council 24 – 18 8/20/2024
Exhibit B
Department of Justice (DOJ)
Office of Justice Programs
Office for Victims of Ce
Name and Address of Recipient:

City, State and Zip:

CITY OF ANAHEIM
425 S HARBOR BLVD
ANAHEIM, CA 92805
Recipient UEI: KVI LNLD4M5Q4
Washington, D.C. 20531
Project Title: The Orange County Human
rafficking Task Force (OCHTTF):
a designed to leverage capacity
expertise to provide comprehensive
a to victims and hold perpetrators
- -'-'-l
Award Number: 1 5POVC-23-GK-02742-HT
Awarding Agency: Office of Justice Programs
Office for Victims of Crime
Funding Instrument Type: CA
Opportunity Category: D
Assistance Listing:

16.320 - Services for Trafficking Victims
Project Description: "'-
Orange County has developed an innovative multidisciplinary, anti-human trafficking model designed to combat human trafficking. This model project, the Orange County Human Trafficking Task Force (OCHTTF), is designed to leverage the expertise of local service providers and law enforcement to ensure that victims are identified and supported and perpetrators are held accountable.

The OCHTTF proposes to implement the Enhanced Collaborative Project through the co-leadership of the Anaheirn Police Department (APD) and Waymakers. The purpose is to enhance the multidisciplinary, coleadership approach to increasing victim identification of all forms of human trafficking, supporting victims with a trauma-informed approach, and seeking justice on their behalf through a victim-centered lens. Project activities include conducting proactive investigations into sex and labor trafficking crimes, prosecuting perpetrators, and iprovidingcomprehensive, culturallyrelevantservicestovictimsofallformsofhumantrafficking.Project ' a aa will include a diverse set of approaches, informed by a collaboration of key stakeholders including law victim services, prosecution, survivors, and the community. Expected outcomes include an increase a the number of total victims identified and sei'ved, an increase in the percentage of victims of labor trafficking a served, and an increase in the niunber of labor trafficking cases being investigated. The geographic area to served is the entire County of Orange in California, representing 3,155,816 people in an area of 791 square Page: 1 of 22
City Council 24 – 19 8/20/2024
ward Letter
September 25, 2023
Dear Jorge Cisneros,
On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Justice Programs (OJP) has approved the application submitted by CITY OF ANAHEIM for an award under the funding opportunity entitled 2023 0VC FY 2023 Enhanced Collaborative Model (ECM) Task Force to Combat Human Trafficking. The approved award amount is $750,000.

Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance. For COPS Office and OVW funding the Award Offer also includes any Other Award Documents.

Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by OJP, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient or the award.

Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies non-compliance, which may include termination of the award and/or a requirement to repay award funds.

Prior to accepting the award, your Entity Administrator must assign a Financial Manager, Grant Award Administrator, and Authorized Representative(s) in the Justice Grants System (JustGrants). The Entity Administrator will need to ensure the assigned Authorized Representative(s) is current and has the legal authority to accept awards and bind the entity to the award terms and conditions. To accept the award, the Authorized Representative(s) must accept all parts or the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date.

To access your Funds, you will need to enroll in the Automated Standard Application For Payments (ASAP) system, if you haven't already completed the enrollment process in ASAP. The Entity Administrator should have already received an email from ASAP to initiate this process.

Congratulations, and we look forward to working with you. y Solomon
a nt Attorney General
Office for Civil Rights Notice for All Recipients
The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title Vl of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that ey will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from DOJ from discriminating in services and employment because or race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/ Explore/LegalOverview/CivilRightsRequirements.htm.

Under the delegation of authority, the OCR investigates allegations of discrimination against recipients from individuals, entities, or groups. In addition, the OCR conducts limited compliance reviews and audits based on regulatory criteria.

Page:2 of 22
City Council 24 – 20 8/20/2024
reviews and audits permit the OCR to evaluate whether recipients of financial assistance from the Department are providing services in a nondiscriminatory manner to their service population or have employment practices that meet equal-opportunity standards.

If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28 C.F.R. §§ 42.204(c),.205(c%5).

OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at [email protected].

Memorandum Regarding NEPA
NEPA Letter Type
OJP - Categorical Exclusion
NEPA Letter
The purpose or this program is to develop, expand, or strengthen a multidisciplinary approach to better respond to human trafficking. This collaborative approach must include victim and social service providers, law enforcement, prosecution personnel, individuals with lived experience, and a range of other governmental and non-governmental partners that work together to provide access to a diverse set of services for trafficking victims and to seek justice on their behalf.

None of the following activities will be conducted whether under the Office of Justice Programs federal action or a related third party action:
(1 ) New construction
(2) Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including property (a) listed on or eligible for listing on the National Register of Historic Places, or (b) located within a 1 00-year flood plain, a wetland, or habitat for an endangered species (3) A renovation that will change the basic prior use of a facility or significantly change its size (4) Research and technology whose anticipated and future application could be expected to have an effect on the environment
(5) Implementation of a program involving the use of chemicals (including the identification, seizure, or closure of clandestine methamphetamine laboratories)
ditionally, the proposed action is neither a phase nor a segment of a project that when reviewed in its entirety would not meet the criteria for a categorical exclusion.

Consequently, the subject federal action meets the Office of Justice Programs' criteria for a categorical exclusion as contained in paragraph 4(b) of Appendix D to Part 61 of Title 28 of the Code of Federal Regulations.

Questions about this determination may be directed to your grant manager or Environmental Coordinator for the Office for Victims of Crime.

Page: 3 of 22
City Council 24 – 21 8/20/2024
NEPA Coordinator
First Name
Middle Name Zoe
Last Name
French
Award Information
This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions.

