Agenda packet — Santa Ana City Council, December 17, 2024 (part 4 of 7)

EXHIBIT 1
City Council 23 – 67 12/17/2024
At any time, based on County's business needs and/or Contractor's performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section.

PROCEDURES:

Abbreviated Documentation Requirements
Compile and submit:

1. Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e. Benefit plan and calculation of benefit
f. Employer-employee contract for non-customary benefits (if applicable) g. Pre-approval documentation for equipment purchases equal to or greater than $5,000

2. The following is required with the first month's invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)

3. Summary of leveraged resources (if applicable)

4. Demand letters must contain the following certification (if required by Contract):
"By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)"

5. Grantee Performance Report (if required by Contract)

6. Supporting documentation shall be on single-sided sheets

7. Please redact employees' Social Security Number from payroll reports

8. Demand letter or invoice, along with supporting documentation shall be submitted to:

QC Community Resources Accounting
601 N. Ross St., 6
th Floor
Santa Ana, CA 92701
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:

9. Purchase orders, invoices, and receipts

10. Cashed checks

11. Check register

12. ConsultanUsub-contractor invoices (with description of services)

13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION:

Distribute this policy to all appropriate staff
INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at:

[email protected]

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EXHIBIT 1
City Council 23 – 68 12/17/2024
EXHIBIT 5
6Cc��{;�iiy Resources
Our Community. Our Commitment.

Reimbursement Policy Status Form
Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor's designation should change to Abbreviated, a new status form shall be approved. All related documentation requirements are in full force, until further notice.

Contractor: City of Santa Ana
Contract #: MA-012-25010265
Effective Date: Upon Execution
Documentation Status: □ Abbreviated � Comprehensive
************************************************************************************************************* Program Authorization by:

Print Name
Signed by: _________ _
Date:

Two signatures are required to implement the form.

Distribution:

Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-1)
Auditor Controller Authorization by:

Print Name
Signed by: _________ _
Date:

EXHIBIT 1
City Council 23 – 69 12/17/2024
County of Orange
Contract MA-012-25010267
For
Regional Workforce Consulting Services
Between
OC Community Resources
And
City of Santa Ana
MA-012-25010267
OC Community Resources Regional Worliforce Consulting Services

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EXHIBIT 2
City Council 23 – 70 12/17/2024

CONTRACT
MA-012-25010267

BETWEEN
County of Orange
AND
City of Santa Ana
FOR
Regional Workforce Consulting Services
CFDA# FAIN# PROGRAM/SERVICE TITLE

17.258 AA-35818-22-55-A-6 Regional Plan Implementation (RPI) 5.0

FUNDING AGENCY
Department of Labor
THIS Contract MA-012-25010267 for Regional Workforce Consulting Services ("Contract") is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California on behalf of OC Community Resources, Workforce & Economic Development Division ("County") and City of Santa Ana, D-U-N-S No. 083153247, a municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058, ("Subrecipient"), with County and Subrecipient sometimes referred to as "Party", or collectively referred to as "Parties".

ATTACHMENTS
THIS Contract is comprised of this document and the following Attachments and Exhibits, which are attached hereto and incorporated by reference into this Contract:

Attachment A -Scope of Services
Attachment B -Payment and Compensation
Attachment C-Federal Award Identification Number
Attachment D -Budget Schedule
Attachment E -Staffing Plan
Exhibit 1 -Drug Free Workplace Certification
Exhibit 2 -Debarment and Suspension Certificate
Exhibit 3 -Certification Regarding Lobbying
Exhibit 4-Disclosure Form to Report Lobbying
Exhibit 5 -OC Community Resources Contract Reimbursement Policy

RECITALS
WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," subsequently reauthorized on July 22, 2014 as the Workforce Innovation and Opportunity Act ("WIOA''), hereinafter referred to as County of Orange MA-012-25010267 Page2of52
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"the Act," to provide workforce innovation activities, through statewide and local workforce investment systems, that increase employment, retention and earnings of participants, and increase occupational skill attainment by participants, and, as a result, improve the quality of the workforce and enhance the productivity and competitiveness of the Nation; and
WHEREAS, County and Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a portion of the funds available pursuant to the Act ("grant funds") to Subrecipient, for the purpose of implementing the provisions of the Act; and
WHEREAS, Subrecipient and County are entering into this Contract for Regional Workforce Consulting Services under a firm fixed fee/cost reimbursement usage Contract; and, WHEREAS, County solicited Contract for Regional Workforce Consulting Services as set forth herein, and Subrecipient represented that it is qualified to provide Regional Workforce Training Services to the County as further set forth here; and,
WHEREAS, Subrecipient agrees to provide Regional Workforce Consulting Services to the County as further set forth in the Scope of Services, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and,
WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and
WHEREAS, Subrecipient agrees to meet the Staffing Plan requirements set forth in attached hereto as Attachment D; and
WHEREAS, Subrecipient received notification of the Federal Award Identification Number, attached hereto as Attachment E; and
WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Regional Workforce Consulting Services with the Subrecipient to carry out certain program services and activities within Fiscal Years 2023- 2024; and, NOW, THEREFORE, the Parties mutually agree as follows:

DEFINITIONS
"Administrator" means the Executive Director, of Orange County Community Investment Division ("CID"), as subdivision within the Orange County Community Services ("OCCS") department, or designee thereof.
"Agency" shall mean any County Agency requesting Services of Subrecipient. "Contract" shall mean the legal agreement executed between County and Subrecipient. Contract shall include all documents, terms, conditions, specifications, scope of work, and amendments. "Contract Administrator" means the designated Manager, a Deputy Purchasing Agent ("DPA") within the Contract Development and Management ("CDM") team, who shall administer the contractual County of Orange MA-012-25010267 Page3 o/52
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responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies.
"County" shall mean the County of Orange, a political subdivision of the State of California "County Data" shall mean all County and County-related records and information available to the Subrecipient as a result of award of Contract.
"County's Project Manager" means the designated Manager with the County Program Management team who shall administer and monitor the services within this Contract as is necessary or reasonable to comply with County policies.
"Department" shall mean any County Department requesting Services of Subrecipient. "Director" means the County Director of the Orange County Community Resources ("OCCR") department. "DPA" shall mean the Deputy Purchasing Agent assigned to this Contract. "May" shall mean something that is not mandatory but permissible. "Service or Services" shall mean Subrecipient's duties, tasks and responsibilities to fulfill the requirements of this Contract, which are more specifically identified in Scope of Services. "Shall" and "Must" shall mean a mandatory requirement. Failure to meet a mandatory requirement may result in termination for cause under this Contract.
"Should" shall mean something that is recommended but not mandatory. "Subcontractor" shall mean a third party not directly employed by the Subrecipient who may provide Services identified in this Contract.
"Subrecipient" shall mean the individual, partnership, or corporation who is providing commodities or services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this Contract.

ARTICLES

GENERAL TERMS AND CONDITIONS

1. Governing Law and Venue:

This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

2. Entire Contract:

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No County of Orange MA-012-25010267 Page4 o/52
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exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or designee.

3. Amendments:

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

4. Taxes:

Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Subrecipients shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Subrecipient.

5. Delivery:

Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed Scope of Services. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Subrecipient's expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.

6. Acceptance Payment:

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

7. Warranty:

Subrecipient expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

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8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney's fees.

9. Assignment:

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code.

11. Termination:

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause ("Termination for Cause", as defined below), or (2) after 30 days' written notice without cause. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further compensation, obligation, cost, expense or liability of any kind.

1. Termination for Cause: Termination for Cause shall mean the County's termination of the Contract in the event of:

A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; B. Inadequate program performance;
C. Failure to comply with reporting requirements;
D. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee, receiver or liquidator for all or a substantial part of County of Orange MA-012-25010267 Page 6of52
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Subrecipient's property, or institution of bankruptcy, reorganization, arrangement ofliquidation proceedings by or against Subrecipient;
F. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against Subrecipient's assets or income;
G. Bankruptcy proceedings of Subrecipient;
H. Finding of Subrecipient's debarment or suspension;
I. Material change in Subrecipient's organizational structure; J. Any breach of the Contract by Subrecipient; and
K. Any misrepresentation, or fraud on the part of the Subrecipient.

2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined.

3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or dissolution ofSubrecipient's entity, Subrecipient shall, immediately upon written demand, return to County all funds paid to Subrecipient by County, which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Subrecipient's entity.

Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as set forth in Article "Contingency of Funds" or under any other provision in the Contract.

12. Consent to Breach Not Waiver:

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

13. Independent Subrecipient:

Subrecipient shall be considered an independent Subrecipient and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Subrecipient shall qualify for workers' compensation or other fringe benefits of any kind through County.

14. Performance Warranty:

Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services County of Orange MA-012-25010267 Page 7of52
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furnished by Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors.

15. Changes:

Subrecipient shall make no changes in the work or perform any additional work without County's specific written approval.

16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient's business prior to completion of this Contract, and County agrees to an assignment of Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Subrecipient' s duties and obligations contained in this Contract and complete them to the satisfaction of County.

County reserves the right to immediately terminate Contract in the event County determines that the assignee is not qualified or is otherwise unacceptable to County for the provision of services under Contract.

In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient's status with respect to name changes that do not require an assignment of Contract. Subrecipient is also obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or a party to litigation that may reasonably affect Subrecipient's performance under Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from County any time there is a change in Subrecipient's name, conflict of interest or litigation status, Subrecipient must also provide an update to County of its status in these areas whenever requested by County.

Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Subrecipient, this obligation shall apply to Subrecipient's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Subrecipient's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

17. Force Maieure:

Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies.

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18. Confidentiality:

Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees.

19. Compliance with Laws:

Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations ( collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

20. Freight:

Prior to County's express acceptance of delivery of products. Subrecipient assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.

21. Severability:

If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

22. Attorney Fees:

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses.

23. Interpretation:

This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

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24. Employee Eligibility Verification:

Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Subrecipient or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

25. Audits/Inspections:

Subrecipient agrees to permit County's Auditor-Controller or the Auditor-Controller's authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection.

County reserves the right to audit and verify Subrecipient's records before final payment is made.

Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should Subrecipient cease to exist as a legal entity, Subrecipient's records pertaining to this Contract shall be forwarded to County's project manager.

26. Contingency of Funds:

Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

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27. Expenditure Limit:

Subrecipient shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued.

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INDEMNIFICATION AND INSURANCE PROVISIONS

1. Indemnification
Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Subrecipient of any insurance requirements of obligations created elsewhere in this Contract.

2. General Insurance Reguirements
Prior to the provision of services under this Contract, the Subrecipient agrees to carry all required insurance at Subrecipient's expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipientagrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.

Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIR)'s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County's Risk Manager, or designee. The County reserves the right to require current audited financial reports from Subrecipient. If Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or arising from Subrecipient's services in accordance with the indemnity provision stated in this contract.

If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

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If the insurance carrier does not have an A.M. Best Rating of A-NIii, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below.

Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

Subrecipient shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

3. Commercial General Liability
Minimum limits and coverage
$1,000,000 per occurrence; $2,000,000 aggregate
Required Coverage Forms
The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

Required Endorsements
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The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form at least as broad naming the County of Orange its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage, which will state As Required by Written Contract.

B. A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient's insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.

The Commercial General Liability policy shall contain a severability of interests clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy).

4. Automobile Liability including coverage for owned, non-owned and hired vehicles Minimum limits and coverage
$1,000,000 combined Single Limit
Required Coverage Forms
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

5. Workers Compensation
Minimum limits and coverage
Statutory
Required Endorsements
The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and employees or provide blanket coverage, which will state As Required by Written Contract.

6. Employers Liability Insurance
Minimum limits and coverage
$1,000,000 per accident or disease
County of Orange
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EXHIBIT 2
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ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Regional Workforce Consulting Services Items from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as "Attachment A".

2. Term of Contract:

This Contract shall commence upon execution of all necessary signatures and continue through March 31, 2025, unless otherwise terminated by County. This Contract may not be renewed.

3. Adjustments - Scope of Services:

No adjustments made to the Scope of Services will be authorized without prior written approval of County assigned Deputy Purchasing Agent.

4. Bills and Liens:

Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Subrecipient shall promptly procure its release and, in accordance with the requirements of Article "Indemnification" above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.

5. Breach of Contract:

The failure of Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

6. a. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein;
b. Afford Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c. Discontinue payment to the Contactor for and during the period in which Subrecipient is in breach; and
d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies disallowed pursuant to the above.

Civil Rights:

Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of either citizenship status or participation in any financially assisted program or activity; the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, which County of Orange MA-012-25010267 Pagel5 o/52
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prohibits discrimination on the bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as amended; which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 197 5 as amended; which prohibits discrimination on the basis of age; Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis ofrace, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. The Subrecipient also assures that, as a Subrecipient of financial assistance, it will comply with 29 CPR part 38 and all other regulations implementing the laws listed above. This assurance applies to the Subrecipient's operation of the financially assisted program or activity, and to all agreements the Subrecipient makes to carry out the financially assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance.

7. Conflict of Interest - Subrecipient's Personnel:

Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Subrecipient; Subrecipient's employees, agents, and subcontractors associated with accomplishing work and services hereunder. Subrecipient's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County.

8. Conflict of Interest - County Personnel:

County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose.

9. Subrecipient's Project Manager and Key Personnel:

Subrecipient shall appoint a Project Manager to direct Subrecipient's efforts in fulfilling Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County's Project Manager, which consent shall not be unreasonably withheld.

Subrecipient 's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County's Project Manager shall have the right to require the removal and replacement of Subrecipient' s Project Manager from providing services to County under this Contract. County's Project manager shall notify Subrecipient in writing of such action.

Subrecipient shall accomplish the removal within five (5) business days after written notice by County's Project Manager. County's Project Manager shall review and approve the appointment of the replacement for Subrecipient's Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under Contract.

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10. Subrecipient Personnel - Reference Checks:

Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Subrecipient' s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract.

11. Subrecipient's Expense:

The Subrecipient will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center.

12. Subrecipient's Records:

Subrecipient shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Subrecipient in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Purchasing Agent.

13. Conditions Mfecting Work:

Subrecipient shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract.

14. Data - Title To:

All materials, documents, data or information obtained from County data files or any County medium furnished to Subrecipient in the performance of this Contract will at all times remain the property of County.

Such data or information may not be used or copied for direct or indirect use by Subrecipient after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract.

15. Default - Re-Procurement Costs:

In case of Contract breach by Subrecipient, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Subrecipient will be responsible for paying County the difference between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due Subrecipient. The price paid by County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.

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16. Disputes - Contract:

The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient's Project Manager and the County's Project Manager, as specified in Article titled ''Notices" below, such matter shall be brought to the attention of the County DPA by way of the following process:

A. The Subrecipient shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless County, on its own initiative, has already rendered such a final decision.

B. The Subrecipient's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Subrecipient believes County is liable.

Pending the final resolution of any dispute arising under, related to, or involving this Contract, Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Subrecipient's failure to diligently proceed shall be considered a material breach of this Contract.

Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Subrecipient's demand, it shall be deemed a final decision adverse to Subrecipient's contentions. Nothing in this section shall be construed as affecting County's right to terminate Contract for cause or termination for convenience as stated in Article "Termination" herein.

17. Drug-Free Workplace:

Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will:

A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(l).

B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:

1. The dangers of drug abuse in the workplace;

2. The organization's policy of maintaining a drug-free workplace

3. Any available counseling, rehabilitation and employee assistance programs; and

4. Penalties that may be imposed upon employees for drug abuse violations.

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C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:

1. Will receive a copy of the company's drug-free policy statement; and

2. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.

1. Subrecipient has made false certification, or

2. Subrecipient violates the certification by failing to carry out the requirements as noted above.

18. EDD Independent Subrecipient Reporting Requirements:

Effective January 1, 2001, County of Orange is required to file in accordance with subdivision (a) of Section 6041 A of the Internal Revenue Code for services received from a "service provider" to whom County pays $600 or more or with whom County enters into a contract for $600 or more within a single calendar year.

The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations.

The term "service provider" is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state." The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as "an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California."
The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies.

Additional information on this reporting requirement can be found at the California Employment Development Department website located at http://www.edd.ca.gov/Employer Services.htrn

19. Emergency/Declared Disaster Requirements:

In the event of an emergency or if Orange County is declared a disaster area by County, state or federal government, Contract may be subjected to unusual usage. Subrecipient shall service County during such an emergency or declared disaster under the same terms and conditions that apply during nonemergency/disaster conditions. The pricing quoted by Subrecipient shall apply to serving County's needs regardless of the circumstances. If Subrecipient is unable to supply the goods/services under the terms of Contract, then Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from Subrecipient's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an County of Orange MA-012-25010267 Page 19of52
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emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Subrecipient shall show both the emergency purchase order number and Contract number.

20. Error and Omissions:

All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary, and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient's reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction.

21. Equal Employment Opportunity:

Subrecipient shall comply with U.S. Executive Order 11246 entitled, "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future.

Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.

Regarding handicapped persons, Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.

Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.

22. Headings:

The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and articles, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.

