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HomeMy WebLinkAboutDraft Agenda Packet - 07-24-18 CC HA AgendaAGENDA OF AN ADJOURNED REGULAR MEETING - NATIONAL CITY CITY COUNCIL/COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OFTHE CITY OF NATIONAL CITY CALIFORNIA NATIONAL C111 INCORPORATED RON MORRISON Mayor ALBERT MENDIVIL Vice Mayor JERRY CANO Councilmember MONA RIOS Councilmember ALEJANDRA SOTELO-SOLIS Councilmember 1243 National City Blvd. National City 619-336-4240 Meeting agendas and minutes available on web WWW.NATIONALCITYCA. GOV COUNCIL CHAMBERS CIVIC CENTER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CALIFORNIA TUESDAY, JULY 24, 2018 — 6:00 PM ORDER OF BUSINESS: Public sessions of all Regular Meetings of the City Council / Community Development Commission - Housing Authority (hereafter referred to as Elected Body) begin at 6:00 p.m. on the first and third Tuesday of each month. Public Hearings begin at 6:00 p.m. unless otherwise noted. Closed Sessions begin at 5:00 p.m. or such other time as noted. If a workshop is scheduled, the subject and time of the workshop will appear on the agenda. The Mayor and Council members also sit as the Chairperson and Members of the Board of the Community Development Commission (CDC). REPORTS: All open session agenda items and reports as well as all documents and writings distributed to the Elected Body less than 72 hours prior to the meeting, are available for review at the entry to the Council Chambers. Regular Meetings of the Elected Body are webcast and archived on the City's website www.nationalcityca.gov. PUBLIC COMMENTS: Prior to the Business portion of the agenda, the Elected Body will receive public comments regarding any matters within the jurisdiction of the City and/or the Community Development Commission. Members of the public may also address any item on the agenda at the time the item is considered by the Elected Body. Persons who wish to address the Elected Body are requested to fill out a "Request to Speak" form available at the entrance to the City Council Chambers, and turn in the completed form to the City Clerk. The Mayor or Chairperson will separately call for testimony of those persons who have turned in a "Request to Speak" form. If you wish to speak, please step to the podium at the appropriate time and state your name and address (optional) for the record. The time limit established for public testimony is three minutes per speaker unless a different time limit is announced. Speakers are encouraged to be brief. The Mayor or Chairperson may limit the length of comments due to the number of persons wishing to speak or if comments become repetitious or irrelevant. WRITTEN AGENDA: With limited exceptions, the Elected Body may take action only upon items appearing on the written agenda. Items not appearing on the agenda must be brought back on a subsequent agenda unless they are of a demonstrated emergency or urgent nature, and the need to take action on such items arose after the agenda was posted. CONSENT CALENDAR: Consent calendar items involve matters which are of a routine or noncontroversial nature. All consent items are adopted by approval of a single motion by the City Council. Prior to such approval, any item may be removed from the consent portion of 1 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 2 the agenda and separately considered, upon request of a Councilmember, a staff member, or a member of the public. Upon request, this agenda can be made available in appropriate alternative formats to persons with a disability in compliance with the Americans with Disabilities Act. Please contact the City Clerk's Office at (619) 336-4228 to request a disability -related modification or accommodation. Notification 24-hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. Spanish audio interpretation is provided during Elected Body Meetings. Audio headphones are available in the lobby at the beginning of the meeting. Audio interpretacian en espanol se proporciona durante sesiones del Consejo Municipal. Los audiofonos estan disponibles en el pasillo al principio de la junta. COUNCIL REQUESTS THAT ALL CELL PHONES AND PAGERS BE TURNED OFF DURING CITY COUNCIL MEETINGS. 2 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 3 OPEN TO THE PUBLIC A. CITY COUNCIL CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE TO THE FLAG PUBLIC COMMENTS (THREE -MINUTE TIME LIMIT) PROCLAMATIONS 1. Alzheimer's and Brain Awareness Month 2. NaFFAA San Diego/Imperial Region Filipino -American Friendship Day AWARDS AND RECOGNITIONS PRESENTATIONS 3. Introduction of New Employee Ray Stryker, Housing Specialist. (Housing & Economic Development) INTERVIEWS / APPOINTMENTS CONSENT CALENDAR 4. Motion of the City Council of the City of National City approving the waiving of the reading of the text of the Ordinances considered at this meeting and providing that such Ordinances shall be introduced and/or adopted after a reading of the title only. (City Clerk) 5. Resolution of the City Council of the City of National City 1) authorizing the Chief of Police to sign a Memorandum of Understanding with the Federal Bureau of Investigation (FBI) to participate in operations with the Human Trafficking and Child Exploitation Task Force (HTCETF), 2) authorizing the acceptance of funds, and 3) authorizing the establishment of an appropriation and corresponding revenue budget for overtime up to the amount of $18,042 per fiscal year. The HTCETF conducts criminal investigations to identify and target criminals who engage in sex trafficking, forced labor trafficking, domestic servitude and to rescue child victims; to reduce the vulnerability of children to sexual exploitation and abuse. (Police) 3 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 4 6. Resolution of the City Council of the City of National City 1) authorizing the acceptance of a grant award in the amount of $100,000 from the Office of Traffic Safety (OTS) for the Selective Traffic Enforcement Program (STEP) grant 2019 to conduct DUI and traffic related enforcement operations for the Police Department 2) authorizing the Chief of Police to execute the Agreement of the award of the grant funds and 3) authorizing the establishment of fund appropriations and corresponding revenue budget. (Police) 7. Resolution of the City Council of the City of National City authorizing the Mayor to sign the First Amendment to the Agreement by and between the City of San Diego and City of National City to extend the term of the Agreement for one additional year, from July 1, 2018 through June 30, 2019, to provide fire and emergency medical dispatch services. (Fire) 8. Resolution of the City Council of the City of National City waiving the formal bid process pursuant to Municipal Code section 2.60.260 for the purchase of a Pierce Arrow XT pumper, and authorizing the City to piggyback the City of Los Angeles Supply Contract 59710 — Amendment 1 with Pierce Manufacturing, Inc., that establishes a per unit cost of $717,809.00 to purchase the pumper at a discounted unit cost of $689,463.14 with equipment options totaling $11,858.07 for the National City Fire Department for a grand total of $701,321.21 using the Vehicle Replacement Fund. (Fire) 9. Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback 1) the State of California Department of General Services Contract #1-18-23-14B to award the purchase and build -out of six (6) fully equipped police patrol vehicles to Folsom Lake Ford in an amount not to exceed $363,109.38; 2) the County of San Diego Department of Purchasing and Contracting Contract #550743 to award the purchase of police radios for the new patrol vehicles to the Regional Communications System (RCS) vendor, Motorola Solutions, Inc., in an amount not to exceed $27,729.91. (Engineering/Public Works) 10. Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback the National Joint Powers Alliance Contract #120716-NAF to award the purchase and build -out of two (2) 2019 Ford Transit Connect Vans (S7E) XL LWB to National Auto Fleet Group in an amount not to exceed $58,506.68 for the Engineering and Public Works Facilities Maintenance Division. (Engineering/Public Works) 4 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 5 11. Resolution of the City Council of the City of National City authorizing to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard (TSC No. 2018-12). (Engineering/Public Works) 12. Resolution of the City Council of the City of National City authorizing to install Stop Control sign at various intersections within the neighborhood bounded by E. 1st Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D" Avenue to the west (TSC No. 2018-13). (Engineering/Public Works) 13. Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the residence located at 1039 D Avenue (TSC No. 2018-14). (Engineering/Public Works) 14. Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the building located at 1900 Wilson Avenue (TSC No. 2018-15). (Engineering/Public Works) 15. Temporary Use Permit — Pumpkin Station hosted by Pinery Christmas Trees, Inc. at Westfield Plaza Bonita Mall from September 28, 2018 thru October 31, 2018 with no waiver of fees. (Neighborhood Services) PUBLIC HEARINGS 16. Public Hearing and adoption of an Ordinance of the City Council of the City of National City amending National City Municipal Code Title 13, Section 13.22.060, Subsection "A" pertaining to public improvement requirements for single building permits. (Engineering/Public Works) ORDINANCES FOR INTRODUCTION ORDINANCES FOR ADOPTION NON CONSENT RESOLUTIONS 17. Resolution of the City Council of the City of National City calling and giving notice of the holding of a General Municipal Election to be held on Tuesday, November 6, 2018, for the purpose of submission of a ballot measure to the voters as required by the provisions of the laws of the State of California relating to general law cities. (City Clerk) 18. Resolution of the City Council of the City of National City ordering the submission of a measure to the qualified voters of the City of National City at the General Municipal Election to be held on November 6, 2018, relating to approval of an Ordinance establishing a program of residential rent control, including creation of an independent rent board, and including 5 of 338 CC/CDC-HA Agenda 7/24/2018 - Page 6 just cause for eviction protections and rent stabilization provisions. (City Clerk) 19. Resolution of the City Council of the City of National City requesting the Board of Supervisors of the County of San Diego to consolidate a General Municipal Election to be held on November 6, 2018 with the Statewide General Election to be held on that date pursuant to Section 10403 of the Elections Code. (City Clerk) 20. Resolution of the City Council of the City of National City authorizing the filing of an impartial analysis and written arguments relating to a measure to approve an Ordinance establishing a program of residential rent control, including creation of an independent rent board, and including just cause for eviction protections and rent stabilization provisions. (City Clerk) NEW BUSINESS 21. Results of Investigations by Lozano Smith, Attorneys at Law. (City Attorney) 22. City Council discussion and direction on draft City Council Policy #119 - Code of Ethics and Conduct for Elected Officials, Council Appointed Officials, and Members of City Boards and Commissions". (City Manager) B. COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY PUBLIC HEARINGS- HOUSING AUTHORITY CONSENT RESOLUTIONS- HOUSING AUTHORITY 23. Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute a Subordination Agreement with Wilmington Trust National Association, subordinating the Project Deed of Trust that secures the Declaration of Covenants, Conditions and Restrictions (Tenant Restrictions) on Summercrest Apartments located at 2721 Plaza Boulevard in National City. (Housing & Economic Development) NON CONSENT RESOLUTIONS- HOUSING AUTHORITY NEW BUSINESS- HOUSING AUTHORITY C. REPORTS STAFF REPORTS 24. Report to the City Council of the City of National City on the status of finalizing Maintenance and Operating Agreements with the National City 6 of 338 CC/CDC-HA Agenda 7/24/2018 - Page 7 Historical Society, National City Living History Farm Preserve, Inc. and the San Diego Electric Railway Association, Inc. for consideration by the City Council. (Housing & Economic Development) MAYOR AND CITY COUNCIL CLOSED SESSION REPORT ADJOURNMENT Regular Meeting of the City Council and Community Development Commission - Housing Authority of the City of National City - Tuesday - September 4, 2018 - 6:00 p.m. - Council Chambers - National City, California. City Council Legislative Recess: August 7, 2018 - City Council Meeting - Dispensed With August 21, 2018 - City Council Meeting - Dispensed With 7 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 8 The following page(s) contain the backup material for Agenda Item: Alzheimer's and Brain Awareness Month 8 of 338 Item # 07/24/18 ALZHEIMER'S AND BRAIN AWARENESS MONTH Proclamation Forthcoming 9 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 10 The following page(s) contain the backup material for Agenda Item: NaFFAA San Diego/Imperial Region Filipino -American Friendship Day 10 of 338 Item # 07/24/18 NaFFAA San Diego/Imperial Region Filipino -American Friendship Day Proclamation Forthcoming 11 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 12 The following page(s) contain the backup material for Agenda Item: Introduction of New Employee Ray Stryker, Housing Specialist. (Housing & Economic Development) 12 of 338 Item # 07/24/18 Introduction of New Employee Ray Stryker, Housing Specialist (Housing and Economic Development) 13 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 14 The following page(s) contain the backup material for Agenda Item: Motion of the City Council of the City of National City approving the waiving of the reading of the text of the Ordinances considered at this meeting and providing that such Ordinances shall be introduced and/or adopted after a reading of the title only. (City Clerk) 14 of 338 CALIFORNIA — NAT'I.ON1AL CI EAT To: From: Subject: INCORPORATED OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk Honorable Mayor and Council Michael R. Dalla, City Clerk Ordinance Introduction and Adoption It is recommended that the City Council approve the following motion as part of the Consent Calendar. "That the City Council waive reading of the text of all Ordinances considered at this meeting and provide that such Ordinances shall be introduced and/or adopted after a reading of only the title." 15 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 16 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City 1) authorizing the Chief of Police to sign a Memorandum of Understanding with the Federal Bureau of Investigation (FBI) to participate in operations with the Human Trafficking and Child Exploitat 16 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018. AGENDA ITEM NO. ITEM TITLE: (Resolution of the City Council of the City of National City 1) authorizing the Chief of Police to sign a Memorandum of Understanding with the Federal Bureau of investigation (FBI) to participate in operations with the Human Trafficking and Child Exploitation Task Force (HTCETF), 2) authorizing the acceptance of funds, and 3) authorizing the establishment of an appropriation and corresponding revenue budget for overtime up to the amount of $18,042 per fiscal year. The HTCETF conducts criminal investigations to identify and target criminals who engage in sex trafficking, forced labor trafficking, domestic servitude and to rescue child victims; to reduce the vulnerability of children to sexual exploitation and abuse. PREPARED BY: Greg Seward, Lieutenant PHONE: Ext. 4538 EXPLANATION: If the Resolution is approved by the City Council, it will allow the Chief of Police to sign a Mem• . ndu of ► nderstanding with the FBI to have a National City Police Officer participate in operations with the Human Traffic ng a • : Ch. • Exploitation Task Force (HTCETF). The HTCETF conducts criminal investigations to identify and target cri als who engage in sex trafficking, forced labor trafficking, domestic servitude and to rescue child victims; to reduce the ulnerability of children to sexual exploitation and abuse. In addition, the HTCETF will enhance the effectiveness of the federal/state/local law enforcement resources through well -coordinated information sharing/investigative/prosecutorial avenues. The MOU will allow our Human Trafficking Task Force (HTTF) Officer to participate in joint operations with HTCETF. By participating in these operations, the HTCETF may reimburse NCPD for overtime expended on these federal criminal prosecutions. For the purposes of the MOU, each participating agency is responsible for providing its respective personnel to participate in operations to the HTCETF with salaries, benefits and overtime. Overtime will be reimbursed by HTCETF for qualifying cases up to the amount of $18,042 per year as set forth by the Salary /Overtime Compensation section. In furtherance, the assigned Investigator may be provided the use of a FBI owned/leased vehicle. The duration of the MOU is ongoing, contingent to funding for the program. DEPARTMENT: Police APPROVED BY: FINANCIAL STATEMENT: APPROVED. ACCOUNT NO. APPROVED: iRevenue: 290-11667-3498 (Other Federal Grants) $18,042 Expense: 290-411-667-1* (Personnel) $18,042 No net financial impact. Revenues off -set expenses. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Approve Resolution. BOARD 1 COMMISSION RECOMMENDATION: ATTACHMENTS: FBI MOU Resolution 17 of 338 FOR OFFICIAL USE ONLY 1 FEDERAL BUREAU OF INVESTIGATION HUMAN TRAFFICKING AND CHILD EXPLOITATION TASK FORCE MEMORANDUM OF UNDERSTANDING PARTIES 1. This Memorandum of Understanding (MOU) is entered into by and between the Federal Bureau of Investigation (FBI) and the City of National City, National City Police Department. Nothing in this MOU should be construed as limiting or impeding the basic spirit of cooperation which exists between these agencies. AUTHORITIES 2. Authority for the FBI to enter into this agreement can be found at Title 28, United States Code (U.S.C.), Section (§) 533; 42 U.S.C. § 3771; Title 28, Code of Federal Regulations (C.F.R.), § 0.85; and applicable United States Attorney General's Guidelines. PURPOSE 3. The purpose of this MOU is to delineate the responsibilities of Human Trafficking and Child Exploitation Task Force (HTCETF) personnel formalize relationships between participating agencies for policy guidance, planning, training, public and media relations; and maximize inter- agency cooperation. This MOU is not intended, and should not be construed, to create any right or benefit, substantive or procedural, enforceable at law or otherwise by any third party against the parties, the United States, or the officers, employees, agents, or other associated personnel thereof.) MISSION 4. The mission of the Human Trafficking and Child Exploitation Task Force (HTCETF) is to provide a rapid and intelligence -driven investigative response to sex trafficking; forced labor trafficking; domestic servitude; the victimization of children and other crimes against children within the FBI's jurisdiction; to identify and rescue child victims; to reduce the vulnerability of children to sexual exploitation and abuse; to reduce the negative impact of domestic and international parental rights disputes; and to strengthen the capabilities of the FBI and federal, state, local, and international law enforcement through training, intelligence -sharing, technical support, and investigative assistance. 5. The defined priority threats that are aligned with the mission of the HTCETF are: A. Human Trafficking i. Recruitment, harboring, transportation, provision, or obtaining of a person for labor or commercial sexual services B. Child Abductions i. Non -ransom child abductions ii. Domestic parental kidnapping C. Sexual Exploitation of Children Enterprises i. Domestic Child Sex Trafficking FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 18 of 338 FOR OFFICIAL USE ONLY 2 ii. Online Networks and Enterprises D. Contact Offenses Against Children i. Domestic travel with intent to engage in illegal sexual activity with a minor ii. Child Sex Tourism — travel abroad to engage in commercial sexual exploitation of a child under the age of 18 iii. Production of Child Pornography iv. Coercion/enticement of a minor E. Trafficking of Child Pornography i. Mass Distribution of Child Pornography ii. Possession of Child Pornography F. International Parental Kidnapping G. Other Crimes Against Children i. All other crimes against children violations within the FBI's jurisdiction should be investigated in accordance with available resources. SUPERVISION AND CONTROL A. Supervision 6. Overall management of the task force shall be the shared responsibility of the participating agency heads and/or their designees. 7. The Special Agent in Charge (SAC) of the San Diego Division shall designate one Supervisory Special Agent (HTCETF Supervisor) to supervise the HTCETF. The HTCETF Supervisor may designate a Special Agent to serve as the Task Force Coordinator (Task Force Coordinator). Either the HTCETF Supervisor or the Task Force Coordinator shall oversee day-to-day operational and investigative matters pertaining to the HTCETF. 8. Conduct undertaken outside the scope of an individual's HTCETF duties and assignments under this MOU shall not fall within the oversight responsibility of the HTCETF Supervisor or Task Force Coordinator. As stated in paragraph 74, below, neither the United States nor the FBI shall be responsible for such conduct. 9. HTCETF personnel will report to his or her respective agency for personnel and administrative matters. Each participating agency shall be responsible for the pay, overtime, leave, performance appraisals, and other personnel matters relating to its employees detailed to the HTCETF. The FBI and the participating agency may provide for overtime reimbursement by the FBI by separate written agreement. 10. All FBI personnel will adhere to the FBI's ethical standards, including Department of Justice (DOJ)/FBI regulations relating to outside employment and prepublication review matters, and will remain subject to the Supplemental Standards of Ethical conduct for employees of the DOJ. 11. All HTCETF personnel, which includes Task Force Officers, Task Force Members, and Task Force Participants, must adhere to the applicable U.S. Attorney General's Guidelines and Domestic Operations Investigative Guidelines (DIOG). 12. HTCETF personnel will continue to report to their respective agency heads for non -investigative administrative matters not detailed in this MOU. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 19 of 338 FOR OFFICIAL USE ONLY 3 13. Continued assignment of personnel to the HTCETF will be based on performance and at the discretion of appropriate management. The FBI SAC and HTCETF Supervisor will also retain discretion to remove any individual from the HTCETF. B. Case Assignments 14. The FBI HTCETF Supervisor will be responsible for opening, monitoring, directing, and closing HTCETF investigations in accordance with existing FBI policy and the applicable United States Attorney General's Guidelines. 15. Assignments of cases to personnel will be based on, but not limited to, experience, training and performance, in addition to the discretion of the HTCETF Supervisor. 16. For FBI administrative purposes, HTCETF cases will be entered into the relevant FBI computer system. 17. HTCETF personnel will have equal responsibility for each case assigned. HTCETF personnel will be responsible for complete investigation from predication to resolution. C. Resource Control 18. The head of each participating agency shall determine the resources to be dedicated by that agency to the HTCETF, including personnel, as well as the continued dedication of those resources. The participating agency head or designee shall be kept fully apprised of all investigative developments by his or her subordinates. OPERATIONS A. Investigative Exclusivity 19. It is agreed that matters designated to be handled by the HTCETF will not knowingly be subject to non-HTCETF law enforcement efforts by any of the participating agencies. It is incumbent on each agency to make proper internal notification regarding the HTCETF's existence and areas of concern. 20. It is agreed that there is to be no unilateral action taken on the part of the FBI or any participating agency relating to HTCETF investigations or areas of concern. All law enforcement actions will be coordinated and cooperatively carried out. 21. HTCETF investigative leads outside of the geographic areas of responsibility for FBI San Diego Division will be communicated to other FBI offices for appropriate investigation. B. Confidential Human Sources 22. The disclosure of FBI informants, or Confidential Human Sources (CHSs), to non-HTCETF personnel will be limited to those situations where it is essential to the effective performance of the HTCETF. These disclosures will be consistent with applicable FBI guidelines. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 20 of 338 FOR OFFICIAL USE ONLY 4 23. Non -FBI HTCETF personnel may not make any further disclosure of the identity of an FBI CHS, including to other individuals assigned to the HTCETF. No documents which identify, tend to identify, or may indirectly identify an FBI CHS may be released without prior FBI approval. 24. In those instances where a participating agency provides a CHS, the FBI may, at the discretion of the SAC, become solely responsible for the CHS's continued development, operation, and compliance with necessary administrative procedures regarding operation and payment as set forth by the FBI. 25. The United States Attorney General's Guidelines and FBI policy and procedure for operating FBI CHSs shall apply to all FBI CHSs opened and operated in furtherance of HTCETF investigations. Documentation of, and any payments made to, FBI CHSs shall be in accordance with FBI policy and procedure. 