Recipient Information
Recipient Name

CITY OF ANAHEIM
UEI
KV1 LNLD4M5Q4
Street 1
25 S HARBOR BLVD street a
City
EIM
ap/Postal Code
92805
County/Parish
State/U.S. Territory
California
Country
United States
Province
ward Details
Federal Award Date
9/25/23
Award Number
I5POVC-23-GK-027 42-HT
Federal Award Amount
$750,000.00
Award Type
Initial
Supplement Number
00 Funding Instrument Type
CA
Assistance Listing
Number
Assistance Listings Program Title

16.320 Services for Trafficking Victims
Statutory Authority
22 u.s.c. 7105(b)(2)
34 uSC 20705
Page:4 of 22
City Council 24 – 22 8/20/2024
OCHTTF proposes to implement the Enhanced Collaborative Project through the co-leadership of the a Police Department (APD) and Waymakers. The purpose is to enhance the multidisciplinary, coleadership approach to increasing victim identification of all forms of human trafficking, supporting victims with a trauma-informed approach, and seeking justice on their behalf tmough a victim-centered lens. Project activities include conducting proactive investigations into sex and labor trafficking crimes, prosecuting perpetrators, and viding comprehensive, culturally relevant services to victims of all forms of human trafficking. Project activities will include a diverse set of approaches, informed by a collaboration of key stakeholders including law enforcement, victim services, prosecution, survivors, and the community. Expected outcomes include an increase a the number of total victims identified and served, an increase in the percentage of victims of labor trafficking a served, and an increase in the number of labor trafficking cases being investigated. The geographic area to Page:5 of 22
City Council 24 – 23 8/20/2024
be served is the entire County of Orange in California, representing 3,155,816 people in an area of 791 square miles.
[]
Ihave read and understand the information presented in this section of the Federal Award Instrument.

Financial Information
This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions.

The recipient budget is currently under review.
n
Ihave read and understand the information presented in this section of the Federal Award Instrument.

Award Conditions
This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions.

Compliance with restrictions on the use of federal funds-prohibited and controlled equipment under OJP awards Consistent with Executive Order I 4074, "Advancing Effective, Accountable Policing and Criminal Justice Practices To Enhance Public Trust and Public Safety," OJP has prohibited the use of federal funds under this award for purchases or transfers of specified equipment by law enforcement agencies. In addition, OJP requires the recipient, and any subrecipient ("subgrantee") at any tier, to put in place specified controls prior to using federal funds under this award to acquire or transfer any property identified on the "controlled equipment" list. The details of the requirement are posted on the OJP web site at https://www.ojp.gov/funding/explore/prohibited-and-controlled-equipment (Award condition:

Compliance with restrictions on the use of federal funds-prohibited and controlled equipment under OJP awards), and are incorporated by reference here.

Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 54, which relates to nondiscrimination on the basis of sex in certain "education programs." Compliance with 41 u.s.c. 4712 (including prohibitions on reprisal; notice to employees) The recipient (and any subrecipient at any tier) must comply with, and is subject to, all applicable provisions of 41 u.s.c. 4712, including all applicable provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant.

The recipient also must inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 u.s.c. 4712.

Should a question arise as to the applicability of the provisions of 41 u.s.c. 4712 to this award, the recipient is to Page:6 of 22
City Council 24 – 24 8/20/2024
ct the DOJ awarding agency (OJP or OVW, as appropriate) for guidance. ality of Part 200 Uniform Requirements
Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by DOJ in 2 C.F.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2022 award from OJP.

Part 200 Uniform Requirements were first adopted by DOJ on December 26, 2014. If this FY 2022 award supplements funds previously awarded by OJP under the same award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all funds under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this FY 2022 award.

For more information and resources on the Part 200 Uniform Requirements as they relate to OJP awards and subawards ("subgrants"), see the OJP website at https://ojp.gov/funding/Part200UniformRequirements.htm.

Record retention and access: Records pertinent to the award that the recipient (and any subrecipient ("subgrantee") at any tier) must retain-typically for a period of 3 years from the date of submission of the final expenditure report (SF 25), unless a different retention period applies-and to which the recipient (and any subrecipient ("subgrantee") at any tier) must provide access, include performance measurement information, in addition to the financial records, supporting documents, statistical records, and other pertinent records indicated at 2 C.F.R. 200.334.

In the event that an award-related question arises From documents or other materials prepared or distributed by OJP may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OJP promptly for clarification. 5 Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events
recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable laws, regulations, policies, and official DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such conferences, and costs of attendance at such conferences.

Information on the pertinent DOJ definition of conferences and the rules applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "DOJ Grants Financial Guide"). 6 Requirement for data on performance and effectiveness under the award The recipient must collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to OJP in the manner (including within the timeframes) specified by OJP in the program solicitation or other applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. 7 Compliance with DOJ Grants Financial Guide
References to the DOJ Grants Financial Guide are to the DOJ Grants Financial Guide as posted on the OJP website (currently, the "DOJ Grants Financial Guide" available at https://ojp.gov/financialguide/DOJ/index.htm), including any updated version that may be posted during the period of performance. The recipient agrees to comply with the DOJ Grants Financial Guide.
8 Page:7 of 22
City Council 24 – 25 8/20/2024
Compliance with general appropriations-law restrictions on the use of federal funds (FY 2022) recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable restrictions on the use of funds set out in federal appropriations statutes. Pertinent restrictions, including from various "general provisions" in the Consolidated Appropriations Act, 2022, are set out at https://www.ojp.gov/funding/Explore/ FY22AppropriationsRestrictions.htm, and are incorporated by reference here.

Should a question arise as to whether a particular use oT federal Funds by a recipient (or a subrecipient) would or might within the scope of an appropriations-law restriction, the recipient is to contact OJP for guidance, and may not proceed without the express prior written approval of OJP. g
Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 38 (as may be applicable from time to time), specifically including any applicable requirements regarding notice to program beneficiaries and prospective program beneficiaries.

