Resolution No. 2025-XXX
RESOLUTION NO. 2025-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA ESTABLISHING A CONFLICT-OF-INTEREST
POLICY COVERING DESIGN-BUILD AND
CONSTRUCTION MANAGER AT RISK PROJECT
WHEREAS, The City of Santa Ana ("City") is authorized by its Charter and Ordinance No. NS-2502 to utilize the design-build and construction manager at risk project delivery methods for public works construction projects; and WHEREAS, While the City is a charter city and not subject to Section 22162(c) of the Public Contract Code, which would otherwise require the City to adopt a standard organizational conflict-of-interest policy applicable to design-build projects as a condition of utilizing the design-build project delivery method, adopting such a conflict-of-interest policy promotes good government and sound contracting principles; and WHEREAS, It is also in the public interest to adopt a conflict-of-interest policy for construction manager at risk projects.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:
Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
Section 2. Conflict-of-Interest Policy. Consistent with Public Contract Code Section 22162(c), the City hereby adopts the "City of Santa Ana Conflict-of-Interest Policy Covering Design-Build and Construction Manager at Risk Projects" attached hereto as Exhibit A and incorporated herein by this reference.
Section 3. 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 ___________________, 2025.
Valerie Amezcua
Mayor
EXHIBIT 1
Resolution No. 2024-XXX
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 _
Resolution No. 2025-XXX
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby certify the attached Resolution No. 2025- ____ to be the original resolution adopted by the City Council of the City of Santa Ana on _____________________, 2025.
Date:
City Clerk
City of Santa Ana
Resolution of conflict-of-interest issues is ultimately at the sole discretion of the City. The City rese rves the right to cancel or amend the resulting contract(s) if a successful Proposer failed to disclose a potential conflict , which it knew or should have known about, or if a Proposer provided information in response to an inquiry from the City that is false or misleading .
After award, conflict-of-interest guidelines and policy shall continue to be monitored and enforced. If an organizational conflict of interest is discovered after award, the Proposer must make an immediate and full written disclosure to the City that includes a description of the action that the Proposer has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist and the Proposer was aware of the organizational conflict of interest prior to award of the contract and failed to disclose it, the City may terminate the contract with the Proposer for material breach. If the Proposer is terminated, the City assumes no obligation, responsibility, or liability to reimburse all or part of the costs incurred or alleged to have been incurred by the Proposer.
III. Polic
y
The following approach to conflicts of interest will apply to City procurements relating to City design-build and CMAR projects:
1. Grounds for Disqualification of Proposer
A Consultant or other firm , or individual, will not be allowed to act as a Proposer or to join a design-build or CMAR team for a project i f, without limitation, any of the following is true:
a) The Consultant is the City's designated owner advisor for the project. b) The Consultant has performed services relating to the project either as
a prime contractor to the City or as a subconsultant or subcontractor.
c) The Consultant has assisted the City in managing or is a ssisting in the management
of the design-build project, including the
preparation of the Request for Qualifications ("RFQ") and/or Request for Proposals ("RFP")
language or evaluation criteria.
d) The Consultant has performed preliminary design services for the project, in
cluding, but not limit ed to, facility layouts , treatment s election, process de
sign selection, preliminary process design, geometric layouts, bridge-type
selection, and preliminary bridge design.
e) The Consultant performed work relating to the project for ot her p
roject stakeholders.
f) The Consultant has performed work on a previous contract t hat specifically
excludes them from participating as a Proposer or joining a design-build or CMAR team on the project.
g) The Consultant is under contract with any other entity or stakeholder
to perform oversight on the project.
h) The City determines that other potential conflicts of interest not mentioned
above exist for the firm or individual (e.g., employee
changing companies, merger/acquisitions of
firms, property ownership,
business arrangements, financial in
terest) that cannot be mitigated so
as to avoid
the conflict.
Notwithstanding
the foregoing, the City may permit a Consultant to
participate on a Proposer team if the Consultant's contract to perform work described above has concluded and the City determines, in its sole discretion, that it does not give rise to an organizational conflict of interest.
This exception does not apply to Consultants described in items (a), (c), (f) or (g) above.
Proposers should be aware that a conflict of interest may also exist where a Consultant has provided services as described above on a related project (for example, a separate project that is part of the same program) . This may be due to overlapping limits, interfaces or coordination efforts between the projects, or because the Consultant provided general services to the City. Under such circumstances, a Proposer must obtain permission under Section 2 in order to include the Consultant on its team .
2. Requirements for Proposers With Potential Conflicts of Interest A Proposer who may have potential conflicts of interest in relation to a project, or who wishes to include a member on its team who may have potential conflicts of interest, must:
a) Conform to applicable federal and state conflict-of-interest rules and regulations including without limitation
, the California Political
Reform
Act, the California Government Code§ 1090 et seq., the federal Copeland "Anti- Kickback" Act
and federal conflict-of-interest rules set
forth
in federal funding agency's administrative grants and cooperative agreement regulations. Federal co
nflict-of-interest rules and
regulations
shall only apply where the project receives federal funding. b) Disclose all relevant facts relating to past, present or planned interest(s) of the Proposer's team (including the Proposer, Proposer's proposed co
nsultants, contractors, subconsultants and/or subcontractor s and their respective chief
executives, directors and key personnel) which
may result or could be viewed as an organizational conflict of interest in connection with the design-build or CMAR procurement, including present or planned contractual or employment relationships with any current employee of the City .
c) Disclose, in the statement of qualifications or proposal, as ap plicable, all of the
work performed in relation to the project being procured under the
RFQ and RFP.
d) Provide all records of the work performed in relation to the project to
the City so that relevant information can be evaluated and ma de available to
all potential design-build teams, if necessary.
e) Ensure that the Proposer's or its team member's contract with any entity
to perform services related to the project has expired or has be en terminated.
f) Identify proposed remedial measures to mitigate any potential c
onflicts identified.
3. City Determination Regarding Conflicts of Interest
Upon review of the information provided by the Proposer as described above, the City Manager will determine, in his or her sole discretion, if the Proposer has an organizational conflict of interest. Decisions of the City Manager regarding organizational conflicts of interest may be appealed to the City Council. The decision of the City Council shall be final with respect to the disposition of the organizational conflict of interest and is non-appealable .
4. Construction Inspection Services
The successful Proposer or firms affiliated with the successful Proposer are prohibited from competing on any agreement to provide construction inspection services for the project. An affiliated firm is one which is subject to the control of the same persons, though joint ownership or otherwise. No subconsultants who provided design services in connection with the project shall be eligible to compete for any agreement to provide construction inspection services for the project.
Notes -- The foregoing is provided by way of example, and shall not constitute a limitation on the obligations of the Proposer in relation to organizational conflicts of interest.