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23. News/Information Release:

Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County's Project Manager.

24. Notices:

Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned DP A, except through the course of the Parties' Project Managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four ( 4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid.

Subrecipient: City of Santa Ana
Attn: Deborah Sanchez
Address: 20 Civic Center Plaza, Santa Ana,
CA 92701-4058
Phone: 714-565-2621
Email: [email protected]
County's Project Manager: OC Community Resources I
Attn: Francis Barton
Address: 1300 South Grant Avenue,
Building B, Santa Ana, CA
92705
Phone: 714-480-6475
Email: [email protected]
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cc: OC Community Resources/Procurement Services
Attn:

Address:

Phone:

Email:

25. Precedence:

Chad Ward, County DPA
601 North Ross Street
Santa Ana, CA 92701
(949) 585-6420
[email protected]
Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.

26. Subcontracting:

No performance of this Contract or any portion thereof may be subcontracted by Subrecipient without the express written consent of County. Any attempt by Subrecipient to subcontract any performance of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

In the event that the Subrecipient is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Subrecipient and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Subrecipient for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange.

27. Termination -Orderly:

After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract.

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28. Usage:

No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested.

29. Usage Reports:

Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable.

30. Proiect Manager, County:

The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient .

The County's Project Manager shall have the right to require the removal and replacement of the Subrecipient's Project Manager and key personnel. The County's Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County's Project Manager. The County's Project Manager shall review and approve the appointment of the replacement for the Subrecipient's Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under the Contract.

31. Permits and Licenses:

Subrecipient shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by County in its governmental capacity shall affect or limit Subrecipient's obligations hereunder, nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations.

32. Inventory:

County has an ongoing requirement for the commodities indicated in this Contract. Subrecipient shall maintain a reasonable stock on hand of all commodities for delivery upon request.

33. Order Dates:

Orders may be placed during the term of Contract even if delivery may not be made until after the term of Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on all invoices to County.

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34. Ownership of Documents:

The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.

35. Satisfactory Work:

Services rendered hereunder are to be performed to the written satisfaction of County. County's staff will interpret all reports and determine the quality, acceptability and progress of the services rendered.

36. Access and Records:

A. Access. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient's activities, books, documents and papers (including computer records and emails) and to records of Subrecipient's Subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a Subcontractor that is approved pursuant to this Contract and shall require the Subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Administrator which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County's designee, in conducting any audit at the location where said records and books of account are maintained.

B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient's office or place of business for the duration of this Contract and thereafter for four ( 4) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the four ( 4) years until final resolution or disposition of such appeals, litigation, claims, or exceptions.

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C. Liability. Subrecipient shall pay to County the full amount of County's liability to the State or Federal government or any department thereofresulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient's failure to perform under this Contract.

37. Signature in Counterparts:

The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties.

38. Licenses:

At its own expense, Subrecipient and its Subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity. Subrecipient and his/her/its Subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity

39. Reports/Meetings:

The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in Attachment A. The County's Project Manager and the Subrecipient's Project Manager will meet on reasonable notice to discuss the Subrecipient's performance and progress under this contract. If requested, the Subrecipient' s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract.

40. Gratuities:

The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.

41. County Branding Requirements:

Publicity, Literature, Advertisement and Social Media
A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County's name, logos, or symbols for any purpose, including commercial advertisement, County of Orange MA-012-25010267 Page25 o/52
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promotional purposes, announcements, displays, or press releases, without County's prior written consent is expressly prohibited.

B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied:

1. Subrecipient's Project Manager must provide its written approval of the content and publication of the information at least 5 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Project Manager;

2. Unless directed otherwise by the County's Project Manager, the information will include a statement that the program, wholly or in part, is funded through County, State and Federal government funds from the WIOA Program;The information does not give the appearance that the County, its officers, employees, or agencies endorse:
a. any commercial product or service; and,
b. any product or service provided by Subrecipient, unless approved in writing by the Subrecipient's Project Manager; and,
If Subrecipient uses social media ( such as Face book, Twitter, Y ouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available to the County's Project Manager. Subrecipient shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/goypolicies.

42. Maximum Obligation:

The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $30,000, with individual Maximum Obligation budgets for each Fiscal Year as further detailed in the "Budget Schedule" Attachment.

43. Service Contract- Follow-On Work:

No person, firm, subsidiary or Subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract.

44. Subrecipient Bankruptcy/Insolvency:

If the Subrecipient should be adjudged bankrupt or should have a general assignment for the benefit of its creditors or if a receiver should be appointed on account of the Subrecipient's insolvency, the County may terminate this Contract.

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1. Debarment

OCWEDD TERMS AND CONDITIONS
Subrecipient shall execute and abide by the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98.

2. Lobbying Certification
A. Subrecipient shall execute and abide by the terms of the "Certification Regarding Lobbying," which is incorporated herein by this reference. Subrecipient shall complete and immediately forward to the County's Project Manager the Disclosure of Lobbying Activities, a copy of which is attached hereto and incorporated herein by this reference, if Subrecipient, or any person, firm or corporation acting on Subrecipient's behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract.

B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.

C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93).

3. Fraud
Subrecipient shall immediately report to the County's Project Manager, in writing, all suspected, alleged, or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient or its Subcontractor(s) under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County's Anti-Fraud Program can be accessed https://www.ocgov.com/how-do-i/report/fraud-waste-abuse.

Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County.

4. Fiscal Appropriations
This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County.

5. Fiscal Accountability
A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient's system shall provide fiscal control and accounting procedures that will include the following:

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1. Information pertaining to sub-grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income;

2. Effective internal controls to safeguard assets and assure their proper use;

3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract;

4. Source documentation to support accounting records; and

5. Proper charging of costs and cost allocation.

B. Subrecipient's Records. Subrecipient's records shall be sufficient to:

1. Permit preparation of required reports;

2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds;

3. Permit the tracking of program income earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for funding limitation; and

4. Permit tracking and reporting of leveraging as required by SB734.

C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following:
a. TheWIOA;
b. 20 CPR Part 683;
c. State implementing legislation; and
d. Requirements of Other Funding Sources

6. Indirect Costs
The County of Orange reserves the right to cap administrative cost at 10%.

7. Dissolution of Entity
Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.

8. Performance Standards
Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements described in Sections 116 (Performance Accountability System) and 194 (General Program Requirements) ofWIOA and applicable regulations contained in the "Performance Standards" Attachment of this Contract. Should the Performance Requirements defined in the Contract between the State of California and the County of Orange be changed, County shall have the right to unilaterally modify this Contract to meet such requirements.

9. Payments
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before March 31, and that any and all funds remaining as of March 31 annually, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) County of Orange MA-012-25010267 Page28of52
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days of the expiration or earlier termination of the Contract in accordance with the Termination paragraph of this Contract. No expense of Subrecipient will be reimbursed by County if incurred after March 31 of each fiscal year.

Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule:

A. Monthly Payments: Beginning the first of the month following the contract effective date, upon receipt and approval by OC Community Resources - OC Community Services of Subrecipient's invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Subrecipient's invoice so long as the total payments under this Contract do not exceed the Contract Maximum Obligation.

B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient.

C. Invoices: Subrecipient shall provide monthly invoices by the 10th day following the month being reported. If the 10th falls on a weekend or holiday, the invoice/data report is due the next business day. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract and in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by this reference.

Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by the County. All costs included on invoices must be eligible for reimbursement and allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in the Compliance with Law - Contract Paragraph of this Contract.

If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month's reports or invoices have not been received. Refer to "Payment and Compensation" Attachment of this Contract for additional information.

10. Bude;et Schedule
Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the "Budget Schedule" Attachment, which by this reference is incorporated herein and made a part hereof as if fully set forth. Subrecipient shall ensure all costs incurred under the Contract, and its performance hereunder, shall comply with WIOA and all applicable laws, regulations, and requirements set forth in Compliance with Law - Contract paragraph of this Contract.

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11. Modification of Budget Schedule
Upon written approval from the Administrator the Contract Administrator shall have the authority to transfer allocated program funds from one category of the overall program Budget Schedule to any other category of the overall Budget Schedule pursuant to a written request submitted by Subrecipient. No such transfer may be made without the express prior written approval of County. Subrecipients will be limited to three (3) adjustments per year. Each modification shall be submitted to the County's Project Manager using the Budget Modification forms provided by the Contract Administrator, no later than ten (10) days after the end of the first three quarters of the fiscal year as necessary. The County has the right but not the obligation to make changes to the Budget Schedule at any time. County initiated adjustments will not count towards the three allowed modifications each year.

12. Annual Audit
Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for funds received from County, in accordance with Audit Requirements detailed in the Scope of Services.

13. Non-Discrimination and Compliance Provisions
A. State laws.
i. Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. ii. Subrecipient's signature affixed hereon shall constitute a certification, under penalty of perjury under the laws of the State of California, that Subrecipient has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103.
iii. Subrecipient shall include the nondiscrimination and compliance provisions of this NonDiscrimination and Compliance Provisions paragraph "A" in all sub-contracts to perform work under this Contract.

B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of the Act and the Regulation, no person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. Subrecipient hereby gives assurance that it will immediately take any measures necessary to effectuate this Contract.

C. Title VII of Civil Rights Act. Subrecipient shall comply with Title VII of the Civil Rights Act of 1964 County of Orange MA-012-25010267 Page30of52
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( 42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law No. 92 261 ), and with all applicable rules, regulations and orders promulgated pursuant thereto, as now in existence or as hereafter amended.

D. Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84.

E. Addition and future laws. Other current and future federal and state laws prohibiting discrimination on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation.

F. Failure to comply. If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this Non-Discrimination and Compliance Provisions paragraph, Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination paragraph.

14. Publication
No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, or other media of any kind, are to be administered only by the County unless otherwise agreed to by both Parties. Nothing herein shall limit Subrecipient's ability to comply with the CPRA, etc., in compliance with the requirements set forth in Confidentiality paragraph of this Contract.

15. Drug Free Workplace
Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will:

B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The organization's policy of maintaining a drug-free workplace; iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations.

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C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:
i. Will receive a copy of the company's drug-free policy statement; and ii. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.

D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred:
i. Subrecipient has made false certification, or
ii. Subrecipient violates the certification by failing to carry out the requirements as noted above.

Subrecipient shall execute and abide by the Certification for a Drug-Free Workplace attached hereto and incorporated herein by this reference.

16. D-U-N-S Number and Related Information
D-U-N-S Number is a unique, 9-digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov.

The D-U-N-S Number must be provided to County at the County's request and prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is "active," with no active exclusions prior to execution of this Contract. If County cannot access the Subrecipient's D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the Subrecipient's data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required.

The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.

17. Program Income
County's Maximum Obligation herein shall be reduced by the amount of any program income earned by Subrecipient, from sources other than County, as a result of this Contract or the services provided by Subrecipient pursuant to this Contract.

It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a result of this Contract.

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It is mutually understood that the State or Federal agency responsible for providing the funding for this Contract may designate certain revenue of Subrecipient as Program Income. To be designated as Program Income and therefore, as other than a cost off-set. Subrecipient shall do all of the following:

A. Submit a plan to the County for use of any and all proposed Program Income; and B. Set-up and maintain a separate bank account for any proposed Program Income and account for any and all such income received.

C. Report to County any and all Program Income received no later than thirty (30) days from the date of receipt; record the amount received on Internal financial records; and indicate the amount received on the monthly claim submitted to County.

County shall then forward the plan for the requested use of the proposed Program Income to the appropriate State and/or Federal agencies for approval.

Subrecipient shall not spend any of the proposed Program Income unless or until such time as County obtains authorization for the use of the Program Income from the responsible State and/or Federal agency and provides Subrecipient with prior written approval for the use of the funds.

County may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions.

18. Modification of Program Components and Service Levels The Parties hereto agree that those program components and service levels detailed in various Attachments of this Contract (i.e. Scope of Service, etc.) may be modified upon mutual written agreement of the Administrator and Subrecipient so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in the various Attachments then the County shall have the right to unilaterally modify this Contract to meet such requirements.

A. County may at any time, unilaterally, by written notification to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional related provisions. Changes may be made when necessitated by changes in the Regional Workforce Consulting Services operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The Subrecipient shall review the County's written notification, resolve any questions regarding the change, and indicate its understanding of the additional expectation within three (3) business days after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later than ten (10) business days after receiving County's notification unless otherwise directed by the County.

Such changes will be memorialized into the Contract through a Contract amendment, as soon as practicable, but shall be effective upon the County's issuance of the notification.

B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to County of Orange MA-012-25010267 Page33 of52
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the scope, which affect the price of services under the Contract. Subrecipient's protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract.

C. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to the County's Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County's Project Manager will review the request and respond in writing within ten (10) business days. The County's Project Manager's decision whether to approve the request or request Board of Supervisors' approval shall be final. The Contract Administrator may approve a request that meets all of the following criteria:
i. It does not materially change the terms of this Contract, and ii. It is supported by adequate consideration to County.

Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above.

19. Intellectual Property
A. Federal Funding:

In any Contract funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so.

B. Ownership:
i. Except where County has agreed in a signed writing to accept a license, County shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract.
ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by County, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter County of Orange MA-012-25010267 Page34of52
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come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other State, country or jurisdiction. a. For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Contract. In addition, under this Contract, Subrecipient may access and utilize certain of County's Intellectual Property in existence prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall not use any of County's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of County. Except as otherwise set forth herein, neither the Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this Contract, Subrecipient accesses any third-party Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to County in the third-party's license Contract. iv. Subrecipient agrees to cooperate with County in establishing or maintaining County's exclusive rights in the Intellectual Property, and in assuring County's sole rights against third parties with respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts with other parties in order to perform this Contract, Subrecipient shall require the terms of the Contract(s) to include all Intellectual Property Paragraph provisions of this Contract (A) through (I). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to County all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Subrecipient or County and which result directly or indirectly from this Contract or any subcontract.
v. Pursuant to (B)(iv) of the Intellectual Property Paragraph of this Contract, the requirement for the Subrecipient to include all Intellectual Property Paragraph provisions (A) through (I) of the Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties does not apply to contracts or subcontracts that are for customized and on-the-job training as authorized under 20 CFR 680.700-840.
vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce County's Intellectual Property rights and interests.

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C. Retained Rights/License Rights:
i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set forth herein.
ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Contract, provided that Subrecipient's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of County or third party, or result in a breach or default of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of any provisions of law relating to confidentiality.

D. Copyright:
i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership, Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in connection with Subrecipient's performance of this Contract shall be deemed "works made for hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Contract will be a "work made for hire," whether that person is an employee of Subrecipient or that person has entered into a contract with Subrecipient to perform the work. Subrecipient shall enter into a written Contract with any such person that (i) all work performed for Subrecipient shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to County to any work product made, conceived, derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract.
ii. All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County.

E. Patent Rights:

With respect to inventions made by Subrecipient in the performance of this Contract, which did not result from research and development specifically included in the Contract's Scope of Services, Subrecipient hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Contract's Scope of Services, then County of Orange MA-012-25010267 Page36of52
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Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect thereto.

F. Third Party Intellectual Property:

Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County's prior written approval; and (ii) granting to or obtaining for County's, without additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual Property should be included in or is required for Subrecipient's performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County.

G. Warranties:
i. Subrecipient represents and warrants that:
a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract.
b. Neither Subrecipient's performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient.
c. Neither Subrecipient' s performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity. d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown.
e. Subrecipient has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to County in this Contract.

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f. Subrecipient has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient's performance of this Contract.
ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY

RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT,

TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.

H. Intellectual Property Indemnity:
i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees, elected and appointed officials, officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities ( or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to:
a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to Intellectual Property; or, b. Any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of County's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Contract. County reserves the right to participate in and/or control, at Subrecipient's expense, any such infringement action brought against County. ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract become the subject of an Intellectual Property infringement claim Subrecipient will exercise its authority reasonably and in good faith to preserve County's right to use the licensed Intellectual Property in accordance with this Contract at no expense to County. County shall have the right to monitor and appear through its own counsel (at Subrecipient's expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual County of Orange MA-012-25010267 Page38of52
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Property. If such remedies are not reasonably available, County may be entitled to a refund of all monies paid under this Contract, without restriction or limitation of any other rights and remedies available at law or in equity.
iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach of any term of these Intellectual Property Paragraph provisions (A) through (I) by Subrecipient.

Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and agrees County shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

I. Survival:

The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract schedule.

20. Complaint Resolution Process and Grievance Procedures for Participants Subrecipient shall comply with grievance procedures, as defined by the program's funding stream.

Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program's procedures for handling complaints which is available from the County's Project Manager for alleging a violation ofregulations, grants or other agreements.

Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient.

Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s).

21. Sectarian Activities
Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination.

22. Standards of Conduct
A. General Assurance. Every reasonable course of action will be taken by Subrecipient in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct.

This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Subrecipient, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain.

B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees County of Orange MA-012-25010267 Page39of52
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who were formerly employed by the State of California or County, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment.

C. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs provided by, or employment with Subrecipient.

D. Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient, a permanent record of the transaction will be retained.

E. Avoidance of Conflict of Economic Interest. No executive or employee of Subrecipient, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Subrecipient or County.

23. Literature/Publicity
Any literature distributed by Subrecipient for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities."

24. Participants
A. Eligibility- Only participants who have been determined to meet all federal eligibility requirements to receive WIOA Title I Career Services and training hereunder shall be enrolled by Subrecipient in any occupational training. Determinations that participants meet federal eligibility requirements shall be made by the Orange County Workforce Solutions Center funded by County, and, when applicable, by City of Santa Ana Regional Workforce Services.

B. Benefits- Benefits shall be provided to participants in accordance with the standards and requirements set forth in the Act, including Section 181.

C. Rights and Privileges- All participants enrolled in courses pursuant to the Contract shall be entitled to all the rights and privileges to which other Subrecipient students are entitled, including, but not limited to, County of Orange MA-012-25010267 Page40of52
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special instruction, use of facilities on Subrecipient's premises such as the libraries and learning centers, counseling, student body activities, and veterans' benefits. Subrecipient's representatives will provide academic counseling for participants and inform them of Subrecipient's services available to them.

D. Labor standards- Subrecipient shall adhere to the Labor standards described in the Act, including Section 181 of the Act, and all other applicable codes and regulations.

25. Pell Grants/BEA Title IV
If Subrecipient provides any services under this Contract to applicants for or recipients of Pell Grants or awards pursuant to Title IV of the Higher Education Act, Subrecipient shall cooperate with County's Project Manager in coordinating these grants and awards with WIOA funding in accordance with 20 C.F .R. 663 .320 and section 134 (d) of the Act.

26. Policies and Procedures
Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County's WIOA Policies and Procedures for recruitment, intake, assessment and referral, copies of which are available from County's Project Manager.

27. Sweat-free Code of Conduct
All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.

The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient's records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient's compliance with the requirements under this paragraph.

28. S.W.A.G
The Subrecipient and its SubcontractorNendors shall comply with Governor's Executive Order 2-18- 2011, which bans expenditures on promotional and marketing items colloquially known as "S.W.A.G." or "Stuff We All Get."
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29. Corporate Status
All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Subrecipient shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County's Project Manager. If Subrecipient fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause.

Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Subrecipient within the immediately preceding two-year period because of Subrecipient's failure to comply with an order of a federal court which orders the Subrecipient to comply with an order of the National Labor Relations Board.

30. Equipment
All computer-related and electronic equipment purchased with funds provided under this Contract or which are furnished to Subrecipient by County shall be considered "Equipment." This includes, but is not limited to laptops, desktop computers, iPads, cell phones, PDAs, cameras, and DVD players. Title to all items of Equipment purchased vests and will remain in County, and as such shall be designated by County's Project Manager. The use of such items of Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Subrecipient shall immediately return any items of Equipment to County or its representatives or dispose of them in accordance with the directions of County's Project Manager.

Subrecipient further agrees to the following:

A. To maintain all items of Equipment in good working order and condition, except for normal wear and tear.

B. To label all items of Equipment, do periodic inventories as required by County's Project Manager and to maintain an inventory list showing where and how the Equipment is being used, in accordance with procedures developed by County's Project Manager. All such lists shall be submitted to County's Project Manager within ten (10) days of the request, therefore Inventory lists must be maintained for four (4) years after final disposition of property.

C. To report in writing to County's Project Manager immediately after discovery, the loss or theft of any items of Equipment. For stolen items, the local law enforcement agency must be contacted, and a copy of the police report submitted to County's Project Manager.

D. To purchase a policy or policies of insurance covering loss or damage to any and all Equipment purchased under this Contract, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief and special extended County of Orange MA-012-25010267 Page42of52
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perils (all risks) covering the Parties' interests as they appear.

E. The purchase of any Equipment by Subrecipient shall be requested by Subrecipient in writing, shall require the prior written approval of the Administrator and shall fulfill the provisions of this Contract which are appropriate and directly related to Subrecipient's service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Equipment purchased, which are incurred by Subrecipient, if prior written approval has not been obtained from County's Project Manager.

31. Compliance with Law - Contract:

In its performance under this Contract, Subrecipient shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract:

A. WIOA and all applicable Federal statues, regulations, policies, procedures and directives, including but not limited to, 20 CFR Parts 676 through 678 and Parts 675,679 through 687. i. All applicable standards and orders and requirements issued under Section 306 of the Clean Air Act https:/ /www .gpo.gov/fdsys/pkg/USCODE-2013-title42/html/USCODE-2013-title42-chap85- subchapIII-sec7606.htm, Section 508 of the Clean Water Act and Environmental Protection Agency regulations https://www.epa.gov/enforcement/clean-water-act-cwa-and-federal-facilities ii. All mandatory standards and policies relating to energy efficiency as particularized in the State Energy Conservation Plan (Title 20, California Code of Regulations), as required by the U.S.

Energy Policy and Conservation Act (P.L. 94-163) as each may now exist or be thereafter amended; https:/ /www.ecfr.gov/current/title-l 0/part-420 iii. Davis-Bacon Act https://www.law.comell.edu/cfr/text/29/part-5 "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction" iv. Copeland "Anti-Kickback" Act https://www.dol.gov/agencies/whd/govemrnentcontracts/ cope land-anti-kickback v. Byrd Anti-Lobbying Amendment https://www.law.comell.edu/cfr/text/29/part-93 vi. Compliance with Section 6002 of the Solid Waste Disposal Act https://www.ecfr.gov/current/title-45/section-75.331
vii. Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 https://www.presidency.ucsb.edu/documents/executive-order-11246-equalemployment-opportunity and supplemented by the requirements of 41 CFR Part 60. https://www.law.comell.edu/cfr/text/41 /chapter-60
viii. Compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act http:! /law. j ustia. com/ codes/us/ 1997 /title40/ chap5/ subchapii/ sec3 28 B. All applicable State statues, regulations, policies, procedures and directives; C. All applicable County policies, procedures and directives; D. All applicable local ordinances and requirements, including use permits and licensing; County of Orange MA-012-25010267 Page43 o/52
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E. Court orders applicable to Subrecipient's operations; F. All federal and state guidance and training and employment guidance letters; and G. The terms and conditions of this Contract, including Attachments and Exhibits.

Nothing in this Compliance with Law- Contract Paragraph shall limit Subrecipients obligations or County's rights or Subrecipient's obligations under Compliance with Laws Paragraph or under any other provision in the Contract.

32. Other Requirements - Program Confidentiality
A. Without prejudice to or limitation of any other Section/Paragraph of this Contract, Subrecipient shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Subrecipient shall submit to County, the State of California and/or the United States government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Subrecipient, costs incurred and services rendered hereunder.

B. Subrecipient shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Subrecipient by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Subrecipient, and as to the latter, only during such audit. Subrecipient shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law.

C. The State of California Information Practices Act of 1977 sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. The disclosure of information from student records is governed by the Federal Family Educational Rights and Privacy Act (FERPA) and in part by the State of California Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student's right to privacy. The Federal Family Educational Rights and Privacy Act (FERPA) is a U.S. federal law that protects the privacy of student records. Generally, this law states schools must have written permission from the student in order to release any information from a student's education record.

The Subrecipient shall be guided by the following principles: ( 1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERP A and (2) the information in the student's file should be disclosed to the student upon request. Therefore, Subrecipient shall procure the written consent from students enrolled through the County allowing Subrecipient to disclose to the participants' employer, County of Orange, State of California, or U.S.

Department of Labor student information such as grades, academic disputes and other matters related to a student's status as a student. Such consent shall be obtained materially in the form, titled Family Educational Rights and Privacy Act (FERP A) Authorization to Release Information to a Designated Third County of Orange MA-012-25010267 Page44 of52
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Party.

D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract.

33. Contingent Fees
The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or selling agencies maintained by the Subrecipient for the purpose of securing business.

For breach or violation of this warranty, the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Subrecipient.

34. Transitional Requirements
One-hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies) designated by the County, upon the termination or expiration of the Contract for any reason ("Termination Transition Plan"). Subrecipient's Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third-party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s) and shall include at least the following elements:
a. Meets County timeline requirements;
b. Details specific transition activities to be accomplished; c. Assigns responsibility for owning the execution of each transition activity; d. Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f. Is documented and available to all entities associated with providing services under the Contract; g. Ensures appropriate subject matter experts are assigned to plan development; and h. Identifies termination risks associated with transitioning the services.

The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner.

The Parties acknowledge and agree that County's operations are dependent on the services provided under this Contract and County's inability to receive such services may result in irreparable damages to County.

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The provisions of this clause shall survive the expiration or termination of this Contract.

35. Set-Off
In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions ofthis Contract; (B) any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, or applicable California or federal authority, to be disallowed or ineligible under WIOA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law - Contract Paragraph ofthis Contract, and (ii) have not been reimbursed to the County after sixty-days' notice that such cost is disallowed or ineligible under WIOA. Within forty-five (45) calendar days after any such setoffby County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore.

36. No Termination or Suspension of Services (Continued Performance) Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties or Subrecipient alleges the County's breach of contract, and regardless of whether the Parties require at any time the use of any dispute resolution procedures in the Disputes - Contract Paragraph or otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor for any reason shall Subrecipient, during the term of the Contract, suspend or otherwise interrupt the provision of services to the County or under this Contract, interrupt any obligations of or related to a Termination Transition Plan, disable any assets used to provide services, or perform any other action that prevents, impedes, or reduces in any way the provision of services or the County's ability to conduct its activities, unless: (A) authority to do so is granted by the County's Contract Administrator ( or his or her designee) in writing or conferred by a court of competent jurisdiction; or, (B) the term of this Contract has expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed all services required to complete the Termination Transition Plan to the satisfaction of the County, and the Contract Administrator has provided written notice thereof.

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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date following their respective signatures.

CITY OF SANTA ANA,*
Signature Name Title Date
ATTEST:

Signature Name Title Date
11/20/2024
Andrea Garcia-Miller, Assistant City Attorney
Signature Name

RECOMMENDED
��
FOR APPROVAL:

Ad,,�{uJL.

Signature Name
Title Date
Title Date
COUNTY OF ORANGE, A political subdivision of the State of California COUNTY AUTHORIZED SIGNATURE:

Signature Name
Deputy
Agent
Title
Purchasing
Date
* If the contracting party is a corporation, (2) two signatures are required: one (I) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signahu-e of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For Cotmty purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signee to bind the corporation.

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ATTACHMENT A - SCOPE OF SERVICES

1. Scope of Services
I.PURPOSE
The purpose of this Contract is to provide Regional Workforce Consulting Services that support federally funded services offered through the Workforce Innovation and Opportunity Act (WIOA) and by the Orange County Workforce Development Board (OCWDB) and its Subrecipients for Workforce Services and Initiatives in the Orange County Region. Subrecipient shall provide Workforce Services and Initiatives as a partner in the Orange Workforce Alliance, formerly known as the Orange Regional Planning Unit.

II. SERVICES
Regional Planning and Implementation - Collaborate with the OCWDB in establishing and facilitating regional goals and objectives; developing regional strategies, policies, and programs as part of regional planning and infrastructure development; focus on targeted populations, communities, and/or WIOA activities as a key partner in the state identified Regional Planning Unit. a. Monitoring and Evaluation Services will also be available if needed.

III. DELIVERABLES
a. Subrecipient will be called upon to provide at a minimum but not limited to the following services on an as-needed basis:
a. Regional Plan Implementation 5.0
i. Collaborate with OCWDB in developing establishing and facilitating a post-COVID19 Economic Development Strategy that supports regional goals and objectives; developing regional strategies, policies, and programs as part of regional planning and infrastructure development.
ii. Collaborate with OCWDB to address the identified needs, service gaps, existing resources, and potential partnerships in the region.
iii. Assist OCWDB and Regional Organizer (RO) with building community partnerships in the 4 identified industry sectors; targeting special resources to support postCOVID-19 recovery strategies focusing on race, equity, and high road economy. iv. Promote regional collaboration and support of the regional plan implementation activities.
v. Attend regional workforce development board partner meetings and training. vi. Assist in the development and implementation of capacity building, training, and development opportunities for staff and partners.

1. Invoices are due on the 20th of each month for the previous month's expenditures in accordance with the "OC Community Resources Contract Reimbursement Policy" Exhibit of County of Orange MA-012-25010267 Page48of52
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this Contract. Subrecipient has a 30- day grace period after the 20th of the month to submit the invoice, with the following exceptions: (1) the final close-out invoice must be submitted by the 15th of the month following the month being reported and (2) the invoices for May and June business must be submitted by the 15th of June and 15th of July, respectively.

2. Due dates of project and program development activities will be project-specific and will be determined at the time of the project assignment.

Subrecipient will be provided access to the Project Manager who will assist with the scheduling and information needed to complete the required deliverables for said services and projects pertaining to the Orange Workforce Alliance.

ATTACHMENT B - PAYMENT AND COMPENSATION

1. Compensation:

This is a firm fixed fee Contract between County and Subrecipient for Regional Workforce Consulting Services as set forth in the "Scope of Services" Attachment.

Subrecipient agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Subrecipient of all its duties and obligations hereunder. Subrecipient shall only be compensated as set forth herein for work performed in accordance with the Scope of Services. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles "Changes" and "Amendments" of County Contract Terms and Conditions, which may require approval by the County Board of Supervisors.

2. Fees and Charges:

County will pay the fees and charges in accordance with the provisions of this Contract. Payment shall be as follows:
ine Item
1 escription
City of Santa Ana - Regional Workforce Consultin
Services
easurement
TOTAL NOT TO EXCEED AMOUNT OF: $30,000.00

3. Price Increase/Decreases:
o nit Cost
$30,000.00
No price increases will be considered during the first year/term of the Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required for consideration of such adjustment. No retroactive price adjustments County of Orange MA-012-25010267 Page49of52
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will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Subrecipient's profit will not be allowed.

4. Firm Discount and Pricing Structure:

Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract.

5. Subrecipient's Expense:

Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract.

6. Payment Terms - Payment in Arrears:

Invoices are to be submitted in arrears to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Subrecipient.

Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in Article "Compliance with Law- Contract" of this Contract.

No payments will be made if any preceding months' data, reports, or invoices are outstanding, unless otherwise approved by the Administrator.

No payments will be made for costs incurred by Subrecipient which are not "allowable costs" applicable to Subrecipient under 2 CFR Part 200.

Whenever Subrecipient is not in compliance with any provision of this Contract, County's Project Manager, may withhold payment or a portion thereof until such time Subrecipient comes into compliance.

County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify Subrecipient, in writing, of those portion( s) of such invoice that are denied, together with the reasons stated therefore (i.e. disallowed cost, lack of documentation, etc.).

County's Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later disallowed costs; or for any expenditure determined by County's Project Manager, not to be in compliance with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such activities; or for which there is inadequate supporting documentation presented; or for which prior approval was required but was either not requested or not granted. Payment to Subrecipient may be refused until County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs.

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Total Monthly Costs may exceed one-twelfth of the Maximum Obligation of County. Upon receipt of sufficient written justification from the Subrecipient, as determined in the sole discretion of the County's Project Manager, or designee, the Project Manager, has the discretion, in any given month, to pay over the monthly one-twelfth of the Maximum Obligation.

Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services.

7. Taxpayer ID Number:

Subrecipient shall include its taxpayer ID number on all invoices submitted to County for payment to ensure compliance with IRS requirements and to expedite payment processing.

8. Payment - Invoicing Instructions:

Subrecipient will provide an invoice on Subrecipient's letterhead for goods delivered and/or services rendered. In the case of goods, Subrecipient will leave an invoice with each delivery. Each invoice will have a number and will include the following information:

A. Subrecipient's name and address
B. Subrecipient's remittance address, if different from "a" above C. Subrecipient's Taxpayer ID Number
D. Name of County Agency/Department
E. Delivery/service address
F. Contract MA-012-25010267
G. Requisition 1695378
H. Agency/Department's Account Number
I. Date of invoice
J. Product/service description, quantity, and prices
K. Sales tax, if applicable
L. Freight/delivery charges, if applicable
M. Total
Program lnvoice(s) must be emailed to the following address:

Email: [email protected]

9. Payment (Electronic Funds Transfer (EFT):

County of Orange offers Subrecipients the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also County of Orange MA-012-25010267 Page 51 o/52
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receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form, please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax or email to the address or phone listed on the form.

10. Close-Out Deadlines
The close-out invoice is due on April 15, 2025, without exceptions. In cases ofreturned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of notification from County. Request for budget modifications and/or invoice revisions from the Subrecipient will be restricted to a minimum for June or final program month invoices and will only be allowed at the County's discretion. Subrecipient must submit the final program month invoice estimates by February 31, 2025. Estimates must be projected based on anticipated actual expenditure. Invoices submitted or received after the close-out period will not be reimbursed.

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ATTACHMENT C

FEDERAL A WARD IDENTIFICATION INFORMATION
The General Program Requirements were designed to provide the framework where the Contractor will provide Regional Workforce Consulting Services identified in this attachment.