Currently, among other things, 28 C.F.R. Part 38 includes rules that prohibit specific forms of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38, currently, also sets out rules and requirements that pertain to recipient and subrecipient ("subgrantee") organizations that engage in or conduct explicitly religious activities, as well as rules and requirements pertain to recipients and subrecipients that are faith-based or religious organizations.

The text of 28 C.F.R. Part 38 is available via the Electronic Code of Federal Regulations (currently accessible at https:/ .ecfr.gov/cgi-bin/ECFR?page=browse), by browsing to Title 28-Judicial Administration, Chapter 1, Part 38, under e-CFR "current" data.
10 Effect of failure to address audit issues
recipient understands and agrees that the DOJ awarding agency (OJP or OVW, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DOJ awarding agency) the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations, or reviews of DOJ awards.
11 Requirements of the award; remedies For non-compliance or for materially false statements conditions of this award are material requirements of the award. Compliance with any assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance also is a material requirement of this award.

Limited Exceptions. In certain special circumstances, the u.s. Department of Justice ("DOJ") may determine that it will not enforce, or enforce only in part, one or more requirements otherwise applicable to the award. Any such exceptions regarding enforcement, including any such exceptions made during the period of performance, are (or will be during period of performance) set out through the Office of Justice Programs ("OJP") webpage entitled "Legal Notices:

Special circumstances as to particular award conditions" (ojp.gov/funding/Explore/LegalNotices-AwardReqts.htm), and incorporated by reference into the award.

By signing and accepting this award on behalf of the recipient, the authorized recipient official accepts all material requirements of the award, and specifically adopts, as if personally executed by the authorized recipient official, all assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance.

Failure to comply with one or more award requirements-whether a condition set out in full below, a condition Page:8 of 22
City Council 24 – 26 8/20/2024
incorporated by reference below, or an assurance or certification related to conduct during the award period-may result in OJP taking appropriate action with respect to the recipient and the award. Among other things, the OJP may a hold award Funds, disallow costs, or suspend or terminate the award. DOJ, including OJP, also may take other legal action as appropriate.
y materially false, fictitious, or fraudulent statement to the federal government related to this award (or concealment or omission of a material fact) may be the subject of criminal prosecution (including under 18 u.s.c. 1001 and/or 1621, and/or 34 u.s.c. 10271-10273), and also may lead to imposition of civil penalties and administrative remedies for false claims or otherwise (including under 3al u.s.c. 3729-3730 and 3801-3812).

Should any provision of a requirement of this award be held to be invalid or unenforceable by its terms, that provision first be applied with a limited construction so as to give it the maximum effect permitted by law. Should it be held, instead, that the provision is utterly invalid or -unenforceable, such provision shall be deemed severable from this award.
12 Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 42, specifically including any applicable requirements in Subpart E of 28 C.F.R. Part 42 that relate to an equal employment opportunity program.
13 Requirements related to "de minimis" indirect cost rate recipient that is eligible under the Part 200 Uniform Requirements and other applicable law to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(f), and that elects to use the "de minimis" indirect cost rate, must advise OJP in writing of both its eligibility and its election, and must comply with all associated requirements in the Part Uniform Requirements. The "de minimis" rate may be applied only to modified total direct costs (MTDC) as defined by the Part 200 Uniform Requirements.
14 Employment eligibility verification for hiring under the award

1. The recipient (and any subrecipient at any tier) mustEnsure that, as part of the hiring process for any position within the United States that is or will be funded (in whole or in part) with award funds, the recipient (or any subrecipient) properly verifies the employment eligibility of the individual who is being hired, consistent with the provisionsof 8 u.s.c. I 324a(a%l).

B. Notify all persons associated with the recipient (or any subrecipient) who are or will be involved in activities under award of both-
(1 ) this award requirement Tor verification of employment eligibility, and (2) the associated provisions in 8 u.s.c. I 324a(a)(1 ) that, generally speaking, make it unlawful, in the United States, to hire (or recruit for employment) certain aliens.

C. Provide training (tothe extent necessary) to those persons required by this condition to be notified of the award requirement Foremploymenteligibility verification and of the associated provisions of 8 U.S.C.1324a(a%1).

D. As part of the recordkeeping for the award (including pursuant to the Part 200 Uniform Requirements), maintain records of all employment eligibility verifications pertinent to compliance with this award condition in accordance with Form 1-9 record retention requirements, as well as records of all pertinent notifications and trainings.

2. Monitoring
Page:9 of 22
City Council 24 – 27 8/20/2024
recipient's monitoring responsibilities include monitoring of subrecipient compliance with this condition.

3. Allowable costs
o the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for reasonable, necessary, and allocable costs (if any) of actions designed to ensure compliance with this condition.

Rules of construction
Staff involved in the hiring process
For purposes of this condition, persons "who are or will be involved in activities under this award" specifically includes (without limitation) any and all recipient (or any subrecipient) officials or other staff who are or will be involved in the hiring process with respect to a position that is or will be funded (in whole or in part) with award funds.

B. Employment eligibility confirmation with E-Verify
For purposes of satisfying the requirement of this condition regarding verification of employment eligibility, the recipient (or any subrecipient) may choose to participate in, and use, E-Verify (www.e-verify.gov), provided an appropriate person authorized to act on behalf of the recipient (or subrecipient) uses E-Verify (and follows the proper E-Verify procedures, including in the event of a "Tentative Nonconfirmation" or a "Final Nonconfirmation") to confirm eligibility for each hiring for a position in the United States that is or will be funded (in whole or in part) with award funds.

C. "United States" specifically includes the District of Columbia, Puerto Rico, Guam, the Virgin Islands of the United States, and the Commonwealth of the Northern Mariana Islands.

D. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, or any person or other entity, to violate any federal law, including any applicable civil rights or nondiscrimination law.

E. Nothing in this condition, including in paragraph 4.B., shall be understood to relieve any recipient, any subrecipient at any tier, or any personor other entity,of any obligation otherwise imposedby law, including8 u.s.c. I 324a(a%1).