26. Operation, documentation, and payment of any CHS opened and operated in furtherance of an HTCETF investigation must be in accordance with the United States Attorney General's Guidelines, regardless of whether the handling agency is an FBI HTCETF participating agency. Documentation of state, county, or local CHSs opened and operated in furtherance of HTCETF investigations shall be maintained at an agreed upon location. C. Reports and Records 27. All investigative reporting will be prepared in compliance with existing FBI policy. Subject to pertinent legal and/or policy restrictions, copies of pertinent documents created by HTCETF personnel will be made available for inclusion in the respective investigative agencies' files as appropriate. 28. HTCETF reports prepared in cases assigned to HTCETF personnel will be maintained at an FBI approved location; original documents will be maintained by the FBI. 29. Records and reports generated in HTCETF cases which are opened and assigned by the HTCETF Supervisor with designated oversight for investigative and personnel matters will be maintained in the FBI investigative file for HTCETF. 30. HTCETF investigative records maintained at the San Diego Field Office of the FBI will be available to all HTCETF personnel, as well as their supervisory and command staff subject to pertinent legal, administrative and/or policy restrictions. 31. All evidence and original tape recordings (audio and video) acquired by the FBI during the course of the HTCETF investigations will be maintained by the FBI. The FBI's rules and policies governing the submission, retrieval and chain of custody will be adhered to by HTCETF personnel. 32. All HTCETF investigative records will be maintained at an approved FBI location. Placement of all or part of said information into participating agency files rests with the discretion of supervisory personnel of the concerned agencies, subject to SSA approval. 33. Classified information and/or documents containing information that identifies or tends to identify an FBI CHS shall not be placed in the files of participating agencies unless appropriate FBI policy has been satisfied. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 21 of 338 FOR OFFICIAL USE ONLY 5 34. The Parties acknowledge that this MOU may provide HTCETF personnel with access to information about U.S. persons which is protected by the Privacy Act of 1974 and/or Executive Order 12333. The Parties expressly agree that all such information will be handled lawfully pursuant to the provisions thereof. The Parties further agree that if this access to information by HTCETF personnel requires a change in privacy compliance documents, those changes will be accomplished prior to access being granted. INFORMATION SHARING 35. No information possessed by the FBI, to include information derived from informal communications between HTCETF personnel and FBI employees not assigned to the HTCETF, may be disseminated by HTCETF personnel to non-HTCETF personnel without the approval of the HTCETF Supervisor and in accordance with the applicable laws and internal regulations, procedures or agreements between the FBI and the participating agencies that would permit the participating agencies to receive that information directly. Likewise, HTCETF personnel will not provide any participating agency information to the FBI that is not otherwise available to it unless authorized by appropriate participating agency officials. 36. Each Party that discloses PII is responsible for making reasonable efforts to ensure that the information disclosed is accurate, complete, timely, and relevant. 37. The FBI is providing access to information from its records with the understanding that in the event the recipient becomes aware of any inaccuracies in the data, the recipient will promptly notify the FBI so that corrective action can be taken. Similarly, if the FBI becomes aware that information it has received pursuant to this MOU is inaccurate, it will notify the contributing Party so that corrective action can be taken. 38. Each Party is responsible for ensuring that information it discloses was not knowingly obtained or maintained in violation of any law or policy applicable to the disclosing Party, and that information is only made available to the receiving Party as may be permitted by laws, regulations, policies, or procedures applicable to the disclosing Party. 39. Each Party will immediately report to the other Party each instance in which data received from the other Party is used, disclosed, or accessed in an unauthorized manner (including any data losses or breaches). 40. The Parties agree that either or both may audit the handling and maintenance of data in electronic and paper recordkeeping systems to ensure that appropriate security and privacy protections are in place. PROSECUTIONS 41. HTCETF investigative procedures, whenever practicable, are to conform to the requirements which would allow for either federal or state prosecution. 42. A determination will be made on a case -by -case basis whether the prosecution of HTCETF cases will be at the state or federal level. This determination will be based on the evidence obtained and FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 22 of 338 FOR OFFICIAL USE ONLY 6 a consideration of which level of prosecution would be of the greatest benefit to the overall objectives of the HTCETF. 43. In the event that a state or local matter is developed that is outside the jurisdiction of the FBI or it is decided to prosecute a HTCETF case at the state or local level, the FBI agrees to provide all relevant information to state and local authorities in accordance with all applicable legal limitations. A. Investigative Methods/Evidence 44. For cases assigned to an FBI Special Agent or in which FBI CHSs are utilized, the parties agree to conform to federal standards concerning evidence collection, processing, storage, and electronic surveillance. However, in situations where the investigation will be prosecuted in the State Court where statutory or common law of the state is more restrictive than the comparable federal law, the investigative methods employed by FBI case agents shall conform to the requirements of such statutory or common law pending a decision as to venue for prosecution. 45. In all cases assigned to state, county, or local law enforcement participants, the parties agree to utilize federal standards pertaining to evidence handling and electronic surveillance activities as outlined in the Domestic Investigations and Operations Guide to the greatest extent possible. However, in situations where the statutory or common law of the state is more restrictive than the comparable federal law, the investigative methods employed by state and local law enforcement agencies shall conform to the requirements of such statutory or common law pending a decision as to venue for prosecution. 46. The use of other investigative methods (search warrants, interceptions of oral communications, etc.) and reporting procedures in connection therewith will be consistent with the policies and procedures of the FBI. B. Undercover Operations 47. All HTCETF undercover operations will be conducted and reviewed in accordance with FBI guidelines and the Attorney General's Guidelines on Federal Bureau of Investigation Undercover Operations. All participating agencies may be requested to enter into an additional agreement if an employee of the participating agency is assigned duties which require the officer to act in an undercover capacity. USE OF LESS-THAN-LETHAL-DEVICES1 48. The parent agency of each individual assigned to the HTCETF will ensure that while the individual is participating in FBI -led task force operations in the capacity of a task force officer, task force member, or task force participant, the individual will carry only less -lethal devices that the parent agency has issued to the individual, and that the individual has been trained in accordance with the agency's policies and procedures. Pursuant to Section VIII of the DOJ Less -Than -Lethal Devices Policy dated May 16, 2011, all state/local officers participating in joint task force operations must be made aware of and adhere to the policy and its limits on DOJ officers. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 23 of 338 FOR OFFICIAL USE ONLY 7 49. The parent agency of each individual assigned to the HTCETF will ensure that the agency's policies and procedures for use of any less -lethal device that will be carried by the task force officer, task force member, or task force participant are consistent with the DOJ policy statement on the Use of Less -Than -Lethal Devices.2 DEADLY FORCE AND SHOOTING INCIDENT POLICIES 50. HTCETF personnel will follow their own agencies' policies concerning firearms discharge and use of deadly force. DEPUTATIONS 51. Local and state law enforcement personnel designated to the HTCETF, subject to a limited background inquiry, may be sworn as federally deputized Special Deputy United States Marshals, with the FBI securing the required deputation authorization. These deputations should remain in effect throughout the tenure of each investigator's assignment to the HTCETF or until the termination of the HTCETF, whichever comes first. 52. Deputized HTCETF personnel will be subject to the rules and regulations pertaining to such deputation. Administrative and personnel policies imposed by the participating agencies will not be voided by deputation of their respective personnel. VEHICLES 53. In furtherance of this MOU, employees of participating agencies may be permitted to drive FBI owned or leased vehicles for official HTCETF business and only in accordance with applicable FBI rules and regulations, including those outlined in the FBI Government Vehicle Policy Directive (0430D) and the Government Vehicle Policy Implementation Guide (0430PG). The assignment of an FBI owned or leased vehicle to HTCETF personnel will require the execution of a separate Vehicle Use Agreement. 54. The participating agencies agree that FBI vehicles will not be used to transport passengers unrelated to HTCETF business. 55. The FBI and the United States will not be responsible for any tortious act or omission on the part of each participating agency and/or its employees or for any liability resulting from the use of an FBI owned or leased vehicle utilized by HTCETF personnel, except where liability may fall under the 2 Less -lethal — When use of force is required, but deadly force may not be appropriate, law enforcement officers may employ less -lethal weapons to gain control of a subject. Less -lethal weapons are designed to induce a subject to submit or comply with directions. These weapons give law enforcement officers the ability to protect the safety of officers, subjects, and the public by temporarily incapacitating subjects. While less -lethal weapons are intended to avoid causing any serious harm or injury to a subject, significant injuries and death can occur from their use. The term "less -than -lethal" is synonymous with "less -lethal", "non -lethal", "non -deadly", and other terms referring to devices used in situations covered by the DOJ Policy on the Use of Less -Than Lethal Devices. "Less - lethal" is the industry standard and the terminology the FBI has elected to utilize in reference to this policy. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 24 of 338 FOR OFFICIAL USE ONLY 8 provisions of the Federal Tort Claims Act (FTCA), as discussed in the Liability Section herein below. 56. The FBI and the United States shall not be responsible for any civil liability arising from the use of an FBI owned or leased vehicle by participating agency HTCETF personnel while engaged in any conduct other than their official duties and assignments under this MOU. 57. To the extent permitted by applicable law, the participating agencies agree to hold harmless the FBI and the United States, for any claim for property damage or personal injury arising from any use of an FBI owned or leased vehicle by HTCETF personnel which is outside the scope of their official duties and assignments under this MOU. SALARY/OVERTIME COMPENSATION 58. The FBI and each participating agency remain responsible for all personnel costs for their HTCETF representatives, including salaries, overtime payments and fringe benefits consistent with their respective agency, except as described in paragraph 56 below. 59. Subject to funding availability and legislative authorization, the FBI will reimburse to participating agency the cost of overtime worked by non-federal HTCETF personnel assigned full-time to HTCETF, provided overtime expenses were incurred as a result of HTCETF-related duties, and subject to the provisions and limitations set forth in a separate Cost Reimbursement Agreement to be executed in conjunction with this MOU. A separate Cost Reimbursement Agreement must be executed between the FBI and participating agency for full-time employee(s) assigned to HTCETF, consistent with regulations and policy, prior to any reimbursement by the FBI. Otherwise, overtime shall be compensated in accordance with applicable participating agency overtime provisions and shall be subject to the prior approval of appropriate personnel. PROPERTY AND EQUIPMENT 60. Property utilized by the HTCETF in connection with authorized investigations and/or operations and in the custody and control and used at the direction of the HTCETF, will be maintained in accordance with the policies and procedures of the agency supplying the equipment. Property damaged or destroyed which was utilized by HTCETF in connection with authorized investigations and/or operations and is in the custody and control and used at the direction of HTCETF, will be the financial responsibility of the agency supplying said property. FUNDING 61. This MOU is not an obligation or commitment of funds, nor a basis for transfer of funds, but rather is a basic statement of the understanding between the parties hereto of the tasks and methods for performing the tasks described herein. Unless otherwise agreed in writing, each party shall bear its own costs in relation to this MOU. Expenditures by each party will be subject to its budgetary processes and to the availability of funds and resources pursuant to applicable laws, regulations, and policies. The parties expressly acknowledge that the above language in no way implies that Congress will appropriate funds for such expenditures. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 25 of 338 FOR OFFICIAL USE ONLY 9 FORFEITURES 62. The FBI shall be responsible for processing assets seized for federal forfeiture in conjunction with HTCETF operations. 63. Asset forfeitures will be conducted in accordance with federal law, and the rules and regulations set forth by the FBI and DOJ. Forfeitures attributable to HTCETF investigations may be equitably shared with the agencies participating in the HTCETF. DISPUTE RESOLUTION 64. In cases of overlapping jurisdiction, the participating agencies agree to work in concert to achieve the HTCETF's objectives. 65. The participating agencies agree to attempt to resolve any disputes regarding jurisdiction, case assignments, workload, etc., at the field level first before referring the matter to supervisory personnel for resolution. MEDIA RELEASES 66. All media releases and statements will be mutually agreed upon and jointly handled according to FBI and participating agency guidelines. 67. Press releases will conform to DOJ Guidelines regarding press releases. No release will be issued without FBI final approval. SELECTION TO HTCETF AND SECURITY CLEARANCES 68. If a participating agency candidate for the HTCETF will require a security clearance, he or she will be contacted by FBI security personnel to begin the background investigation process prior to the assigned start date. 69. If, for any reason, the FBI determines that a participating agency candidate is not qualified or eligible to serve on the HTCETF, the participating agency will be so advised and a request will be made for another candidate. 70. Upon being selected, each candidate will receive a comprehensive briefing on FBI field office security policies and procedures. During the briefing, each candidate will execute non -disclosure agreements (SF-312 and FD-868), as may be necessary or required by the FBI. 71. Before receiving unescorted access to FBI space identified as an open storage facility, HTCETF personnel will be required to obtain and maintain a "Top Secret" security clearance. HTCETF personnel will not be allowed unescorted access to FBI space unless they have received a Top Secret security clearance. 72. Upon departure from the HTCETF, each individual whose assignment to the HTCETF is completed will be given a security debriefing and reminded of the provisions contained in the non- disclosure agreement to which he or she previously agreed. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 26 of 338 FOR OFFICIAL USE ONLY 10 LIABILITY 73. The participating agencies acknowledge that this MOU does not alter the applicable law governing civil liability, if any, arising from the conduct of personnel assigned to the HTCETF. 74. The participating agency shall immediately notify the FBI of any civil, administrative, or criminal claim, complaint, discovery request, or other request for information of which the agency receives notice, concerning or arising from the conduct of personnel assigned to the HTCETF or otherwise relating to the HTCETF. The participating agency acknowledges that financial and civil liability, if any and in accordance with applicable law, for the acts and omissions of each employee detailed to the HTCETF remains vested with his or her employing agency. In the event that a civil claim or complaint is brought against a state or local officer assigned to the HTCETF, the officer may request legal representation and/or defense by DOJ, under the circumstances and pursuant to the statutes and regulations identified below. 75. For the limited purpose of defending against a civil claim arising from alleged negligent or wrongful conduct under common law under the FTCA, 28 U.S.C. § 1346(b), and §§ 2671-2680: An individual assigned to the HTCETF who is named as a defendant in a civil action as a result of or in connection with the performance of his or her official duties and assignments pursuant to this MOU may request to be certified by the Attorney General or his designee as having acted within the scope of federal employment at the time of the incident giving rise to the suit. 28 U.S.C. § 2679(d)(2). Upon such certification, the individual will be considered an "employee" of the United States government for the limited purpose of defending the civil claim under the FTCA, and the claim will proceed against the United States as sole defendant. 28 U.S.C. § 2679(d)(2). Once an individual is certified as an employee of the United States for purposes of the FTCA, the United States is substituted for the employee as the sole defendant with respect to any tort claims. Decisions regarding certification of employment under the FTCA are made on a case -by -case basis, and the FBI cannot guarantee such certification to any HTCETF personnel. 76. For the limited purpose of defending against a civil claim arising from an alleged violation of the U.S. Constitution pursuant to 42 U.S.C. § 1983 or Bivens v. Six Unknown Named Agents of the Federal Bureau of Narcotics, 403 U.S. 388 (1971): An individual assigned to the HTCETF who is named as a defendant in a civil action as a result of or in connection with the performance of his or her official duties and assignments pursuant to this MOU may request individual -capacity representation by DOJ to defend against the claims. 28 C.F.R. §§ 50.15, 50.16. Any such request for individual -capacity representation must be made in the form of a letter from the individual defendant to the U.S. Attorney General. The letter should be provided to Chief Division Counsel (CDC) for the FBI San Diego Division, who will then coordinate the request with the FBI Office of the General Counsel. In the event of an adverse judgment against the individual, he or she may request indemnification from DOJ. 28 C.F.R. § 50.15(c)(4). Requests for DOJ representation and indemnification are determined by DOJ on a case -by -case basis. The FBI cannot guarantee the United States will provide legal representation or indemnification to any HTCETF personnel. 77. Liability for any conduct by HTCETF personnel undertaken outside of the scope of their assigned duties and responsibilities under this MOU shall not be the responsibility of the FBI or the United States and shall be the sole responsibility of the respective employee and/or agency involved. FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 27 of 338 FOR OFFICIAL USE ONLY 11 DURATION 78. The term of this MOU is for the duration of the HTCETF's operations, contingent upon approval of necessary funding, but may be terminated at any time upon written mutual consent of the agency involved. 79. Any participating agency may withdraw from the HTCETF at any time by written notification to the SSA with designated oversight for investigative and personnel matters or program manager of the HTCETF at least 30 days prior to withdrawal. 80. Upon termination of this MOU, all equipment provided to the HTCETF will be returned to the supplying agency/agencies. In addition, when an entity withdraws from the MOU, the entity will return equipment to the supplying agency/agencies. Similarly, remaining agencies will return to a withdrawing agency any unexpended equipment supplied by the withdrawing agency during any HTCETF participation. MODIFICATIONS 81. This agreement may be modified at any time by written consent of all involved agencies. 82. Modifications to this MOU shall have no force and effect unless such modifications are reduced to writing and signed by an authorized representative of each participating agency. SIGNATORIES Special Agent in Charge Date Federal Bureau of Investigation Manuel Rodriguez, Chief of Police Date NATIONAL CITY POLICE DEPARTMENT FOR OFFICIAL USE ONLY This document is the property of the FBI and is loaned to your agency. Neither it nor its contents may be released without authorization by FBI Headquarters. 28 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 29 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City 1) authorizing the acceptance of a grant award in the amount of $100,000 from the Office of Traffic Safety (OTS) for the Selective Traffic Enforcement Program (STEP) grant 2019 to conduct DUI and 29 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: J U LY 24, 2018 AGENDA ITEM NO.: ITEM TITLE: Resolution of the City Council of the City of National City 1) authorizing the acceptance of a grant award in the amount of $100,000 from the Office of Traffic Safety (OTS) for the Selective Traffic Enforcement Program (STEP) grant 2019 to conduct DUI and traffic related enforcement operations for the Police Department 2) authorizing the Chief of Police to execute the Agreement of the award of the grant funds and 3) authorizing the establishment of fund appropriations and corresponding revenue budget. PREPARED BY: Jeffrey Meeks, Sergeant DEPARTMENT: Police PHONE: (619) 336-4446 APPROVED BY: EXPLANATION: On June 21st, 2018 the National City Police Department was approved to receive $100,000 in grant funds from the Office of Traffic Safety (OTS). The grant was approved for a one year period beginning October 1st, 2018. This award is a based upon a grant proposal submitted to the Office of Traffic safety for the purpose of reducing the number of persons killed or injured in traffic collisions and alcohol involved collisions; to reduce fatal and injury hit and run collisions; to reduce the amount of motorcyclists killed or injured; and to reduce fatal and injury collisions at intersections, where unsafe turning movements and unsafe speeds were a factor. The grant funds allocated to accomplish these goals will be used to fund overtime operations such as DUI/DL checkpoints, DUI saturation patrols, and enforcement operations regarding speed, red light violators, distracted drivers and motorcycle enforcement within the city limits of the City of National City. There is also funding allowing for Traffic Safety presentations and purchase of learning materials. FINANCIAL STATEMENT: APPROVED: FINANCE ACCOUNT NO. APPROVED: MIS [ 290-11665-3498 (Other Federal Grants) $100,000 ( 290-411-665-1* (Overtime & related accounts) - $100,000 No matching funds required ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Adopt the resolution, [...]. OR Accept and file the report. OR [other] BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Attachment 1 2. Attachment 2 3. Attachment 3 30 of 338 State of California — Office of Traffic Safety GRANT AGREEMENT GRANT NUMBER PT19074 1. GRANT TITLE Selective Traffic Enforcement Program (STEP) 2. NAME OF AGENCY National City Police Department 3. Grant Period From: 10/01/2018 To: 09/30/2019 4. AGENCY UNIT TO ADMINISTER GRANT National City Police Department 5. GRANT DESCRIPTION Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary collision factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary collision factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and pedestrian collisions, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect. 6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $100,000.00 7. TERMS AND CONDITIONS: The parties agree to comply with reference made a part of the Agreement: • Schedule A — Problem Statement, Goals and Objectives and • Schedule B — Detailed Budget Estimate and Sub -Budget • Schedule B-1 — Budget Narrative and Sub -Budget Narrative • Exhibit A — Certifications and Assurances • Exhibit B* — OTS Grant Program Manual *Items shown with an asterisk (*), are hereby incorporated by reference These documents can be viewed at the OTS home web page We, the officials named below, hereby swear under penalty of perjury authorized to legally bind the Grant recipient to the above described IN WITNESS WHEREOF, this Agreement has been executed by the terms and conditions of the Method of Procedure Estimate (if applicable) (if applicable) and made a part of this agreement under Grants: www.ots.ca.gov. following which are by this as if attached hereto. of California that we are duly under the laws of the State Grant terms and conditions. the parties hereto. 