I. GOVERNANCE
Contractor agrees to comply, remain informed, and deliver services consistent with the provisions of the Workforce Innovation and Opportunity Act (WIOA), County of Orange, Orange County Workforce Development Board (OCWDB) Policies, and Orange County Regional and Unified Local Plan 2021-2024.

Where local policy has not been set, Contractor agrees to adhere to state and/or federal policy, as appropriate.

II. GOVERNANCE REFERENCES
A. Workforce Investment Act/Workforce Innovation and Opportunity Act - Department of Labor, Employment and Training Administration, 20 CFR Part 652 et al. Workforce Investment Act; Final Rules/WIOA 20CFR Part 676, 677 and 678.

B. Department of Labor, Employment and Training Administration, 20 CFR Part 652 et al.

Workforce Investment Act; Final Rules/WIOA 20CFR Part 676, 677 and 678.

C. Additional state and federal agencies that provide funding to the County of Orange/ OC Community Resources/QC Community Services/Workforce & Economic Development Division that may be incorporated herein.

D. Information Bulletins, Directives and any other federal and state guidance documents pertaining to the WIOA.

E. All Actions, directives, and policy and procedures issued by OC Community Resources/ OC Community Services/Workforce & Economic Development Division/Orange County Workforce Development Board (OCWDB) or staff relevant to this CONTRACT, specifically Management Information System (MIS) Policies and Procedures, Monitoring Guide Policy and Procedure, Audit Requirements Policy and Procedure and Selective Service Policy and Procedure.

F. County of Orange policies, as applicable.

III. CONTRACTOR/SUBRECIPIENT DETERMINATION
In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this Contract, City of Santa Ana is determined to be a Contractor.

EXHIBIT 2
City Council 23 – 122 12/17/2024
IV. FEDERAL AW ARD IDENTIFICATION

FAIN INFORMATION
A. Contractor Name: City of Santa Ana/Santa Ana Workforce Development Board B. Contractor's Unique Entity KZE9G2M4GRX9 Identification (SAM):

C. Federal Award Identification See Table F Number (FAIN):

D. Federal Award Date: See Table F
E. Subaward Period of Performance: Upon Execution - 03/31/2025 F. Total Amount of Federal Funds $30,000.00 Obligated by the Action:

CFDA FAIN Award Date Funds Amount
Regional Plan
TBD TBD 01/1/2023- 03/31/2025 Implementation $30,000

5.0 (RPD Grant
TOTAL: $30,000
G. Total Amount of Federal Funds $30,000 Obligated to the Contractor:

H. Total Amount of the Federal $131,250.00 Award:

I. Federal Award Project Regional Plan Implementation 5.0 (RPI) Grant Description:

J. Federal Awarding Agency: California Workforce Development Board K. Name ofPTE: Employment Development Department and County of Orange L. Contact Information for the Renee Ramirez, Director of Orange County Community Awarding Official: Services
Phone Number: (714) 480-6483
E-mail Address: [email protected]
M. CFDA Number and Name: See Table F
N. Whether Award is R&D: No

0. Indirect Cost Rate for the Federal 10% Cap Award:

EXHIBIT 2
City Council 23 – 123 12/17/2024

ATTACHMENT D
BUDGET

REGIONAL WORKFORCE CONSUL TING SERVICES
BUDGET
The CONTRACT total shall not exceed $30,000.00. Each project description and corresponding budget under this CONTRACT shall be mutually determined and agreed upon by COUNTY and CONTRACTOR. Project descriptions shall be in Attachment A, herein and corresponding project budgets shall be listed in Attachment D herein.

Activities PY 2022-2023
Regional Plan Implementation (RPI) 5.0
Grant Code: 1266 $30,000.00
End Date: March 31, 2025
Total: $30,000.00
EXHIBIT 2
City Council 23 – 124 12/17/2024

ATTACHMENT E

STAFFING PLAN
Title FTE*
Economic Development Specialist III .14
TOTAL: .14
* 1.00 FTE = Full-Time Equivalent
The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written pre-approval of the County Project Manager.

The Parties agree that the County has the right to require other or additional personnel to perform services under the Contract, as required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval.

EXHIBIT 2
City Council 23 – 125 12/17/2024

DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
City of Santa Ana
Exhibit 1
The Contractor or grant recipient named above hereby certifies compliance with Government Code 8355 in matters relating to providing a drug-free workplace. The above named Contractor will:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person's or organization's workplace and specifying the actions to be taken against employees for violations of the prohibitions, as required by Government Code Section 8355(a).

2. Establish a Drug Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:

A. The dangers of drug abuse in the workplace,
B. The person's or organization's policy of maintaining a drug-free workplace, C. Any available drug counseling, rehabilitation and employee assistance programs, and
D. Penalties that may be imposed upon employees for drug abuse violations

3. Provide as required by Government code Section 83551 that every employee who works on the proposed contract or grant
A. Will receive a copy of the company's drug-free policy statement described in paragraph (1) above, and
B. Will agree to abide by the terms of the company's statement as a condition of employment in the contract or grant.

CERTIFICATION
I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the above described certification.

Official's Name
Date Executed
Orange County, California
Executed in the County of
Contractor or Grantee Recipient Signature and Title
EXHIBIT 2
City Council 23 – 126 12/17/2024
Exhibit2

CERTIFICATION REGARDING

DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document.

Name
Title
Authorized Signature Date
EXHIBIT 2
City Council 23 – 127 12/17/2024
Exhibit2
DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification

1. By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below.

2. The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.

3. The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.

5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals.

7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.

EXHIBIT 2
City Council 23 – 128 12/17/2024

CERTIFICATION REGARDING LOBBYING

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,

AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:

Exhibit 3

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure.

Grantee/Contractor Organization
City of Santa Ana
Name
Title
Authorized Signature Date
*Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contracUgrant transactions over $100,000 (per 0MB).

EXHIBIT 2
City Council 23 – 129 12/17/2024

INSTRUCTIONS FOR COMPLETION OF

SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
Exhibit4
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.

Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient.

Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants.

5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.
(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (Ml).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).

Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF LLL A Continuation Sheet(s) is attached.

16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503.

EXHIBIT 2
City Council 23 – 130 12/17/2024

1. DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.C 1352 Type of Federal Actions: 2. Status of Federal Actions: 3. Report Type:

Exhibit4
a. contract a. bid/offer/application a. initial filing
b. grant b. initial award b. material change
C. cooperative agreement C. post-award
d. loan For material change only:
e. loan guarantee Year: Quarter:
f. loan insurance Date of last report:

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is a Subawardee:

Prime Subawardee Enter Name and Address of Prime:

Tier if known
ConQressional District, if known: ConQressional District, if known:

6. Federal Department / Agency: 7. Federal Program Name/Description

8. Federal Action Number, if known: 9. Award Amount, if known:
$
10a. Name and Address of Lobbying Entity 10b. Individual Performing Services (if individual, last name, first name, Ml): (including address if different from No. 1 0a) (last name, first name, Ml):
(attach Continuation Sheets SF-LLL-A, if necessary)

11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply) $ Actual a. retainer
Planned b. one-time free

12. Form of Payment (check all that apply): C. commission a. cash d. contingent fee
b. in-kind: specify: e. deferred
nature: f. other specify:
value:

14. Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11:

15. Continuation sheet(s) SF-LLL-A attached: □ Yes □ No

16. Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a Signature:
material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for Print Name: public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not Title:
more than $100,000 for each such failure. Telephone No:

Date:

EXHIBIT 2
City Council 23 – 131 12/17/2024

DISCLOSURE OF LOBBYING ACTIVITIES

CONTINUATION SHEET
Approved by OMS - 0348-0046
Exhibit4
Reporting Entity: __________________________ _
Page ___ of ______ _
!BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 2
City Council 23 – 132 12/17/2024
EXHIBIT 5
Occ��-{;tiity Resources
Our Community. Our Commitment.

Subject: OC Community Resources
Contract Reimbursement Policy
PURPOSE:

Effective: July 1, 2010
Revised: January 17, 2020
This policy contains updated fiscal documentation requirements for contract reimbursement for QC Community Services and QC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice.

REFERENCES:

Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For QC Housing & Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance)
BACKGROUND:

The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).

ATTACHMENTS:

Reimbursement Policy Status Form (RPS-1)
POLICY:

Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding QC Community Services' and Housing & Community Development reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, QC Community Services and QC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. QC Community Services and QC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication.

Cost incurred by Contractor must be substantiated and incurred during the contract period.

Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice.

Page 1 of 2 ends

EXHIBIT 2
City Council 23 – 133 12/17/2024
At any time, based on County's business needs and/or Contractor's performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section.

PROCEDURES:

Abbreviated Documentation Requirements
Compile and submit:

2. The following is required with the first month's invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)

3. Summary of leveraged resources (if applicable)

5. Grantee Performance Report (if required by Contract)

6. Supporting documentation shall be on single-sided sheets

7. Please redact employees' Social Security Number from payroll reports

8. Demand letter or invoice, along with supporting documentation shall be submitted to:

QC Community Resources Accounting
601 N. Ross St., 6
th Floor
Santa Ana, CA 92701
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:

9. Purchase orders, invoices, and receipts

10. Cashed checks

11. Check register

12. ConsultanUsub-contractor invoices (with description of services)

13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION:

Distribute this policy to all appropriate staff
INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at:

[email protected]

Page 2 ends

EXHIBIT 2
City Council 23 – 134 12/17/2024
EXHIBIT 5
6Cc��{;�iiy Resources
Our Community. Our Commitment.

Contractor: City of Santa Ana
Contract #: MA-012-24010260
Effective Date: Upon Execution
Documentation Status: □ Abbreviated 181 Comprehensive
************************************************************************************************************* Program Authorization by:

Print Name
Signed by: _________ _
Date:

Two signatures are required to implement the form.

Distribution:

Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-1)
Auditor Controller Authorization by:

Print Name
Signed by: _________ _
Date:

EXHIBIT 2
City Council 23 – 135 12/17/2024
Community Development Agency
www.santa-ana.org/community-development
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Application for Prohousing Incentive Program Grant Funds

AGENDA TITLE
Application for the State of California Department of Housing and Community Development Prohousing Incentive Program

RECOMMENDED ACTION

1. Adopt a resolution authorizing the City Manager to apply for up to $1 million in grant funding from the State of California Department of Housing and Community Development (HCD) Prohousing Incentive Program.

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

OF THE CITY OF SANTA ANA AUTHORIZING APPLICATION FOR, AND

RECEIPT OF, PROHOUSING INCENTIVE PROGRAM FUNDS

2. If awarded Prohousing Incentive Program grant funding from HCD, authorize the City Manager to execute an agreement with the State of California, in the form of HCD’s “Standard Agreement,” for receipt of the Prohousing Incentive Program grant funding for an amount up to $1 million, and any other documents required by HCD to secure the grant, if approved, as to form by the City Attorney.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The Prohousing Incentive Program (PIP) is intended to increase participation in HCD’s Prohousing Designation Program by pairing the designation with an impactful award grant. This PIP complements the Prohousing Designation Program by encouraging cities and counties to earn the Prohousing designation. In 2019, Assembly Bill 101 (AB 101) created the Prohousing Designation Program, managed by HCD. This noncompetitive program requires jurisdictions to meet State of California (State) housing laws and Housing Element requirements, as well as adopt or propose local policies that support Prohousing goals, ultimately earning them the designation of a "Prohousing city." On October 15, 2024, the City Council adopted a resolution authorizing the submission of an application for the Prohousing Designation Program to obtain this designation from HCD.

City Council 24 – 1 12/17/2024
Application for Prohousing Incentive Program Grant Funds December 17, 2024

Page 2 ends

On August 15, 2024, HCD issued a Notice of Funding Availability (NOFA) for the third round of the HCD PIP (PIP Round 3). To be eligible for the PIP Round 3, jurisdictions must have received their Prohousing designation by December 31, 2024. The application deadline for the PIP Round 3 is also December 31, 2024. Afterward, HCD will evaluate applicants who meet the program’s threshold requirements and rank them based on their Prohousing Designation score.

For this round, approximately $8 million in funding is available, and awards can be used for planning and implementation activities related to housing and community development. Eligible applicants will receive a base award based on population size (for cities with populations between 300,000 and 749,999, this amount is $1,000,000). In addition, applicants may qualify for a bonus award of up to $500,000, calculated by multiplying their Prohousing Designation score by $10,000. For instance, a jurisdiction with a Prohousing Designation score of 35 could receive a bonus of $350,000, in addition to the base award.

The application for the PIP program must include a resolution approved by the City Council (Exhibit 1). Additionally, before funds can be awarded, the City of Santa Ana (City) must meet several requirements: it must have adopted a compliant Housing Element, submitted a legally sufficient Annual Progress Report, obtained the Prohousing Designation, and complied with relevant State and Federal housing laws.

For PIP Round 3, the City is applying for $1 million in funding and a bonus award to support the development of affordable rental and ownership housing. These funds will be directed toward projects that aim to increase the supply of affordable housing units, in line with the City’s commitment and requirements in the Housing Element. The funds will be used for development activities related to affordable housing, ensuring that the City remains in compliance with State and Federal housing requirements while advancing local housing goals. This application, which supports Santa Ana's pursuit of a Prohousing city designation, will help fund critical housing initiatives, fostering long-term growth and stability within the community.

FISCAL IMPACT
If approved by HCD, the City would be eligible to receive a minimum of $1,000,000 in HCD PIP funds. Those funds would be recognized at a later date. However, there is no fiscal impact associated with this item.

EXHIBIT(S)

1. Resolution
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nuñez, City Manager
City Council 24 – 2 12/17/2024
Resolution No. 2024-XXX

Page 1 of 2 ends

RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA AUTHORIZING APPLICATION FOR, AND

RECEIPT OF, PROHOUSING INCENTIVE PROGRAM
FUNDS
WHEREAS, pursuant to Health and Safety Code 50470 et. seq., the California Department of Housing and Community Development (“Department”) is authorized to issue Guidelines as part of an incentive program (Prohousing Incentive Program or “PIP” or “Program”); and
WHEREAS, the City Council of the City of Santa Ana desires to submit a PIP grant application package (“Application”), on the forms provided by the Department, for approval of grant funding for eligible activities toward planning and implementation activities related to housing and community development as a result of meeting eligibility criteria including but not limited to Prohousing Designation; and WHEREAS, the Department has issued Guidelines and Application on August 2024 in the approximate amount of $8,000,000 for PIP.

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

SECTION 1. The City Manager or the City Manager’s designee is hereby authorized and directed to submit an Application to the Department in response to the NOFA and to apply for the PIP grant funds in a total amount not to exceed $1,000,000; SECTION 2. In connection with the PIP grant, if the Application is approved by the Department, the City Manager or the City Manager’s Designee is authorized and directed to enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (“Standard Agreement”) for the amount of $1,000,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PIP grant, the Applicant’s obligations related thereto, and all amendments thereto; and
SECTION 3. The Applicant shall be subject to the terms and conditions as specified in the Guidelines, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the Guidelines and in conjunction with the terms of the Standard Agreement, the Applicant hereby agrees to EXHIBIT 1
City Council 24 – 3 12/17/2024
Resolution No. 2024-XXX

Page 2 of 2 ends

use the funds for eligible uses and allowable expenditures in the manner presented and identified in the approved Application.

SECTION 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

ADOPTED this 17th day of December, 2024.

Valerie Amezcua
Mayor
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By:

Andrea Garcia-Miller
Assistant City Attorney
AYES:

NOES:

Councilmembers
Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on _______________, 2024.

Date: ________________ ____________________________________ City Clerk
City of Santa Ana
EXHIBIT 1
City Council 24 – 4 12/17/2024
Police Department
www.santa-an.org/police
Item # 25
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: FY 2022 Urban Area Security Initiative Program Additional Funding

AGENDA TITLE
Adopt a Resolution, Authorize Award Amendment, and Approve an Appropriation Adjustment Accepting Additional FY 2022 Urban Area Security Initiative Grant Program Funds (Non-General Fund)

RECOMMENDED ACTION

1. Adopt a resolution authorizing and directing the City Manager and the Chief of Police or their designee(s) to accept an additional $36,500 in FY 2022 Urban Area Security Initiative Funding, increasing the sub-recipient award from $1,927,800 to $1,964,300.

RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING ADDITIONAL FY2022 URBAN

AREA SECURITY INITIATIVE SUB-RECIPIENT FUNDING AND

APPROPRIATION ADJUSTMENT

2. Approve an Appropriation Adjustment recognizing additional FY 2022 Urban Areas Security Initiative in the amount of $36,500 in revenue account and appropriate same in the FY 2022 Urban Areas Security Initiative Program Grant expenditure accounts. (Requires five affirmative votes)

3. Authorize the City Manager and Chief of Police to execute the Grant Sub-Recipient Award Amendment #2 with the City of Anaheim for the FY 2022 Urban Area Security Initiative Grant Program (Agreement No. 2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Urban Area Security Initiative (UASI) program is approved by Congress through the Consolidated Appropriations Act of 2022 and implemented by the U.S. Department of Homeland Security (DHS) through the Federal Emergency Management Agency City Council 25 – 1 12/17/2024
FY 2022 Urban Area Security Initiative Program Additional Funding December 17, 2024

Page 2 ends

(FEMA), to assist high-density urban areas to strengthen the nation’s communities against potential terrorist attacks and other hazards. The UASI program provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for training, planning, equipment, exercises, and technical assistance.