Questions about E-Verify should be directed to DHS. For more information about E-Verify visit the E-Verify website (https://www.e-verify.gov/)or email E-Verifyat [email protected]. E-Verifyemployeragents can email E-Verifyat E[email protected].

Questions about the meaning or scope of this condition should be directed to OJP, before award acceptance. 15 OJP Training Guiding Principles
y training or training materials that the recipient-or any subrecipient ("subgrantee") at any tier-develops or delivers with OJP award funds must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees, available at https://www.ojp.gov/funding/implement/training-guiding-principles-grantees-and-subgrantees. 16 Determination of suitability to interact with participating minors SCOPE.This conditionapplies to this award if it is indicated-in the applicationfor the award (as approved by DOJ%or in the application for any subaward, at any tier), the DOJ funding announcement (solicitation), or an associated federal statute-that a purpose of some or all of the activities to be carried out under the award (whether by the recipient, or a subrecipient at any tier) is to benefit a set of individuals under 18 years of age. recipient, and any subrecipient at any tier, must make determinations of suitability before certain individuals may interact with participating minors. This requirement applies regardless of an individual's employment status. details of this requirement are posted on the OJP web site at https://ojp.gov/funding/Explore/Interact-Minors.htm Page: 10 of 22
City Council 24 – 28 8/20/2024
(Award condition: Determination of suitability required, in advance, for certain individuals who may interact with participating minors), and are incorporated by reference here. 17 Potential imposition of additional requirements
e recipient agrees to comply with any additional requirements that may be imposed by the DOJ awarding agency (OJP or OVW, as appropriate) during the period of performance for this award, if the recipient is designated as "highrisk" for purposes of the DOJ high-risk grantee list. 18 Required training for Grant Award Administrator and Financial Manager Grant Award Administrator and all Financial Managers for this award must have successfuliy completed an "OJP ' managementandgrantadministrationtraining"by120daysafterthedateoftherecipient'sacceptanceofthe award. Successful completion of such a training on or affer October 15, 2020, will satisfy this condition.

In the event that either the Grant Award Administrator or a Financial Manager for this award changes during the period f performance, the new Grant Award Administrator or Financial Manager must have successfully completed an "OJP ancial management and grant administration training" by 120 calendar days after the date the Entity Administrator enters updated Grant Award Administrator or Financial Manager information in JustGrants. Successful completion of a training on or after October 15, 2020, will satisfy this condition. list of OJP trainings that OJP will consider "OJP financial management and grant administration training" for purposes of this condition is available at https://onlinegfmt.training.ojp.gov/. All trainings that satisfy this condition include a session on grant Fraud prevention and detection. recipient should anticipate that OJP will immediately withhold ("freeze") award funds if the recipient fails to comply this condition. The recipient's failure to comply also may lead OJP to impose additional appropriate conditions on award.
19 Restrictions and certifications regarding non-disclosure agreements and related matters No recipient or subrecipient ("subgrantee") under this award, or entity that receives a procurement contract or bcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information.

1. In accepting this award, the recipienta. represents that it neither requires nor has required internal confidentiality agreements or statements From employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors From reporting waste, fraud, or abuse as described above; and b. certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency.

Page: 11 of 22
City Council 24 – 29 8/20/2024

2. If the recipient does or is authorized under this award to make subawards ("subgrants"), procurement contracts, or botha. it represents that-
(1 ) it has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors From reporting waste, ud, or abuse as described above; and
(2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it learns or is notified that any subrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it I immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency.

Reclassification of various statutory provisions to a new Title 34 of the United States Code On September 1, 2017, various statutory provisions previously codified elsewhere in the u.s. Code were editorially reclassified (that is, moved and renumbered) to a new Title 34, entitled "Crime Control and Law Enforcement." The reclassification encompassed a number of statutory provisions pertinent to OJP awards (that is, OJP grants and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code.

Effective as of September 1, 2017, any reference in this award document to a statutory provision that has been reclassified to the new Title 34 of the u.s. Code is to be read as a reference to that statutory provision as reclassified Title 34. This rule of construction specifically includes references set out in award conditions, references set out in material incorporated by reference through award conditions, and references set out in other award requirements.

Requirement to report actual or imminent breach of personally identifiable information (Pll) The recipient (and any "subrecipient" at any tier) must have written procedures in place to respond in the event of an actual or imminent "breach" (OMB M-17-12) if it (or a subrecipient)-(1 ) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "Personally Identifiable Information (Pll)" (2 CFR 200.1 )within the scope of an OJP grant-funded program or activity, or (2) uses or operates a "Federal information system" (OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of Pll to an OJP Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach.

Requirement to disclose whether recipient is designated "high risk" by a federal grant-making agency outside of DOJ If the recipient is designated "high risk" by a federal grant-making agency outside of DOJ, currently or at any time during the course of the period of performance under this award, the recipient must disclose that fact and certain related information to OJP by email at [email protected]. For purposes of this disclosure, high risk includes any status under which a federal awarding agency provides additional oversight due to the recipient's past performance, or other programmatic or financial concerns with the recipient. The recipient's disclosure must include the lowing: 1. The federal awarding agency that currently designates the recipient high risk, 2. The date the recipient designated high risk, 3. The high-risk point of contact at that federal awarding agency (name, phone number, and email address), and 4. The reasons for the high-risk status, as set out by the federal awarding agency.