8. Approval Signatures A. GRANT DIRECTOR NAME: PHONE: TITLE: FAX: ADDRESS: EMAIL: B. AUTHORIZING OFFICIAL OF AGENCY NAME: PHONE: TITLE: FAX: ADDRESS: EMAIL: (Signature) (Date) C. FISCAL OR ACCOUNTING OFFICAL NAME: PHONE: TITLE: FAX: ADDRESS: , EMAIL: (Signature) (Date) D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY NAME: Rhonda L. Craft PHONE: (916) 509-3030 TITLE: Director FAX: (916) 509-3055 ADDRESS: 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 EMAIL: rhonda.craft®ots.ca.gov (Signature) (Date) (Signature) (Date) E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY NAME: Carolyn Vu ADDRESS: 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 9. DUNS INFORMATION DUNS #: 072494073 REGISTERED ADDRESS: 1243 National City Blvd CITY:National City ZIP+4:91950-4301 6/22/2018 4:32:41 PM 31 of 338 Page 1 of 15 10. PROJECTED EXPENDITURES FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED EXPENDITURES AGREEMENT TOTAL $100,000.00 AMOUNT ENCUMBERED BY THIS DOCUMENT $100,000.00 I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above. PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT $ 0.00 OTS ACCOUNTING OFFICER'S SIGNATURE .es DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE $100,000.00 6/22/2018 4:32:41 PM 32 of 338 Page 2 of 15 State of California — Office of Traffic Safety GRANT AGREEMENT Schedule A GRANT NUMBER PT19074 1. PROBLEM STATEMENT The National City Police Department has seen an increase of fatal traffic collisions. There were none in 2015, then two in 2016 and now for the calendar year of 2017 there were six, which was an increase of 300%. The collision data for 2016 indicates there were 185 injury collisions compared to 184 in 2015, so the difference was minimal. This can be attributed to the enforcement activities enabled by the OTS grant and the opportunity to place more pro active police officers on the streets of National City with the focus on traffic safety. There was a 31% increase in traffic citations and a 122% increase in written warnings between 2016 and 2017, which shows a direct correlation with more proactive enforcement activity. The data also shows there were 1,611 citations issued in 2017 compared to 1,256 cites issued in 2016, for a total of 355 more citations. DUI arrests have continued to increase as we still place more officers in a proactive DUI enforcement role, rather than reactive to collisions. In 2016 there were 149 DUI arrests which increased to 177 in 2017, an increase of 19%. However the City of National City also saw a 12% increase in traffic collisions, including the 6 fatalities already mentioned. This shows the need for a continued aggressive approach to traffic and DUI enforcement in order to maintain our commitment to keeping the roadways safe. 2. PERFORMANCE MEASURES A. Goals: 1. Reduce the number of persons killed in traffic collisions. 2. Reduce the number of persons injured in traffic collisions. 3. Reduce the number of pedestrians killed in traffic collisions. 4. Reduce the number of pedestrians injured in traffic collisions. 5. Reduce the number of bicyclists killed in traffic collisions. 6. Reduce the number of bicyclists injured in traffic collisions. 7. Reduce the number of persons killed in alcohol -involved collisions. 8. Reduce the number of persons injured in alcohol -involved collisions. 9. Reduce the number of persons killed in drug -involved collisions. 10. Reduce the number of persons injured in drug -involved collisions. 11. Reduce the number of persons killed in alcohol/drug combo -involved collisions. 12. Reduce the number of persons injured in alcohol/drug combo -involved collisions. 13. Reduce the number of motorcyclists killed in traffic collisions. 14. Reduce the number of motorcyclists injured in traffic collisions. 15. Reduce hit & run fatal collisions. 16. Reduce hit & run injury collisions. 17. Reduce nighttime (2100 - 0259 hours) fatal collisions. 18. Reduce nighttime (2100 - 0259 hours) injury collisions. B. Objectives: 1. Issue a press release announcing the kick-off of the grant by November 15. The kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at pio@ots.ca.gov, and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release. Target Number 1 2. Participate and report data (as required) in the following campaigns, National Walk to School Day, NHTSA Winter & Summer Mobilization, National Bicycle Safety Month, National Click it or Ticket Mobilization, National Teen Driver Safety Week, National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Child Passenger Safety Week, and California's Pedestrian Safety Month. 10 3. Develop (by December 31) and/or maintain a " HOT Sheet" program to notify patrol and traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated HOT sheets should be distributed to patrol and traffic officers monthly. 12 4. Send law enforcement personnel to the NHTSA Standardized Field Sobriety Testing (SFST) (minimum 16 hours) POST -certified training. 3 5. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired Driving Enforcement (ARIDE) 16 hour POST -certified training. 3 6. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 1 7. Send law enforcement personnel to the DRE Recertification training. 2 6/22/2018 4:32:41 PM 33 of 338 Page 3of15 8. Conduct DUUDL Checkpoints. A minimum of 1 checkpoint should be conducted during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUUDL checkpoints, departments should issue press releases that mention DL's will be checked at the DUUDL checkpoint. Signs for DUUDL checkpoints should read "DUUDriver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre -approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUUDL Checkpoint screeners should be DRE- or ARIDE-trained. 4 9. Conduct DUI Saturation Patrol operation(s). 20 10. Conduct Traffic Enforcement operation(s), including but not limited to, primary collision factor violations. 14 11. Conduct highly publicized Distracted Driving enforcement operation(s) targeting drivers using hand held cell phones and texting. 4 12. Conduct highly publicized Motorcycle Safety enforcement operation(s) in areas or during events with a high number of motorcycle incidents or collisions resulting from unsafe speed, DUI, following too closely, unsafe lane changes, improper turning, and other primary collision factor violations by motorcyclists and other drivers. 2 13. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in areas or during events with a high number of pedestrian and/or bicycle collisions resulting from violations made by pedestrians, bicyclists, and drivers. 4 14. Conduct Traffic Safety educational presentation(s) with an effort to reach community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety. 4 3. METHOD OF PROCEDURE A. Phase 1— Program Preparation (lst Quarter of Grant Year) • The department will develop operational plans objectives section. to implement the "best practice" strategies outlined in the • All training needed to implement the program should be conducted this quarter. • All grant related purchases needed to implement the program should be made this quarter. • In order to develop/maintain the "Hot Sheets," research will be conducted to identify the "worst of the worst" repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. The Hot Sheets may include the driver's name, last known address, DOB, description, current license status, and the number of times suspended or revoked for DUI. Hot Sheets should be updated and distributed to traffic and patrol officers at least monthly. • Implementation of the STEP grant activities locations.Media Requirements will be accomplished by deploying personnel at high collision • Issue a press release announcing the kick-off of the grant by November 15, but no earlier than October 1. If unable to meet the November 15 date, communicate reasons to your OTS Coordinator. The kick-off press releases and any related media advisories, alerts, and materials must be emailed for approval to the OTS Public Information Officer at pio@ots.ca.gov, and copied to your OTS Coordinator, 14 days prior to the issuance date of the release. B. Phase 2 — Program Operations (Throughout Grant Year) • The department will work to create media innovative program strategies and outcomes.Media opportunities throughout the grant period to call Requirements attention to the • Send all grant -related activity press releases, media advisories, alerts and general public materials to the OTS Public Information Officer (PIO) at pio@ots.ca.gov, with a copy to your OTS Coordinator. The following requirements are for grant -related activities and are different from those regarding kick-off release or announcement. any grant 1. If an OTS-supplied, template -based press release is used, there is no need for pre -approval, however, the OTS PIO and Coordinator should be copied when at the same time as the release is distributed to the press. 2. If an OTS-supplied template is not used, or is substantially changed, a draft press release shall be sent to the OTS PIO for approval. Optimum lead-time would be 10 days prior to the release distribution date, but should be no less than 5 working days prior to the release distribution date. 6/22/2018 4:32:41 PM 34 of 338 Page 4 of 15 3. Press releases reporting the immediate and time -valued results of grant activities such as enforcement operations are exempt from the recommended advance approval process, but still should be copied to the OTS PIO and Coordinator when the release is distributed to the press. 4. Activities such as warrant or probation sweeps and court stings that could be compromised by advanced publicity are exempt from pre -publicity, but are encouraged to offer embargoed media coverage and to report the results. • Use the following standard language in all press, media, and printed materials: Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration. • Email the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator at least 30 days in advance, a short description of any significant grant -related traffic safety event or program so OTS has sufficient notice to arrange for attendance and/or participation in the event. • Submit a draft or rough -cut of all printed or recorded material (brochures, posters, scripts, artwork, trailer graphics, etc.) to the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator for approval 14 days prior to the production or duplication. • Space permitting, include the OTS logo, on grant -funded print materials; consult your OTS Coordinator for specifics and format -appropriate logos. • Contact the OTS PIO or your OTS Coordinator, sufficiently far enough in advance of need, for consultation when deviation from any of the above requirements might be contemplated _ C. Phase 3 — Data Collection & Reporting (Throughout Grant Year) • Invoice Claims (due January 30, April 30, July 30, and October 30) • Quarterly Performance Reports (due January 30, April 30, July 30, and October 30) • Collect and report quarterly, appropriate data that supports the progress of goals and objectives. • Provide a brief list of activity conducted, procurement of grant -funded items, and significant media activities. Include status of grant -funded personnel, status of contracts, challenges, or special accomplishments. • Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities. • Collect, analyze and report statistical data relating to the grant goals and objectives. • 4. METHOD OF EVALUATION Using the data compiled during the grant, the Grant Director will complete the "Final Evaluation" section in the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary of the grant's accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed. 5. ADMINISTRATIVE SUPPORT This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion. 6/22/2018 4:32:41 PM 35 of 338 Page 5 of 15 State of California — Office of Traffic Safety GRANT AGREEMENT Schedule B GRANT NUMBER PT19074 FUND NUMBER CATALOG NUMBER (CFDA) FUND DESCRIPTION TOTAL AMOUNT 164AL-19 20.608 Minimum Penalties for Repeat Offenders for Driving While Intoxicated $70,000.00 402PT-19 20.600 State and Community Highway Safety $30,000.00 COST CATEGORY CFDA TOTAL COST TO GRANT A. PERSONNEL COSTS Positions and Salaries Full -Time $0.00 Overtime 20.608 $29,600.00 DUI/DL Checkpoints DUI Saturation Patrols 20.608 $18,000.00 San Diego DUI Task Force 20.608 $10,800.00 Benefits @ 11.18% 20.608 $6,529.00 Traffic Enforcement 20.600 $12,600.00 Distracted Driving 20.600 $3,600.00 Motorcycle Safety 20.600 $1,800.00 Pedestrian and Bicycle Enforcement 20.600 $3,600.00 Traffic Safety Education 20.600 $1,068.00 Benefits @ 11.18% 20.600 $2,534.00 Part -Time $0.00 Category Sub -Total $90,131.00 B. TRAVEL EXPENSES In State Travel 20.600 $2,798.00 $0.00 Category Sub -Total $2,798.00 C. CONTRACTUAL SERVICES $0.00 Category Sub -Total $0.00 D. EQUIPMENT $0.00 Category Sub -Total $0.00 E. OTHER DIRECT COSTS Educational Materials 20.600 $2,000.00 DUI Checkpoint Supplies 20.608 $5,071.00 Category Sub -Total $7,071.00 F. INDIRECT COSTS $0.00 Category Sub -Total $0.00 GRANT TOTAL S100,000.00 6/22/2018 4:32:41 PM 36 of 338 Page 6 of 15 6/22/2018 4:32:41 PM 37 of 338 Page 7 of 15 State of California — Office of Traffic Safety GRANT AGREEMENT Schedule B-1 GRANT NUMBER PT19074 BUDGET NARRATIVE PERSONNEL COSTS DUUDL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. QUAN1111' 4 DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. 20 San Diego DUI Task Force - Overtime for grant funded law enforcement operations by appropriate staff to conduct operations within the County as part of a countywide task force with other law enforcement agencies. 12 Benefits @ 11.18% - Medicare 1.45 Workers Comp 9.73 1 Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. 14 Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. 4 Motorcycle Safety - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. 2 Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. 4 Traffic Safety Education - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel. 4 Benefits @ 11.18% - Medicare 1.45 Workers Comp 9.73 1 TRAVEL EXPENSES In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include the Governor's Highway Safety Association conference and the annual International Association of Chiefs of Police DRE conference which are both scheduled for Anaheim. All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds. 1 CONTRACTUAL SERVICES EQUIPMENT OTHER DIRECT COSTS Educational Materials - costs of purchasing, developing or printing brochures, pamphlets, fliers, coloring books, posters, signs, and banners associated with grant activities, and traffic safety conference and training materials. Items shall include a traffic safety message and if space is available the OTS logo. Additional items may be purchased if approved by OTS. 1 6/22/2018 4:32:41 PM 38 of 338 Page 8 of 15 DUI Checkpoint Supplies - on -scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, reflective banners, electronic flares, PAS device supplies, heater, propane for heaters, fan, anti -fatigue mats, and canopies. Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. 1 INDIRECT COSTS STATEMENTS/DISCLAIMERS There will be no program income generated from this grant. Nothing in this "agreement" shall be interpreted as a requirement, formal or informal, that a particular law enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under. 6/22/2018 4:32:41 PM 39 of 338 Page 9 of 15 State of California — Office of Traffic Safety GRANT AGREEMENT Exhibit A GRANT NUMBER PT19074 CERTIFICATIONS AND ASSURANCES HIGHWAY SAFETY GRANTS (23 U.S.C. CHAPTER 4 AND SEC. 1906, PUB. L. 109-59, AS AMENDED) Failure to comply with applicable Federal statutes, regulations, and directives may subject Grantee Agency officials to civil or criminal penalties and/or place the State in a high -risk grantee status in accordance with 49 CFR §18.12. The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following: • 23 U.S.C. Chapter 4—Highway Safety Act of 1966, as amended • 49 CFR Part 18—Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments • 23 CFR Part 1300—Uniform Procedures for State Highway Safety Grant Programs NONDISCRIMINATION (applies to subrecipients as well as States) The State highway safety agency will comply with all Federal statutes and implementing regulations relating to nondiscrimination ("Federal Nondiscrimination Authorities"). These include but are not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin) and 49 CFR part 21; • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age); • The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally -funded or not); • Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38; 6/22/2018 4:32:41 PM 40 of 338 Page 10 of 15 • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low - Income Populations (prevents discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); and • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (guards against Title VI national origin discrimination/discrimination because of limited English proficiency (LEP) by ensuring that funding recipients take reasonable steps to ensure that LEP persons have meaningful access to programs (70 FR 74087-74100). The State highway safety agency— • Will take all measures necessary to ensure that no person in the United States shall, on the grounds of race, color, national origin, disability, sex, age, limited English proficiency, or membership in any other class protected by Federal Nondiscrimination Authorities, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any of its programs or activities, so long as any portion of the program is Federally -assisted; • Will administer the program in a manner that reasonably ensures that any of its subrecipients, contractors, subcontractors, and consultants receiving Federal financial assistance under this program will comply with all requirements of the Non -Discrimination Authorities identified in this Assurance; • Agrees to comply (and require its subrecipients, contractors, subcontractors, and consultants to comply) with all applicable provisions of law or regulation governing US DOT' s or NHTSA's access to records, accounts, documents, information, facilities, and staff, and to cooperate and comply with any program or compliance reviews, and/or complaint investigations conducted by US DOT or NHTSA under any Federal Nondiscrimination Authority; • Acknowledges that the United States has a right to seek judicial enforcement with regard to any matter arising under these Non -Discrimination Authorities and this Assurance; • Agrees to insert in all contracts and funding agreements with other State or private entities the following clause: "During the performance of this contract/funding agreement, the contractor/funding recipient agrees — a. To comply with all Federal nondiscrimination laws and regulations, as may be amended from time to time; b. Not to participate directly or indirectly in the discrimination prohibited by any Federal non- discrimination law or regulation, as set forth in appendix B of 49 CFR part 21 and herein; c. To permit access to its books, records, accounts, other sources of information, and its facilities as required by the State highway safety office, US DOT or NHTSA; d. That, in event a contractor/funding recipient fails to comply with any nondiscrimination provisions in this contract/funding agreement, the State highway safety agency will have the right to impose such contract/agreement sanctions as it or NHTSA determine are appropriate, including but not limited to withholding payments to the contractor/funding recipient under the contract/agreement until the contractor/funding recipient complies; and/or cancelling, terminating, or suspending a contract or funding agreement, in whole or in part; and e. To insert this clause, including paragraphs (a) through (e), in every subcontract and sub agreement and in every solicitation for a subcontract or sub -agreement, that receives Federal funds under this program. 6/22/2018 4:32:41 PM 41 of 338 Page 11 of 15 POLITICAL ACTIVITY (HATCH ACT) (applies to subrecipients as well as States) The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. CERTIFICATION REGARDING FEDERAL LOBBYING (applies to subrecipients as well as States) Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 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 any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; 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 sub -award at all tiers (including subcontracts, subgrants, and contracts under grant, 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. RESTRICTION ON STATE LOBBYING (applies to subrecipients as well as States) None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., "grassroots") lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (applies to subrecipients as well as States) Instructions for Primary Tier Participant Certification (States) 1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 6/22/2018 4:32:41 PM 42 of 338 Page 12 of 15 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment. 4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transaction," provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/). 9. 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 a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency may terminate the transaction for cause or default. Certification Regarding Debarment, Suspension, and Other Responsibility Matters -Primary Tier Covered Transactions (1) The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; 6/22/2018 4:32:41 PM 43 of 338 Page 13 of 15 (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. (2) Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal. Instructions for Lower Tier Participant Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2. The certification in this 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 prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/). 8. 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 a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 6/22/2018 4:32:41 PM 44 of 338 Page 14 of 15 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-- Lower Tier Covered Transactions: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. BUY AMERICA ACT (applies to subrecipients as well as States) The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to subrecipients as well as States) The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. LAW ENFORCEMENT AGENCIES All subrecipient law enforcement agencies shall comply with California law regarding profiling. Penal Code section 13519.4, subdivision (e), defines "racial profiling" as the "practice of detaining a suspect based on a broad set of criteria which casts suspicion on an entire class of people without any individualized suspicion of the particular person being stopped." Then, subdivision (f) of that section goes on to provide, "A law enforcement officer shall not engage in racial profiling." 6/22/2018 4:32:41 PM 45 of 338 Page 15 of 15 CC/CDC-HA Agenda 7/24/2018 — Page 46 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing the Mayor to sign the First Amendment to the Agreement by and between the City of San Diego and City of National City to extend the term of the Agreement for one additional year, from 46 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO.: ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to sign the First Amendment to the Agreement by and between the City of San Diego and City of National City to extend the term of the Agreement for one additional year, from July 1, 2018 through June 30, 2019, to provide fire and emergency medical dispatch services. (Fire) PREPARED BY: Frank Parra DEPARTMENT: Fire PHONE: 619-336-4551 APPROVED BY: EXPLANATION: On June 4, 2013, the City Council adopted Resolution No. 2013-77 to enter into an Agreement with the City of San Diego to provide fire and emergency medical dispatch services to National City for five (5) years, from July 1, 2013 until June 30, 2018. As allowed in Section M - Extensions of the Agreement, the "Agreement may be extended for four (4) additional one (1) year periods by written agreement of the parties, and subject to the Mayor's authorization of a contract extension relative to each one year extension." The National City Fire Department would like the City Council to authorize the Mayor to execute the First Amendment to the Agreement to extend the term of the Agreement for a period of one year, effective July 1, 2018 through June 30, 2019. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: FINANCE APPROVED: MIS ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. First Amendment to the Dispatch Agreement 47 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 48 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City waiving the formal bid process pursuant to Municipal Code section 2.60.260 for the purchase of a Pierce Arrow XT pumper, and authorizing the City to piggyback the City of Los Angeles Supply Contr 48 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City waiving the formal bid process pursuant to Municipal Code section 2.60.260 for the purchase of a Pierce Arrow XT pumper, and authorizing the City to piggyback the City of Los Angeles Supply Contract 59710 — Amendment 1 with Pierce Manufacturing, Inc., that establishes a per unit cost of $717,809.00 to purchase the pumper at a discounted unit cost of $689,463.14 with equipment options totaling $11,858.07 for the National City Fire Department for a grand total of $701,321.21 using the Vehicle Replacement Fund. (Fire) PREPARED BY: Frank Parra DEPARTMENT: Fire PHONE: 619-336-4551 APPROVED BY: EXPLANATION: As allowed by Municipal Code section 260.260, the City would like to piggyback the City of Los Angeles Supply Contract 59710 — Amendment 1 that establishes a per unit cost of $717,809.00 to Pierce Manufacturing, who was determined to be the lowest responsive, responsible bidder, and was awarded their bid for a Pierce Arrow XT pumper. Pierce Manufacturing is pleased to offer the City of National City the opportunity to take advantage of this competitive bid price. The City of National City specifications had $54,344.00 less in options and the prepayment discount of $25,449.00 that was applied. This award is made for $638,016.00 unit price bringing National City's final price for the pumper to $689,463.14 including tax and other fees. In addition, $11,858.07 in equipment options for the pumper brings the total cost to $701,321.21. Appropriation established in the Vehicle Replacement Fund for fiscal year 2019. The City of Los Angeles bid process fully complies with Municipal Code section 260.260. Additional market research has been conducted to consider current pricing, other brands, other purchasing options, and it is in the City's best interest to take advantage of this opportunity. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: 644-412-125-519-0000 (Vehicle Replacement Fund) — $701,321.21 ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. City of Los Angeles Supply Contract 59710 — Amendment 1 2. Proposal for Furnishing Fire Apparatus 3. Proposal for 100% Pre -Payment Option 4. New Apparatus Equipment List 5 Resolution 49 of ;3;iti CITY OF LOS ANGELES CALIFORNIA TONY M. ROYSTER GENERAL MANAGER AND CITY PURCHASING AGENT ERIC GARCETTI MAYOR March 13, 2018 Pierce Manufacturing, Inc. 2600 American Dr. Appleton, WI 54912 DEPARTMENT OF GENERAL SERVICES ROOM 701 CITY HALL SOUTH 111 EAST FIRST STREET LOS ANGELES, CA 90012 (213) 928-9555 FAX No. (213) 928-9515 SUBJECT: CITY OF LOS ANGELES SUPPLY CONTRACT — AMENDMENT Triple Combination Apparatus Fire Truck The following price changes are effective March 1, 2018: Item # Old Price New Price 1 $677,179.00 $ 717,809.00 Triple Combination Apparatus Fire Truck Item # Old Price New Price 2 $669,179.00 $709,809.00 Triple Combination Apparatus Fire Truck with Option A Item # Old Price $654,179.00 Triple Combination Apparatus Fire Truck with Option B New Price $694, 809.00 Item # Old Price New Price 4 $677,179.00 $717,809.00 Triple Combination Apparatus Fire Truck with Option C AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER 50 of 338 TONY M. ROYSTER GENERAL MANAGER AND CITY PURCHASING AGENT CITY OF LOS ANGELES CALIFORNIA ERIC GARCETi1 MAYOR DEPARTMENT OF GENERAL SERVICES ROOM 701 CITY HALL SOUTH 111 EAST FIRST STREET Los ANGELES, CA 90012 (213) 928-9555 FAX NO. (213) 928-9515 All other contract terms and conditions remain unchanged and in force. Questions regarding this contract modification should be addressed to Kevin Thornton, Procurement Analyst, at 213/928- 9548 or via e-mail: kevin.thomton@lacity.org. Tony M. Royster General Manager and City Purchasing Agent Approved as to Form Michael N. Feuer City Attorney g/'' Y By: / Sup,* Sere ces Manager rlettia Maria Brimsey Deputy City Attorney AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER 51 of 338 *� PROPOSAL FOR FURNISHING FIRE APPARATUS April 5, 2018 NATIONAL CITY FIRE DEPARTMENT 333 E. 1 6th Street National City, CA. 91950 sou-rH8coasT The undersigned is prepared to provide for you, upon an order being placed by you, for final acceptance by South Coast Fire Equipment, Inc., at its corporate office in Ontario, California, the apparatus and equipment herein named and for the following prices: Each Extension One ( 1 } Pierce Arrow XT Pierce's Ultimate Configuration (PUC) pumper per the as per the enclosed purchase contract from Los Angeles $ 717,809.00 $ 717,809.00 Changes to Customer Specifications $ (54,344.00) $ (54,344,00) Customers price after changes per specification $ 663,465.00 $ 663,465.00 Sales Tax @ 7.750% $ 51,418.54 $ 51,418.54 Performance Bond $ 1,990.40 $ 1,990,40 California Tire Fee $ 10.50 $ 10.50 1 TOTAL PURCHASE PRICE $ 716,884,44 $ 716,884.44 PLEASE NOTE THE FOLLOWING ABOUT THIS QUOTATION: Payment options are available and are included under separate cover. One of these options may save your department a significant amount of money! Said apparatus and equipment are to be built and shipped in accordance with the specifications hereto attached, delays due to strikes, war or international conflict, failures to obtain chassis, materials, or other causes beyond our control not preventing, within about 330-360 CALENDAR DAYS after receipt of this order and the acceptance thereof at our office in Ontario, California, and to be delivered to you at National City, CA. The specifications herein contained shall form a part of the final contract and are subject to changes desired by the purchaser, provided such alterations are interlined prior to the acceptance by the company of the order to purchase, and provided such alterations do not materially affect the cost of the construction of the apparatus. The proposal for fire apparatus conforms with all Federal Department of Transportation (DOT) rules and regulations in effect at the time of bid, and with all National Fire Protection Association (NFPA) guidelines for Automotive Fire Apparatus as published at time of bid, except as modified by customer specifications_ Any increased costs incurred by the first party because of future changes in or additions to said DOT or NFPA standards will be passed along to the customer as an addition to the price set forth above. Unless accepted within 30 days from date, the right is reserved to withdraw this proposition. Respectfully Submitted, South Coast Fire Equipment, Inc. 0 Sales Representative 52 of 338 souTHSCOAST NATIONAL CITY FIRE DEPARTMENT 100% Pre -Payment Option April 5, 2018 If a 100% pre -payment were made at contract signing, the following discount would be applied to the final invoice: Each Extension One ( 1 ) Pierce Arrow XT Pierce's Ultimate Configuration (PUC) pumper per the enclsoed proposal for delvery sum of $ 663,465.00 $ 663,465.00 100% Prepayment Discount $ (25,449.00) $ (25,449.00) APPARATUS COST $ 638,016.00 $ 638,016.00 Sales Tax @ 7.750% $ 49,446.24 $ 49,446.24 Performance Bond $ 1,990.40 $ 1,990.40 California Tire Fee $ 10.50 $ 10.50 TOTAL PREPAY PURCHASE PRICE $ 689,463.14 $ 689,463.14 Less 100% pre -payment at Contract Signing $ 689,463.14 $ 689,463.14 BALANCE DUE AT DELIVERY $0.00 $0.00 100% PRE -PAYMENT DISCOUNT SHOWN ABOVE IS AVAILABLE IN TWO WAYS: a) If your department makes a 100% cash pre -payment at contract signing. b) If your department signs up for a lease -purchase with Pierce Financial Solutions. This would require no money down and no payments for one (1) year if desired. * Discount for the 100% pre -payment option includes discounts for the chassis, interest, aerial (if applicable), and flooring charges. * Any item added after this option is elected will come at additional cost and will be added to the final invoice. 53 of 338 New Apparatus Equipment List EQUIPMENT TYPE POLY SALVAGE COVER 12' X 18' PUSH BROOM 18" DECON BRUSH ROUND SHOVEL MCLEOD PULASKI SQUARE SHOVEL RUBBER BLADE SQUEEGEES AUTO CRIB AC-14 500 WATT HALOGEN LIGHT LOCK OUT KIT BOLT CUTTERS 1" TFT BUBBLE CUP 1.5 " TFT BAIL 1.5" TFTV DUAL FORCE 1.5" BUBBLECUP TFT PRO BAR HALLOGEN 30" 6' NEW YORK HOOK 8' NEW YORK HOOK HYDRANT WRENCH WITH 2 UNIVERSAL SPANNERS AND BRACKET WILDLAND PROGRESSIVE HOSE PACK TFT LDH INTAKE VALVE WILDLAND HOSE CLAMP 2 1/2" WYE TO 2 1/2" 2 1/2 TO 1 1/2 GATED WYE 2 1/2" GATE VALVE 4" DOUBLE MALE 4" DOUBLE FEMALE 2 1/2" DOUBLE MALE 3 2 2 5 5 5 2 4 2 4 2 2 2 DIXIE LINE DIXIE LINE MES MES MES DIXIE LINE DARLEY DIXIE LINE MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES 636 $30.00 $30.00 $15.00 $15.00 #268 $69.95 $69.95 FFSHOSS38FSS #268 $82.95 $82.95 MT48FSS #268 $55.95 $55.95 #38PE136 $20.00 $20.00 #288 $120.00 $360.00 BK193 $50.00 $100 #498 $200.00 $200.00 10040 #86 $230.95 $230.95 T988 DS1024BCP F125FP H MD-TOS F2095BC # 591 $325.00 $325.00 891600 $115 $115 RH-6-FIREHOOKS $140 $140 RH-8-FIREHOOKS #198 $165.40 $330.80 #01519000 #59 $112.46 $449.84 #HP200 AB7NP-NX-PS #223 $49.00 $196 #HC-15 #205 $245 $245 #LWNL #223 $192.00 $384 #WV #205 $310.00 $620 #CHGV $17.65 $35.30 H36-25NH-25NH 54 of 338 2 1/2" DOUBLE FEMALE 2 1/2" SIAMESE 2 1/2" TO 1 1/2" REDUCER 1/1/2" TO 1" REDUCER H2O EXTINGUISHER Co2 EXTINGUISHER PURPLE K DRY CHEM EXTINGUISHER HIGH RISE HOSE STRAP 3/8" SMOOTH BORE TIP BALL SHUT OFF VALVE TRUCK MOUNT FOR TFT CROSSFIRE MONITOR ON A 3" RISER TFT CROSSFIRE XFC-52 2 1/2" TO 4" INCREASER 2 1/2" TO 4" REDUCER 2 1/2" TO 4" INCREASER WITH EARS H2O EXTINGUISHER BRACKET K TOOL CROW BAR BRACKET H2O WATER EXTINGUISHER CAN HARNESS AXE HANDLE BRACKET GAS CAN MOUNT BOLT CUTTER BRACKET QUICK MOUNTING PLATE BA BRACKET MISC. MOUNTING BRACKETS HANDLELOK COUPLING MOUNTS 2.5" COUPLING MOUNTS 1.5" COUPLING MOUNTS 4" REEL LITE BOOSTER HOSE MOBILE 800 MGZ RADIO MOBILE VHF RADIO VHF PORTABLE RADIO VHF PORTABLE RADIO CHARGER 800 MGZ PORTABLE RADIO CHARGER 800MGZ PORTABLE RADIO 2 1 4 2 2 1 1 2 4 2 1 1 1 1 1 3 1 1 3 1 1 4 2 10 8 8 3 6 1 1 4 4 5 5 MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES MES #219 $85.91 $171.82 #53R2525 #235 $129.00 $258 #240 #234 $400.00 $400.00 #332 #234 $190.00 $190.00 #A413 #61 $67.46 $134.92 #HS100 #222 $129.00 $258 SOV-SW PG-15NH $3,675.00 $3,675.00 #xfc-52 #233 $45.03 $135.09 #700229 #284 $47.80 $47.80 #CHR55Z01 C #284 $38.40 $115.20 #ZSMA5201 C #279 $47.80 $47.80 #QM-OSC-1 $47.80 $47.80 #BCB #284 $46.20 $184.80 #QL48Z25C U N-6-30-3-F #283 $36.95 $369.50 #1004 143.75 $862.50 RL 1ORB Sub total $10,903.97 55 of 338 Shipping ? 8.75% Tax $954.10 TOTAL $11,858.07 56 of 338 57 of 338 58 of 338 59 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 60 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback 1) the State of Califo 60 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT July 24, 2018 AGENDA ITEM NO. i' Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback 1) the State of California Department of General Services Contract #1-18-23-14B to award the purchase and build -out of six (6) fully equipped police patrol vehicles to Folsom Lake Ford in an amount not to exceed $363,109.38; 2) the County of San Diego Department of Purchasing and Contracting Contract #550743 to award the purchase of police radios for the new patrol vehicles to the Regional Communications System (RCS) vendor, Motorola Solutions, Inc., in an amount not to exceed $27,729.91. PREPARED BY; 'Ray Roberson, Management Analyst III DEPARTMENT: Engineering/Public Works PHONE: (619) 336-4583! EXPLANATION: See attached explanation. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: 644-411-000-511-0000 (Equipment Replacement Reserve): $390,839.29 $405,000 is appropriated in the FY2019 budget for patrol vehicles. ENVIRONMENTAL REVIEW: IN/AI APPROVED BY: ORDINANCE: INTRODUCTION: I J FINAL ADOPTION: STAFF RECOMMENDATION: Adopt Resolution awarding the purchase and build -out of six (6) police patrol vehicles and radios for the National City Police Department. BOARD / COMMISSION RECOMMENDATION: N/A.I ATTACHMENTS: 1. Explanation 2. Proposals/Quotes 3. State of California Department of General Services contract 1-18-23-14B 4. San Diego County Department of Purchasing and Contracting RCS Contract #550743 5. Resolution 61 of 338 Explanation: As part of the FY 2019 annual budget, City Council approved funding through the Equipment Replacement Reserve for the purchase of six (6) patrol vehicles for the National City Police Department. Staff seeks Council authority to waive the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorize the City (Buyer) to piggyback 1) the State of California Department of General Services Contract#1-18-23-14B to award the purchase and build -out of six (6) fully equipped police vehicles to Folsom Lake Ford in an amount not to exceed $363,109.38; and 2) the County of San Diego Department of Purchasing and Contracting Contract #550743 to award the purchase of police radios for the new patrol vehicles to the Regional Communications System (RCS) vendor, Motorola Solutions, Inc., in an amount not to exceed $27,729.91. Folsom Lake Ford will subcontract with Lehr Auto Electric & Emergency Equipment for the build -out and up - fitting of the police department vehicles. NCMC Section 2.60.260 provides authority to the purchasing agent to join with other public jurisdictions to take advantage of cooperative purchasing opportunities, including but not limited to any federal, state or local agency pricing program or structure that is determined by the purchasing agent to allow a procurement that is in the best interests of the City. The purchasing agent may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined by the purchasing agent to be in substantial compliance with the City's procurement procedures, irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially joined with that public agency in the cooperative purchase. National City's purchasing staff has confirmed that both the State of California Department of General Services Contract #1-18-23-14B with Folsom Lake Ford as well as the County of San Diego Department of Purchasing and Contracting RCS Contract #550743 were competitively bid through a Request for Bid (RFB) and bid process, and that the respective procurement procedures are in substantial compliance with those of National City.: 62 of 338 12765 FOLSOM BLVD. * FOLSOM, CA 95680.* (916) 253-2000 2019 ORDER 14-16 WEEKS FINAL ORDERS DUE 9/2112018 BUILD IS ON FIRST COME BASIS K8A 4DR AWD POLICE .112.6" WB UM AGATE BLACK 9 CLTH BKTS/VNL R W EBONY BLACK 500A EQUIP GRP .FREM SINGLE CD 99R .3..7L V6 TIVCT 44C .6-SPD AUTO TRAN 161) BADGE DELETE 17T CARGO DOME LAMP 18W RR WINDOW DEL 21L FRONT AUX LIGHT 423 CAL EM NOT REID 43D COURTESY DISABL 51S DUAL LED LAMPS. 53M SYNC SYSTEM 55B BLIND SPOT INFO 59B KEY CODE 1284X 6OR NOISE SUPPRESS 66A FRONT HDLMP PKG ,GRILL WIRING 68G RR DR/LK INOP 76R REVERSE SENSIN6' 87R RR VIEW MIR/CAM 90E LH/RH PNLS III 92R SOLAR TINT 2ND 936 CAL SER VEH EXP FLEX- FUEL 153 FRT LICENSE BKT DANIEL A RANONDi Fleet lirreoter PATROL • (916) 353-20170i AL 376 Telt Free 1.800.655-0566 Cell. (916) 8234622 FaX (9161 353-2078 • 7)11/2018 • $34,460.00 $20,836.07 LEHR UP FIT $55,29607 $ 4,83.8.41 TAX @ 8.75% $ 8.75 CA TIRE FEE $60,143,23 $ 375.00 SHIPPING $60,518.23 DELIVERED LESS $600...00 DISCOUNT 20 .DAY PAYMENT INCLUDES PANTED WHITE ROOF AND 4 DOORS REGISTRATION 63 of 338 BASE PRICE 3' .994.65 enn9i20l3 2019 POLICE INTERCEPTOR UTILITY PROPRIETARY CONTRACT :1 1 3-14B ... EQUIPMENT GROUP . lr>taiipepter• Utility AVM grid l:3&f}j •loaA 6 3.7LWp3 TR C . FFV wdh &Sped ,ade TY mtsskin •• 99R/NC. ' 3.'51. VS Eoo800 »':(13f TO Speed) length* UoiridelleOntge •-.,1 and Carpet Piper � Mitt Setts- near' --Centre'Floor.coneole.tem$:Onto( i ea aue ot(Ge:i rile e f p e-lncludesWool. -Top Ptate w Finish a ((ncl. 2 n9sfwiders).. - loor We, front'rid row .I - D(es the stand conso rn rryif ea�,, ito D) Pie �(r Natevia •with IC Yf?4lf ?. , '. ^'.1 ` SW, 9e 9gF I44C &Eti -63,566:00 08. 00 Fmd * / Moe litsteeptet Housing • -1,,reetted Wafer *le marker pal ce use, does net Inel tde LED inateiltXt IVrts lelirninates'needlo h citili �). reyrmfded We.irwning LED 0 hotes.weth etorefairtseeled capability (dam not :lactimitk LED lnaiallet) Nam Not avellelde•vrth.epeo i h67i1 i .0{l • f iieediat p tiofittki -nued LED. weim -m (- n) H hr an Ws fromandtete 01te••ractangu(ar�aideweedinglights -40dudes wirefor OWED fi , sip. aril spattior elgt) •t . . trg$eRH r'hor Indudec • tioW • Mon- •Re+enn'anoend �o Wines Lptft Padiage (OYG) or(3 , , Peckimae (07U) -A $890.00 WI Lamp / P14100 Intapaelititte lietli s4 OW ,,P(0-1EitiStFig fioNe WIttStatIdatO Want& teal0C)evabilitYVOOS not lref 44:hewed no } (sllinint tes neediu drip `. des) fde1e: Net aveitatie vittliend SIH $ : Op Tie tamp Lighting f . -.include" bas8LEU tighta•pl.rs Kr C2: Integrated hotnt :l wine LED wend rg lights in €I:D:Bts.cn[y:,M1iiring; narttroker`r?c#-mod halt:'NO amiable Woven: 07H. tieti Ramnaneridu:inpwag. upecPrOcatie (OM aUltimate wki r .(87U), w , . a 00 • Riser Lighting Solution �.�. (2). WO& flaabing linear.t iT�►kY L 1 t (drlVe(B � redf r i�ur eilti Mro) Mounted to Meld* t. • ., t .. . —lcdudes t 0 (2) tit ...: • , nbena4y LED • t)riiter`s title reed% P s bias)'�.on InAtie V. le .:,- - *tivatewttea ) LED lights only. WOG, adn9er'rOt nctrided f Not aaale wuh oTioni SIR Piece.LED tigeanly-does 'nerit odewhMgorca per t+ • ilecanirnend WO celgo Wig WO P41100616/at a Ultras Wim ( ) 476. fl 1 . -e p t85 Ft). -,cortlauti 241 roiA7.trheM001 for voirina. -Wiring Overlay toedayhstOtt •lotting old siren .Ititeif3t rur9diprta •-•Vehicle Hamaes: a Two. (2): . cOmuictOre-etip0Olts tqa 40at(61LD (engine comedown* ci ivea (2 gage iightoarmec ere a.0ne i s rirrittengine etetge ) :.yYhe7en . � BFi d .�f, :t.••r.-• YC6nkrit(titttl . .betdsid.- Iowan!) aornmeeri. :Cornea, lanotaGur<periwmess) • ad -10eiert Spit& Pablo.. (cerisele tin r.:ergc � Meant* to Contain!. Head - Pro.wiling for gee LEO.lt3Filei s and i� WA) Mitt Ind" tads D.ems• o Recommend Paine Wire Kruse Connector:WOG ON 21P tiok Nat te4tEttale wig optiflns 68U., 371-1and rAl $1, 399.00 ROWfor. the Root Pids Ati4o.compietesPeoiloge., Includes roarfRtCe r` et: �.6615 fieto ►Witeien Concern CCrdtelle Head witty dirtunablo i� behind 2i14 really Wit) ..-.10 heien •Csrroorn Retay l 1 Trait, An►ve Traffk Acivtffior Monet --f rt Corrtr r1.Rol2y Crx►cam llSNt ',ufr[n8 ham�s).�lgddM onet tnputl -High.cuOtntpigtell -°^ Whelan ElpeolinWECAN Cate. loor so e?a peep wee) tiennecle Ceneorn to Cohth4Ft Hsi <-Pie- g for Wide LED f s,.sirenf (GOA) a r5..68.00. . —Rearoorisoe�9 (651-'contowstt ov h (WC Cttan)rseffa'v % -Wile ttneari indite (Hed 18[ue) and harsi®nti -100-Wett Siren/ 4 r-# lc n odokfir Roar -Door r+etrd e e to (62P) Waal- Not av UFe WM em. ma. aBG, 670.-67t1 and SW 64 of 338 .14ar3 8n L"r..,bs,K.a..r.4=rn4ner ar,# BASE PRICE 1i2018 2019 ` OUCE INTERCEPTOR UTILITY CONTRACT .1-19-23-14B EQUIPMENT GROUP ._ - ' :' :lye :3`_-'s:.�i_rti`�:35Z•;�✓✓._w :*+4iE=_v��^6JCSaR�3L+Y �V.?;i�1i5.`1.C.^.,G.R. (111finatem.Package . Includes the . rro; — Rear corisole mounting Ogee (85i1) -contours through 214 row; channelfor e i Pre-wkirig for pile LED , sfren end speaker —Ming harness VP to rear maw area (r1a } -o. TWO (2# light —supports Aga lc )LED PPS (end to►�menfl lla) G One 1). i crcut. cargo area — � up to six (6) rear LED lights -• OQes irecttrde LED ilghb, side connectors or controller Ressinenend Pa6e Mrs Harness connector K1ts 47C and 21 P Nom Net amiable with a go= OW O7O 671-I 30 994.65 PROPRIETARY _:m6cgd G•:�cn v:,;., c_ tscAj'. z' : t•3; x .$.576.00 170tia:win mentor connector Nst - Fran For dm/seers/4y to Ford PI Package soLutions kalltdeal ▪ } Male 4-pin tz:.nnectars far sken • 6) �4pin connectors for Fabling/siren/speaker • fy. 4IP ConneStOr forspeekers (1.4 pin IP comiactor.forsty controllerrtt>nneulivity • :#.8lain.sealed ccOrrector • (i. 14pin IP connector Noe See Definers :for kerbs' : .E`.. . •� ; $110.00 Peace 'Wks Iiimitelic.rrmecor Kift.. neer Forst PI Pecloge solutIone-lnoludes:. 6 (1) 2. pin oenrtei r farrow lighting 4 (1. 2-pfn rennet bor : - • $ Female 4-pl i 6. L) Male4 pin connectors • .1:) t0-ptn connector Note See Liplftters guide for 4 i 1,E •i R. Et!" Engine Bloch Heeler -,r3:1rc �r _—_ �a :c; > sa ::r,. r� .<<a•,. ,aysr • $•a Z: rr, "L->:_i _r�'F_.•:..s .r� . _3«-.. ` � �i.S:.;k_•L�-"�,.,. 3'. 4tY.•::-$K5.2s'.1,�'.:-'`F7?r?:s:;Sc}57;s's•�:,n+�'��'r.H 21P . 00 1 0.00 Dark Car Feature— Courtesylerve disabled v►tien any 4;bar. :ope Now Not avalable with Daytime Rumba ) .,. N4A Perim Si1er* Mode .. . M and Lampsdisables! ( nestsawn DEVarie Rundlln Units by laHolm Require* Daylkle Realm Lorries 042) w Daytime Ramapo Lamps t - RecWittitabamsiativa 4a i7 r CONTRACT $21.0q $54.00 ■ :fret* WaniirigAuxigairL LightlitOriver:t -»RadiiPassenger' rade.—Moe) dWO*P :w LED I-4fa'nr11 ra:(t3ia O Sid41.030/P r w.... r Ft 0A 21w $5T7.00 .i ei `nt Interim' Visor l [Bar :(LED) -= fir: eftle mod: r.fiiliy rates( into the top of thewindstiietd clear the hr finer, edlfled cr. e " and *one" �) . lore:. Relqubss pcnecte..Piate av bie with i for [t • l Pre-witing forgriiie i Ii % siren er Rot Quartef.C71ass.,t rde Marrtser LED LIgtds.(Arive ' l•»iod Passenger .$c54:00 Rear SpoTraifrc Warning Wits ) Fuly intetated hi remspoils( for enhanced *ditty -Provides raclibluatamber dfrectIonei lighting i l:.Requires Rem' Console PI* (B t); Not available tefth.Interior Upgrade Ptekeell (6514 SIB Marker LED --Sidavlew.Wore (Driver elder —..Red!: side—Bkre) —.Located on gala of exterior nrvrer h outi fig • — LED tights.ort40,WLing. t:ontrolter'YeCI .illE liatied N tu .03quIret Nate; .i eeketi l ozid using GergaWitfeg.tli30 P( i)i,PrO$ctyfiritte Road Paufistre10719erUltimate iwirtrigPaskeeo en). E4 $1,165.00 ,i f i-GBA/ P4713 / 1 P-6711 $601.00 Spat Lamp Frep Kt :Driver Skfe sees fret itoudeVet iarep riaegni.aaopuib spot -amp Ken r SRC NeW Des not . . h r 45 O0 sa`s.,:;y-ems? :•Y.:^ rx..� .Y-M �-¢-c.nr ^ ice'.'.-�.. .:.+�: �-�r�'4:'.a5 '�'.�:u`...••�,:r4�.;m. '�'. t :....sxt's:.;�ti;--��.�i`n�:.%�Ls��'�i� Duel (driver peeteilgen aiteL $29S.00 51Z. ilk twr, $224.00 CONTRACT :V a � '�••t'it'-T� jb�FT:�tFf�C e"',?.l�h'_ L i�.����`� .� .."C''.14" - `ti•'.` �t a-4-• • r-y Only S1R $4413•.00 N+mW €ra (Fits mr§rkgirmav 65 of 338 4.4.4 Fr.. R' .t.:.•-�..:.:.t. t's.._.� s:. cSa...u..1...:-r r+.-.. �.:..._�,..a. . wi.:.u......... 6/11/2018 2019 POLICE INTERCEPTOR UTILITY CONTRACT ._1-i8-23-14B .. EQUIPMENT GROUP 894_65 PROPmenair •DrhrrerOnly (Whetrel) ; .. 30.QO .. _ Dui (char wtd paspengel) WY) its - $$48.00 • 'Oliver and paet(Whelen) WV $685 tab . Glass -Solar Tmt• -.Role RewQuarter- and Ilftgreee.WledowMeleees • Privacy Gs) al/G ; 1 al •*-soil Tint gra Rovi y, cii •blear Qualter and Li wir erm $09.0o • Roo Rac stdo Ralts- igkik • .• . IZlZ 98$.0o_., bane& Mete (Standard on nine): 7t;b 3 i 0 t = tK �'i� -a. 9.+'4xHy'[=�a .3;%:3c. J• w� x�`r'• `JS'a..a. :.• :, _ _ r0 Jw.n 'iS r• ..• r ..i.! Two-Tone V P •w1 • Hoof l • p114ll.11 • Mote • flH! 3 Roar -Doors Vinyl • IEe (Y2) Only Note: Not imitable the' p r 91C,.910, 91.E. elF,•91G, 91ii..81.1 77 aid • Twe..Tc+me_fx�_ Pecivag8 t13 E • '�RT.�! in lint av lelyeltthe -• ,•k • •• 9iAk, 91D. iE, 91F,:91 .9i dr 0.14 1006406a �} • • Wht@ : *lit the t : : $1i�i;.810 8111 .ig. $51 3.00 Twa-Ti'JI1l li!!li l'1 r on1-0oors .. Wilke .. Note Flat' . *Wilke lolloirioaa of ItIA O...01D:91E.9IKING tia 9319100 Virttyl *al Wrap .. l . • Uillile 12) lettering. beadeden I.FlfFil'i aides (*vehicle L •Egtet Vet a ivittt x lliWeJela OpllonenE1,1, 61p, 91E. 61.F 81€3i $1.1 • 810 $8:31:.00 Wed Wr.p P r mrellegOver u B ietberir g:locetaeai vn LiirEf fides of vehicle Eeleg otelialleble w Ut *e.fal ption fng a4l k. 910,011X:91n. 010014 91E- ;:... - $83i „b° ' ie01 Weird iPOLIC>~'Vellestitrtr •. Whlie �ng located on Ui sides of. velide . Eat Notavasableeith the Ioaowiea'ap orts.. e1A. 81C,Ill% ie, 91QrQ14• Mr ' ' $ '1,00 Vinyl WaidVYra sue-Sll1 •: •Whits rttg•baited arrllilHH8lrlesofve}dcle Note NO eveaalzlerviihtleei cptlie*91A.91C,:91D 81E 81F 91J 81G $8300 ;v,r P2a4-Y1.- •n': AWc "'' 30y-.- 3 -. it ..4it f ,.a Wheel rove (10'Fu Face 11{lheSt Cavt • 0' Hose: • Only'avallabie *ldt inn itendled Perm wheel, netevane* $ter B4E 64.1Q 18`•Pairnted Akurtirsms Wheel, New rer4tl €tsa 18 co iotor;a pilice steel'w$eei `' $476.00 ' '''-ISQ-F ` ` A: ,;� ems...,. :s1-A. ,, ,fl.41c. 1. ,.,„; _} .:} y.;* - ,y ,:$ r};, �'�'S;ii'e:-E£_..- �JYi�i �Si�HN_ �.T•are�f�F�-h r �>:� "_�'K �'�'S��I�rlf..4.S���S'SJr_L�.SFi�.'M• - Ste, - - see. . ' : �.. _'F•_•N_.�ti:._ .-_.��.. .... ...ice. ..S:Y.�.. • Rear. Viie�w� Cattier*((Entdoies. � thmnt Flleer Vipw Ml[Tar=,l 1deees leAlsepta yed hr• tear view, t,*Tor} l f3mW' Vadd *gam thia earn 9rath lcomes �.i thecoantor., • r ' 1 of . •l can anlibe la the' 4 tsar wait "131•r the. re* view ►nk cr (87E) �<:` � ,. NO •(Otd) 1 .SW Basic (Voice-Atidvaled utidalkin.Si+ lt)-# ides single pod ands ie *wt1'rary h � $.3 .00 • e.(4) stithes.on.A0011ing vheoliiess 8YN0} gill ..$163.06: Iltntapelabie (4) syrkahao orksteesltN it t.tth G__ ) ' :BIS $'E63`00 -xr_a^ �+r �^3. l ko^•=.-.5:'c.:•�' .,.._ r•.r n v:�4'-•o ham•, ;7 5.. .. �.: - - r.'� 'S~E,[>'Hi'��j.i%(r.•�� . �!-='��A, �r.?ft€X3 . V��. xa� "Uy i• �'' Ct^ �i _.`'R�ui,� i Door -Lock Mengel- fir' hers . ep le 57F1 $$145: 00 Jr Hicklen Denc7Locic•Pluingory/fier•tioorinoperable'. , $1.6$:»0 4,P4' 1 . Rena' -Door Handles.1noperabiel tockn Operaitte' . .801:' $30.00 •1 -Ont ?- !sue htopotowo 1.1 u :Ir. aTak3 ' 13 .. :QO Itobaes Look/ Eh1iook _(DaOipaiiei svitcheitiolookruntocicatt doers •atrtd reetr Mtge. Elifilingss • . overttiaad tXlttools. kfkgate unicOltsll .and 4.5-Second Hiner'. Ato imor 0. lM 01Be. of a retcetse bF1tton if oiddere l Mth Ranzle Keyless). .. • 101E - •NO w'cndsiws-F -window deleta,.operahlo front irctfldrtversktesvilt hes 98W • F26.0C _ . „yr� ,. _ v y ,r -.' *$:.- -TA. w.` - '_i7- �, �t .� r: -� �c`..srra�: `w"� h . - �n'���'Ys�-r..c` `. ^�' � 4", ;;,�,'..' ..r$>'a•. _ ems„ i��F I ant • . ut pettbr tloaor 111sr1 r front. nevi L 114 • ..,.ti5..V�rx�Vr-��.:.2a=� $131.00 _. •/ P4 11. .. .e ptc .ctotb soat . •.tom :00 :- / i-iU l finer. ger:seat (6-14y) win-wont:maw and.lursrber 87P , $340.00 , Wont etlE .'13Si#, 82if and notnriongabf. in ittetyewttlrilie tlw ',x_? AitAt.fhB mot* year 66 of 338 led lit Sal r IK% C v.gtore4.a lPiulnrn d 11..41rHG+ncsl I CONTRACT .1-19 3-14B Ma PRICE 430,994,9 — . 1�A�iP1i�tTAill'ff Keygd AIA09-1135X Keyed Alike-.11:64x Keyed dr135x Podrester.Aottatielt Alarm. -1 t iveted by Hood. Deost�c data -Raqufilio.Key Feb (IMF). . NOW t,;tanrtrt_ _. ddaredwith Key #c 1iA cac... ........ fdte:f him w This 'Wore attaws you klittelia the +0 to rniontri ai .pfevents *Or veidetei irarte:wiaztitodzed Ow tilt* ou de:of youryeht a, AltAltoto3 ttiekeyrfa be Moved ninn tvhtie Vehicle ooftains. Itternete ile . _ Key Pob tese.PAT3) .: udea.+ sey'fcas) Sls eyedA h womr totsee"rseia�d. ke_wheocderede hIce d-price: -'�a�:,�3'�s.' �'�,� ,� .tm •,�• •r��:y y','.se;:.., d:Sl6":Y�x4 a,r MY����., ,.,��,�.�.,��yi r.:ri„ ,ir_�,�is. _ .. .�;�: �..�rt'�`s�s,`k��,>fl..', i Ci g.`, �.. n s� _'•<�' .Li.3 ,}. �,y—i �.,6` .�..Y�t. ..^P-�f... kiint tee iJatend**+�h-C VOL* 0 r --m- . t7atr[e .. . .: those fi i+coOte ba I 'on rearOvate Del 3 'totetbadgfflgOff front haod.i Ca -go Stowe lockable door_and corntrnenttigttt) Nato Notzeilase vole .AttarA lr road ar g MA) Scuff Guards Poneetive wrap footed twt edge of both neer-doere tit/SpeedFleet fulaneacofoot -Akin fleet etiratiktfeler1a WW1* ettedtmen vehicle speed teed. the manna' Odom volume 'using ittfordauthodzed ttceetyleeteal Allaips themmot t speed be 6e set et Srutptt kaerertiont$ (bobutaut9Q.--131—) NOW See WAWA Quideforditerdet d sens.tai otEr, dreerupelrupiit psz ��...� �f�teeter •Pfli r - ra sfe tkift-Recomnientled Usage: :. ,yam, Uwe n = `� lAiis/ Note: This PM Coder fe not_tomotfrod _for day teaxdroi mace Nato t sresttreat. MP.fooStootle Entine.. u...'M 100W t lien( Icitst •t ). 