In FY 2006, the DHS established a combined UASI in the Orange County Urban Area called the Anaheim/Santa Ana Urban Area (ASAUA) UASI. The City of Santa Ana now shares grant administrative responsibilities with the City of Anaheim, annually alternating the function of lead administrative agency. The City of Anaheim is the lead agency for FY 2022 funding and is therefore the UASI Sub-Grantee, with Santa Ana designated as a sub-recipient through Anaheim. The Santa Ana Police Department has worked with the City of Anaheim, the County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs and have established goals and objectives for the Anaheim/Santa Ana Urban Area. The City of Santa Ana will work in collaboration with the City of Anaheim to implement complementary strategies for responding to acts of terrorism.

The FY 2022 funds support the Homeland Security Training and Exercise Program to enhance capabilities across multiple disciplines and jurisdictions in areas such as active shooter, mass gathering and civil disturbances, cyber security, emergency management, and advanced life-saving techniques. This appropriation adjustment will add $36,500 to the current grant award of $1,927,800 for a new total grant award of $1,964,300. The funding will be used to support a new training facility and additional regional training for law enforcement.

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

FISCAL IMPACT
Approval of the appropriation adjustment will recognize $36,500 in the FY 2022 Urban Area Security Initiative revenue account (no. 12514002-52001) and appropriate same to the Urban Area Security Initiative expenditure account for projected expenditures as follows:

Fiscal
Year
Accounting Unit
– Account No.

Fund
Description
Accounting Unit –
Account No. Description Amount
FY 24-25 12514491-62300 OES UASI
UASI Cal OES
Anaheim, Contract
Services-Professional
$ 8,000
FY 24-25 12514491-66200 OES UASI
UASI Cal OES
Anaheim, Buildings &
Building Improvements
$28,500
Total $36,500
City Council 25 – 2 12/17/2024
FY 2022 Urban Area Security Initiative Program Additional Funding December 17, 2024

Page 3 ends

The amount shown above is an estimate based on projected grant projects. 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 if the grant performance period is extended.

EXHIBIT(S)

1. Resolution

2. FY 2022 Award Amendment #2
Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 25 – 3 12/17/2024
Resolution No. 2024-XXX

Page 1 of 2 ends

RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA ACCEPTING ADDITIONAL FY2022 URBAN

AREA SECURITY INITIATIVE SUB-RECIPIENT FUNDING

AND APPROPRIATION ADJUSTMENT

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. The United States Department of Homeland Security has developed the Urban Areas Security Initiative funding program (UASI). UASI provides funds to local emergency first responders to purchase equipment, planning, training, exercises and technical assistance to enhance security and preparedness to prevent, respond to, and recover from acts of terrorism.

B. In FY 2006, the United States Department of Homeland Security combined the Anaheim and Santa Ana Urban Areas into a single Urban Area, and provided for shared administrative responsibilities between Santa Ana and Anaheim. In FY 2022, Anaheim will be the lead administrative agency for UASI funding.

C. On October 17, 2023, the City Council of the City of Santa Ana adopted Resolution No. 2023-069, to accept a funding award from the City of Anaheim for the in FY 2022 Urban Area Security Initiative in the amount of $1,822,800.

D. On November 21, 2023, the City Council of the City of Santa Ana adopted Resolution No. 2023-076, to accept an additional funding award from the City of Anaheim for fiscal year 2022 UASI in the amount of $105,000, increasing the overall funding to the City of Santa Ana in the amount of $1,927,800.

E. The City of Santa Ana was notified that additional funds have been awarded from the City of Anaheim for fiscal year 2022 UASI in the amount of $36,500 to support ongoing City projects.

Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the City Manager and the Chief of Police or their designee(s) to accept an additional $36,500 in FY 2022 Urban Areas Security Initiative funding, increasing the subrecipient award from $1,927,800 to $1,964,300.

EXHIBIT 1
City Council 25 – 4 12/17/2024
Resolution No. 2024-XXX

Page 2 of 2 ends

Section 3. The City Council of the City of Santa Ana hereby approves an Appropriation Adjustment recognizing the FY 2022 Urban Area Security Initiative in the additional amount of $36,500 and appropriates the same in the FY 2022 Urban Area Security Initiative Program Grant expenditure accounts.

Section 4. This Resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this 17th day of December, 2024.
_______________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:________________________
Tamara Bogosian
Sr. Assistant City Attorney
AYES: Councilmembers _______________________________________ NOES: Councilmembers _______________________________________ ABSTAIN: Councilmembers _______________________________________ NOT PRESENT: Councilmembers _______________________________________

Date: ________________ ____________________________________ City Clerk
City of Santa Ana
City Council 25 – 5 12/17/2024
FY2022 URBAN AREAS SECURITY INITIATIVE (UASI)

GRANT SUB-RECIPIENT AWARD AMENDMENT
Federal Grant # 2022-0043 CalOESGrant# 059-95010 Amendment# KZE9G2M4GRX9 Sub-Recipient Performance Period 08/09/2023 tO 03/31/2025 This amendment is between the City of Anaheim and the Grant Sub-Recipient:

City of Santa Ana
The Sub-Recipient agrees to the amendment of the Grant Sub-Recipient Award Agreement as specified below:
* Increase the FY2022 UASI sub-recipient award allocation to the City of Santa Ana for the following projects as follows:
032 - Training Facility (NP) S228,500
043 - Regional Training Program - Terrorism 1, II, and Ill (NP) S83,000 The amended FY2022 UASI sub-recipient award allocation to the City of Santa Ana is Sl,964,300 (not to exceed).

All other provisions of this agreement shall remain as previously agreed upon.

Please refer to the FY22 ASAUA Sub-Recipient Grant Guide for all reporting and reimbursement deadlines associated with the sub-award agreement.
l
:L_ - sl-z_b-Z'f
AuthorizedSignature X \\ Date
!ao25fF-r '!-o;bv:r_c-u(z- 4,z-lr'i-) Ch;cr o+ r';v{-cc Printed Name
4 Title
CFDA #97.067 Grant #2022-0043 Cal OES ID #059-95010
EXHIBIT 2
City Council 25 – 6 12/17/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 26
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: OCTA Funding Program Eligibility Requirements

AGENDA TITLE
Resolution Approving the Submission of the Fiscal Year 2023-24 Measure M2 Year-End Expenditure Report

RECOMMENDED ACTION
Adopt a resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year 2023-24 and authorize submission of the report to the Orange County Transportation Authority as required by Measure M2 Funding Eligibility Guidelines.

RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONCERNING THE MEASURE M2 EXPENDITURE

REPORT FOR THE CITY OF SANTA ANA
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
In November 1990, Orange County voters approved Measure M, a 20-year one-halfcent sales tax to fund transportation projects in Orange County. Sixteen years later, in November 2006, the voters again approved the Renewal of Measure M (M2) for an additional 30 years. Once becoming effective in April 2011, the net revenues generated by M2 contribute to two types of funding: Local Fair Share (LFS) and Competitive Grants. All Orange County cities are eligible for Competitive Grants and LFS funding which is distributed based on population, number of existing Master Plan of Arterial Highways centerline miles, and taxable sales. There are a total of 13 M2 eligibility requirements; fulfilling these requirements allows the City to continue to qualify for M2 funding in future years.

Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA) that includes the End of Year Expenditure Report adopted via Resolution. The Expenditure Report (Exhibit 1) is a detailed financial document which is used to track and validate financial activity related to M2 Program City Council 26 – 1 12/17/2024
Resolution to Approve Measure M2 Expenditure Report
December 17, 2024

Page 2 ends

funds. The report accounts for receipt, interest earned, and use of M2 funds while delineating the distribution of actual revenue and expenditures consistent with requirements. Adoption of the Measure M2 Annual Expenditure Report by Resolution (Exhibit 2) is a required eligibility element that must be submitted within six months of the jurisdiction’s fiscal year end.

Staff recommends that the City Council adopt a resolution to continue M2 funding eligibility.

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

FISCAL IMPACT
Approval of the Recommended Action will maintain the City’s eligibility to receive Measure M2 funds annually. Upon renewal of Measure M2 eligibility, the City of Santa Ana is anticipated to receive over $6 million in LFS funds and potentially over $8 million in M2 competitive grant funds for Fiscal Year 2024-25. If the Recommended Action is not approved, the City will lose access to all Measure M2 funding.

EXHIBIT(S)

1. Measure M2 Year-End Expenditure Report

2. Resolution – M2 Year-End Expenditure Report
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 26 – 2 12/17/2024
EXHIBIT 1
City of Santa Ana Schedule 1
M2 Expenditure Report
Fiscal Year Ended June 30, 2024
Beginning and Ending Balances
Line
No.

Description Amount
(100,123) $
Interest
Balances at Beginning of Fiscal Year
A-M Freeway Projects
O
1 2
$
$
-
Regional Capacity Program (RCP) (32,567,031) $ 223,582
P Regional Traffic Signal Synchronization Program (RTSSP) 3 $ $
(500,818) $ 8,499
Q
R
S
Local Fair Share^
High Frequency Metrolink Service
Transit Extensions to Metrolink
Convert Metrolink Station(s) to Regional Gateways that
connect Orange County with High-Speed Rail Systems
Senior Mobility Program or Senior Non-Emergency Medical Program
4 5
6 14,568,372 $
$
$
263,233
-
$ -
$
292,230
T 7 - $ -
U
V
8 $ 643,150
-
$
$
12,090
Community Based Transit/Circulators 9 $
$
$
$
$
$
$
$
-
W Safe Transit Stops
X
10 11
12 13
14 15
16 (5,920) $
(154,911) $
-
1,693
-
Environmental Cleanup Program (Water Quality)
Other* - $
Balances at Beginning of Fiscal Year
Monies Made Available During Fiscal Year
Total Monies Available (Sum Lines 13 & 14)
Expenditures During Fiscal Year
Balances at End of Fiscal Year
(17,825,051) $
8,391,205
(9,433,846) $
9,332,437
509,097
28,666
537,763
-
$
$
A-M Freeway Projects 17
18 $
$
(100,123) $
(33,240,330) $
-
O Regional Capacity Program (RCP) 226,719
P Regional Traffic Signal Synchronization Program (RTSSP) 19 $ $
(500,818) $ 8,499
Q
R
S
Local Fair Share
High Frequency Metrolink Service
Transit Extensions to Metrolink
Convert Metrolink Station(s) to Regional Gateways that
connect Orange County with High-Speed Rail Systems
Senior Mobility Program or Senior Non-Emergency Medical Program
20 21
22 14,695,530 $
$
$
278,189
-
$ -
$
292,230
T 23 - $ -
U
V
24 $ 631,040
-
$
$
21,105
Community Based Transit/Circulators 25
26 27
28 $
$
$
$
-
W Safe Transit Stops
X
(1,032,121) $ -
3,251
-
Environmental Cleanup Program (Water Quality)
Other*
488,308 $
- $
* Please provide a specific description
^Including additional $89,585 to adjusted Local Fair Share balance per FY17-18 Agreed-Upon Procedures Review.

City Council 26 – 3 12/17/2024
City of Santa Ana Schedule 2
M2 Expenditure Report
Fiscal Year Ended June 30, 2024
Sources and Uses
Line
No.

Description Amount Interest
Revenues:

A-M Freeway Projects 1
2 3
4 5
6 $
$
$
$
$
$
- $
$
$
$
$
$
-
O
P
Q
R
S
Regional Capacity Program (RCP)
Regional Traffic Signal Synchronization Program (RTSSP) Local Fair Share
1,294,965 3,137
- -
6,173,856 14,956
High Frequency Metrolink Service
Transit Extensions to Metrolink
-
-
-
-
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems T 7 $ - $ -
U
V
Senior Mobility Program or Senior Non-Emergency Medical Program Community Based Transit/Circulators
8 9
10 11
12 13
$
$
$
$
$
$
279,164 $
$
$
$
9,015
- -
W Safe Transit Stops -
X
-
643,219
-
Environmental Cleanup Program (Water Quality)
Other*
1,558
TOTAL REVENUES (Sum lines 1 to 12)
Expenditures:
8,391,205 $ 28,666
A-M Freeway Projects 14
15 16
17 18
19 $
$
$
$
$
$
- $
$
$
$
$
$
-
-
-
-
-
-
O
P
Q
R
S
Regional Capacity Program (RCP)
Regional Traffic Signal Synchronization Program (RTSSP) Local Fair Share
1,968,263
-
6,046,698
High Frequency Metrolink Service -
Transit Extensions to Metrolink -
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems
Senior Mobility Program or Senior Non-Emergency Medical Program Community Based Transit/Circulators
T 20 $ - $ -
U
V
21 22
23 24
25 26
$
$
$
$
$
$
291,275 $
$
$
$
$
$
-
-
-
-
-
-
-
W Safe Transit Stops 1,026,201
X Environmental Cleanup Program (Water Quality)
Other*
TOTAL EXPENDITURES (Sum lines 14 to 25)
TOTAL BALANCE (Subtract line 26 from 13)
-
-
9,332,437
27 $ (941,233) $ 28,666
* Please provide a specific description
City Council 26 – 4 12/17/2024
City of Santa Ana Schedule 3
M2 Expenditure Report
Fiscal Year Ended June 30, 2024
Streets and Roads Detailed Use of Funds
Other
M2
Interest
Line
No.

Developer /
Impact Fees+
O P Q X Other
M22
Type of Expenditure MOE O P Q X Other* TOTAL
Interest Interest Interest Interest
Indirect and/or Overhead
Construction & Right-of-Way
New Street Construction
Street Reconstruction
Signals, Safety Devices, & Street Lights
Pedestrian Ways & Bikepaths
Storm Drains
1 -
-
- -
-
- - - - - - 32,104 - - 32,104
2 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,069,503
164,596
755,422
-
2,258,266 729,905 1,081,332
164,596
755,422
-
4 - -
5 - -
6 -
Storm Damage 7 -
2,258,266
-
-
729,905
- -
-
-
-
-
Total Construction1
8 2,001,351
204,985
2,206,335
4,989,521
1,443,343
6,432,865
Right of Way Acquisition
Total Construction & Right-of-Way
Maintenance
9 1,238,359
10 2,258,266 1,968,263
Patching 11
12 13
14 15
16 17
18 - -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,563,691
20,758
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,563,691
6,456,457
-
Overlay & Sealing -
6,435,700
-
-
Street Lights & Traffic Signals -
Storm Damage - -
Other Street Purpose Maintenance
Total Maintenance1
7,256,527
13,692,226
-
259,171
259,171
1,026,201
1,317,476
7,515,698
17,535,846
1,282,115
25,282,929
-
-
3,584,449
255,914
-
-
Other^
GRAND TOTALS (Sum Lines 1, 10, 16, 17) 15,950,492 1,968,263 6,046,698 Any California State Constitution Article XIX streets and road eligible expenditure may be “counted” in local jurisdictions’ calculation of MOE if the activity is supported (funded) by a local jurisdictions’ discretionary funds (e.g. general fund). The California State Controller also provides useful information on Article XIX and the Streets and Highways Code eligible expenditures in its “Guidelines Relating to Gas Tax Expenditures for Cities and Counties”. I have reviewed and am aware of these guidelines and their applicability in calculating and reporting on Maintenance of Effort expenditures.