Page: 4 2 of 22
City Council 24 – 30 8/20/2024
Encouragement of policies to ban text messaging while driving Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients ("subgrantees") to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this award, and to establish workplace safety policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers.
24 subawards ("subgrants") must have specific federal authorization recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements for authorization of any subaward. This condition applies to agreements that-for purposes of federal grants administrative requirements-OJP considers a "subaward" (and therefore does not consider a procurement "contract").
details of the requirement for authorization of any subaward are posted on the OJP web site at https://ojp.gov/ nding/Explore/SubawardAuthorization.htm (Award condition: All subawards ("subgrants") must have specific federal authorization), and are incorporated by reference here. 25 Specific post-award approval required to use a noncompetitive approach in any procurement contract that would exceed $250,000
recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements to obtain specific advance approval to use a noncompetitive approach in any procurement contract that would exceed the Simplified Acquisition Threshold (currently, $250,000). This condition applies to agreements that-for purposes of grants administrative requirements-OJP considers a procurement "contract" (and therefore does not consider a subaward).

The details of the requirement for advance approval to use a noncompetitive approach in a procurement contract under an OJP award are posted on the OJP web site at https://ojp.gov/funding/Explore/NoncompetitiveProcurement.htm (Award condition: Specific post-award approval required to use a noncompetitive approach in a procurement contract (if contract would exceed $250,000)), and are incorporated by reference here. 26 Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and OJP authority to terminate award)
recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements (including requirements to report allegations) pertaining to prohibited conduct related to the trafficking of persons, whether on the part of recipients, subrecipients ("subgrantees"), or individuals defined (for purposes of this condition) as "employees" of the recipient or of any subrecipient.

The details of the recipient's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site at https://ojp.gov/funding/Explore/ProhibitedConduct-Trafficking.htm (Award condition: Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and OJP authority to terminate award)), and are incorporated by reference here. 27 Requirement to report potentially duplicative funding If the recipient currently has other active awards of federal funds, or if the recipient receives any other award of federal during the period of performance for this award, the recipient promptly must determine whether funds from any of other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items for which funds are provided under this award. If so, the recipient must promptly notify the DOJ awarding agency (OJP or OVW, as appropriate) in writing of the potential duplication, and, if so requested by the DOJ awarding Page: 13 of 22
City Council 24 – 31 8/20/2024
agency, must seek a budget-modification or change-of-project-scope Grant Award Modification (GAM) to eliminate any inappropriate duplication of funding.
8 Reporting potential fraud, waste, and abuse, and similar misconduct recipient, and any subrecipients ("subgrantees") at any tier, must promptly refer to the DOJ Office of the Inspector General (OIG) any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has, in connection with funds under this award-(1 ) submitted a claim that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct.

Potential fraud, waste, abuse, or misconduct involving or relating to funds under this award should be reported to the 01G by-(l)online submission accessible via the 01G webpage at https://oig.justice.gov/hotline/contact-grants.htm (select "Submit Report Online"); (2) mail directed to: u.s. Department of Justice, Office of the Inspector General, Investigations Division, ATTN: Grantee Reporting, 950 Pennsylvania Ave., NW, Washington, DC 20530; and/or (3) by csimile directed to the DOJ 01G Investigations Division (Attn: Grantee Reporting) at (202) 616-9881 (fax). itional information is available from the DOJ 01G website at https://oig.justice.gov/hotline. 29 Requirements related to System for Award Management and Universal Identifier Requirements recipient must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at https://www.sam.gov/. This includes applicable requirements regarding registration with SAM, as well as maintaining the currency of information in SAM.
recipient also must comply with applicable restrictions on subawards ("subgrants") to First-tier subrecipients (first- "subgrantees"), including restrictions on subawards to entities that do not acquire and provide (to the recipient) the unique entity identifier required for SAM registration. details of the recipient's obligations related to SAM and to unique entity identifiers are posted on the OJP web site at https://ojp.gov/funding/Explore/SAM.htm (Award condition: System for Award Management (SAM) and Universal Identifier Requirements), and are incorporated by reference here. a condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated any business or non-profit organization that he or she may own or operate in his or her name). 30 Restrictions on "lobbying"
In general, as a matter of federal law, federal funds awarded by OJP may not be used by the recipient, or any subrecipient ("subgrantee") at any tier, either directly or indirectly, to support or oppose the enactment, repeal, modification, or adoption of any law, regulation, or policy, at any level of government. See 18 U.S.C. I 'J13. (There may be exceptions if an applicable federal statute specifically authorizes certain activities that otherwise would be barred by law.)
federal law generally prohibits federal funds awarded by OJP from being used by the recipient, or any subrecipient at any tier, to pay any person to influence (or attempt to influence) a federal agency, a Member of Congress, or Congress (or an official or employee of any of them) with respect to the awarding of a federal grant or cooperative agreement, subgrant, contract, subcontract, or loan, or with respect to actions such as renewing, extending, or modifying any such award. See 31 u.s.c. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations.

Should any question arise as to whether a particular use of federal funds by a recipient (or subrecipient) would or might I within the scope orthese prohibitions, the recipient is to contact OJP For guidance, and may not proceed without the express prior written approval of OJP.