2-Tosood mid meets the foouhvotentsaf Stinifewat 010141 Level ilk 67.62x.54 OM 9.79 (:3E8 Wfrohaste3 i p !APB feettissinotoes, thefts Web designed T withstesd iterea rely x45narr Plif933.320 x:arnm 5 gig I Toted ontologists(*Orman*Oki Standard O1QLO1 Urfel IV s "s.HVB M214€' 'Mow f7462x tXt AP14210:eg) Dotionott to withetenct tfvest Kends:7,82x 51:mm M51 B. 3C5 Winchester l505 r} la Eton..Level W4 irmludes eel of tTie NM Level ill rind L P° Kw Its in f6tt 2. i t 160 6/11/2018 • 2019 POLICE INTERCEPTOR UTILITY EQUIPMENT GROUP sailor:or : , fir - .rr .4"w f l .6 7.00 CQNTRACT $2523.00 i.00 $64.00 $273.00 $364yOo. NC. $74.0Q $04.00 O R C1 $3,057.00 't8X $314.00, tP 7H * m NA,w thr-figk m arlof r 67 of 338 tying tin .lArrt .tit Cora w. -. cim...tid•av,4 ....k,.....,.s n ._ r+ ......! r---H -7111822111 4707 Northgate Blvd Sacramento, CA 95834 Phone: 916.646.6626 Fax: 916.646•66.56 Sales Quote Page: 1 Quote Number; 12668 Document Date: 7/1/2018 Terms: Nat 30 Payment Method: Sell Folsom Lake Ford Ship Folsom Lake Ford To: Tammy To: Tammy 12755 Fo15om Blvd 12755 Folsorn Blvd Folsom. CA 95030 Folsom, CA 95630 Phone: Phone: Ship Via Inge IIatlon Customer ID 15075: LoCetlon: Lelir - Sacramento SalesPerson Mike McGee Blanket -PO: Vehlcle lnformatlon: 2019 FORD UTILITY, lint NATI. CITY Item No; Descrlption Category Quantity Unit Price Total Price Referred to Invoice No. S1147.33: Quote Requested by Tony Gaut 13K2019ITU16 P8450LA IONS SETINALTP 1 726,00 726.00 SA315P SIREN SPEAKER WHELEN 1 20G JO 205.00 SAK51 SPEAKER BRACKET WHELEN 1 25.00 28.00 IW8RRI33 LIBERTY II WHELEN 1 1,650.03 1,650.00 STPKT83• STRAP KIT WHELEN 1 VTX609R VERTEX RED WHELEN 78.00 78.00 VTX609B VERTEX BLUE WHELEN 78.00 78.00 IONR ION LED RED WHELEN 1 126.40 126.00 ION ION LED BLUE WHELEN 1 126.00 126.00 IONG€iOM ION GROMMET MNT WHELEN 2 55.01 10.02 CCSRNIA3 CENCOMSAFFHIRE WHELEN 1 625.00 625.00 GK11191 B15SSCA GUN RACK 11315 SETINA 1 729.00 729.00 C-VS-1400-INUT UTILITY CONSOLE HAVIS 1 231.00 231.00 C-E815•HLNN-1P FACE PLATE 1 PC HAVIS 1 C-EI340-CCS-1P FACEPLATE 1 PC HAVES 1 C-FP-2 PLUMS, HAVIS 1 C-FP-1 PLT,1Ml S, HAVIS 1 t SM-800 CON,5M,eTMS,ODG HAVIS 1 109.21 1.09;21 C-CUP2-1 CON,ACSY,CUPHLO HAVIS 1 35,28 35.28 MMSU-1 MAGN2TIC MIC KT MAGMIC 2 28.50 57.00 14,0553 3 ACC'P15 ABLE2 1 25.32 25.32 C-HDM-153 FLOOR MOUNT HAVIS 1 9.156 91.56 C-HDM-202 POLE,TELE,HDM,B HAVIS 1 133,56 133.56 C-HDM-401 SUPPORT BRACE HAVIS 1 54.60 54.60 4101 DOCK MASTER COPELAND 1 190.00 190.00 NMO-K-DS COAX CABLE. RADIO 1 18.50 18.50 TRA96063 PHANTOM LOW PRO RADIO 1 41.00 4140 25007 St20XP W/DC STRMLIGH 1 99.66. 99.66 DECALS Decal Materials OTHER 1 385.00 385.00 DS•PAN-111.1 CF31 DOCK SGL HAVES 1 745.00 745,00 LPS-104 CF31 POWER SPLY HAVIS 1 171,86 17186 AP•GP530-W-S2-.9 PS ONIV ANT RADIO 1 75.00 7.5.00 68 of 338 4707 Northgaie Blvd Sacramento, CA 95834 Phone; 916-646-6626 Fax: 916.646.6656 Sell Folsom Lake Ford To: !Tammy 12755 Folsom t1 vd Folsom, CA 95630 Phone; Sales Quote Page: 2 Quote Number; r�o 12668 Document Date; 414100 Terms; Net 30 Payment Method: Ship Folsom Lake Ford To; Tammy 12755 Folsom Blvd Folsom, CA 95630 Phone: Ship Via Installation Customer ID 15075 Location, Lehr- Sacramento SalesPerson Mike McGee Blanket PO: Vehicle Information: 2019 FORD UTILITY Unit; NAIL CITY Item No. Description Category quantity Unit Price Total Price 03-0211 UTIL HRNS FRONT PATROLPO 1 595.00 595.00 C—ARM-101 ARM REST HAVIS 1 65.96 65,96 PK0i151T1.112TMSCA 8VS RP7St25 SETINA 1 699,00 699.00 QK:0634ITLI12 CONTOUR SEAT SETINA 1 639.20 63920 WK0514ITU12 WINDOW GUARDS SETINA 1 167.20 16720 PK0316ITU122ND 12VS LFXAN PART SETINA 1 951.20 35120 TK021A11TU12 CARGO BOX SETINA 1 959.20 959:20 TPA9769 LOVER RADIO TRY SETFNA 1 285.60 2.85.60 WK0040ITU12 REAR WCNDOW.SET SETINA 1 268.00 266.00 TK0476ITU12 CARGO DECK&TRAY SETINA 1 412,00 412.00 C-MD-119 11" SLIDE ARM HAVIS 1 264.50 2264.50 13A102T 5 L0. FIRE EXT MISC 1 85.00 85.00 C-FP-4 PLT,4MS HAVIS 1 C-E825-XTL-1 P FACE PLATE 1 PC HAVIS 1 G Graphics Installation OTHER 1 195.00 195.00 I INSTALLATION CHARGES LABOR 1 2,995.00 2,995.00 CF-SA21504 4GB RAM PANASONI 1 107.00 107.00 CF-3117315KM CF-31 LAPTOP PANASONI 1 5,410.00 5,410.00 CF-K31 HD5032 500HDD 7200RPM PANASONI 1 162.00 162.00 C-E825-MA5-1P FACE PLATE 1 PC HAVIS 1 C-AP-0325 CON,ACSY,BOX,IM HAVIS 1 38.64 38.64 PKILLMAG Siren Park Kill LEHR 1 42.00 42.00 F Shipping Charges OTHER 1 250,00 250.00 Amount Subject to Sales Tax 0 Subtotal: $20,836.07 Amount Exempt from sales Tax 20,836.07 Total Sales Tax; 50.00 Total: $20,836.07 69 of 338 CO CO CO 0 0 low. wow wha W'T . xM 4'b dw o+a oo, LE'ehhl7•t. i lr;..,..,",1 kaO et" Distribution 14.1g,: has he n.:'epo tior cr.: ,,an r` evits fs.Po a Ci was on Pas. behind. .:fender' ,+ 1ner_s'i NOV/ r4d16tiOn, is nowbehind:: arfd rub. febtur kce trite y r- ti-lit Only 116arbeiar.d N. cite: IN's:action,' as Irn lernented on 2 16R :e: hterceptor: Vility':;models:10ila# •::l'ilviD4e.;: 0' Power Lug set into position (red box), • behind 2'd row passenger side floorboard ci3is'ii ;'(� :Vj�i t,j•'u'?%i'! 1 3.P, 04-:;; t ; �err�.l* n. l�;z.: � i;,.,r ' � ::,his NQ. iq rl, Q , .Ss T i r?P:') .:�:..: f It 'Y., 0:37 P le 114 i y. l C,LJ WILT J3.' L♦'Lr tii;9u. f ; :w!.. Je;srrr,c y [. .f'•1 -F r �. 1,. ...•r: :M i.rragm. .epo t::lirrapsm 4411.40 epOw JapiO'J ".•a ?JO s-1 i 'tad BuJ)jQr l»un oN ' o_qpe _1:Li6 fl e Aso r '24o peed ww i--1 CiuN001 6 / J rue ti, oezri P ad .f± H ui 4 o1 Off':, AW WI 100Z co cD 0 01 EN DLUIAJOacr' Poit9 0:1 U0 J0113rfp0Jd 40; alcialieAe apew sem, uopms gszAt Lut,09:1p,x 6bv:ct5Lid,:.si irLALP.'gt•K9T.g - (92 ado\ 0.8-A•Lual 65 .x.z-V4 - spuroi 4 1E13.e.ds puvzsigliwai Imu-6seP -6,1AeLp, 41 MO yag pl;sit sPunal adril XL 111 1:4Aei 1IN -aql JO 11:e saPntaul PA*7 110111Re'uf 0g1, JalsetputbA ebg.) 5qL -6 1., gn LULU 14g" x acy I 6 Sin erS X Z9 spunai lassql_leped:PUBA-4s411.th Q Pau61.$40 (:8a I. zifiNv -e.9.-x 4g:2.) J6.9r9ivtiv-ziAi 0-ot- 1:1f5.9,780 pept.,,,,els-riNjo-5,1a.19,4.tazipbal,aqi?s,49t4i pus. p,p4s41,., gat e?):► / 'Allsu ltiJl: 1' :E .pQ: :IWP.16oJ0 Jot n las aq u.et) uu a'A.,.f cq sir ::'p4amci.i..;:r-U.O 9DPxwt:. tti:1? pit fi?ti'`.a u e:, w.1Mo .;a:116.- 6w4m11,16pq sa a a . _ 1.I ;: 6 : 'vast& a 001-1P .:o:'rani-qr nj :Jo = A. $i Io;: pai t r t aq u6,3 plaiLi p a < :1 ; . ' :' :u :LA0 s -ann. puta: 0 u14 LJelle'4 Uq:• Nys! 4L jiJOSL \J U �1�� 4, n1� U k, r isalei ill 1.noge aAOl saizua6e A.14ew L� 'ut6'"611 t,1,1 6.'4-1,0 alLUO Lb1Jaw 111 i:o ue 1;3 'caL . .. "sseuitt5uq ; i s.' +whirl n 610.0 J$dr 5u ,pJnold :ty AV .-e ` 14 :s I:Orn'i;jxi c16'.. c" . C? : E':. <.. 5 Ain leg gay •6t4Luem itja d ,Oi iodns 6 s! 14511 ,1,-Sv,.1,O1.1611.1I;8LL L lUdIj , i :``l Sig/Li-WA aou d! 1 :: `. .: :. . :,�.i}if/,�+y/4 i'Sn1@;Iw:7:,# :L+:� y.,0. _,•:�i.,.;d..' • l .,` ,,. -:;1:.:....•.: � i7. �- .l..k7� .1,..., 1•lai"fiA Y�ii.;�,]i.'Y$7.'v?Cd S} rfg- i a8_4;0 U17J ::°e-L �..�!A.•;.tlai,Y .+.6F,i TJ;4. ! 5..f t40J1 ir�Sw':: :rtM1A}'a:. 0 1M.�•''F 7Y:SV !e " i i�IVv' '�• •' •f: .' -•r -.,•'pia, • out nee • i at °nc�:: tt�.ss u:oP4Sod:'Ld. 9U•:agi•`"A u 111u5l.a;:�* 6 k—fr-nPvcq'r,:_. acre O , aq{ .o Aue 6Uiop :„ o ..p° oW,'s aq Ires waisAs.a YS,:RilUNDO '�il'..7�11.: �1.4 'a F.G�ti L�E Y.� � � 7 ,,. + { ILi is 5L . . l. G1 ua ainc' Iat:l4 UI TU.elUai:-S. 0pLia:r�.:.':e : u 'P ,alciebP : �::.s t : sr n.:.1 °r cC:;. :� _. L0 $a:t ; rt' .; u :0 ,$-9;e1.riftr;d=We a r ,i-iced ;.€2LLr Su :a 1.4 ual4nci a -sad ) LA! PAC?' u1uUfj Jt. aA inPA.LITa ate : Luzgs lj ,:. pellado,aq ::.0 r..Fi . nad .:T � L:a E, . i _: Li t I' >` e"3jMat=^etij('i'.16':w7#.' `;it 1A711.'p`. wL?6.I :_: WAVENCIA IPI QUOTE TO: Nail anal City Polito • Graham Young • 61U•336.4514 SPARED 10Y; Andy Grimm058.864.30$0 agrlmml dawdixdoss.00m tiA'1'I Jubt-5.2010 Liable Veild Iltrouglti December 81,2018 Pnri Number Quola 8 QU0000353555AG QMH'O7"OROI AA soLC1 rioNa i o UniliDIyUnlad Prlco Total Extended Discount Prico ' .' 'i' :-t '7$s Tnfig • ''tiaAi iiceittiNciblidAi1"dldi.Slfi$Ie aelli ail.e: -, M25URS9PW1AN APX8500 71800 MH2 MOBILE RADIO 62,435.00 t11523 75 rf t ADD: PALM MICROPHONE 672.D0 $45.00 + ; - " __: >r-;'. INNW22BA 08060E H: ; SIRO DIGITAL' CAI OP AP)) $515.00 0021.88 i', ii,,-sr. nsarx"+ . G442AJ ADD. + • CONTROL HEAD 432.00 $270.00 5t1::': yi>=i =.; i:iii: . .:Eimmi ADO: REMOTE MOUNT MID POWER S297.00 $165 03 Ir r , +- Mat 101111111=0 1111B1111€I1 1t .•:1:w a::'1F MIA .ADOi APXC 0N OL HEAD SOFTWAR 5.0,00 $000 °n " • `? G361A A• D.P2STR11NIOl. 0 SOFTWARE $600.00 lf,2ao,o0 rs;l ':'"'S0f00 1'lirii's`ai):6%'.': `,.... G51Au • e N: MAI/T..011EOPERATION AMMO 0768.00 i7h.,,ti.,!;:5:,ir± G335AW AD... ' T 1,4 WAVE 762.870 MH2 ... $14.0 $0.76 1. ? i 3 "i3 7+ S18CR DO; AUXILIARY S3'KRZ.5WATT _ $60.00 $37.54' ;x ;,i`xl>;r: 1 .: z GA00560AA ADD] 70MA OPERATION- (-25 PH j8E 2) 0450:00 $281 25 .'mp t 111. ' GA00235AA An! NO GPEA0 TENNA NtI0bED• 60.00 SO 0 Y,;` 11. '' .. G906AS AG r 0VI3R Tile AIR PROGRAMMING KITAP) 5100.00 5180AD 052 50 la •i :' 41 1in W599BF ADD: 8 MODE OE1f SO( 0112.50 . w'`:;:�:.s :.._ ' a .6 :+) i . ' `4 . TOTTI 'L APXO500 M.0nIDESING4E05iHEAD:in 57<tl 32''it&ti# s 1 $0;05800: At. ",BTil53:S08'76 iOl 1020054.1M561 Total Equipment: taf-4182,SS_ $1480. 5 8;75 % I x on Equipment Total Stutpmontand Tax S23A81.91 4 6 x G24AX aYanr Warranty Service fraln the Stlrrt 0131.04 ::. .,:':i,scoo• $0.00 5 '-1 S.0O3SYC012d0 I06161iOetabile Iodine. in0new r�olice vohlnlaenneeo $4,248,00 64240A0 Order Total (Equipment, Tax, Warranty)....' . ;. _$27,729:911 tDlsooIculed Pricing from San DItOo County RCS Cunlyd•;t;i 553062. Shipping IS Included at•No CI:arge. PO'e roust ba made ova to Motorola Solutions, INC(not Day Wlretose). 80 of 338 7/11 /2018 LPA Contract Details Contract ID 1-18-23.14B Contract Type Acquisition Type Status Statewide Contract NON -IT Goods Active Description Enforcement Vehicles, Police Pursuit Supplier ID Begin Date 0000006908 06/07/2018 Contract Administrator Buyer Rudolph Jimenez Email rudolphjimenez@dgs.ca.gov Department Phone DGS - Statewide Procurement Attachments Attachment Flle Attachment_1_ _Pricing_Worksheets.xlsx Attach ment_2b_-_Bid_Specs_2310-4444-Uti lity,_dated_41218. pdf 2314_(A B).pdf Contract Line Items Supplier/lame - FOLSOM-LAKE-FORD- _ = _ -__- -: Expire -Date 06/06/2020 1-3of3 1 of 1 Item Unit UNSPSC MFG MFG Item ID Description UOM Price UNSPSC Description Name ID EPP/SABRC Status See Attached Pricing Each 25101702 Police vehicles Active Worksheets https://caloprocure.ca.gov/PSRelay/ZZ_PO.ZZ_CTR_SUP_CMP.GBL?Page=2Z CTR_SUP PG&Action=U&SETID=STATE&CNTRCT ID=1-18-23- 14B https:liwww.cale procu re.ca.gov/pages/LPASearch/Ipa-details-pri nt.htmi 81 of 338 1/1 1-18-23-14B - Utiltly Attachment 1 - Pricing Worksheets GROUP 2 - UTILITY 1.18-23.14E FOLSOM LAKE FORD FORD UTILITY Contact Line Item # (CLIN) Item Description Unit of Measure (UOMI Quantity in Unit of Measure Manufacturer (OEM) Model Manufacurer (OEM) part Number SKU!litem if Contract Unit Price 201 Law Enforcement Utility Vehicle with Police Package In accordance with specification #2310-4444 dated 04/12/2016 Each 1 FORD UTILITY K8A KBA $30,994.65 202 5yr, / 100,000 mi. - Extended Powertrain Warranty Utility Vehicle Each 1 n/a n/a FOMOCO NA $0.00 203 OPTIONAL BADGE DELETE: Manufacturers nameplate(s) / badge(s) shall be removed from the vehicle on both front doors below the window belt molding and on the tailgate. "After -factory" dealer nameplate / badge removal is acceptable if factory badge delete is unavailable from the manufacturer Each 1 n/a n/a 16D 16D $0.00 205 BALLISTIC DOOR PANEL DELETE OPTION: Remove front driver and passenger door mounted ballistic panels. Set 2 COORSTEK NIJ LEVEL III 90E 90E $3,011.50 Segment ID/Group ID Option Description Unit of Measure Quantity in Unit of Measure Manufacturer (OEM) Manufacture r Part Number Contract Catalog Discount %' Contract Unit price Contact Dealer for catalog. A Keyed Alike Vehicles SET 4 EA FORD PER -CODE 0.00% $59.00 Only options listed on the Dealer's published commercial price list (catalog) shall be available to the purchasing agencies and shall be designated as Non -Core Options. Trailer Towing Package EACH 1 EA AFTER MKT NA $388.00 Daytime Running Lights (DRL) SET 2 EA FORD 942 $46.00 Cu Iv O_ W W co DES STATE OF CALIFORNIA BiD SPECIFICATION UTILITY VEHICLE, LAW ENFORCEMENT HIGH SPEED POLICE PURSUIT 2310-4444 1.0 SCOPE: This specification describes the State of California minimum requirements for an all or rear wheel drive utility vehicle to be used in high-speed highway traffic and general law enforcement work. The vehicle will at times be operated at speeds in excess of 100 miles per hour for both short and long durations. It will be driven on all types of roads, and road surfaces and at altitudes ranging from approximately 200 feet below sea level to 10,000 feet above sea level. Ambient temperatures to which the vehicle will be exposed will range from approximately 0°F to 120°F. The manufacturer shall use components, materials and design practices that are the best available in the industry for the type of operational conditions to which the vehicles will be subjected. Engine, transmission, driveline, differential, brake, suspension, wheel, tire and other component parts of the vehicle shall be selected to give maximum performance, service life, as well as safety and not merely meet the minimum requirements of this specification. Where necessary, the component parts shall exceed the usual quantity, quality, or capacity generally supplied with standard production vehicles in order to withstand the unusual strain, exposure, temperature, wear and use required for a police application. 2.0 RULES AND REGULATIONS: Vehicles shall comply with all applicable California Vehicle Code (CVC), Code of Federal Regulations, Title 49, "Federal Motor Vehicle Safety Standard" (FMVSS) and California Code of Regulations, Title 13, "Motor Vehicles" rules and regulations (except emissions regulations). Vehicles shall also comply with Society of Automotive Engineers (SAE) J 1100, "Motor Vehicle Dimensions" in addition to all other applicable SAE standards. In addition, all vehicles shall comply with all other Federal and State rules, regulations and safety standards applicable to the vehicle type in effect on the date of the opening of the invitation for bid. Vehicles shall meet 50 State emissions requirements that allow the resale of these vehicles to the general publicas originally equipped upon emergency vehicle "service life" completion. 3.0 VEHICLE: All vehicles offered in compliance with these specifications shall be the manufacturer's "Police Pursuit Utility Vehicle" rated model and shall be suitable for high-speed pursuit and emergency driving. All vehicles shall meet the following minimum specifications: 4.0 REQUIREMENTS: 4.1 General: Each vehicle shall be new (unused), current model year production. Each vehicle shall be supplied with all equipment and accessories indicated as standard equipment in the manufacturer's published literature unless specifically deleted as stated in this specification. Optional equipment necessary to meet the requirements of this specification shall also be installed. 4.2 Engine: The engine shall be a manufacturer's "Police Package" configuration equipped with altitude compensating electronic fuel injection. The engine shall have a displacement, to be determined by the manufacturer, sufficient so that al] performance requirements described in Section 1.0, Scope and Section 4.25, Performance Requirements are achieved. RMADUELL 23-14 PAGE 1 OF 6 4/12/2018 UTILITY VEHICLE, LAIN ENFORCEMENT 83 of 338 2310-4444 The engine shall be designed to operate knock free at all engine and vehicle speeds on unleaded fuel with a minimum octane rating of 87 (RM + MM ± 2). 4.3 Engine Oil Cooler: An auxiliary engine oil cooler shall be installed if required to maintain oil operating temperatures < 300°F, under operating conditions described in the Section I of this specification. 4.4 Fuel Supply System: The fuel supply system shall be of such a design to eliminate vapor lock when the engine is operating in high ambient temperatures or during periods of extended idling. 4.5 Fuel Tank: The fuel tank furnished shall be the largest capacity available. 4.6 Cooling System: The cooling system shall be liquid pressurized, forced circulation type. The manufacturer shall provide the heaviest duty cooling system components and recovery system applicable to the model offered. The cooling system design and capacity shall maintain the engine at optimum temperature, under all operating conditions specified, without any loss of coolant or overheating of engine and components. The cooling system shall be free of contaminants that may affect cooling system component longevity and performance. Optimum engine temperature shall be maintained with the vehicle loaded to the vehicle manufacturer's published maximum gross vehicle weight rating (GVWR) and continually operated in all operating environments described within the scope of this specification. 4.7 Electrical System: The electrical system shall be 12 volt negative ground. All wiring shall include weather proof connectors. The vehicle battery shall be the optional heaviest duty type available, compatible with the vehicle charging system and intended for police service. The vehicle battery shall have a minimum of 700 cold cranking amps, with a manufacturing date not exceeding six (6) months prior to vehicle delivery. Vehicles will not be accepted with batteries exhibiting less than 90 percent of full charge at tune of delivery. The generator/alternator shall be the highest capacity optional generator/alternator listed in the manufacturer's current police package brochure applicable to the vehicle bid. It shall have a minimum 170 amp output. 4.8 Transmission: The transmission shall be fully automatic transmission equipped with auxiliary transmission fluid coolers, if necessary, to maintain oil operating temperatures not to exceed. 275°F, maximum. Console or floor mounted shifters are acceptable, but must be capable of allowing the installation of CHP radio and equipment. 4.9 Brakes: The brakes shall be power assisted and feature an anti -lock brake system (ABS). All four wheels shall be equipped with disc brakes. Friction material shall be designed for police applications. 4.10 Wheels and Tires: Earh vehicle shall be supplied with five (5) matching wheels and tires. One (1) of the Eve (5) shall be a matching full size wheel and spare tire. A space saver type spare tire is not acceptable. The wheels shall have a safety ridge rolled into the rim or otherwise designed to prevent the tire from separating from the wheel in the event of a flat. Wheels shall be steel construction, designed for police applications. Lug nuts shall be covered with a center cap. Manufacturer's standard Tire Pressure Monitoring System shall be supplied. If a tire pressure activation tool is needed to reset the light on the tire pressure monitoring system, one tool shall be provided for each vehicle as part of this requirement. RMADUELL 23-14 PAGE 2 of 6 4/12/2018 UTILITY VEHICLE, LAW ENFORCEMENT 84 of 338 2310-4444 The vehicle manufacturer shall test and certify tires as acceptable for original equipment and replacement installation on the police package vehicle specified in this invitation for bid. Any wheel weights used shall be "non -lead" type. 4.11 Suspension: The front and rear suspension including shock absorbers shall be designed for police work. Front and rear stabilizer bars are required. 4.12 Differential: The differential shall be the conventional type, ring and pinion gears, with a ratio designed to give the best overall performance for the transmission and tire size installed on vehicle. The gear ratio shall be the same on all vehicles. 4.13 Radio Suppression: The system shall not cause or be affected by any electrical magnetic interference (EMI) or radio frequency interference (RFI) including but not limited to the following radio frequencies currently in use by CHP vehicles: Low Band: 39 - 46 MHz Transmit and Receive Repeaters: 153 -155 MHz Transmit and Receive Radio, UHF 440 - 490 MHz Transmit and Receive Allied Radio 806 - 870 MHz Transmit and Receive Allied Radio 581 - 866 MHz Transmit and Receive Allied Radio 159 - 173 MHz Transmit and Receive Allied Radio 150 - 174 MHz Transmit and Receive Radio / Repeater 764 - 806 MHz Transmit and Receive Canines 26 - 28 MHz Receive Canines 303.9 MI-lz Receive Computers: 896-901 MHz Transmit, 935-940 MHz Receive Canines: 303.875 MHz Receive The system should not cause more than one (1) dB of radio degradation at the antenna whether it be radiated or conducted radio frequency interference (RFI), or electromagnetic interference (EMI). If the system causes any two or all three types of interference, the total combined allowable receiver degradation is 1 dB at all CHP frequencies. See Exhibit 2 for radio degradation testing details. 4.14 Body: The body shall be a four door, sport utility with center post. Protective side molding shall not be installed on the vehicle. This is to permit installation of an Agency insignia (33" long by 20" high) without trim interference. The wheel wells shall be constructed so that OEM approved tire chains or cables may be installed in a conventional manner, without clearance problems and without causing body or structural damage to the vehicle. 4.15 Exterior Color: The body shall be painted manufacturer's gloss black. The roof panel and lower portion of both front doors below the window belt line shall be painted manufacturer's gloss bright white. After -factory applied paint to accomplish the white portion of the two-tone paint scheme is acceptable if factory applied black and white two-tone paint configuration is unavailable from the manufacturer. RMADUELL 23-14 PAGE 3 OF 6 4/12/2018 UTILITY VEHICLE, LAW ENFORCEMENT 85 of 338 2310-4444 4.16 Interior/Seat Upholstery: Front seats shall be bucket type accommodating the installation of a center console by the end user. A 60/40 split bench / bucket type seat is not acceptable. The driver's seat shall be power adjustable and shall be designed for maximum comfort, support and durability. The front and rear seat shall be the manufacturer's standard cloth upholstery. (A vinyl rear set is acceptable provided the manufacturer warranties the vinyl seat material against sun and heat damage for not less than three (3) years.) 4.17 Speedometer: The vehicle described in thisspecification will be used in law enforcement and speedometer accuracy is essential. The speedometer shall be calibrated and be accurate within two (2) miles per hour at speeds from 15 to 100 miles per hour of the true vehicle speed, within the environmental operating conditions specified in Section 1.0 Scope. The dial face shall be marked up to a minimum of 140 miles per hour. The design of the speedometer shall be such to insure accuracy throughout the life of the vehicle. The face markings shall be in increments no greater than two (2) miles per hour. if the -manufacturer has available a digital display speedometer, the vehicle shall be so equipped. A letter of certification of accuracy shall be provided with each unit and shall be applicable to both digital and analog displays. The bidder shall specify the size of tires for which the speedometer is certified. The speed indicator pointer shall not cover more than a two mile per hour section of the scale. 4.18 Payload: The vehicle shall have a minimum payload of 1500 lbs when configured in the standard Police Pursuit rated_version._ 4.19 Radio: Vehicle shall be factory equipped with the factory base radio and at least two (2) front mounted radio speakers and two (2) rear mounted radio speakers. 4.20 Spotlights: Factory installed A -Pillar incandescent spotlights with 2 wire handles. 4.21 Hood -Latch Release: The hood latch release shall be mounted inside the front passenger compartment so that the hood can not be readily opened from outside the vehicle. The release shall be readily accessible to the seated driver. 4.22 Floor Covering: The floor covering of the front and rear floor may be standard rubber, vinyl or carpet. The color shall be keyed to the upholstery color. OEM floor mats shall be included for carpeted vehicles. 4.23 Interior Area: The Vehicle shall be equipped with 1st and 2nd row seats only, and shall have a seating capacity of minimum 5. 4.24 Miscellaneous Equipment: The vehicle shall be equipped with the following miscellaneous equipment: • Backup camera with display • Reverse sensing • Heated driver and passenger mirrors • Tilt steering wheel • Fresh air type heater and defroster. Refrigeration air conditioning of a size and type recommended and installed by the manufacturer of the vehicle. • Intermittent windshield wiper system. • Fuel level and water temperature indicator gauges. • I2-volt DC power outlet in front compartment. RMADUELL 23-14 PAGE 4 OF 6 4/1212018 UTILITY VEHICLE, LAW ENFORCEMENT 86 of 338 2310-4444 • Ballistic Door Panels (Left front and right front doors), threat level 3 or better. (Door Panels shall meet and pass National Institute of Justice Certification level III test standards. Testing certification shall be provided upon request.) • Cruise control • Dual electric horns or dual note horn. • Headlight wigwag capability. • Map/dome/courtesy light(s) which provide the following functions: o When vehicle front doors are opened, none of the interior map/dome/courtesy light(s) shall illuminate automatically. o At least one map/dome/courtesy light (at both front and second row) that shall be manually operated to illuminate the seating areas. • Quick release style driver's side inside door handle to allow the driver's door to be unlocked by pulling on the inside handle. • Driver and front passenger front impact air bag. • Driver and front passenger side impact air bag. • All four (4) doors shall contain power locking and unlocking mechanisms controlled by switches Iocated on the driver's side door control panel. • All four windows shall be power actuated and controlled from the driver's side door control panel with a lockout feature to prevent other windows from being operated when locked out by the driver. • Rear window defogger/defroster on a separate switch. • The vehicle shall use the same single key or fob for ignition, doors, rear, and glove box (if vehicle includes). A set of four (4) total keys or fobs shall be supplied for each vehicle. Each vehicle shall be keyed individually. • Arm rests on each of the four (4) doors (arm rests in rear passenger compartment may be mounted on other than the door if vehicle is so designed). • Left and right remote control outside mirrors. Similar in appearance and mounted on ]eft and right front doors. Both mirrors shall be controllable from the driver's seat. • Windshield and all windows shall feature tinted glass. • Light in rear cargo area with rear cargo door actuated switch. • Standard tool kit including wheel changing tools and jack adequate to safely lift the vehicle. 4.25 Performance Requirements: See Exhibit 1 for testing methodology. 