Finance Director Confirmation 19
Finance Director initial: _______________
1 Includes direct charges for staff time Legend
2 Other M2 includes A-M, R,S,T,U,V, and W Project Description + Transportation related only A-M
O
Freeway Projects
* Please provide a specific description Regional Capacity Program (RCP) ^ SR-55 Widening Project P
Q
Regional Traffic Signal Synchronization Program (RTSSP) Local Fair Share
R High Frequency Metrolink Service
S Transit Extensions to Metrolink
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems T
U
V
W
X
Senior Mobility Program or Senior Non-Emergency Medical Program Community Based Transit/Circulators
Safe Transit Stops
Environmental Cleanup Program (Water Quality)
City Council 26 – 5 12/17/2024
City of Santa Ana Schedule 4
M2 Expenditure Report
Fiscal Year Ended June 30, 2024
Local Fair Share Project List

PROJECT NAME AMOUNT EXPENDED
ALLEY IMPRV PROGRAM FY 22/23

BEAR ST TRAFFIC SGNL SYNCH
BIKE LANE PROJ DEV FY 22/23

FAIRVIEW BRDGE & STREET IMPRV

FIRST ST CORR TRFF SYNCH
288,932.00
5,471.56
30,209.85
139,226.76
34,226.86
72,614.00
9,768.52
FY21/22 LOC ST PREVENT MAINT
FY21/22 PAVEMENT MANAGEMENT

GG BLVD/MEMORY TRFFC SIG SYNCH
GRAND AV REHAB: EDINGR-MCFADDE
LOC ST PREVENT MAINT FY 22/23
LOC ST PREVENT MAINT FY 23/24
MAIN ST & 15TH ST TRAFFIC SIGN
PAVEMENT MANAGEMENT FY 22/23
PAVEMENT MANAGEMENT FY 23/24
PROJECT DEVELOPMENT FY 19/20
PROJECT DEVELOPMENT FY 21/22
PROJECT DEVELOPMENT FY 23/24

RESIDENTIAL ST RPR-HENINGER PK

RIGHT OF WAY MGMNT
7,007.86
80,591.80
3,065,622.08
139,190.72
56,899.24
43,479.20
264,334.00
10,667.02
22,917.96
222,328.87
286,264.32
197,597.23
7,387.54
12,322.62
16,602.45
696,287.17
1,217.17
27,881.23
31,361.52
20,757.50
530.81
RIGHT OF WAY MGMNT FY 22/23

SAFE MOBILITY SA UPDATE
SANTA ANA BLVD & 5TH BIKE LANE

SANTA CLARA BK LN LINCOLN-TUST
Sgerstrom/Dyer TRFF SGL SYNC
TRAFFIC MANAGEMENT PLANS 21/22
TRAFFIC MANAGEMENT PLANS 22/23
TRAFFIC SGNL EQUIPMNT REP20/21

TUSTIN AVE TRFF SGL SYNC
WARNER AVE WDNG:MAIN-OAK PH I 255,000.00
6,046,698
City Council 26 – 6 12/17/2024
City of Santa Ana Signature Page
M2 Expenditure Report
Fiscal Year Ended June 30, 2024
I hereby certify that:
☐ All the information attached herein and included in schedules 1 through 4 is true and accurate to the best of my knowledge;
☐ The interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated;
☐ The City/County of ____________________ is aware of the State Controller’s “Guidelines Relating to Gas Tax Expenditures for Cities and Counties”, which is a guide for determining MOE Expenditures for M2 Eligibility purposes;
☐ The City/County’s Expenditure Report is in compliance with direction provided in the State Controller’s “Guidelines Relating to Gas Tax Expenditures for Cities and Counties;” and ☐ The City/County of ___________________ has expended in this fiscal year an amount of local discretionary funds for streets and roads purposes at least equal to or exceeding the FY 2023-24 MOE benchmark dollar Kathryn Downs
Director of Finance (Print Name) Date
________________________________________________
Signature
11 Jurisdictions are encouraged to submit MOE eligible expenditures higher than their MOE benchmark, so that should certain expenses be ruled ineligible during an MOE audit, the local jurisdiction still has sufficient MOE expenditures to demonstrate continued achievement of the MOE benchmark.

City Council 26 – 7 12/17/2024
Resolution No. 2024-XXX

Page 1 of 2 ends

RESOLUTION NO. 2024-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA CONCERNING THE MEASURE M2

EXPENDITURE REPORT FOR THE CITY OF SANTA ANA

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. Local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to the Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds.

B. Local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements.

C. Local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements.

D. The M2 Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project.

E. The M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.

Section 2. The City Council of the City of Santa Ana hereby finds that the FY 2023/24 Measure M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year.

Section 3. The M2 Expenditure Report is hereby adopted by the City of Santa Ana.

Section 4. The City of Santa Ana Finance Director is hereby authorized to sign and submit the M2 Expenditure Report to OCTA for the fiscal year ending June 30, 2024.

EXHIBIT 2
City Council 26 – 8 12/17/2024
Resolution No. 2024-XXX

Page 2 of 2 ends

Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

ADOPTED this ____ day of _______________, 2024.

Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:

Jonathan T. Martinez
Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers _

Date:

City Clerk
City of Santa Ana
City Council 26 – 9 12/17/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 27
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: California State Transportation Agency Transit and Intercity Rail Capital Program

AGENDA TITLE
Resolution Authorizing the Executive Director of the Public Works Agency to Execute Program Supplement Agreements with the State of California Department of Transportation as Required by Master Agreement No. 64SantaAnaMA and Approve Master Agreement for California State Transportation Agency Transit and Intercity Rail Capital Program No. 64SantaAnaMA to Secure Transit and Intercity Rail Capital Program Grant Funds

RECOMMENDED ACTION

1. Authorize the City Manager to execute a California State Transportation Agency Transit and Intercity Rail Capital Program Master Agreement No. 64SantaAnaMA for TIRCP-Funded Projects with the State of California Department of Transportation (Agreement No. A-2024-XXX).

2. Adopt a resolution authorizing the Executive Director of the Public Works Agency to execute all program supplement agreements required by Master Agreement for California State Transportation Agency Transit and Intercity Rail Capital Program No. 64SantaAnaMA with the State of California Department of Transportation to reimburse the City for Transit and Intercity Rail Capital Program-Funded projects.

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

OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF

PUBLIC WORKS AGENCY TO EXECUTE ALL PROGRAM SUPPLEMENT

AGREEMENTS REQUIRED BY THE TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM (TIRCP) MASTER AGREEMENT NO. 64SANTAANAMA FOR TIRCPFUNDED PROJECTS BETWEEN THE CITY OF SANTA ANA AND THE STATE

OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
A Master Agreement with the State of California Department of Transportation (Caltrans) must be executed in order for the City to be awarded Transit and Intercity City Council 27 – 1 12/17/2024
California State Transportation Agency Transit and Intercity Rail Capital Program December 17, 2024

Page 2 ends

Rail Capital Program (TIRCP) grants. The TIRCP was created by CA Senate Bill 862 to provide grants from the Greenhouse Gas Reduction Fund (GGRF). The GGRF funds transformative capital improvement projects that modernize California’s intercity, commuter, and urban rail systems, and bus and ferry transit systems, to significantly reduce emissions of greenhouse gases, vehicle miles traveled, and congestion. The proposed master agreement allows the City to receive reimbursement on several TIRCP-funded projects (Exhibit 1).

Additionally, separate program supplement agreements are required to secure those funds and receive reimbursements for specific projects after a master agreement is in place. A resolution is required to authorize the Executive Director of Public Works Agency to execute all program supplement agreements which fall under this master agreement (Exhibit 2). The program supplement agreements define the scope of work and reimbursement limits for each TIRCP-Funded project. The Executive Director of Public Works Agency may only execute program supplement agreements for Capital Improvement Projects approved by the City Council.

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

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Master Agreement - California State Transportation Agency Transit and Intercity Rail Capital Program (TIRCP)

2. Resolution
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 27 – 2 12/17/2024
City of Santa Ana
Master Agreement No. 64SantaAnaMA
9/12/2024 Page 1
California State Transportation Agency
Transit and Intercity Rail Capital Program
Grant Recipient:

City of Santa Ana
CalSTA Transit and Intercity Rail Capital Program Administered by:

California Department of Transportation
Division of Local Assistance
1120 N Street, Room 3300
P.O. Box 942874, MS-39
Sacramento, California 94274-0001
EXHIBIT 1
City Council 27 – 3 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 2

TABLE OF CONTENTS
RECITALS __________________________________________________________________________ 4 ARTICLE I - DEFINITIONS_____________________________________________________________ 5 ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION __________________________________ 7 Section 1. TIRCP Projects and Project Management_______________________________ 7 Section 2. Program Supplement _________________________________________________ 8 A. General__________________________________________________________________ 8 B. Project Overrun _________________________________________________________ 10 C. Cost Savings and Project Completion_____________________________________ 10 D. Scope of Work __________________________________________________________ 11 E. Program Supplement Amendments ______________________________________ 11 Section 3. Allowable Costs and Payments _______________________________________ 11 A. Allowable Costs and Progress Payment Invoice ___________________________ 11 B. Final Invoice_____________________________________________________________ 12 ARTICLE III – GENERAL PROVISIONS_________________________________________________ 12 Section 1. Funding______________________________________________________________ 12 Section 2. Audits and Reports___________________________________________________ 12 A. Cost Principles___________________________________________________________ 12 B. Record Retention________________________________________________________ 13 C. Reporting Requirements _________________________________________________ 14 Section 3. Special Requirements ________________________________________________ 16 A. California Transportation Commission Resolutions __________________________ 16 B. Recipient Resolution _____________________________________________________ 16 C. Termination _____________________________________________________________ 17 D. Third Party Contracting __________________________________________________ 18 E. Change in Funds and Terms/Amendments ________________________________ 18 F. Project Ownership _______________________________________________________ 18 G. Disputes_________________________________________________________________ 21 H. Hold Harmless and Indemnification _______________________________________ 22 I. Labor Code Compliance ________________________________________________ 22 J. Non-Discrimination Clause _______________________________________________ 22 K. State Fire Marshal Building Standards Code _______________________________ 23 L. Americans with Disabilities Act ___________________________________________ 24 M. Access for Persons with Disabilities ________________________________________ 24 N. Disabled Veterans Program Requirements ________________________________ 24 O. Environmental Process ___________________________________________________ 24 P. Force Majeure __________________________________________________________ 25 ARTICLE IV – MISCELLANEOUS PROVISIONS _________________________________________ 25 Section 1. Miscellaneous Provisions______________________________________________ 25 A. Successor Acts __________________________________________________________ 25 B. Successor and Assigns to the Parties ______________________________________ 25 City Council 27 – 4 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 3
C. Notice __________________________________________________________________ 26 D. Amendment ____________________________________________________________ 26 E. Representation and Warranties of the Parties______________________________ 26 F. Construction, Number, Gender and Captions _____________________________ 28 G. Complete Agreement ___________________________________________________ 28 H. Partial Invalidity__________________________________________________________ 28 I. Conflicts ________________________________________________________________ 28 J. Counterparts ____________________________________________________________ 29 K. Governing Law__________________________________________________________ 29 Appendix A - TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION__________ 31 Appendix B - RECIPIENT'S RESOLUTION______________________________________________ 32 City Council 27 – 5 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 4

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Effective Date of this Agreement: October 15, 2024
Termination Date of this Agreement: October 14, 2034
Recipient: City of Santa Ana
Application Funding: The Greenhouse Gas Reduction Fund, Senate Bill 1 Fund, and General Fund are the
applicable funding sources covered by this
Agreement and will be identified in each
specific Program Supplement, adopting the
terms of this Agreement.

RECITALS

1. WHEREAS, The Global Warming Solutions Act of 2006, codified at Cal.

Health & Safety C. § 38500 et seq. (the “Act”) (Assembly Bill [AB] 32, Nunez, Chapter 488) created a comprehensive program to reduce greenhouse gas emissions in California. The Act required California to reduce greenhouse gases to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. In March 2012, Governor Brown signed Executive Order B‐16‐2012 affirming a long‐ range climate goal for California to reduce greenhouse gases from the transportation sector to 80 percent below 1990 levels by 2050.

2. WHEREAS, the Cap‐and‐Trade Program is a key element in California’s climate plan. It creates a limit on the emissions from sources responsible for 85 percent of California’s greenhouse gas emissions, establishes the price signal needed to drive long‐term investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowest‐cost options to reduce greenhouse gas emissions.

3. WHEREAS, in 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Pérez, Chapter 807, Statutes of 2012), Senate Bill (SB) 535 (De León, Chapter 830, Statutes of 2012), and SB 1018 (Budget and Fiscal Review Committee, Chapter 39, Statutes of 2012), that established the Greenhouse Gas Reduction Fund (GGRF) to receive proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended. These statutes require that expenditures from the GGRF be used to facilitate the achievement of greenhouse gas emission reductions and further the purposes of the Act.

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4. WHEREAS, in 2017, the Legislature passed and Governor Brown signed into law the Road Repair and Accountability Act of 2017 SB 1, which directed additional funding to the Transit and Intercity Rail Capital Program (TIRCP).

5. WHEREAS, TIRCP is funded pursuant to Public Resources Code section 75220 et seq. and Health and Safety Code section 39719 et seq.

6. WHEREAS, as directed by Cal. Pub. Resources C. §§ 75223, 75224, CalSTA has established and updated TIRCP Program Guidelines that describe the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Program.

7. WHEREAS, Recipient submitted an application, been evaluated and selected by CalSTA in accordance with the TIRCP Program Guidelines.

8. WHEREAS, on August 17, 2015, CalSTA delegated the administration of the TIRCP Program to the Department pursuant to the TIRCP Program Guidelines and the Department’s policies and procedures for the administration of similar grant programs.

9. NOW THEREFORE, in consideration of the recitals and the rights, duties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following:

10. This Agreement, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, (hereinafter referred to as Recipient), and the STATE OF CALIFORNIA, acting by and through the California Department of Transportation (hereinafter referred to as DEPARTMENT), and subject to the approval of the California State Transportation Agency (CalSTA).

ARTICLE I - DEFINITIONS
The terms defined in this Article I shall for all purposes of this Agreement have the meanings specified herein.

1.1 “Act” refers to the Global Warming Solutions Act of 2006 (the “Act”) (Assembly Bill [AB] 32, Nunez, Chapter 488) codified at Cal. Health & Safety C. §§ 38500 et seq.

1.2 “Agreement” shall mean this Agreement, inclusive of all appendices and Program Supplements, whereby the Department, on behalf of CalSTA, and pursuant to the Act and as set forth herein, administers the TIRCP Program.

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1.3 “Award Agreement” shall mean a project-specific subcontract to this agreement executed following Project award and may include Project specific information, expected outcomes, and deliverables.

1.4 “California Department of Transportation” or “Caltrans” or “Department” or “State” means the State of California, acting by and through its Department of Transportation of the State of the State of California, and any entity succeeding to the powers, authorities and responsibilities of the Department invoked by or under this Agreement or the Program Supplements.

1.5 “California Transportation Commission” or “CTC” shall refer to the commission established in 1978 by Assembly Bill 402 (Chapter 1106, Statutes of 1977).

1.6 “Effective Date” means the date set forth on page 4 of this Agreement.

1.7 “Greenhouse Gas Reduction Funds” or “GGRF” shall mean the funds subject to Chapter 26, Statutes of 2014, authorizing the State to fund capital improvements and operational investments for California’s transit systems and intercity, commuter, and urban rail systems.

1.8 “Senate Bill 1” or “SB 1” shall mean the funds subject to Chapter 5, Statutes of 2017, authorizing the State to fund capital improvements and investments for California’s transit systems and intercity, commuter, and urban rail systems.

1.9 “General Fund” shall mean the funds subject to Chapters 21, 69, and 240, Statutes of 2021, authorizing the State to fund capital improvements and investments for California’s transit systems and intercity, commuter, and urban rail systems.

1.10 “Overall Funding Plan” has the meaning set forth in Article II, Section 2(A)(5)(c).

1.11 “Program Guidelines” shall mean the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Projects established by CalSTA and provided in Appendix A.

1.12 “Program Supplement” shall mean a project-specific subcontract to this Agreement that is executed following a CTC approved action and includes all Project specific information needed to encumber funding and shall include expected outcomes and deliverables. Also referred to as Project Supplement Agreement.

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1.13 “Program Supplement Last Expenditure Date” and refers to the last date for Recipient to incur valid Project costs or credits.

1.14 “Program Supplement Termination” shall occur when the Recipient’s obligations have been fully performed as set forth in Article II, Section 2D and Article III, Section 3(C)(2) or when terminated by convenience as set forth in Article III, Section 3(C)(1).

1.15 “Project” shall mean the project identified in Recipient’s application.

1.16 “Project Closeout Report” shall have the meaning set forth in Article II, Section 3(B).

1.17 “Project Financial Plan” shall have the meaning set forth in Article II, Section 2(A)(5)(d).

1.18 “Progress Payment Invoice” shall have the meaning set forth in Article II, Section 3A.

1.19 “Project Schedule” has the meaning set forth in Article II, Section 2(A)(5)(b).

1.20 “Scope of Work” has the meaning set forth in Article II, Section 2(A)(5)(a).

1.21 “Secretary” shall mean the Secretary of the California State Transportation Agency (CalSTA). Unless the context otherwise requires, any reference to the Secretary includes CalSTA and its officers and employees.

1.22 “State” shall mean the State of California.

1.23 “TIRCP Projects” shall mean projects that are selected and funded pursuant to the Transit and Intercity Rail Capital Program.

ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION
Section 1. TIRCP Projects and Project Management

1. TIRCP Projects, pursuant to the Act, are established by CalSTA in accordance with the TIRCP Program Guidelines. Under delegation from CalSTA, the Department will administer the TIRCP Program in accordance with the TIRCP Program Guidelines and best management practices identified in the administration of similar Department grant programs.

2. By this reference, TIRCP Program Guidelines are made an express part of this Agreement and shall apply to each TIRCP Program funded Project as may be amended or updated. Recipient will cause its specific TIRCP mandated Resolution to be attached as part of any TIRCP funded Program Supplement as a City Council 27 – 9 12/17/2024
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condition precedent to the acceptance of GGRF, SB 1, and/or General Funds (upon availability and allocation), for such project.