Page: 14 of 22
City Council 24 – 32 8/20/2024
31 e recipient agrees that it will submit quarterly financial status reports (the SF 425 Federal Financial Report) to OJP in JustGrants, no later than the deadlines set out in the DOJ Financial Guide and the JustGrants guidance (typically 30 days after the end of each calendar quarter). Delinquent reports may lead to funds being frozen and other remedies. 32 recipient shall submit semiannual performance reports. Pertormance reports shall be submitted within 30 days after the end of the reporting periods, which are June 30 and December 31, for the life or the award. These reports will be submitted to the Office of Justice Programs, on-line through the Internet at https://justgrants.usdoj.gov 33 recipient agrees to submit a final report at the end of this award documenting all relevant project activities during entire period of support under this award. This report will include detailed information about the project(s) funded, including, but not limited to, information about how the funds were actually used for each purpose area, data to support statements of progress, and data concerning individual results and outcomes of funded projects reflecting project successes and impacts. The final report is due no later than 120 days following the close of this award period or the expiration of any extension periods. This report will be submitted to the Office of Justice Programs, on-line through the Internet at https://justgrants.usdoj.gov/
34 FFATA reporting: Subawards and executive compensation recipient must comply with applicable requirements to report first-tier subawards ("subgrants") of $30,000 or more and, in certain circumstances, to report the names and total compensation of the five most highly compensated executives of the recipient and first-tier subrecipients (first-tier "subgrantees") of award funds,. The details of recipient obligations, which derive from the Federal Funding Accountability and Transparency Act of 2006 (FFATA), are posted on the OJP web site at https://ojp.gov/funding/Explore/FFATA.htm (Award condition: Reporting Subawards and Executive Compensation), and are incorporated by reference here. is condition, including its reporting requirement, does not apply to-(1 ) an award of less than $30,000, or (2) an award made to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 35 Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS
recipient must comply with any and all applicable requirements regarding reporting of information on civil, criminal, and administrative proceedings connected with (or connected to the performance of) either this OJP award or any other grant, cooperative agreement, or procurement contract from the Federal government. Under certain circumstances, recipients of OJP awards are required to report information about such proceedings, through the System for Award Management (known as "SAM"), to the designated federal integrity and peformance system (currently, "FAPIIS").
details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the federal designated integrity and performance system (currently, "FAPIIS") within SAM are posted on the OJP web site at https://ojp.gov/funding/FAPllS.htm (Award condition:

Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here.
36 Limit on use of grant funds for grantees' employees' salaries respect to this award, federal funds may not be used to pay cash compensation (salary plus bonuses) to any employee of the award recipient at a rate that exceeds 11 0% of the maximum annual salary payable to a member of Page: 15 of 22
City Council 24 – 33 8/20/2024
e federal government's Senior Executive Service (SES) at an agency with a Certified SES Performance Appraisal System for that year. (An award recipient may compensate an employee at a higher rate, provided the amount in xcess of this compensation limitation is paid with non-federal funds.) limitation on compensation rates allowable under this award may be waived on an individual basis at the a of the OJP official indicated in the program announcement under which this award is made. 37 Statement of Federal Involvement
Due to the substantial Federal involvement contemplated in completion of this project, the OVC has elected to enter into a cooperative agreement rather than a grant. This decision is based on OJP and OVC's ongoing responsibility to and coordinate projects that relate to the funded activities. OJP and OVC will provide input and re-direction to project, as needed, in consultation with the recipient, and will actively monitor the project by methods including, but not limited to, ongoing contact with the recipient. In meeting programmatic responsibilities, OJP, OVC, and the recipient will be guided by the following principles: responsibility for the day-to-day operations of this project rests with recipient in implementation of the recipient's approved proposal, the recipient's approved budget, and the terms conditions specified in this award. Responsibility for general oversight and redirection of the project, if necessary, rests with OVC. In addition to its programmatic reporting requirements, the recipient agrees to provide necessary information as requested by OJP and OVC. Information requests may include, but are not limited to, specific a a related to: performance, including measurement of project outputs/outcomes; meeting peformance pecifications; developmental decision points; changes in project scope or personnel; budget modifications; and/or coordination of related projects.
38 ithin 45 calendar days after the end of any conference, meeting, retreat, seminar, symposium, training activity, or similar event funded under this award, and the total cost of which exceeds $20,000 in award funds, the recipient must provide the program manager with the following information and itemized costs:
1 ) name of event;
) event dates;
3) location of event;
) number of federal attendees;
5) number of non-federal attendees;
6) costs of event space, including rooms for break-out sessions; 7) costs of audio visual services;
8) other equipment costs (e.g., computer fees, telephone fees); 9) costs of printing and distribution;
10) costs of meals provided during the event;
Il ) costs of refreshments provided during the event;
12) costs of event planner;
13) costs of event facilitators; and
14) any other costs associated with the event.

Page: 16 of 22
City Council 24 – 34 8/20/2024
e recipient must also itemize and report any of the following attendee (including participants, presenters, speakers) costs that are paid or reimbursed with cooperative agreement funds:
1 ) meals and incidental expenses (M&IE portion of per diem); ) lodging;
3) transportation to/from event location (e.g., common carrier, Privately Owned Vehicle (POV)); and, ) local transportation (e.g., rental car, POV) at event location.

Note that if any item is paid for with registration fees, or any other non-award funding, then that portion of the expense does not need to be reported.

Further instructions regarding the submission of this data, and how to determine costs, are available in the DOJ Financial Guide Conference Cost Chapter.
39 recipient will coordinate its efforts with other similar OVC-funded programs within the relevant jurisdiction in order enhance the project and avoid duplication of efforts.
o
ustification of consultant rate
of this award does not indicate approval of any consultant rate in excess of $650 per day. A detailed stification must be submitted to and approved by the OJP program office prior to obligation or expenditure of such 1 recipient agrees to submit to OJP for review and approval any product (e.g., curricula, training materials, publications, reports, videos, or any other written, web-based, or audio-visual, or other materials) that will be developed and published under this award, 60 days before its intended publication. The recipient agrees to correct a product in response to comments generated through the OJP peer review process, the internal Department of Justice review process, or as otherwise requested by OJP. Any products developed under this award shall contain the following ?This was produced by under [add grant number], awarded by the [add warding Program Office, e.g., Office for Victims of Crime], Office of Justice Programs, u.s. Department of Justice. opinions, findings, and conclusions or recommendations expressed in this are those of the contributors and do not necessarily represent the official position or policies of the u.s. Department of Justice. ? The OJP grant manager will determine whether minor deliverables, such as webinars, one-page flyers and discrete web pages, require review or prior approval by OJP.
2 The recipient (and any "subrecipient" at any tier) must have written policies and procedures in place that address how it will maintain the confidentiality of victims' names, addresses, telephone numbers, or any other identifying information including how this information will be protected when there is information sharing between partners. In addition, the recipient must submit a signed, written certification that data privacy and sharing protocols comport with the confidentiality and privacy rights and obligations of federal law or the grantee jurisdiction's laws, court rules, or rules of professional conduct applicable to the work performed by the recipient. The recipient agrees to provide to OJP all documentation as required for grant monitoring purposes. must ensure that Limited English Proficiency persons have meaningful access to the services under this program(s). National origin discrimination includes discrimination on the basis of limited English proficiency (LEP). To ensure compliance with Title Vl and the Safe Streets Act, recipients are required to take reasonable steps to ensure LEP persons have meaningful access to their programs. Meaningful access may entail providing language assistance services, including oral and written translation when necessary. The u.s. Department of Justice has issued Page: 17 of 22
City Council 24 – 35 8/20/2024
guidance for grantees to help them comply with Title Vl requirements. The guidance document can be accessed on the Internet at www.lep.gov.