4.25.1 AB vehicles shall meet the following Top Speed and Acceleration requirements: • 0 to 60 miles per hour in 9.0 seconds or less. • 0 to 100 miles per hour in 23.0 seconds or less. • 50 to 100 miles per hour in 18.0 seconds or less. • Attain a top speed of not less than 130 miles per hour within a distance of two (2) miles. • 0 to 60 miles per hour in 11.0 seconds or less at approximately 5,500-6,000 feet of elevation. 4.25.2 All vehicles shall be tested for the following Vehicle Dynamics: • Steering- Response, Road Feel • Suspension- Roll Resistance, Front-end Dive, Rear -end Squat • Handling- High-speed Curves, Medium -speed Curves, Tight Cornering, Predictability RMADUELL 23-14 PAGE 5 OF 6 4/12/2018 UTILITY VEHICLE, LAW ENFORCEMENT 87 of 338 2310-4444 4.25.3 All vehicles shall meet the following Braking requirements/tests. ABS Braking: • Full ABS stop from 90 MPH. Stopping distance shall not to exceed 325 feet • Vehicle stops in a straight line Pursuit Course Testing: • No Evidence of Excessive Brake Pedal Travel or Brake Fade • Braking System Provided Acceptable Stopping Power • No Steering Pull or Wheel Lock -Up • No flame occurring within the test. RMADU ELL 23-14 PAGE 6 OF 6 4/12/2018 UTILITY VEHICLE. LAW ENFORCEMENT 88 of 338 Department of General Services Procurement Division 707 Third Street, 2" d Floor West Sacramento, CA 95605-2811 State of California CONTRACT USER INSTRUCTIONS **** MANDATORY **** ISSUE AND EFFECTIVE DATE: 6/7/2018 CONTRACT NUMBERS: 1-18-23-14A — Elk Grove Auto Group (Dodge Charger) 1-18-23-14B — Folsom Lake Ford (Ford Sedan and Utility) DESCRIPTION: Enforcement Vehicles, Police Pursuit (SEDANS) and (UTILITIES) CONTRACTOR(S): Elk Grove Auto Group Folsom Lake Ford CONTRACT TERM: 6/7/2018 through 6/6/2020 STATE CONTRACT ADMINISTRATOR: Rudolph Jimenez (916) 375-4390 Rudolph.Jimenez©dgs.ca.gov The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions: LGSPD-401 Non -IT Commodities, rev 06/08/2010) Cal eProcure link: www.caleprocure.ca.gov ORDER PLACEMENT INFORMATION U.S. Mali Fax/Email Contact Information Elk Grove Auto Group 8575 Laguna Grove Drive Elk Grove, CA 95757 (530) 884-4141 dwanefleet(a�hotmail.com Dwane Galatti (916) 429-4702 Folsom Lake Ford 12755 Folsom Blvd Folsom, Ca 95630 (916) 353-2078 danr©folsomlakeford.com Dan Raimondi (916) 353-2000 Ext. 376 Mark Paoli (916) 353-2000 Ext. 307 markp(a,folsomlakeford.com ORIGINAL SIGNATURE ON FILE Rudolph Jimenez, Contract Administrator (CA) 6/7/2018 Date: 89 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18 23-14 (A, B) Contract User Instructions 1. SCOPE The State's contract with Elk Grove Auto Group and Folsom Lake Ford provides Enforcement Vehicles, Police Pursuit (Sedans) and (Utilities) at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-18-23-14 (A, B). The contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Enforcement Vehicles, Police Pursuit (Sedans) and (Utilties) to the State. The contract term is for two (2) years with an option to extend the contract for two (2) additional one (1) year period or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the contractor and the State. If a mutual agreement cannot be met the contract may be terminated at the end of the current contract term. 2. CONTRACT USAGE/RULES A. State Departments • The use of this contract is mandatory for all State of Califomia departments • Ordering departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2 and 3, as applicable. • Prior to placing orders against this contract, departments must have been granted non -IT purchasing authority by the Department of General Services, Procurement Division (DGSIPD) for the use of this statewide contract. The department's current purchasing authority number must be entered in the appropriate location on each purchase document. Departments that have not been granted purchasing authority by DGS/PD for the use of the State's statewide contracts may access the Purchasing Authority Application at http:Ifwww.dgs.ca.gov/pd/Programs/Delegated.aspx or may contact DGS/PD's Purchasing Authority Management Section by e-mail at pamsAdgs.ca.gov. • Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department's fiscal office to obtain this information. B. Local Governmental Agencies • Local governmental agency use of this contract is optional. • Local government agencies are defined as "any city, county, city and county, district or other governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges", empowered to expend public funds for the acquisition of products, per Public Contract Code Chapter 2, Paragraph 10298 (a) (b). While the State makes this contract available to local governmental agencies, each local governmental agency should determine whether this contract is consistent with its procurement policies and regulations. • Local governmental agencies shall have the same rights and privileges as the State under the terms of this contract. Any agencies desiring to participate shall be required to adhere to the same responsibilities as do State agencies and have no authority to amend, modify or change any condition of the contract. C. Unless otherwise specified within this document, the term "ordering agencies" will refer to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article. Contract 1-18-23-14 (A, B) User Instructions Page 2 6/712018 90 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18-23-14 (A, B) Contract User Instructions 3. DGS ADMINISTRATIVE FEES A. State Departments The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS. Current fees are available online in the Price Book & Directory of Services located at: httpl/www.dqs.ca.gov/ofs/home.aspx (Go to Price Book and click on "Purchasing' under Procurement Division.) B. Local Governmental Agencies For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS/PD an Incentive Fee of an amount equal to 1% of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the agency's purchase price, nor invoiced or charged to the purchasing entity. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add -on fees. 4. EXEMPT PURCHASES There is no Exempt Purchases associated with this contract. 5. PROBLEM RESOLUTION/SUPPLIER PERFORMANCE Ordering agencies andlor contractors shall inform the State CA of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. For contractor performance issues, ordering agencies must submit a completed Supplier Performance Report via email or facsimile to the State CA identified in Article 23, Contract Administration. The ordering agency should include all relevant information and/or documentation (i.e. Purchase documents). 6. CONTRACT ITEMS The following vehicles are available for purchase. GROUP 1 - SEDAN 1-18-23-14A - Dodge Charger Police Pursuit Sedan 1-18-23-14B - Ford Police Pursuit Sedan GROUP 2 -UTILITY 1-18-23-14B - Ford Police Pursuit Utility 7. SPECIFICATIONS All products listed on Attachment A, Contract Pricing, must conform to the State of California Bid Specification Number 2310-4264-Sedan, dated 4/12/2018, Attachment 2a and State of California Bid Specification Number 2310-4444-Utiltiy, dated 4/12/2018, Attachment 2b. 8. CUSTOMER SERVICE Contractor will provide office and personnel resources for responding to requests, including telephone coverage weekdays during the hours of 8:00 AM through 5:00 PM (PT). Contract 1-18-23-14 (A, B) User Instructions Page 3 6R/2018 91 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract 91 andatoiy 1-18-23-14 (A, B) Contract User Instructions 9. PRODUCT SUBSTITUTIONS Product substitution shall be in accordance with the General Provisions, section 16 entitled "Substitutions". 10. PROMOTIONAL PRICING The Contractor shall immediately notify the State CA of all manufacturers' price declines and the State shall receive full benefit of such declines, effective on the date of manufacturer's public announcement. 11. PURCHASE EXECUTION A. State Departments 1) Std. 65 Purchase Documents State departments not transacting in FISCAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site: http://www.dgs.ca.gov/pd/Forms.aspx (select Standard Forms). All Purchasing Authority Purchase Orders (Std. 65) must contain the following: • Agency Order Number (Purchase Order Number) • Ordering Agency Name • Agency Billing Code • Purchasing Authority Number • Leveraged Procurement Number (Contract Number) • Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail) • Line Item number • Quantity • Unit of Measure • Commodity Code Number • Product Description • Unit Price • Extension Price 2) FISCAL Purchase Documents State departments transacting in FISCAL will follow the FISCAL procurement and contracting procedures. 3) Blanket Orders The use of blanket orders against this statewide contract is not allowed. A. Local Governmental Agencies Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number is used by State departments only). 12. MINIMUM ORDER The minimum order shall be one (1) vehicle. Contract 1-18-23-14 (A. B) User Instructions Page 4 6/7/2018 92 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18-23-14 (A, B) Contract User Instructions 13. ORDERING PROCEDURE A. Ordering Methods: Ordering agencies are to submit appropriate purchase documents directly to the contractors via one of the following ordering methods: • U.S. Mail • Facsimile • Email The contractor's Order Placement Information is as follows: ORDER PLACEMENT INFORMATION U.S. Mail Fax/Email Contact Information Elk Grove Auto Group 8575 Laguna Grove Drive Elk Grove, CA 95757 (530) 884-4141 dwanefleett hotmail.com Dwane Galatti (916) 429-4702 Folsom Lake Ford 12755 Folsom Blvd Folsom, Ca 95630 (916) 353-2078 danrfolsomlakeford.com Dan Raimondi (916) 353-2000 Ext. 376 Mark Paoli (916) 353-2000 Ext. 307 markp(c,folsomiakeford.corn 14. ORDER ACCEPTANCE The Contractor shall accept orders from any State department or local governmental agency. The Contractor shall not accept purchase documents for this contract that: • Are incomplete; • Are submitted without CA approval of non -core items • Contain non -contract items; or • Contain non -contract terms and conditions. The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the CA. 15. ORDER RECEIPT CONFIRMATION The Contractor will provide ordering agencies with an order receipt confirmation, via e-mail or facsimile, within 48 hours of receipt of purchase document. The Order Receipt Confirmation shall include the following information: Ordering Agency Name • Agency Order Number (Purchase Order Number) • Purchase Order Total Cost • Anticipated Delivery Date 16. OUT OF STOCK REMEDY Upon receipt of order acknowledgment identifying out of stock items, the ordering agencies shall have the following options: • Request back order; or Contract 1-18-23-14 (A. B) User Instructions Page 5 617/2018 93 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandator 1-18-23-14 (A I) Contract User Instructions • Cancel the item from the order with no penalty. Contractor will provide notification to the ordering agencies regarding out -of -stock items which have been back ordered. Under no circumstance is the Contractor permitted to make substitutions with non -contract items or unauthorized products. 17. DISCONTINUED ITEM REMEDY Upon receipt of order acknowledgment identifying discontinued items, the ordering agencies shall have the following options: • Amend purchase document to reflect State -approved substitute item, per Article 9, Product Substitutions/Discontinued Items) • Cancel the item from the order. Under no circumstance is the Contractor permitted to make substitutions with non -contract items or unauthorized products without approval from the CA. Note: If an OEM ends production on the model year vehicle bid and a replacement is not available, the contract shall be terminated effective the date of the notification to the CA. 18. DELIVERY SCHEDULES Delivery for orders placed against this contract shall be in accordance with the following: A. Pre -Delivery Checklist Prior to delivery, each vehicle shall be completely inspected, serviced and detailed by the delivering dealer and/or the manufacturer's pre -delivery service center. A copy of the pre -delivery ch.ecklist_.shall be completed for each vehicle, signed by a representative of the organization performing the inspection/service, and delivered with the vehicle B. Locations Deliveries are to be made (statewide) to the location specified on the individual purchase order, which may include, but not limited to inside garages and parking lots. C. Schedule Delivery made to any State department Is to begin within 90 days after receipt of order (ARO). State departments may limit delivery to a maximum of ten (10) units per working day. Delivery to focal agencies is to be completed in full within 150 days ARO. Since receiving hours for each ordering agency will vary by facility, It will be the Contractor's responsibility to check with each facility for their specific delivery hours before delivery occurs. The Contractor must notify the ordering agency within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Confirmation. Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM. Contract 1-18-23-14 (A, B) Page 6 6/7/201 S User Instructions 94 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18-23-14 (A, B) Contract User Instructions D. Security Requirements Deliveries may be made to locations inside secure institutional grounds (such as the California State Prisons) that require prior clearances to be made for delivery drivers. Since security clearance procedures for each facility may vary, it will be the Contractor's responsibility for contacting the secure location for security clearance procedures, hours of operation for deliveries and service, dress code, and other rules of delivery. Note: In accordance with paragraph 15 of the General Provisions entitled "Delivery", the contractor shall strictly adhere to the delivery terms and completion schedule as specified in this solicitation. Failure to comply with the delivery requirements, as stated, may be considered a breach of contract and subject the contractor to General Provisions 26, entitled "Rights and Remedies of the State for Default". 19. FREE ON BOARD (F.O.B.) DESTINATION All prices are F.O.B. destination; freight prepaid by the contractor, to the ordering organization's receiving point. Responsibility and liability for loss or damage for all orders will remain with the contractor until final inspection and acceptance, when all responsibility will pass to the ordering organization, except the responsibility for latent defects, fraud, and the warranty obligations. Delivery shall be FOB Destination to the California Highway Patrol (CHP), Fleet Operations, 3300 Reed Ave., West Sacramento, California 95605. Vehicles shall be delivered from the factory to the dealer's place of business. If the purchase order indicates delivery outside an FOB point, the dealer and agency will negotiate for delivery beyond the FOB point. This delivery may be subject to an additional delivery charge by the resulting contractors. This charge shall be shown as a separate item on the purchase order and invoice. State agencies requesting delivery outside the FOB area must contact the Office of Transportation Management for freight rate comparisons if the dealer is delivering the vehicle. These delivery instructions will be provided on the purchase order. Dealers receiving a purchase order without specific transportation instructions must contact the ordering agency. Caravan or drive -away method of delivery from the factory to a dealer is not acceptable. The supplier shall insure that each vehicle reaches its delivery point with no less than five (5) gallons of fuel in the fuel tank. Drop ship deliveries shall not be made without prior State inspection. Vehicles delivered from a dealer with more than 50 miles on the odometer will be charged 50 cents for each mile exceeding 50 miles. This charge shall be deducted from the order price for each vehicle delivered against each order. Vehicles delivered with more than 250 miles on the odometer will not be accepted. 20. SHIPPED ORDERS All shipments must comply with General Provisions (rev 06/08/2010); Paragraph 12 entitled "Packing and Shipment". The General Provisions are available at: httD://www.documents,dqs.ca.qov/pd/modellanq/GPnonIT060810.pdf. 21. HAZARDOUS MATERIALS DOCUMENTATION For products that contain hazardous chemicals, as defined by California Code of Regulations, Title 8, Section 339, the Contractor must provide a Material Safety Data Sheet (MSDS), via facsimile or email, to the ordering agency upon written request. Contract 1-18-23-14 (A, B) User Instructions Page 7 61712018 95 of 338 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contact Mandatory ory 1-18-23-14 (A, B) Contract User Instructions 22. INSPECTION AND ACCEPTANCE Vehicles ordered for State use will be inspected by a State Inspector at the dealer's place of business, Inspection will commence within five (5) State working days of notification that a vehicle is ready for inspection. Inspection will include: specification compliance, workmanship, appearance, proper operation of all equipment and systems, and that all documents are present. In the event deficiencies are detected, the vehicle will be rejected and the delivering dealer will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re -inspected and accepted. Completion of inspection or acceptance by the State Inspector shall in no way release the dealer from satisfying the requirements of the contract, specifications, and warranty. Deviations from the specified requirements that are detected by the inspection shall be corrected by the dealer in an expeditious manner at no expense to the owning agency. Inspection by local agencies will be at the dealer's place of business or as otherwise agreed to by the dealer and local purchasing agency. The following documents shall be delivered to the receiving agency with the vehicle: • Completed and signed pre -delivery service checklist, including the order number and Vehicle Identification Number (VIN) • "Line Set Tickets" or "Window Sticker" showing all options installed • One (1) copy of the vehicle warranty • One (1) Owner's Manual • Speed Calibration documentation for each vehicle 23. CONTRACT ADMINISTRATION Both the State and the contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues. Administrator Information DGSIPD (State CA) Elk Grove Auto Group 1-18-23-14A Folsom Lake Ford 1-18-23-14S Contact Name: Rudolph Jimenez Dwane Galafti Dan Raimondi or Mark Paoli Telephone: (916) 375-4540 (916) 429-4702 (916) 353-2000 Ext. 376 or (916) 353-2000 Ext. 307 Facsimile: (916) 375-4613 (530) 884-4141 (916) 353-2078 Email: Rudolph.Jimenez(a�dgs.ca.gov dwanefleet@hotmail.com danrfolsomlakeford.com markp ex,folsomlakeford.com Address: DGS/Procurement Division 707 Third Street, 2nd Floor West Sacramento, CA 95605 Elk Grove Auto Group 8575 Laguna Grove Drive Elk Grove, CA 95757 Folsom Lake Ford 12755 Folsom Blvd Folsom, Ca 95630 24. INVOICING Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information: • Contractor's name, address and telephone number • Leveraged Procurement Number (Contract Number) • Agency Order Number (Purchase Order Number) • Item and commodity code number Contract 1-18-23-14 (A, B) User Instructions Page 8 96 of 338 6/7/2Q18 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18-23-14 (A, B) Contract User Instructions • Quantity purchased • Contract price and extension • State sales and/or use tax • Prompt payment discounts/cash discounts, if applicable • Totals for each order 25. PAYMENT A. Terms Payment terms for this contract are net forty-five (45) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty- five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later. B. CAL -Card Use Use of the CAL -Card for payment of invoices is not allowed under this statewide contract. C. State Financial Marketplace The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Supplier will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the supplier on behalf of the State. D. Payee Data Record Each State accounting office must have a copy of the Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State departments should contact the contractor for copies of the Payee Data Record. 26. CALIFORNIA SELLER'S PERMIT The California seller permit number for the contractor is listed below. State departments can verify that permits are currently valid at the following website: www.boe.ca.gov. State departments must adhere to the file documentation required identified in the State Contracting Manual Volume 2 and Volume 3, as applicable. Contractor Name Seller Permit # Contractor Name Seller Permit # Elk Grove Auto Group 100-197237 Folsom Lake Ford 026-797640 27. WARRANTY The manufacturer's regular new vehicle warranty shall apply to all vehicles procured against the resulting contract. The warranty shall be factory authorized and shall cover not less than 3 years/36,000-mile bumper to bumper, no charge parts and labor. All emission -related components shall be warranted in compliance with the California Air Recourses Board (CARB) and Federal requirements. Bids offering independent insurance or a statement indicating self-insurance will be deemed non -responsive and will be rejected. Contract 1-18-23-14 (A, 6) User Instructions Page 9 97 of 338 6r7r2018 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES PROCUREMENT DIVISION Contract Mandatory 1-18 23 14 (A, 113) Contract User Instructions This warranty shall be honored by all franchised dealers of the vehicle within the State of California. The State's established preventative maintenance procedures and practices shall be acceptable to the manufacturer/dealers in lieu of the manufacturer's prescribed procedures, which may form --a part of the warranty. Ali warranty certificates and/or cards shall be supplied with each vehicle delivered. If an additional extended warranty ispurch-aced; a warranty certificate, warranty card, or a statement indicating the extended warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered. Normal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to normal wear or gross operator neglectand abuse, such as window, seat or wiper motors, chassis electrical switches (door, trunk lid), paint hinges, locks,. etc., shall be covered. The State reserves the right to use re -refined lubrication oils, where available, in lieu of the virgin equivalent oils. The re -refined oils used by the State will meet all API and SAE standards and specifications as set forth by the vehicle manufacturer. The use of said oils shall in no way void or degrade the original manufacturer's minimum 3-year/36,000- mile warranty. The State reserves the right to use recycled content antifreeze/coolant, where available,- in Iieu_ of virgin equivalent antifreeze/coolant, in servicing its vehicles. The recycled antifreeze/coolant used by the State will meet all ASTM standards and specifications as set forth by the vehicle manufacturer. The use of said recycled antifreeze/coolant shall in no way void or degrade the original manufacturer's minimum 3-year/ 36,000-mile warranty. "Manufacturer's Warranty Policy and Procedures Manual" shall be made available upon customer re-guest1 The solicitation shall also require each awarded dealer to designate by name, a responsible contact and alternate assigned for the duration of the contract, who will resolve State warranty -related claims on a priority basis. Note: Vehicles not placed in service immediately upon receipt shall be warranted from the date the unit is placed in service. The receiving agency shall notify the dealer in writing of the actual "in-service" date. 28. RECYCLED CONTENT There is no recycled content associated with this contract. 29. SMALL BUSINESS/DISABLED VETERAN BUSINESS ENTERPRISE PARTICIPATION There is no small business (SB) or disabled veteran business enterprise (DVBE) participation for this contract. 