3. All inquiries during the term of this Agreement and any applicable Program Supplement will be directed to the project representatives identified below:

State’s Project Administrator:

Department of Transportation
Ezequiel Castro
Chief, Capital Southern Branch
Phone: (916) 654-8012
Email: [email protected]
Recipient’s Project Administrator:

City of Santa Ana
Nabil Saba
Executive Director of Public Works
(714) 647-5654
[email protected]
Section 2. Program Supplement
A. General

1. This Agreement shall have no force and effect with respect to the Project unless and until a separate Project specific program supplement hereinafter referred to as “Program Supplement,” adopting all of the terms and conditions of this Agreement has been fully executed by both State and Recipient.

2. Recipient agrees to complete the defined scope of work for the Project, described in the Program Supplement adopting all of the terms and conditions of this Agreement.

3. A financial commitment of actual funds will only occur in each detailed and separate Program Supplement. No funds are obligated by the prior execution of this Agreement alone.

4. Recipient further agrees, as a condition to the release and payment of the funds encumbered for the scope of work described in each Program Supplement, to comply with the terms and conditions of this Agreement and all the agreed-upon special covenants and conditions attached to or made a part of the Program Supplement identifying and defining the nature of that specific scope of work.

5. The Program Supplement shall include a detailed scope of work, which shall include but not be limited to, a Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required in the TIRCP Program Guidelines.

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a. The Scope of Work shall include a detailed description of the Project and will itemize the major tasks and their estimated costs. b. The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration. c. The Overall Funding Plan shall itemize the various Project Components, the committed funding program(s) or source(s), and the matching funds to be provided by Recipient and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right-of-Way (ROW); and Construction (including transit vehicle acquisition)].
d. The Project Financial Plan shall identify estimated expenditures for the Project Component by funding source, provided that for the purposes of this Agreement the State is only monitoring compliance for expenditures for the TIRCP, including but not limited to GGRF, SB 1 and/or General Funds allocated for the Project Component.

6. Adoption and execution of the Program Supplement by Recipient and State, incorporating the terms and conditions of this Agreement into the Program Supplement as though fully set forth therein, shall be sufficient to bind Recipient to these terms and conditions when performing the Project. Unless otherwise expressly delegated to a third-party in a resolution by Recipient’s governing body, which delegation must be expressly assented to and concurred in by State, the Program Supplement shall be managed by Recipient.

7. The estimated cost and scope of the Project will be as described in the applicable Program Supplement. The State shall not participate in any funding for the Project beyond those amounts actually encumbered by the STATE as evidenced in the applicable Program Supplement unless the appropriate steps are followed and approval is granted by the CTC as described below.

8. Upon the stated expiration date of this Agreement, any Program Supplement executed under this Agreement for the Project with obligations yet to be completed pursuant to the approved Project Schedule, deliverables, and reporting requirements shall be deemed to extend the term of this Agreement only to conform to the specific Project termination or completion date, including completion of deliverables and reporting requirements, contemplated by the applicable Program Supplement to allow that uncompleted Project to be administered under the extended terms and conditions of this Agreement.

9. Total project cost includes the cost of a project for all phases (Plans, Specifications, and Estimates (PS&E), Project Approval and Environmental City Council 27 – 11 12/17/2024
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Document (PA&ED) Right-of-Way (ROW), and Construction (CON) including rolling stock) of a Project from start to finish.

B. Project Overrun

1. If Recipient or the State determine, at any time during the performance of the Project, that the Project budget may be exceeded, Recipient shall take the following steps:
a. Notify the designated State representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify potential cost savings or other measures which Recipient will institute to bring the Project Budget into balance; and b. Identify the source of additional Recipient or other third-party funds that can be made available to complete Project. Recipient agrees that the allocation of the GGRF, SB 1 and/or General Funds is subject to the allocation proposed by the CalSTA, submitted by the State, and approved by the CTC.

C. Cost Savings and Project Completion

1. Recipient is encouraged to evaluate design and construction alternatives that would mitigate the costs of delivering the commitments for the Project.

Recipient shall take all steps necessary on a commercially reasonable basis that would generally be taken in accordance with best management practices. In determining cost savings, the Parties shall take into account all avoided costs, including avoided design, material, equipment, labor, construction, testing, acceptance and overhead costs and avoided costs due to time savings, and all the savings in financing costs associated with such avoided costs.

2. If there is an identification and implementation of any CalSTA approved alternative resulting in reduction of the Project costs, the parties agree that the recipient shall provide a prorated share of Project or TIRCP funded Project component cost savings based on the overall project match to the Department no later than 30 days after the submission of the final invoice. Subject to CalSTA’s approval, savings may be used towards another project component or towards increasing project benefits that are consistent with the original project award while maintaining the overall project match referenced in the project award and program supplements.

3. Program supplements will indicate the Project or Component proration of funding match.

4. The Recipient agrees to complete the Project and accepts sole responsibility for the payment of any cost increases. If either the Project or the City Council 27 – 12 12/17/2024
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funded components are not completed, the Recipient shall bear the burden of full TIRCP funds reimbursement to the Department.

D. Scope of Work

1. Recipient shall be responsible for complete performance of the work described in the approved Program Supplement for the Project related to the commitment of encumbered funds. All work shall be accomplished in accordance with the applicable provisions of the Act, Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations.

2. Recipient acknowledges and agrees that Recipient is the sole control and manager of the Project and its subsequent employment, operation, repair and maintenance for the benefit of the public. Recipient shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which the GGRF, SB1, and General Funds are derived, (b) the CTC, (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable Program Supplement, and (f) this Agreement.

3. Recipient acknowledges and agrees that the Recipient is responsible for complying with all reporting requirements established by the TIRCP Guidelines and California Air Resource Board (CARB) Funding Guidelines.

E. Program Supplement Amendments
Program Supplement amendments will be required whenever there are CalSTA or CTC approved actions, including but not limited to, Financial Allocations, Financial Allocation Amendments, Time Extensions and Technical Corrections.

These changes shall be mutually binding upon the Parties only following the execution of a Program Supplement amendment.

Section 3. Allowable Costs and Payments
A. Allowable Costs and Progress Payment Invoice

1. Not more frequently than once a month, Recipient will prepare and submit to State signed Progress Payment Invoice for actual Project costs incurred and paid for by Recipient consistent with the allocation and Scope of Work document in the Program Supplement and State shall pay those uncontested allowable costs once the invoice is reviewed and approved by the Department, subject to CalSTA’s approval. If no costs were incurred during any given quarter, Recipient is exempt from submitting a signed Progress Payment Invoice.

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2. State shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the Project Financial Plan. The State shall hold the right to determine reimbursement availability based on an approved expenditure plan and TIRCP anticipated or actual funding capacity. Each such invoice will report the total of Project expenditures from GGRF, SB 1 and/or General Funds (including those of Recipient and third parties) and will specify the percent of State reimbursement requested and the GGRF, SB 1 and/or General Funds source.

B. Final Invoice
The Program Supplement Last Expenditure Dates(s) refer to the last date for Recipient to incur valid Project costs or credits. Recipient has one hundred and eighty (180) days after that Last Expenditure Date to make already incurred final allowable payments to Project contractors or vendors, prepare the Project Closeout Report, and submit the final invoice to State for reimbursement of allowable Project costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any Project costs.

Recipient expressly waives any right to allowable reimbursements from State pursuant to this Agreement for costs incurred after that termination date and for costs invoiced to Recipient for payment after that one hundred and eightieth (180th) day following the Project Last Expenditure Date.

ARTICLE III – GENERAL PROVISIONS
Section 1. Funding

1. Recipient agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the Program Supplement or any appendices thereto, toward the actual cost of the Project or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater. Recipient shall contribute not less than its required match amount toward the Project cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by Recipient and approved by State as part of a Program Supplement.

Section 2. Audits and Reports
A. Cost Principles

1. Recipient agrees to comply with Title 2 Code of Federal Regulations 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles for State and Local Government, and Audit Requirements for Federal Awards.

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2. Recipient agrees, and will assure that its contractors and subcontractors will be obligated to follow 2 CFR 200 and which shall be used to determine the allowability of individual Project cost items. Every sub-recipient receiving Project funds as a contractor or sub-contractor under this Agreement shall comply with 2 CFR 200.

3. Any Project costs for which Recipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR 200, are subject to repayment by Recipient to State. Should Recipient fail to reimburse moneys due State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, State is authorized to intercept and withhold future payments due to Recipient from State or any thirdparty source whose funding passes through the State, including but not limited to, the State Treasurer, the State Controller and the CTC.

4. The State may terminate the grant for any reason at any time if it is determined by the State, based on an audit under this section, that there has been a violation of any State or federal law or policy by the Recipient during performance under this or any other grant agreement or contract entered into with the State. If the grant is terminated under this section, the Recipient may be required to fully or partially repay funds.

B. Record Retention

1. Recipient agrees, and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line item for the Project. The accounting system of Recipient, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of Recipient, its contractors and subcontractors connected with Project performance under this Agreement and each Program Supplement shall be maintained for a minimum of three (3) years from the date of final payment to Recipient under a Program Supplement and shall be held open to inspection, copying, and audit by representatives of State, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by Recipient, its contractors, and subcontractors upon receipt of any request made by State or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, State will rely to the maximum extent possible on any prior audit of Recipient pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by Recipient’s external and City Council 27 – 15 12/17/2024
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internal auditors may be relied upon and used by State when planning and conducting additional audits.

2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of Recipient’s contracts with third parties pursuant to Government Code section 8546.7, Recipient, Recipient’s contractors and subcontractors, and State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such Agreement and Program Supplement materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to Recipient under any Program Supplement. State, the California State Auditor, or any duly authorized representative of State or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to the Project for audits, examinations, excerpts, and transactions, and Recipient shall furnish copies thereof if requested.

3. Recipient, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by State, for the purpose of any investigation to ascertain compliance with this Agreement and the Act.

C. Reporting Requirements

1. Reporting requirements of Recipient will include whether reported implementation activities are within the scope of the Project Program Supplement and in compliance with State laws, regulations, and administrative requirements.

2. TIRCP Progress Reporting shall be no more frequently than monthly and no less frequently than quarterly at the discretion of the State and shall generally include the following information;
a. Activities and progress made towards implementation of the project during the reporting period and activities anticipated to take place in the next reporting period;
b. Identification of whether the Project is proceeding on schedule and within budget;
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c. Identification of whether the Project Deliverables are proceeding on schedule.
d. Identification of changes to the Project funding plan, milestone schedule, or deliverables completion date;
e. Any actual or anticipated problems which could lead to delays in schedule, increased costs or other difficulties for either the Project or other State funded projects impacted by the Project’s scope of work and the efforts or activities being undertaken to minimize impacts to schedule, cost, or deliverables;

3. CARB Reporting shall be no more frequently than monthly and no less frequently than semiannually at the discretion of CARB and shall include the following information (subject to modification by CARB); a. Identify metrics and benefits achieved for disadvantaged communities, low income communities, and/or low-income households; b. continued reporting following project implementation to identify benefits achieved.
c. Any and all other requirements instituted by CARB.

4. Within one year of the Project or reportable Project components becoming operable, the implementing agency must provide a final delivery report including at a minimum:
a. Scope of completed Project as compared to Programmed Project; b. Performance outcomes derived from the project as compared to outcomes described in the Project application and shall include but not be limited to before and after measurements and estimates for ridership, service levels, greenhouse gas reductions, updated estimated greenhouse gas reductions over the life of the project, benefits to disadvantaged communities, low income communities, and/or low income households, and project cobenefits as well as an explanation of the methodology used to quantify the benefits.
c. Before and after photos documenting the project
d. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP funds spent to benefit disadvantaged communities, low-income communities, and/or low-income households, and
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e. The project duration as compared to the project schedule in the project application.

Section 3. Special Requirements
A. California Transportation Commission Resolutions

1. Recipient shall adhere to applicable CTC policies on “Timely Use of Funds” as stated in Resolution G-06-04, adopted April 26, 2006, addressing the expenditure and reimbursement of GGRF, SB 1 and/or General Funds. These resolutions, and/or successor resolutions in place at the time a Program Supplement is executed, shall be applicable to GGRF, SB 1 and/or General Funds, respectively.

2. Recipient shall be bound to the terms and conditions of this Agreement, the Project application contained in the Program Supplement (as applicable); and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place at the time the Program Supplement is signed (as applicable) and all restrictions, rights, duties and obligations established therein on behalf of State and CTC shall accrue to the benefit of the CTC and shall thereafter be subject to any necessary enforcement action by CTC or State. All terms and conditions stated in the aforesaid CTC Resolutions and CTC-approved Guidelines in place at the time the Program Supplement is signed (if applicable) shall also be considered to be binding provisions of this Agreement.

3. Recipient shall conform to any and all permit and mitigation duties associated with Project as well as all environmental obligations established in CTC Resolution G-91-2 and/or its successors in place at the time a Program Supplement is signed, as applicable, at the expense of Recipient and/or the responsible party and without any further financial contributions or obligations on the part of State unless a separate Program Supplement expressly provides funding for the specific purpose of hazardous materials remediation.

B. Recipient Resolution

1. Recipient has executed this Agreement pursuant to the authorizing Recipient resolution, attached as Appendix B to this Agreement, which empowers Recipient to enter into this Agreement and which may also empower Recipient to enter into all subsequent Program Supplements adopting the provisions of this Agreement.

2. If Recipient or State determines that a separate Resolution is needed for each Program Supplement, Recipient will provide information as to who the authorized designee is to act on behalf of the Recipient to bind Recipient with regard to the terms and conditions of any said Program Supplement or City Council 27 – 18 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 17
amendment and will provide a copy of that additional Resolution to State with the Program Supplement or any amendment to that document.

C. Termination

1. Termination Convenience by State
a. State reserves the right to terminate funding for any Program Supplement, subject to CalSTA approval, upon written notice to Recipient in the event that Recipient fails to proceed with Project work in accordance with the Program Supplement, or otherwise violates the conditions of this Agreement and/or the Program Supplement or the funding allocation such that substantial performance is significantly endangered.
b. No such termination shall become effective if, within thirty (30) days after receipt of a notice of termination, Recipient either cures the default involved or, if not reasonably susceptible of cure within said thirty (30)-day period, Recipient proceeds thereafter to complete the cure in a manner and time line acceptable to State. Any such termination shall be accomplished by delivery to Recipient of a notice of termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the period before the effective termination date, Recipient and State shall meet to attempt to resolve any dispute.
c. Following a fund encumbrance made pursuant to a Program Supplement, if Recipient fails to expend GGRF, SB 1, and/or General Funds monies within the time allowed specified in the Program Supplement, those funds may revert, and be deemed withdrawn and will no longer be available to reimburse Project work unless those funds are specifically made available beyond the end of that Fiscal Year through re-appropriation or other equivalent action of the Legislature and written notice of that action is provided to Recipient by State. d. In the event State terminates a Program Supplement for convenience and not for a default on the part of Recipient as is contemplated in this section, Recipient shall be reimbursed its authorized costs up to State’s proportionate and maximum share of allowable Project costs incurred to the date of Recipient’s receipt of that notice of termination, including any unavoidable costs reasonably and necessarily incurred up to and following that termination date by Recipient to effect such termination following receipt of that termination notice.

City Council 27 – 19 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 18

2. Termination After Recipient’s Obligations Fully Performed Following project completion, and all obligations as defined in the TIRCP Guidelines, CARB Guidelines, and Program Supplement are fully performed, including Project completion of all deliverables and reporting, the Program Supplement shall be terminated. If the Project obligations are not fully performed, as defined under this section, the Recipient may be required to fully or partially repay funds.

D. Third Party Contracting

1. Recipient shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be performed under this Agreement without the prior written approval of State.

Contracts awarded by Recipient, if intended as local match credit, must meet the requirements set forth in this Agreement regarding local match funds.

2. Any subcontract entered into by Recipient as a result of this Agreement shall contain the provisions of ARTICLE III – GENERAL PROVISIONS, Section 2. Audits and Reports and shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subcontractors will be allowable as Project costs only after those costs are incurred and paid for by the subcontractors.

3. In addition to the above, the preaward requirements of third-party contractor/consultants with local transit agencies should be consistent with Local Program Procedures (LPP-00-05).

E. Change in Funds and Terms/Amendments
This Agreement and the resultant Program Supplements may be modified, altered, or revised only with the joint written consent of Recipient and State.

F. Project Ownership

1. Unless expressly provided to the contrary in a Program Supplement, subject to the terms and provisions of this Agreement, Recipient, or a designated subrecipient acceptable to State, as applicable, shall be the sole owner of all improvements and property included in the Project constructed, installed or acquired by Recipient or subrecipient with funding provided to Recipient under this Agreement. Recipient, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the Project dedicated to the public transportation purposes for which Project was initially approved unless Recipient, or subrecipient, as applicable, ceases ownership of City Council 27 – 20 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 19
such Project property; ceases to utilize the Project property for the intended public transportation purposes; or sells or transfers title to or control over Project and State is refunded the Credits due State as provided in paragraph (2) herein below.