Project Director and/or any other key program personnel designated in the application shall be replaced only for compelling reasons. Successors to key personnel must be approved by OJP, and such approval is contingent upon submission of appropriate information, including, but not limited to, a resume. Changes in program personnel, other key personnel, require only notification to OJP and submission of resumes, unless otherwise designated in the award document.
5 Copyright; Data rights
recipient acknowledges that OJP reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and authorize others to use (in whole or in part, including in connection with derivative ), for Federal purposes: (1 ) any work subject to copyright developed under an award or subaward (at any tier); and (2) any rights of copyright to which a recipient or subrecipient (at any tier) purchases ownership with Federal support.
recipient acknowledges that OJP has the right to (1 ) obtain, reproduce, publish, or otherwise use the data first produced under any such award or subaward; and (2) authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. "Data" includes data as defined in Federal Acquisition Regulation (FAR) provision

52.227-14 (Rights in Data - General).

It is the responsibility of the recipient (and of each subrecipient (at any tier), if applicable) to ensure that the provisions of this condition are included in any subaward (at any tier) under this award. recipient has the responsibility to obtain from subrecipients, contractors, and subcontractors (if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subrecipient, contractor, or subcontractor refuses to accept terms affording the Government such rights, the recipient shall promptly bring such refusal to the attention of the OJP program manager for the award and not proceed with the agreement in question without further authorization From the OJP program office.

Non-profit organization recipient - Disclosure of process for determining compensation For any year during the period of performance for this award as to which the recipient non-profit organization believes (or asserts) that it has satisfied the requirements of 26 C.F.R. 53.4958-6 (which relates to establishing or invoking a rebuttable presumption or reasonableness of compensation of certain individuals and entities), the recipient must make a prompt written disclosure to OJP that satisfies the requirements of this award condition. (Under certain circumstances, a non-profit organization that provides unreasonably-high compensation to certain persons may subject both the organization's managers and those who receive the compensation to additional federal es. A rebuttable presumption of the reasonableness of a non-profit organization's compensation arrangements however, may be available if the non-profit organization satisfied certain rules set out in Internal Revenue Service regulations with regard to its compensation decisions.) Each disclosure required by this award condition must describe in pertinent detail the process used by the recipient non-profit organization to determine the compensation of its officers, directors, trustees, and key employees (together, "covered persons"). At a minimum, the disclosure must describe in pertinent detail - (1 ) the composition of the body that reviews and approves compensation arrangements for covered persons; (2) the methods and practices used by the recipient organization to ensure that no individual with a conflict of interest participates as a member of the body that reviews and approves a compensation arrangement for a covered person; (3) the appropriate data as to comparability of compensation that is obtained in advance and relied upon by the body Page: 18 of 22
City Council 24 – 36 8/20/2024
reviews and approves compensation arrangements for covered persons; (4) the written or electronic records that the recipient maintains as concurrent documentation of the decisions with respect to compensation of covered persons made by the body that reviews and approves such compensation arrangements, including records of deliberations and of the basis for decisions.

For purposes of this condition, the following terms and phrases have the meanings set out by the Internal Revenue Service for use in connection with 26 C.F.R. 53.4958-6: officers, directors, trustees, key employees, compensation conflict of interest, appropriate data as to comparability, adequate documentation, concurrent documentation. is condition implements a law that affects the program under which this OJP award is made. In accepting this award, recipient acknowledges that, following receipt of an appropriate request, OJP may be authorized or required by law make information submitted pursuant to this condition available for public inspection.

Representation and agreement regarding funds in offshore accounts In accepting this award, the recipient nonprofit organization - (1 ) represents to the Department of Justice that it does not hold money in offshore accounts for the purpose of avoiding paying the tax described in 26 u.s.c. 51 '1(a), and agrees that it will not hold money in any such accounts for such a purpose during the period of performance of this award; and (2) agrees that, if, during the period of performance of this award, the recipient learns that it does hold money in offshore accounts for such a purpose, it will immediately stop any Further obligations of award funds, it will provide prompt written notification to OJP, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by OJP.

Recipient certifies that it does not promote, support, or advocate the legalization or practice of prostitution, nor will it use grant funds or program match funds to promote, support, or advocate the legalization or practice of prostitution. value or amount of any "non-federal share," "match," or cost-sharing contribution incorporated into the OJP OCFO-approved budget For this award is part of the "project cost" for purposes of the Part 200 Uniform Requirements, and is subject to audit. In general, the rules and restrictions that apply to award funds from Federal sources also apply funds in the OJP-approved budget that are provided as "match" or through "cost sharing." recipient agrees that its anti-trafficking program policies, procedures, and rules enhance access to services and promote survivor autonomy, consistent with the principles set out in the "Enhancing Access to Service and Promoting Survivor Autonomy" heading of the applicable solicitation; and that they conform with the requirements outlined in the solicitation, particularly those in the "Mandatory Program Requirements" heading. See also "What expectations does OVC have for the programmatic policies and procedures of ant-trafficking award recipients?" (https://ovc.ojp.gov/ program/human-trafficking/ovc-human-trafficking-program-faqs).