30. BIDDER DECLARATION/COMMERCIALLY USEFUL FUNCTION (CUF) The DGS/PD, as the awarding department, has assessed the prime Contractor and subcontractor certifications and CUF during the solicitation evaluation process. Consequently, when executing purchase documents pursuant to this contract, it is not necessary for State departments operating under statewide contract purchasing authority to request the completion of a Bidder Declaration document or perform additional CUF analysis. The department should make a notation of this within their procurement file. 31. ATTACHMENTS Attachment 1 — Pricing Worksheets for Group 1 - Enforcement Sedan & Group 2 - Enforcement Utility Attachment 2a — Specification 2310-4264-Sedan, dated 4/12/2018 Attachment 2b — Specification 2310-4444-Utiltiy, dated 4/12/2018 Contract 1-18-23-14 (A, B) User Instructions Page 10 6/7/2018 98 of 338 MOTOROLA SOLUTION Motorola High Tiered Public Safety Radios for First Responders Limited Distribution Motorola Solutions controls who liEls:l 1!u!M t11rF! Public Safety radios Can he said. They do this to limit the access of these radios getting In the hands of people who don't have an authorized need. These radios are capable of many advanced features including digital encryption and are mostly used by Police, Flre, Military and other Government Law Enforcement Agencies. These high Tiered P25 Handheld and Vehicle Radios are the APX Series and the former XTS and XTL Series. The only way to purchase these radios is Directly from Motorola and/or your Motorola assigned Motorola Manufacture's Representative (MR). Day Wireless Systems is the Motorola assigned MR for the City of National City. This means your MR is representing Motorola and quoting you directly as Motorola using their Discounted Pricing Contracts. All Purchase Orders are to be made out to Motorola Solutions, Inc, You are not purchasing anything from Day Wireless Systems (who is also a Motorola Dealer, Reselier and Service Center). Motorola Two -Way Radio Dealers & Resellers mostly sell lower tiered commercial, professional and business radios to vertical markets such as education, manufacturing, hospitality, etc.,. The High Tiered Public Safety radios like the APX6000 are not available for Dealers to purchases and Resell. These APX radios are not listed in their Dealer Price Book from Motorola. If a Motorola Radio Dealer & Reselier wanted to sell an APX Public Safety Radio they would have to submit an Above Price Book (APB) Request to Motorola, The Dealer has to list who the end user of the radio is. Motorola will deny this APB request for any Public Safety Account (City or Agency) that already has an assigned MR and Motorola Direct Sales Rep managing that account. For Example any Motorola Radio Dealer who requested to get APB pricing to buy and sell an APX radio to the City of national City would be denied. You are not able to get 3 quotes for these High Tiered Above Price Book Radios. Above Price Book pricing for a Radio dealer is always 20% off List Price from Motorola. So their cost to buy the APX radio from Motorola is 20% off list price. The Motorola Direct/MR RCS Contract Price to the City cf National City is discounted forrn 28% to 33% off List Price. Even if Motorola did approve an APB request for a Dealer, they would not be able to compete with the RCS Contract price. This Controlled Distribution provides the customer with the best pricing and aligns them with a MR that can be their trusted advisor to help them budget and make the best decisions for the long term. Andy Grimm Motorola Manufacturer's Representative — Public Safety Markets 1441070MPLAi SMUT/Ma 99 of 338 COUNTY OF SAN ❑IEGO — DEPARTMENT OF PURCFIASINC AND CONTRACTING CONTRACT NO. 550743 AMENDMENT NO. 48 , To friotoroia Solutions, Inc. Pursuant to the contract changes clause, you are directed to make the change:; described herein to thv Cilnlract or do iitc following described work not included in the previous agreed ou Statement of Work. Title of C ;ntraeu, Project, or Progrrtan: Regional gional Communications system (RCS) Mbiottr(n Sdrvicts and Equipment E fccti n Moe; Dnie 6l nod b lhlr Cotanty mf nay Die a i2c asrt ne t Petrehoslb$ inul Con4•I,cti* Description al' Contract Chartgc(s) aradlor Work T'i Be wine: I. Mlld1fy Seetion3,1esrm of Agreement and Corplcliun of Work. The contralct expiration date is change La December 3I, 2(12U. 2. Modify Section 6, NolieLs as follows: Courtly; COUNTY OF SAN 1DIEGO S00 Willy, Manager Sheriff's Wireless Services Division 5595 Overland Avenue, Suite 101 Sun Diego, CA 92123 (858) 695 3953 sUNiul.willy tid kUrUtol Motorola: Mt)TOR(11.A S(ll.IJTK)N:S, INC. Karr Wordholm, Senior Account tvtnnagcr 101G80 Trccna Street, Suite 200 San Diego CA 921.31 (K58) 48S 4440 k co.noaxfirulm(4molorolasotutions.com 3. DUO iu a[Lhiialf 4Lrativ LY111Lr Ira, %Tillage the contract number from 550743 to 552544. All oEhcr farms and Conditions remain in effect, IN WITNESS W11E1(1G11F, County and Contactor have ex.cued this Amendment effective as oldie date first sot forth above. Vda, tineundersigned Contniclur, have given curclni consideration to the change prtiposed and hereby agree, if this proposed change is appraverf, that we will provide ail equi2niesat, (itroish atlr materials, except as may otherwise he eared above, and perform all services necessary for the Kwtuk spa:cilicd hcriin. Revised contract time tar completion is December 31, 2020 . Travis Hoettetrer, W?SSSP, Vice President ikta. D610012015 v3 Mr 1'. �,�� MOW diet" !lute: CONTRA("f sl 550743 AMLiNINVENT 1148 f�iPS hl�iEiYl)}MRI i" PS NOT VAUD ?iNi,i':SS SIGNED Mr THE DEPARTMENT (W PURCHASING AND Cull P,af2TH9;2 Department Review and Recommended Aporavol: Hy; ,... .:...,, c,...- i an M. Willy, Manger Wireless Son) ;s Division, Sheriff's Deg thyme Date; ( s4 z ..a N M, PELLE(I171NQ, tor epttrtmcnL nr Purchasing and Cult tr etiaig //i/9// 100 of 338 Date: p„unl_arnertd.doe COUNTY OF SAN DIEGO — DEPARTMENT OF PURORASING AND CONTRACTING CONTRACT NO. 548289 'UNILATERALAMENDMENT NO. 47 To Motorola Sointions, Jae,: Pursuant Io the contract changes clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed on Statement of Work. Title 0:Contract, Project, or Program: Regional Communications System (RCS) Motorola Services and Equipment Effective Date; Date signed by County of San Diego, Department of Purchasing and Contracting Description of Contract Change(s) and/or Work To !Be Done: 1, Due to administrative internal controls, change the contract number from 545289 to 550743. Ali other Terms and Conditions remain hi effect. IN WITNESS WHEREOF, the County has executed this Amendment effective as of the date first set forth above. APPROVE JOHN M. PELL EGR.INO, Director Department f Purchasing and Contracting /c5/15 CONTRACT NO.548289 AMENL MGtrTNO. 47 Rev. 1114/2013 r3 101 of 338 COUNTY OF SAN IDiEGO - DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO. 544679 UNILATERALAMENDMENT NO. 46 To: Motoroia So1u91ong, inc. Pursuant to the contract changes clause, you are directed to make the changes descri"wred herein to the Contract or do the Following described work not included in the previous agreed on Statement of Work. Title of Contract, Project, or Program: Regional Communications System (RCS) Effective Date: May 81, 2011.4 i otavota Services Z:ad Ea wip gent. Description of Contract Change(s) and/or Work To Be Done: I. Due to administrative internal controls, change the contract number from 5'44679 to 548289. All other Terms anal Conditions remain in effect, IN WITNESS WHEREOF, the County has executed this Amendment effective as nftlte date first set Portb above. By: "3N M. PELLEGRINO, Directtf' Department of Purchasing and Contracting Date: p unl amend.doc CONTRACT NO. 544679 AMFNDMVNT NO. 40 Rev. J l'/4.2013 v� 102 of 338 COUNTY OF SAN it IEGO — DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO. 541947 UNILATERAL AMENDMENT NO. 43 To: Motorola Solutions, ke. Pursuant to the contract changes clause, you are directed to make the changes described herein to the Contract or tic tlic following deacribcd Work nal included in the previous agreed oti Statement of Work. Title of Contract, Project, or Program: Regional Connrannicats•ons.Syatcm (ReS) Motorola Services and Equipment Effective pate: May 02, 200 Description of Contract Chiangc(s) attdf r Work TO Be Done: .1. Doe to administrative internal controls, change the contract number from 541947 to 544679. All. other Terms and Conditions remain in effect. • IN WITNESS, WHEREOF, the County has executed this Amendment effective as of the dale first set forth above. APP JO M. PELLEGRINO, Director Department of P}irchasi g and Contracting Date: '`"' /3 ti 42i71Ua _ ( NTkAC r NO. 541947 AMENDMENT Nt), 43 103 of 338 COUNTY OF SAY DxEGO — DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO. 43095 . UNILATERAL AMENDMENT NO. 36 To M otorola, Inc.: Pursuant to the contract charges clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed on Statement of Work. Title of Contract, Project, or Program: Regional Communications Systems (RCS) Motorola Services and Equipment Motive Date: duly 9, 2011: Description of Contract Change(s) amdlorWork To Re Done: 1. Due to new fiscet year and contractor name change to Motorola Solutions, Inc,, change the contract number from 43095 to 541947. All °titter Terms and Conditions remain in effect. 1N WITNESS WHEREOF, the County has executed this Amendment effective as ofthe date first set forth above. APPROVED: WWINSTON F. MoCOLL, or Department of Purchasing and Contracting Date: t 2 ` e -" 1 ) 12f7706. CONTRACT NO. 43095 AMENDMENT NO. 36 104 of 338 activo Pk. 211 Coc,traot 4 5. AGREEMENT wfl CA14?MUNJCATIONS M NUFACTt RING- FIRM iO PROVIDE 6 A REGXO?w, COMMONXCAT1ONS SYSTEM 7 8 9 10 11 12 13 14 15 /7 19 20. 21 22 23. 24 25 26:. 27 28 29 :0 T E IS A�*T'i made and entered into thiso 1 6ity of December, 1995 by and between the County of San Diego, a political subdivision of the State of California, hereinafter called "COUNTY," and Motorola, Inc. (MQTOROLA) located at 9980 Carroll Canyon Road, San Diego, CA 92131. WITNES SETH: WB ' S, the COUNTY, by action ofBoard of Supervisors Item 9 on December 13, 1994 authorized the Director of Purchasing and Contracting, 'pursuant to Article. 03, Section 93.1 a of the Administrative Code, to award a contract to 'provide a Regional Communications System (RCS) and by Item 2 or March 7, 1995 authorized the RCS Board of Directors, on behalf of the COUNTY, to review and approve said contract, WHEREAS, the COUNTY desires such services to be. provided in accordance with MOTOROLA's proposal dated SE:HEWER 11, 1995 and as amended by MOTOROLA's letter dated December 29, 1995. WBIREAS MOTOROLA agrees to provide its services and equipment subject #o the following additional conditions, and shall be considered the prime contractor for the provision of services required by the COUNT, and WHEREAS, MO T OROLA is specially trained and posse45 certain aldiis, ewperiience, education and competency to perform special services; Volume 11" of 9 12/29(95 105 of 338 321 NOW Therefor, in consideration of the promises, and mutual covenants and agreements herein contained, the parties agree as follows: 33 34 SECTION 1. Te d Y OF MO T WOL4 35 A. MOTOROLA shaii designate a representative who will be in charge of this Proj eot: 36 B. MOTOROLA. shall designate a representative, if other than the I e rescntative designated + ff thP 37 f in "A" above, who may sign in the name of MOTOROLA, on letters, papers, and other 3 $ documents relating to professional services to be performed hereunder. 39 C The designation(s) required by "A" and "B". above shall be sent to Contracting Officer's 40 Technical Representative, (COTR) Mr. ion Pullinwider, Director, Department of 4I Information Services or.his designee. 42 D. MOTOROLA shall, ilia good wor1onauble and professional manner and at their own cost 43. ' and expense, furnish all of the labor, technical, •adt, inistrative, professional and other 44 personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all test, testing arid analysis, calcalations, and all other means 46 l whatsoever, except as herein, otherwise expressly. specified to be ,furnished by the 41.7lh COUNTY, necessa ry or proper to perform and complete the work and provide the f I services required ofMOTOROLA by this Agreement. 4911 E. MOTOROLA shall function as a. prime contractor for performance of the services described in Volume It - Statement of Work. 5 52I l • SECTION 2. WORK TO BE P.BRFORIORei f;-. f i MOTOROLA Shall illnusll, install, test and cut over a state-of-the-art 8001ti z public safety 54J l trtmked radio cominunications system as described by the functional. specifications set forth in 55ih vOTOROL,A.is proposal, including all required support equipment such as consoles as identified 56 and described in this Agreement and MOTOR. ,A's proposal. The system shall also include 57l delivery of portable and mobile radios as listed in this Agr eemefit. The COUNTY f' has the option 58 to review and modify user equipment quantities and models up to 90 days prior to actual or 59 I scheduled delivery whichever is later. All equipment provided hereunder shall he new. i IT&C.wpd Volume 12 of 9 12/29/95 106 of 338 61 62 63 64 65 66 67 68 69 70 71 72 73 75 76 77 78 79, soli 8111 82 83 84 85 861 871 88 MOTOROLA agrees to do and perform the work described in MOTOROLA' s proposal dated September 11, 1995 gs amended by MOTOROLA] ' s Setter dated December 22 , 1995. The specific tasks to he perforated by MOTOROLA are listed in Volume 1i - Statement of Work and Specific Equipment Lists are described in Volume 111 winch volumes are attached hereto and made a part, .he.reof, SECTION; 3.TERM OF AO EE;1 NT MW COlvIPLETI.QN OF WORK All equipment to be delivered and services required by this' Agreement shall be satisfactorily. completed in accordance with the schedules set forth in Exhibit B. This Agreement shall be in effect until 31 December 2010, and may thereafter be renewed upon written agreement of CO JNTY and MOTOROLA. SECTION 4, WORK TO BE DONE BY COUNTY The COUNTY shall provide such information as required by,the Statement of Work and as are reasonably necessary for MOTOROLA. to perform its services. 4.1 The COTR or a: designated representative, shall represent the COUNTY in all matters pertaining to the services rendered under this Agreement. The COTR wdl appoint a Project Manager to represent the COTR in the day-to-day operations and development of the Proje. t. 4.2 The COt?NTY shall select and acq iro sites and provide adequate access to the site to • allow delivery and installation of all required irhprovements r . 4.3 Notwithstanding anything to the contrary in this Agreement, the COUNTY shall only furnish information or services described in this Agreement to the extern that any sticit nfomtation or service is reasonably required for MOTOROLA to perform its obligations under this Agreement and is requested by MOTOROLA in. writing.:. Volume ! 3 of 9 12/29/95 107 of 338 90 9111 92 F 93 94 95 96 97 98 99 100 101 1021 104 105 1061 107' I08 104 110 1.1.1 112 U3 114'1 115 116 117 4.4 The COUNTY will supply drawings and specifications of any existing facilities including plans, elevations, sections, details and existing utilities, to tho extent that such information. is reasonably available. 4.5 The COUNTY shall participate in all subsystem acceptance tests and shall accept the subsystems in. accordance with their respective Acceptance Test 'Procedures which are incorporated herein. Upon acceptance of all subsystems, the RCS shy be deemed to be finally accepted. 4.6 The COUNTY shall acquire all permits and licenses necessary for the construction and operation of the sites. SECTION 5, 1 AYl NT The COUNTY than pay MOTOROLA, as full compensation for its services on this Project, a total amount of $ 39,672,111.92. This amount is payment for' all items as set forth in the Statement of Work and as further described in Exhibit$ "Milestone Payment Schedule & Terms." The above. amount excludes the items listed in Line Item 3 as options. Payment for each milestone shall be made in accordance with Exhibit 1. MOTOROLA shall invoice for tasks assigned subsequent to the date of this Agreement either upon milestone completion or on the following AT&C.xpd . Monthly percentage complete invoices by task, including- a listing of tasks performed and associated costs, to include all subcontract costs and other direct, 'costs, 2. A copy of the monthly rcport required in Sectioi . 8 of this Agreement sham be attached to each monthly invoice, detailing tasks performed and percentage completion of each task_ 3. The COUNTY is precluded from making payments prior to receipt of services (advance payments). The COUNT' wits accept invoices for progress payments and ifapproved, will reimburse MOTOROLA up to 90% of the value of goods/services Volume f 4 of 9 12/29/95 108 of 338 - 1,19I 120 l 11 122 1231 I24 •125 126 127I 128 129, 130 133 134 135 136 137 138 139 140 141 142 143 144 145 146 received. Invoice to be submitted as. follows: a. .Original invoices will be submitted monthly, or at the completion of each phase or task, or ai contract completion to: COUNT' AUDITC.IR...A. CON/ROLLER, ROOM 306 1600 PACI.F C HIGHWAY SAN DIEGO, CA 92101 b. A. copy ofthe invoice shall be submitted to thu COTR. The invoice must specify items and deliverables for all items described in the "Statement of Work." Payment shall be Net 30 Days from receipt and approval of invoice unless otherwise stated. Discounts will be calculated from receipt of merchandise or invoice, whichever is later. 4. The balance due for each task may be released upon the completion of that task. The final invoice will be submitted by MOTOROLA upon completion of each task. .Included in the price set. forth above, the COUNTY and .MOTOROLA. have agreed that the COUNTY will have,the ability to issue Task Orders (Item 2 below) requiring additional work within the .scope of the contract services nr exercising options as set forth below. Task Orders, up -to a: -val . of '4,300,000 (total) maybe issued bythe CO'7.1z o Order s ll: � -. Each Task r_..r .ham , 1, ' Be sequentiplly numbered -for identification purposes. • 2. Contain'a description ofthe Work to be performed. 3. Establish a price and a payment schedule for the tasks which are to be accomplished. 4. Establish a. schedule for completion of the task. 5. Shall be signed by both MOTOROLA and COTR as well as the Contracting Officer to 1'r&C.wpd indicate acceptance. r Volume 15 of 9 . 12/29/95 109 of 338 J 1.„ . PRICES: 148} Iteml: Provision of Regional Communications Systems and Associated Services: 149 $39,672,111.92. 1501 lteir2: Task orders (To be written subsequent to contract): $4,500,000. 151 Item3: As a part of this .Agreement, COUNTY and MOTOROLA agreeto the following 152 optional pricing arrangements. 1531 1. Additional equipment for the backbone, including RNG, RNC, etc. may be 154 added to the deliverable items. Such equipment shall be ordered by the COUNTY 155 through the TASK ORDER provision (line item 2) at the prices set forth in the 156 Master Equipment List (Volume II[), provided that the option to purchase at the 157 stated prices must be exercised no later than.fnal system acceptance. 158 2. COUNTY may, through the TASK ORDER provision cited in line item 2, 159 ' purchase Mobile Data equipment, additional portable equipment, spare parts and such 160 other items as are listed in "Volume III of this Agreement. 162 163 164 165 166 167 168 169 a70 171 172 173 174 175 5ECnoN 6. NOTICES A.ny notice or notices required or permitted to be given pursuanxt to this Agreement maybe delivered to the following addresses: COUNTY: COUNTY OF SAN DXEGO ATTENTION Mr. Ion Fullirtwider Department of L formation Services 1600 Pacific Highway San Diego, California 92101 MOTOROLA: MOTOROLA, Inc. AfTENTI01*I: Mr. C. Yackson, Vice President, System Integration Land Mobile Products Sector 9980 Carroll Canyon Rd. San Diego, CA 92131-1186 IT&C.9.74 VoluuMe d 6 of 9 12/29/95 110 of 338 .All notices required under this Agreement shall be in writing and shall be delivered either by (I) ;77111 personal delivery, ((i) expedited messenger service or iiil postage prepaid,recei t g (, p g return _ .,.,....p.y 178 . guested certified niail, addressed to the party set forth above. A notice will not be effective 179. until the addressee receives it, or on the date that it is recorded as being refused for receipt by the 180intended recipient. Either party may change the individual and/or the address for purposes of ttis 181 . Section by written instructions to the other party of such change. 182 183 184 185 186 187 188 189L 191 192 193 194 195 197 198 199 3, Special Teene and Conditions SECTION 7. OTk1ER AFpLXCA13 E NTS RD O RE The following documents shalt constitute the Agreement between IviOTOROLA and the COUNTY, ail identified documents are hereby incorporated by reference and made a part hereof as if fully set forth herein. 1. This Agreement and all duly executed amendments to this Agreement, -wit the latest amendment taking precedence over earlier amendments. 2. General Teems and Conditions 3, Special Terms and Conditions 4_ . The Exhibits and all duly executed amendments to said Exhibits 5. MOTOROLA's proposal, dated September. 11, 1995 and as 'amended by MOTOROLA's letter dated December 29,1995, . In the event of any inconsistency or conflict between portions of this Agreement or the referenced doe -omen -tee precedence shall be given in the following older: t,. The A., reenieann and aiEduly e . d: e-its to thus Agreement, with the latest P'iCP.f,. �4Pa Arn�n. anon t,� s �..� amendment taking precedence over earlier amendments. 2. General Terms and Conditions • 200 j i 4. The Exhibits and ail duly executed amendments to said Exhibits 201F . 5. MOTO.R.OLA's proposal, dated September 11, 1995 and as amended by MCTOROLA's 202 letter dated December 29 1995. 203 204 l'MGmad Volume 17 of 9 12/29195 111 of 338 SECTION 8. REPORTS 206 MOTOROLA shall provide monthly reports to the COTR. These reports shall include, as a 207 minimum: 208 1. A Summary of tasks performed during the reporting period, including tasks initiated, 209 tasks completed and percentage of completion of task currently in progress. 210 2. Estimates of work to be undertaken in the next reporting period, 211. 3, Problems that have arisen during the reporting period and proposed solutions. 212: 4. Any action(s) required by the COUNTY to resolve problems 213] 5. Items requiring completion by COUNTY during next period to avoid impact on 214 costs, schedule or performance, 215 6. Summary of Financial Report; as provided for in Special Terms & Condition 216 Paragraph entitled "Project/Contract Financial Reporting" 217 218 SECTION 9. AGREEMENT This Agreement (including the agreements and documents incorporated by reference in Section 220 7) constitutes the entire Agreement, understanding and representation expressed or implied 221 between MOTOROLA and the COUNTY with respect to the equipment and services to be 222 provided under this Agreement and supersedes all other additional communications, both written 223 and oral. 224 All parties by their authorized signatures, acknowledge that they have read, understood and 225 agree to all the Terms & Conditions of this Agreement. 226 227 (balance of this page intentionally left blank) IT&.G.wpd Volume 18 of 9 12/29/95 112 of 338 229 230 23111 232 233 234 235 236 237 238 239 240 241 244 245 246 247 248 COU19 7 OF SANDI GO SIGNATURE PAGE CONTRACT #✓i MOTQROLA., I\14. A r C. SitIO xSEN ContractS Division Manager L. Napier, Director Purchasing and Contracting Date: REV4VED 249 Dennis Van Der lyleaten, Chairman 251 252 253 254. 255 7561 "Board of Directors Regional Communications System Date: / --. 9 " 1T&cmgo Voluine .I 9 of 9 Name: Stephen E. Shanck • Title: Vice President. Date: / • I2/29/95 113 of 338 e_ 25811 GENERAL TERMS & CONDITIONS OFAG.REEIENT 259 260 1. DEFLNITIONS 261 262 "COUNTY" shall mean the County of San Diego, California. . 263 264. "I� OTOROLA" shall mean MOTOROLA, Inc. whose proposal has been accepted by the 265 COUNTY and who has entered into this agreement with the COUNTY to provide the equipment 266,, and services described herein. 267 268 2. AFFIRMATIVE ACTION 269 270 MOTOROLA shah comply with the Affirmative Action Program for Vendors as set forth in 271 Article Mk (commencing at Section 84) of the San Diego County Administrative code, which 272, program is incorporated herein by reference. A copy of this Affirmative Action Program will be 273 furnished upon request by the County of San Diego Contract Compliance Office, 1600 Pacific 274 Highway, Room 208, San Diego, CA 92101. 275 276 The • County of San Diego, as a matter of policy, encourages the participation of small, minority, '7 and women owned businesses. 279 3. S`X N_IVI1a✓ qT F tYa 280 281 MOTOROLA agrees that it will assign to the purchasing body (COUNTY) all rights, title and 282 interest in and to all causes of action it may have under Section 4 of the CIayton Act (15 U.S,C_ 283 Sec. 15) or wider the Cartwright Act (Chapter 1 (commencing with Section 16700) of Part 2 of 284 Division 7 ofthe'Business andprofessxons Code), arising from purchases of goods, materials, or- 285 services by MOTOROLA for sale to the COUNTY pursuant to the contract_ S ech assignment 286 I shall be made and become effective at the time the COUNTY tenders final payment to 287I MOTOROLA. 288 289 4. CAI, Qf1. 290 291 Az 2.ppiicauik, all items furnished under this Agreement shall meet or exceed the standards 292 established by the California Occupational Safety and Health Act of 1973 and current 293 amendments thereto, provided the end use of the item is for the purpose for which the item is 294'j intended. 295 296 5. DELIVERY 297 298 All delivery shall be POE at the County, unless staging or other pre-imstailation is mutually 9 agreed upon, Time is of the essence. The acceptance by the COUNTY of late performance with IT&C.wpd Volume x G -1 12/29/95 114 of 338 301 32 303 304 305 306 307 3081 309 310 311 312.. 313 314 315 316 3171� 318 319 320 eez 323 324 325 326 327 328 i� or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by the MOTOROLA. 6, R VI W 4 R_QVAIIINS.PleCTION All items and deliverables are subject to ,final inspection, review/approval and acceptance by the COUNTY at the CO-UNTYs offices. Such final inspection, review/approval and acceptance OF rejection shall be made within 15 days der delivery or as otherwise mutually agreed upon. 7, nammArr,oN FOR DEFAULT A f t3r 7.1 I after anotice of termination of this contract wider the ]provisions of -this clause, it is determined for any reason that IvIOTOROLA was not in default under the provisions of 3291 I this clause, the rights and. obligations of the parties shall be the same as if the notice of 33011 termination had been issued pursuant to the Termination for Convenience clause herein. 3318 33 ' 7.2. The rights and remedies of the COUNTY provided in this article shall not be exclusive and 333 are in addition to any other rights and remedies provided by law or under resulting order. 334 335 I 8. OR CONVENIENCE IAT1ON FCONNIENCE 336' 337 The COUNTY may, by written notice stating the extent and effective date, terminate this 338 Agreement for convenience in whole or in part, at any time. The COUNTY shall pay 339 MOTOROLA as full compensation far performance until such termination: 340 341 8.1 The unit or pro rata price far the delivered and accepted portion. '2, The COUNTY may, by written notice of default to MOTOROLA. terminate any of this Agreement in whole er in part should MOTOROLA fail to make satisfactory progress, fail to deliver in conformance to specifications and the requirements set forth therein. COUNTY shall give MOTOROLA wr tten notice of such default ("Cure Notice") and MOTOROLA shall have ten (10) working days to provide a plan of action to cure said default. In the event that either a) the plan is deemed unacceptable by the COUNTY or b) MOTOROLA, falls to cure such default, then the contract shall be terminated for default. In the event of such termination, .the COUNTY reserves the right to purchase or obtain the supplies or services elsewhere, and MOTOROLA. shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the COUNTY. The prevailing market price shill be considered the fair repurchase price. COUNTY agrees that in the event of a partial or complete termination hereunder,, the replacement System shall not have,a capability exceeding that specified in the greernen.t and that saidreplacement shall be of like kind and quality to accomp lish the intended purpose o e agreement. IT&C.svpd Volume I 0 2 12/29/95 115 of 338 s 344 345, 346 347 348 349 350 352 352 353 354 355 356' 357 358 359 360 361 362 -463 4. 405 111. VA13JA 366 367 The COUNTY reserves the right to waive a variation in specification if in the opinion of the 368 COUNTY, suet variation does not materially change the item or its performance -within 369 parameters acceptable to the COUNTY. 