2. Project right-of-way, Project facilities constructed or reconstructed on the Project site and/or Project property (including vehicles and vessels) purchased by Recipient (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this Agreement) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the Program Supplement, unless State agrees otherwise in writing. Vehicles acquired as part of Project, including, but not limited to, buses, vans, rail passenger equipment, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this Agreement, will be determined in accordance with standard national transit practices and applicable rules and guidelines, including any extensions of that life cycle achievable by reconstruction, rehabilitation or enhancements. The exceptions to this section are outlined below:
a. Except as otherwise set forth in this Section, State, or any other Stateassignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at State’s sole option, equivalent to the proportionate Project funding participation received by Recipient from State if Recipient, or a sub-recipient, as applicable, (i) ceases to utilize Project for the original intended public transportation purposes or (ii) sells or transfers title to or control over Project. If federal funds (meaning only those federal funds received directly by Recipient and not federal funds derived through or from the State) have contributed to the Project, Recipient shall notify both State and the original federal source of those funds of the disposition of the Project assets or the intended use of those sale or transfer receipts.
b. State shall also be entitled to an acquisition credit for any future purchase or condemnation of all or portions of Project by State or a designated representative or agent of State.
c. The Credit due State will be determined by the ratio of State’s funding when measured against the Recipient’s funding participation (the Ratio). For purposes of this Section, the State’s funding participation includes federal funds derived through or from State. That Ratio is to be applied to the then present fair market value of Project property acquired or constructed as provided in (d) and (e) below.

City Council 27 – 21 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 20
d. For Mass Transit vehicles, this Credit [to be deducted from the then remaining equipment value] shall be equivalent to the percentage of the full extendable vehicle economic life cycle remaining, multiplied by the Ratio of funds provided for that equipment acquisition. For real property, this same funding Ratio shall be applied to the then present fair market value, as determined by State, of the Project property acquired or improved under this Agreement.
e. Such Credit due State as a refund shall not be required if Recipient dedicates the proceeds of such sale or transfer exclusively to a new or replacement State approved public transit purpose, which replacement facility or vehicles will then also be subject to the identical use restrictions for that new public purpose and the Credit ratio due State should that replacement project or those replacement vehicles cease to be used for that intended described preapproved public transit purpose. i. In determining the present fair market value of property for purposes of calculating State’s Credit under this Agreement, any real property portions of the Project site contributed by Recipient shall not be included. In determining State’s proportionate funding participation, State’s contributions to third parties (other than Recipient) shall be included if those contributions are incorporated into the Project.
ii. Once State has received the Credit as provided for above because Recipient, or a sub-recipient, as applicable, has (a) ceased to utilize the Project for the described intended public transportation purpose(s) for which State funding was provided and State has not consented to that cessation of services or (b) sold or transferred title to or control over Project to another party (absent State approval for the continued transit operation of the Project by that successor party under an assignment of Recipient’s duties and obligations), neither Recipient, subrecipient, nor any party to whom Recipient or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this Agreement to continue operation of Project and/or Project facilities for those described public transportation purposes, but may then use Project and/or any of its facilities for any lawful purpose.
iii. To the extent that Recipient operates and maintains Intermodal Transfer Stations as any integral part of Project, Recipient shall maintain each station and all its appurtenances, including, but not limited to, restroom facilities, in good condition and repair in accordance with high standards of cleanliness (Public Utilities Code section 99317.8). Upon request of State, Recipient shall also authorize State-funded bus services to use those stations and appurtenances without any charge to State or the bus operator. This permitted use will include the placement of signs and informational material City Council 27 – 22 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 21
designed to alert the public to the availability of the State-funded bus service (for the purpose of this paragraph, "State-funded bus service" means any bus service funded pursuant to Public Utilities Code section 99316).

G. Disputes
Parties shall develop a mutually agreed upon issue resolution process, as described below, and issues between the Parties are to be resolved in a timely manner. The Parties agree to the following:

1. If the Parties are unable to reach agreement on any particular issue relating to either Parties’ obligations pursuant to this Agreement, the Parties agree to promptly follow the issue resolution process as outlined below:
a. The Department’s project manager and the Recipient’s equivalent may initiate the process of informal dispute resolution by providing the other Party with written notice of a dispute. The written notice shall provide a clear statement of the dispute and shall refer to the specific provisions of this Agreement or Program Supplement that pertain to the dispute. The Department’s project manager and the Recipient’s equivalent shall meet and attempt to resolve the dispute within five days from the written notice. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties.
b. If the dispute is not resolved by the fifth day from the written notice, the Department’s senior project manager and the Recipient’s equivalent shall meet and review the dispute within five days. The Department’s senior project manager and the Recipient’s equivalent manager shall attempt to resolve the dispute within ten days of their initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties.
c. If the dispute is not resolved by the tenth day, the Department’s Director or his designee and the Recipient’s equivalent manager shall meet and review the dispute within five days. The Department’s Director or his designee and the Recipient’s equivalent manager shall attempt to resolve the dispute within ten days of the initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties. If the dispute is not resolved by the tenth day by the Department’s Director or his designee and the Recipient’s equivalent manager, the Parties shall submit the matter to the Secretary of CalSTA for a final administrative determination.

City Council 27 – 23 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 22
H. Hold Harmless and Indemnification

1. Neither State nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Recipient, its agents and contractors under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement or any Program Supplement or as respects environmental clean-up obligations or duties of Recipient relative to Project. It is also understood and agreed that, Recipient shall fully defend, indemnify and hold the CTC and State and their officers and employees harmless from any liability imposed for injury and damages or environmental obligations or duties arising or created by reason of anything done or imposed by operation of law or assumed by, or omitted to be done by Recipient under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement and all Program Supplements.

2. Recipient shall indemnify, defend and hold harmless State, the CTC and the State Treasurer relative to any misuse by Recipient of State funds, Project property, Project generated income or other fiscal acts or omissions of Recipient.

I. Labor Code Compliance
Recipient shall include in all subcontracts awarded using Project funds, when applicable, a clause that requires each subcontractor to comply with California Labor Code requirements that all workers employed on public works aspects of any project (as defined in California Labor Code §§ 1720-1815) be paid not less than the general prevailing wage rates predetermined by the Department of Industrial Relations as effective the date of Contract award by the Recipient.

J. Non-Discrimination Clause

1. In the performance of work under this Agreement, Recipient, its contractor(s) and all subcontractors, shall not unlawfully discriminate, harass or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical condition, age, marital status, family and medical care leave, pregnancy leave, and disability leave. Recipient, its contractor(s) and all subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Recipient, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 City Council 27 – 24 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 23
of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

2. Each of the Recipient’s contractors, subcontractors, and/or subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other labor agreements. The Recipient shall include the non-discrimination and compliance provisions hereof in all contracts and subcontracts to perform work under this Agreement.

3. Should federal funds be constituted as part of Project funding or compensation received by Recipient under a separate Contract during the performance of this Agreement, Recipient shall comply with this Agreement and with all federal mandated contract provisions as set forth in that applicable federal funding agreement.

4. Recipient shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this Agreement.

5. The Recipient shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR 21 (Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964) and 23 CFR Part 200 (Title VI Program and Related Statutes—Implementation and Review Procedures) are made applicable to this Agreement by this reference. Wherever the term “Contractor” appears therein, it shall mean the Recipient.

6. The Recipient shall permit, and shall require that its contractors, subcontractors, and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission or any other agency of the State of California designated by Department to investigate compliance with this Section J.

K. State Fire Marshal Building Standards Code
The State Fire Marshal adopts building standards for fire safety and panic prevention. Such regulations pertain to fire protection design and construction, means of egress and adequacy of exits, installation of fire alarms, and fire extinguishment systems for any State-owned or State-occupied buildings per section 13108 of the Health and Safety Code. When applicable, Recipient shall request that the State Fire Marshal review Project PS&E to ensure Project consistency with State fire protection standards.

City Council 27 – 25 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 24
L. Americans with Disabilities Act
By signing this Master Agreement, Recipient assures State that Recipient shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.).

M. Access for Persons with Disabilities
Disabled access review by the Department of General Services (Division of the State Architect) is required for all publicly funded construction of buildings, structures, sidewalks, curbs and related facilities. Recipient will award no construction contract unless Recipient’s plans and specifications for such facilities conform to the provisions of sections 4450 and 4454 of the California Government Code, if applicable. Further requirements and guidance are provided in Title 24 of the California Code of Regulations.

N. Disabled Veterans Program Requirements

1. Should Military and Veterans Code sections 999 et seq. be applicable to Recipient, Recipient will meet, or make good faith efforts to meet, the 3% Disabled Veterans Business Enterprises goals (or Recipient’s applicable higher goals) in the award of every contract for Project work to be performed under these this Agreement.

2. Recipient shall have the sole duty and authority under this Agreement and each Program Supplement to determine whether these referenced code sections are applicable to Recipient and, if so, whether good faith efforts asserted by those contractors of Recipient were sufficient as outlined in Military and Veterans Code sections 999 et seq.

O. Environmental Process
Completion of the Project environmental process (“clearance”) by Recipient (and/or State if it affects a State facility within the meaning of the applicable statutes) is required prior to requesting Project funds for right-of-way purchase or construction. No State agency may request funds nor shall any State agency, board or commission authorize expenditures of funds for any Project effort, except for feasibility or planning studies, which may have a significant effect on the environment unless such a request is accompanied with all appropriate documentation of compliance with or exemption from the California Environmental Quality Act (CEQA) (including, if as appropriate, an environmental impact report, negative declaration, or notice of exemption) under California Public Resources Code section 21080(b) (10), (11), and (12) provides an City Council 27 – 26 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 25
exemption for a passenger rail project that institutes or increases passenger or commuter services on rail or highway rights-of-way already in use.

P. Force Majeure
Each party will be excused from performance of its obligations where such nonperformance is caused by any extraordinary event beyond its reasonable control, such as any non-appealable order, rule or regulation of any federal or state governmental body, fire, flood, earthquake, storm, hurricane or other natural disaster, epidemic, pandemic, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption, provided that the party excused hereunder shall use all reasonable efforts to minimize its non-performance and to overcome, remedy or remove such event in the shortest practical time.

Should a force majeure event occur which renders it impossible for a period of forty-five (45) or more consecutive days for either party to perform its obligations hereunder, the Parties agree to negotiate in good faith to amend the existing Master Agreement or Supplemental Agreement to deal with such event and to seek additional sources of funding to continue the operation of the Service.

ARTICLE IV – MISCELLANEOUS PROVISIONS
Section 1. Miscellaneous Provisions
A. Successor Acts
All statutes cited herein shall be deemed to include amendments to and successor statutes to the cited statues as they presently exist.

B. Successor and Assigns to the Parties
Neither this Agreement nor any right, duty or obligation hereunder may be assigned, transferred, hypothecated or pledged by any party without the express written consent of the other party; provided, that unless otherwise expressly required herein, a party shall not be obligated to obtain the written consent of the other party with respect to any contract related to the Service for the provision of goods and/or services to the contracting party in the ordinary course of business.

City Council 27 – 27 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 26
C. Notice
Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such other addresses as may be specified in writing and given to the other party in accordance herewith.

If given to the Department:

State of California
Department of Transportation
Division of Local Assistance
P.O. Box 942874
Sacramento, CA 994274-0001
Attention: Division of Local Assistance, TIRCP Contract Manager, Mail Stop 39 with a copy to:

California State Transportation Agency
915 Capitol Mall Suite 350 B
Sacramento, CA 95814
If given to the Recipient:

City of Santa Ana
20 Civic Center Plaza, M-36
Santa Ana, 92701
Attention: Nabil Saba, Executive Director of Public Works D. Amendment
This Agreement may not be changed, modified, or amended except in writing, signed by the parties hereto, and approved in advance in writing by the Secretary, and any attempt at oral modification of this Agreement shall be void and of no effect.

E. Representation and Warranties of the Parties

1. Recipient hereby represents and warrants to the Department that:

City Council 27 – 28 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 27
a. Recipient is in good standing under applicable law, with all requisite power and authority to carry on the activities for which it has been organized and proposed to be conducted pursuant to this Agreement.
b. Recipient has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such entity, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreement have been duly and validly executed and delivered by such entity and constitute valid and binding obligations of such entity, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

2. The Department does hereby represent and warrant with respect to each provision of this Agreement to the Recipient that:
a. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. b. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreement have been duly and validly executed and delivered by it and constitute valid and binding obligations, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to City Council 27 – 29 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 28
equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which the Recipient is a party; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

F. Construction, Number, Gender and Captions
The Agreement have been executed in the State of California and shall be construed according to the law of said State. Numbers and gender as used therein shall be construed to include that number and/or gender which is appropriate in the context of the text in which either is included. Captions are included therein for the purposes of ease of reading and identification. Neither gender, number nor captions used therein shall be construed to alter the plain meaning of the text in which any or all of them appear.

G. Complete Agreement
This Agreement, including Appendices, constitutes the full and complete agreement of the parties, superseding and incorporating all prior oral and written agreements relating to the subject matter of this Agreement. All attached Appendices A and B are hereby incorporated and made an integral part of this Agreement by this reference.

H. Partial Invalidity
If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other part of this Agreement and the remaining parts of this Agreement shall be enforced as if such invalid, illegal or unenforceable part were not contained herein.

I. Conflicts
To the extent that any provision of or requirement of this Agreement may conflict with a provision or requirement of any other agreement between the parties hereto, or between a party hereto and any other party, which is attached to this Agreement as an appendix, the priority of agreements shall be employed to resolve such conflict. In the event of a conflict, the Master Agreement controls the Program Supplement and any further Amendments.

City Council 27 – 30 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 29
J. Counterparts
This Agreement may be executed in one or more counterparts and may include multiple signature pages, all of which shall be deemed to be one instrument.

Copies of this Agreement may be used in lieu of the original.

K. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORATION

CITY OF SANTA ANA
BY: ______________________________ BY: ____________________________ Ann Fox
Acting Deputy Director, Planning
and Modal Programs
Alvaro Nunez
City Manager
DATE: ______________________________ DATE: ____________________________

APPROVED AS TO FORM AND PROCEDURE

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
BY: _____________________________
Deputy Attorney
DATE: _____________________________
City Council 27 – 31 12/17/2024
Agency Name
Master Agreement No. 64SantaAnaMA
Revised as of 9/12/2024 Page 30
ATTEST: CITY OF SANTA ANA
_________________________________ _________________________________ Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CAVALHO
City Attorney
By: ______________________________

JONATHAN MARTINEZ
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
_________________________________
NABIL SABA, P.E.

Executive Director
Public Works
Nabil Saba Digitally signed by Nabil Saba
Date: 2024.11.27 09:22:39
-08'00'
City Council 27 – 32 12/17/2024
City of Santa Ana
Master Agreement No. 64SantaAnaMA
Revised as of 9/22/20 Page 31

APPENDIX A

TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION
(INSERT GUIDELINES AND DEPARTMENT DELEGATION)
City Council 27 – 33 12/17/2024
City of Santa Ana
Master Agreement No. 64SantaAnaMA
Revised as of 9/22/20 Page 32

APPENDIX B
RECIPIENT’S RESOLUTION
(INSERT AGENCY BOARD RESOLUTION)
City Council 27 – 34 12/17/2024
EXHIBIT 2
RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA

AUTHORIZING THE EXECUTIVE DIRECTOR OF PUBLIC WORKS

AGENCY TO EXECUTE ALL PROGRAM SUPPLEMENT

AGREEMENTS REQUIRED BY THE TRANSIT AND INTERCITY RAIL
CAPITAL PROGRAM (TIRCP) MASTER AGREEMENT NO.
64SANTAANAMA FOR TIRCP-FUNDED PROJECTS BETWEEN THE

CITY OF SANTA ANA AND THE STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
WHEREAS, the City of Santa Ana may receive TIRCP funding from the California Department of Transportation (“Department”) now or sometime in the future for transit projects; and
WHEREAS, substantial revisions were made to the programming and funding process for the transportation projects programmed in the State Transportation Improvement Program by Chapter 622 (SB 45) of the Statutes of 1997; and WHEREAS, the statutes related to TIRCP-Funded Projects require a local or regional implementing agency to execute an agreement with the Department before it can be reimbursed for project expenditures; and
WHEREAS, the Department utilizes Master Agreements for TIRCP-Funded Projects, along with associated Program Supplements, for the purpose of administering and reimbursing TIRCP funds to local agencies; and
WHEREAS, the City wishes to delegate authorization to execute the Program Supplements and any amendments thereto to the Executive Director of Public Works, or his or her designee.

WHEREAS, the Recipient is empowered to enter into this Agreement and which may also empower Recipient to enter into all subsequent Program Supplements adopting the provisions of this Agreement.

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

Section 1. The Executive Director of Public Works, or his or her designee, is hereby authorized to execute all Program Supplements for TIRCP-Funded Projects, and any Amendments thereto, with the California Department of Transportation.

Resolution No. 2024-XXX

Page 1 of 2 ends

Santa Ana City CouncilDecember 17, 2024

Santa Ana City Council
December 17, 2024