Within 90 days of an OVC request, the recipient must submit for OVC review and approval, the policies, procedures, and rules governing the provision of program services supported with award funding or provided as a match. These documents should include, but are not limited to, those used for program eligibility, intake, working with participants, and program protocols. The recipient further agrees to work with OVC-sponsored technical assistance provider(s) to develop or modify its policies, procedures, and rules where OVC determines that changes are needed to ensure they reflect best practices for serving survivors of human trafficking.

The recipients may not use award funds to hold beds in a housing facility by charging their cost to the grant while empty; pay victims cash or non-cash stipends or incentives to encourage support service participation; engage in Page: 19 of 22
City Council 24 – 37 8/20/2024
primary prevention activities; or purchase or lease vehicles.

In accepting this award, the recipient agrees that grant funds cannot be used for Facial Recognition Technology (FRT) unless the recipient has policies and procedures in place to ensure that the FRT will be utilized in an appropriate and responsible manner that promotes public safety, and protects privacy, civil rights, and civil liberties and complies with all applicable provisions of the u.s. Constitution, including the Fourth Amendment's protection against unreasonable searches and seizures and the First Amendment's freedom of association and speech, as well as other laws and regulations. Recipients utilizing funds for FRT must make such policies and procedures available to DOJ upon request. holding of funds: Research and evaluation independence and integrity recipient may not obligate, expend, or draw down any award funds until: (1 ) it has provided to the grant manager this OJP award information regarding research and evaluation independence and integrity in accordance with the detailed instructions in the program solicitation, (2) OJP has completed its review of the information provided and of any supplemental information it may request, (3) the recipient has made (or agreed to) any adjustments to the award (including as to amount) that OJP may require to prevent, eliminate, mitigate, or otherwise adequately address any actual or apparent personal or financial conflict of interest on the part of the investigators or other staff/consultants engaged in the research/evaluation or organizational conflict or interest on the part oT the recipient entity, and (4) ward Condition Modification (ACM) has been issued to remove this condition.

If this award is a "discretionary" award (i.e., not an award under a statutory "formula" program), the recipient understands and agrees that if it does not provide an adequate research and evaluation independence and integrity submission (as determined by OJP), or if it fails to implement (as determined by OJP) any saTeguard included in its submission or required by OJP, this award may be terminated (without right or appeal), upon thirty (30) calendar days advance written notice by OJP.
recipient's budget (and budget narrative) is pending clearance by OJP.

Prior to budget clearance (and unless there is a more restrictive condition on this award, in which case the terms of more restrictive condition apply): The recipient may not drawdown more than 1 0'/o of the award. Pre-clearance obligations, expenditures, and drawdowns may be disallowed if not in compliance with program requirements. recipient should be judicious in using award funds prior to budget clearance. Generally, OJP expects that recipients (depending on the specific project scope) may need to advertise for award-funded positions, pay personnel and fringe benefits for positions budgeted under the award, plan for project activities, attend training and pay trainingrelated travel needed to begin the project, and engage in other limited activities conducted by recipient staff (i.e., generally not requiring a subaward or procurement contract under an award).

OJP will issue an Award Condition Modification upon budget clearance.

The recipient may not obligate, expend, or draw down any award funds for indirect costs, unless and until either-(1 ) recipient submits to OJP a current, federally-approved indirect cost rate agreement, or (2) the recipient determines it is eligible under the Part 200 Uniform Requirements to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(f), and advises OJP in writing of both its eligibility and its election.

The financial review of the budget for this award is pending. If the OJP Office of the Chief Financial Officer (OCFO) determines as part of its financial review that the recipient already has submitted the documentation concerning indirect costs described above, this condition will be released through a Grant Award Condition Modification (ACM) upon completion of the OCFO final budget review.

If the OJP OCFO instead determines as part of its financial review that the recipient has not yet submitted the required documentation concerning indirect costs, this condition will not be released until OJP (including its OCFO) receives and reviews a satisfactory submission.

Page: 20 of 22
City Council 24 – 38 8/20/2024
Page: 21 of 22
[]
Ihave read and understand the inrormation presented in this section of the Federal Award instrument. ward Acceptance
Declaration and Certification to the u.s. Department of Justice as to Acceptance By checking the declaration and certification box below, IDeclare to the u.s. Department of Justice (DOJ), under penalty of perjury, that I have authority to make this declaration and certification on behalf of the applicant.

B. Certify to DOJ, under penalty of perjury, on behalf of myself and the applicant, to the best of my knowledge and belief, that the following are true as of the date of this award acceptance: (1 ) I have conducted or there was conducted (including by applicant's legal counsel as appropriate and made available to me) a diligent review of all terms and conditions of, and all supporting materials submitted in connection with, this award, including any assurances and certifications (including anything submitted in connection therewith by a person on behalf of the applicant before, after, or at the time of the application submission and any materials that accompany this acceptance and certification); and (2) I have the legal authority to accept this award on behalf of the applicant.

C. Accept this award on behalf of the applicant.

D. Declare the following to DOJ, under penalty of perjury, on behalT or myselj and the applicant: (1 ) I understand that, in taking (or not taking) any action pursuant to this declaration and certification, DOJ will rely upon this declaration and certification as a material representation; and (2) I understand that any materially false, fictitious, or fraudulent information or statement in this declaration and certification (or concealment or omission of a material fact as to either) may be the subject of criminal prosecution (including under 18 u.s.c. §§ 1001 and/or 1621, and/or 34 u.s.c. §§ 10271-10273), and also may subject me and the applicant to civil penalties and administrative remedies under the False Claims Act (including under 31 u.s.c. §§ 3729-3730 and/or §§ 3801-3812) or otherwise. gency Approval
Title of Approving Official
'stant Attorney General
Name of Approving Official
Amy Solomon
Signed Date And Time
9/20/23 8:20 PM
uthorized Representative
Entity Acceptance
Title of Authorized Entity Official
Chief of Police
Signed Date And Time
City Council 24 – 39 8/20/2024