370 371 it. HAZARDOUS SSTANcgS 372 37311 Tithe product being supplied eontains any material ee,hichie listed on California OSTc„A 374 Director's list as hazardous; MOTOROLA shall forward a material safety data sheet 375 (MSDA) (OSIEAForm 20), referencing the purchase order number, to San Diego County, 376 Department of Health Services, Attn: Chief; Occupational & Radiological Health, PO Box 377, e 85261, San Diego, CA. 92138-5261. All shipments are to have proper labeling 37811 requirements. 3791' 3 80 11.2 LN A.CCORDANCE WITH COUNTY BOARD OF SUPERVISORS POLICY B 64, 381 MOTOROLA HALL NOT PROE ORDELIVER ANY PRODUCTS 382 MANUFACTURED US1NGFULLY HALOGENATED eELOROFLUOROC.ARBONS 383 (CFC), UNLESS SPECIFICALLY AUTHORIZED BY THE COUNTY DIRECTOR, 384 'PURCHASING AND CONTRACTING. 8.2. A reasonable amount, as costs of termination, not otherwise recoverable from other sources by MOTOROLA as approved by the COUNTY, with respect to the undelivered or unaccepted portion of this Agreement, provided compensation hereunder shall in no event exceed the total, price. 8.3 In no event shall the COUNTY be liable for any loss of profits on this Agreement or portion thereof so terminated. SA The rights and remedies of the COUNTY provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order. 9. 1J.1"LE Title to the material and supplies purchased shall pass directly from MOTOROLA to the COUNTY upon delivery, subject to the right of COUNTY to rejectupon inspection. MOTOROLA shall retain risk of loss for all equipment until, acceptance. at the COUNTY's designated facility or site; title for all equipment delivered hereunder shall pass to the County at the point and time of eceipt as evidenced by a receiving document signed by the COS, or an authorized designee. The above notwithstanding, title to software included in the equipment shall not pass to the COUNTY at any time. Software is the subject of a separate provision of this •Agreement and is subject to the license agreement set forth herein: 1-7&C.1.9M Volume 1' Cyr - 3 12/29/95 116 of 338 r Slav 12, ERomrxED CONT.It�.A.CT 387 388 Section 67 of the San Diego County Administrative Code provides that the COUTY shall not 389 contract with, and shall reject any bid or proposal submitted by the person or entities specified 390 below, unless the Board of Supervisors fads that special eiroi instances exist which justify the 391 . approval dwelt contract: 392, 393 12.1 Persons employed by the COUNTY or of public agencies for which the Board of 394 Supervisors is the governing body; 3 951 3961 12.2 Profit -making firms or businesses in which employees described in sub -section (a) of code 397 serve as officers, principals, partners, or major shareholders; 398 399 12.3 Persons who, within the immediately preceding twelve (12) months came within the 400 provisions of the above sub -section and who (1) were employed in positions of substantial. 401 responsibility in the area of service: to be performed by the contract, or (2) participated in . 402 any way in developing the contract or its service specifications; and 403 4041 12.4 Profit -making firms or businesses in which the former employees described in sub -section 40512.3 above serve as officer; principals, partners, or major shareholders. • 406 ' 7 With the ifixing of a signature to this Contract, MOTOROLA cent Tides that the above provisions 4rv8, of the Code have been complied with, and.that any exception will cause any ensuing contract to 409 .be invalid. 410 411 13. EU,BLIC AGENCY 412 413 It is intended that any other public agency (i.e., city, district, public authority, public agency, 414j municipality and other political sub -division or public corporation of California) located in -San 4150 Diego and Imperial Counties shall have the option to participate in any award .made as a result of 4 t �, .Y a.6 this solicitation a;, the same prices and FOB destination, Terms & Conditions. The County shall 41711 i_ncurro firrrtciat responsibility in connection with purchase orders issued by another public 418 agency. The public agency shall accept sole responsibility for placing order or payments to 419 MOTOROLA. State whether said option is granted. 420 421 YES IN NO f 422{a 42316 14. AvAllABItirr.y OF FUNDI G 424 425 .This contract is project funded. Fiscal funds are not included in -this Agreement 426 427 The COUNTY's obligation for payment ofany contract beyond the current fiscal year end is 18 contingent upon the availability of funding from which payment cen,be made. No legal liability rrec.wad Yalu= I G 4 12/29/95 , 117 of 338 ld -r�- on the part of the C OUNTY shall arise for payment beyond June 30 of the calendar year unless 4301 funds are made available for such performance. 4432 31 15. FLAMMABILITY. jtJ''�'�''1 r Si. oxtcn ,R 433 434 MateelOs furnished under this Agreemem must meet or exceed minimum California State Fire 435 Marshal's standard for flammability and toxicity for institutional fabrics. MOTOROLA shah 436 provide evidence of California Marshal's test results and approval number. 437, 438 16, CC1 1`�€'RACT A$�14 1 S A ClN 439 440 The Director of Purchasing and Contracting is the designated Contracting Officer and is the only 441 COUNTY official authorized to make any changes to this agreement. 442 443 The COUNTY has designated the following individual as the Contracting Officer's Technical 444 Representative (COTR): 445 446 Department .Information Services- Mr. Fon Ftllinwider or his designee. 447 448 The COTR will eheir MOTOROLA progress -meetings and will coordinate the COUNTY's 449 contract administrative functions. The COTR is designated to receive and approve MOTOROLA invoices for payment audit and inspect records, inspect MOTOROLA,'s services, i_ and provide other technical guidance as required. The COTR is got authorized to change any 452 Terms & Conditions of the Contract. Changes to the scopr4.ofwork will be made only by the 453 Board of Supervisors andfor the Contracting Officer issuing a properly executed Change Order 454 • modification. 455 456? 17. IO T ,CT ILT O RE O,S with am lineation in Section S. Re art' of 457 tljeAs:ree sent) 4581 ' 45q , The COTR and othei County Personnel, as arprepriate, will meet peri.ortirstly with 460 j MOTOROLA to review the contract performance. At these meetings the COTR will apprise 461 .MO T OR.OLA of how the COUNTY views MOTOROLA's performance and MOTOROLA will 462 apprise the COUNTY of problems, if any, being experienced. MOTOROLA will also notify the 463 Contracting Officer (in writing) of any work being performed, if any, that MOTOROLA 464 considers to.be over and above the requirements of the contract. Appropriate action shall be 465 taker to resolve outstasndarng.issates. 466 467 A suenma y of these meetings which shall include, but not be limited to, key issues, action hems, 468 items agreed to and problems requiting resolution veil] be rediecedito writing by MOTOROLA 469 and signed by the COTR. and MOTOROLA_ Should the COUNTY not concur with meeting 470 summary, the COUNTY will set out in writing any areas of disagreement. Appropriate action '"1 w71 be taken to resolve any areas of disagreement. I'r&C.wpd Volume I Gr - .5 12/29/95 118 of 338 -i 473 18. INSPECTION. QE SERVICE 47,4 4 5 > OTOROLA's services shall be performed with a high degree of care and diligence, and where 476 required, in accordance with the highest standards exercised by engineers performing si ii r 477 services in the San Diego, California area, and as expeditiously as is consistent with such 478 standards of skill and care and the orderly progress of the Work. 479 480j 188. 1 All performance (which includes services, materials, supplies and equipment fl*rnished or 481i utilized in the performance of this contract, and worlenanship it the performance of 482 service) shall be subject to inspection and test by the COUNTY during the term of the 483 Agreement. MOTOROLA shall provide adequate cooperation to any inspector assigned by 484 the COUNTY to permit the inspector to determine MOTOROLA's conformity with these 485 specifications and the adequacy ofthe services being contractually provided. All inspection 486 by the COUNTY shall be made in such a manner as not to unduly interfere with 487 MOTOROLA's performance, 488 4891 18.2 If any services performed hereunder are not in conformity with the specifications and 490 requirements of this contract, the COUNTY shall have the right to require MOTOROLA. 491 to perform the services in conformity with said specifications and requirements at no 492I increase in total contract amount. When the Services to be performed are of such nature that the difference cannot be corrected, the COUNTY shall have the right to (J.) require 1. _MOTOROLA. immediately to take all necessary steps.to ensure future performance of the 495 1 services in conformity with requirements ofthe contact, and (2) reduce the contract price 496: to reflect the reduced value ofthe services performed. In the event MOTOR.OLA fails to 497 perform the services promptly onto take necessary steps to ensure future performance of 498 the service in conformity with the specifications and requirements of this contract, the 4991 COUNTY shall have the right to terminate this contract for default as provided in the 500 Termination for Default clause herein. 501� 5021 r 19. d_y64NaEs 503i 504' The Contracting Officer .may at any time, by written order, make changes -within the general . 505 scope of this contract, in the definition of services to be performed, and the time (Le., hours of 506 the day, days of the week , etc) and place of perfonnarice theeeof if any such change causes an 507 increase or decrease in the cost o f or the time required for the performance of any parr of the 508 work under this contract, whether changed or not changed by any such order, an equitable 509 adjustment shall •be made in the contract price a delivery schedule, or both, and the contract 510 shall he modified in writing accordingly; Any claim by MOTOROLA for adjustment under this 511 clause must be asserted within 30 days from the date of receipt by MOTOROLA ofthe 512 notifications of change; provided however, that the Contracting Officer, if Contracting Officer 513 decides that the facts justify such action, may receive and act upon any such claim asserted at any " 1.4 tune prior to final payment under this contract. Where the cost of property made obsolete or 1T&C.wpd Volume .I G . 6 12/29/95 119 of 338 a excess as a result of a change is included in MOTOROLA's claim for adjustment, the 511 Contracting Officer shall have the right to prescribe the mannet of disposition of such property. 517 When the estimated cost of the change is less than $25,000, nothing ie this clause shall excuse 518 MOTOROLA from proceeding with the contract as changed. In the event that the estimated cost 519 of the change order exceeds $25,000, Motorola shall not be required to proceed with the change 520 until the change. order has been signed by both parties to the Agreement , 521 522 20. E NDENT CONTRACTOR 523 524 MOTOROLA is, for all purposes arising out of this contract, an independent contractor and shall 525 not be deemed an employee of the COUNTY. It is expressly understood and agreed that 526 .MOTOROLA shall in no event, as a result of this contract, be entitled to any benefits to which 527 COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, 528 worker's compensation benefits, and injury leave or other leave benefits. 529 530 21. ASSIG3NWEIMITY 531 532 MOTOROLA shall not assign any interest in this contract, and shall not transfer any interest in 533' . the same (^whether by assignment or novation), without the prior written consent of the 534 COUNTY thereto; provided however, that claims for money due or to become due to 535 MOTOROLA. from the COUNTY under this contract may be assigned without stack, approval. Notice of any such assignment or transfer shall be furnished promptly to the COUNTY. 538 •22. SUBCONTRACT_FOR WORK_ OR SERVICES 539 540 No contract shall be made by MOTOROLA with any party for furnishing any of the work or 541 services herein contained without the prior written approval of the CO iR excepting those 542. , suppliersisubcontractors identified in MOTOR.OLA's proposal; but this provision shall not 543 require the approval of contracts of employment between MOTOROLA and penonnei assigned ,. 544. . for services thereunder, or for parties named in proposal and agreed to any resulting contract~ 545, 546] MOTOROLA is further reminded that it is the COUNTY's policy to encourage the participation 547 of minority tausiness enterprisers. This includes: ensuring that, if available, minority &ins axe , 548 solicited, where feasible dividing the requirement into smaller units for the purpose of greater 549 minority participation, and establishing delivery and payment schedules which wilt far.-ilit oe 550 p articipatiori by minority businesses. 551 552 23. HOLD HA V E$8 553 554 MOTOROLA. agrees to fully indemnif', defend and save hartnleds the COUNTY, its officers and 555 employees against any and all loss, damage, liability, claim, demand, suit of whatsoever nature 556 for damage to property or for personal injury, including death, made by anyone whomsoever, "57 which may arise from operations carried out under this contract to the extent such claims are ; &C.wpd Volume I G - 7 12/29/95 120 of 338 5621 563 564 565 566 567 568 569 570 571 572 573 574 575 576 577 78 581 582 583' 584 585 586 587 588 589 . 590 591 5921 •593� 594 595 5961 -1J 559I 5601 56l•rj caused by MOTOROLA's sole negligence, or misconduct. MOTOROLA shall not be responsible for and the COUNTY shall defend, indemnify and hold MOTOROLA, its officers and employees, i eemlle;s from any and all claims of whatsoever kind or nature for the damage to property or for personal injury, including death, made by anyone wharnsoever, which may arise from operations carried cut under this contract to the extent such claims are caused by the COUNTY`s sole negligence or misconduct. With respect to any and all claims.ofwhatsoever kind or nature for damage to property or, for pe .o,A&..•inju!y, 4nc!udnng death., made by anyone whomsoever, which may arise from the joint or concurrent negligence of MOTOROLA. and COUNTY, each party shall assume responsibility in proportion to the degree:ofits respective fanii. IN NO EVENT SHAD.; MOTOROLA OR COUNTY BE L TAli; FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. 24. INTERF48T OT CQ *„IRA R MOTOROLA covenants that it presently has no interest, including but not limited, to other - projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this contract. MOTOROLA further covenants that in the performance of this contract, no person having any such interest shall be employed or retained by it under this contract 25. CO'IIUCT {3 CONT�AC TTOt -25.1 MOTOROLA agrees to inform the COUNTY of all MOTOROLA's interests, if any, which are or winch. MOTOROLA. believes.to be incompatible with any interests of the COUNTY. 2.5.2 MOTOROLA shall not, under eircumstances which might reasonably be interpreted as an attempt to influence the. recipient in the conduct of their duties, accept any gratuity or special favor from individuals or organizations with whom MOTOROLA is doing business or proposing to do business, in accomplishing the work under the contract:. 25.3 MOTOROLA shall not use for personal gain, or make other improper use of privileged information•which is acquired hi conneotiou with its employment. In tliis co:election, the term "privileged information" includes, but is not limited to, unpublished information reeafing to ttettriologi and scientific development; medical, personnel, or security reeorda of individuals; anticipated materials requirements or pricing actions; and lenovitledge of selections of MOTOROLA or subcontractor in advance of official announcement, IT&C.wpd Volume 1 G - 8 12129/95 121 of 338 [1 5- 25.4 MOTOROLA or employees thereof shall not offer gifts, gratuity, favors, entertainment 598 directly or indirectly to COUNTY employees. . 599 600 . 26. GOVERNING LAN 601 • 602 This contract shall be construed and interpreted according to the laws ofthe State of California. 603 604 27, AUDIT AND INSPECTION ION OF RoCOR.DS 605 606 27.1 General. The COUNTY shall have the audit and inspection rights described in this section. 607 608 27.2 .Pricing Data. If MOTOROLA submitted 'pricing data in connection with the pricing of 609 this contract or any change or modification thereto, unless such pricing was based on 610 adequate price. competition, established catalog or market prices of commercial items sold 611 in substantial quantities to the general publics or prices set by law or regulation, the 612 _ Contracting Officer or Contracting Officer's representatives who are employees of the 613 COUNTY or- its agent shall have the .right to examine the books, records, documents and -614 other data of MOTOROLA related to the negotiation prising or performance of such 615 contract, change or modification, for the purpose of evaluating the accuracy, completeness 616. and currency ofthe pricing data submitted. 61'7 ! it 27;3 Availability. The materials described Above shall be made available at the office of e..., ' MOTOROLA, at all reasonable times, for inspection, audit or reproductions, until the 620 expiration of three years from the date of final payment under this contract, or by (1) and 621 (2) below: 622 623 27.3.1 If this contract is completely or partially terminated, the records relating to the 624 work terminated shall be made available for a period of three. years from .the 625 date of any resulting final settlement. 626 6211 27 1,', Records which relate to apes, lit=gaticea or the ademcnt of claims arising 628 out ofthe performance ofthis contract, shall be made available until such 629 appeals, litigation, or claims have been disposed of: or three years after 530 contract completion, whichever is longer. 'e631. 632., 27.4 MOTOROLA shall insert a clause containing all the provisions of this entire clause is all 633 subcontracts hereunder except altered as necessary for 'proper idereification of the 634 contracting parties and the Contracting Officer under the COUNTY's Prime Contract. 5J 5 tT&C.wpd Volume .IG - 9 12129/95 122 of 338 6371 638j 639 640 641 642 643 644 645 646. 647 648 649 650 651 652 653 654 655 656 28. PATENT AND CORM fIGI:fT INI TT•TGEIKENT MOTOROLA shall _report to the Contracting Ocer, promptly and in reasonable Mitten detail, each notice or claim of patent or copyright infringement based on the performance of this contract.of which MOTO4O.LA has knowledge. 29. i! J? ' OVAL QITII2 ry ENTS Unless MOTOROLA expressly states otherwise herein, where functional requirements are expressly seated as part of the requirements oftllis Agreement ,Volume IT, Para.' 1.0, MOTOROLA, warrants that in its opinion the system is capable of meeting those requirements, In the event of any inconsistency between the functional specifications and the detailed specifications contained in this Agreement, the former will control. 30. ANSURANOT Before commencement of the work, MOTOROLA shall submit Certificates of Insurance evidencing that MOTOROLA has obtained for the period of the contract, from generally recognized responsible insurer, insurance in the following forms of coverage and minimum amounts speeifed: 30.i:. A policy of Worker's Compensation in statutory amounts. 659] 30.2 Commercial General Liability insurance written on an "occurrence" basis and in an amount 660 of not less than $1,000,000 each Occurrence. 661 662 30.3 Automobile Liability Insurance covering owned, non -owned and hired automobiles in an 663 663 amount not less than,1,000,000 combined single limit. 66511 30.4 The policies (except for Workers' Compensation) shall name the County of San Diego fis 666' additional insured. 667� 663 30.5 1~aoh policy of insurance shall contain the following clause: 669 670 it is agreed that these policies shall not be canceled nor the coverage reduced until 671 - thiirty,(30) days after the COM. shall have received written notice of such cancellation 0211 or reduction. The notice shall be deemed effective the date delivered to said COTR, as 67311 evidenced by properly validated return receipt.." .7.2.ach policy of izzezance shall name 674 the County of San Diego as the additional insured party. 675 676 30.6 The County of 'San Diego shall retain the right at any time to review the coverage, form 677 and amount of insurance required herein and may require MOTOROLA to obtain insurance �8 sufficient in coverage, form and amount to provide adequate protection against the kind I :.C,wpd Volume 1' G 10 12/29/95 123 of 338 680 681 682 683 684 685 .686 687 688 689 690. 691 692 693. 694 695 696 697 698 699 9 A 702 7t73 704 705 706 707 70811 7051 7101 711 712 714 715 716. 717 718 719� 724 '1 1 and extent of risk which exist at the time a change in insurance is required. The COUNTY requirement shall be reasonable. 31. LIC1! NSIN G Attention is directed to the provisions of Chapter 9 ofDivision 3 of the Business and Professions Code concerning the licensing of MOTOROLA. MOTOROLA and its subcontractors shall be licensed, if required, in accordance with the laws of this state and any contractor or subcontractor not so licensed is subject to the penalties imposed by such laws. 32. RETears NOTICES, FEES AND LAWS MOTOROLA shall, at MOTOROLA's expense, obtain all necessary business permits and licenses, give all necessary notices, pay all fees required by law, and comply with all laws, ordinances, rules and regulations relating to work and to the preservation of the public health and safety. 33. AM, WATL'AR POLLUTION CONTRiA, SAF ,`Y AI))1 J MOTOROLA. shall comply with all air pollution control, water pollution, Safety and Health Ordinances and statutes which apply to the work performed pursuant, to this contract, including any requirements specified in state government codes. 34. P RSO L ASSIGG;^I111 T_. ND 34.1 Resumes of key individuals who will be assigned to the project will be furnished. All such personnel will be assigned to the project. 34.2 A project manager will be assigned, (if more than one individual is assigned) as the individual responsible for the overall perrbxmance of any resulting contract and will be directly responsible for responding to tilt COTI$ at all +...mew during the te..., of fills contract. 34.3 No replacement of personnel will be allowed 'without .full resume submittal, justification therefor and approval by the COT.R. 35. RIGHT TO ACQUIRE EQUIPMENT AND SnIVIC1S Nothing in this agreement shall prohibit the COUNTY front acquiring the same type or equivalent equipment and/or aer=rce from other sources, when deemed by the COUN 7{ to be in its best, interest. 1Tac.wp Volume I G - 11 12/29/95 124 of 338 723 724 725. 726 727 36. •S V1?11 ABIL ry should any part of this agreement be held to be invalid by a court of competent jurisdiction, the remainder of the agreement shall be considered as the whole agreement and be binding on the contracting parties, 7 S 37. FINDINQS CONTIDic+.NT A.L 729 730 Any reports, information, data, etc., given to or prepared or assembled by MOTOROLA under 731 this Agreement which the COLINTY requests to be kept as confidential shall not be made 7321 available to any individual or organization by MOTOROLA. without the prior written approval of 7331 the.COUN 'Y. 7341 73 S 38. PUBLICATION REPRODUCTION .AND USE OF MATERIAL 736 737 No material produced, in whole. or in part, under this Agreement shall be subject to copyright in 738'the United States or in any other country. The COUNTY shall have unrestricted authority to 739 publish, disclose, distributee and otherwise use, in whole or in part, any reports, data or other 740 materials prepared under. this Agreement. All reports, data and other materials prepared under 741 this Agreement shall be property of the COUNTY upon completion ofthis Agreement. 742 39. LOUTATION o 'UTURE CQN'I.BACTS - 745 39.1 It is agreed by the parties to the contract that MOTOROLA wr7,1 be •restricted. in their fixture 746 contracting with the COUNTY to the manner, described below. Except as specifically. 747 provided in, this clause, MOTOROLA shall be free to Compete for business on an equal 748' .basis with other companies. 749 750 39.2 IfMOTOROLA under the terms of the contract, or through the performance of tasks 751 pursuant to this contract, is required to develop specifications or statements ofwork and 752 i such specifications or swaternents ofwork are to be incorporated into a solicitation, 753 I MOTOROLA shall be ineligible to perform the work described within that solicitation as a 754 }throe or subc:ontractorunder an ensuingCOtJNT�' contract. �.f$ is further agreed, 755 however, that the COUNTY will not, as additional work or by change, unilaterally requite 756� MOTOROLA to preprc stela specifications or statements ofwork under this contract. 757� 758 39.3 To the extent that the work under this boxitract requires access to proprietary, business 759 confident ial.or f nanciaNata of other- companies, and as long as such data remains 760 proprietary or confidential; MOTOROLA shall protect such data from unauthorized use 761 and disclosure and agree not to use it to compete with Auci. companies. 762 763 Voivme . G -12 12129/95 125 of 338 40. DRUG 8z A.LCO OL Wig 765 . 766 The County of San. Diego, in recognition of individual rights to work in a safe; healthful and 767 productive work place, has adopted a requirement for a drug and alcohol free work place, 768 County of San Diego Drug and Alcohol Use Policy C-25. This policy provides that all 769 ,COUNTY employed contractors and contractor employees shall assist in meeting this 770 requirement. 771. 772 40.1 .As a material condition, of this agreement, MOTOROLA agrees that MOTOROLA and 773 I MOTOROLA's employees, while performing service an the COUNTY property, or while 714 using COUNTY equipment: 775 776 40.1.1 Shall not be in any way impaired because of being under the influence of 777 alcohol or a drug. 778 779 40.1.2 Shall not possess an open container of alcohol or consume alcohol or possess 780 ± or be under the influence of an illegal drug. 78I; 782 40.1.3 Shall not sell, offer, or provide alcohol or a drug to another person. 783. 784 1 The above sub -paragraph shall not be applicable to aMOTOROLA employee who, as part ofthe performance of normal Job duties and responsibilities prescribes or administers medically . presstxibed drugs. 787 788 40.2 MOTOROLA shalt inform all employees that are performing service for the COUNTY on 789 COUNTY property or using COUNTY equipment, ofthe COUNTY objective ofa safe; 790 healthful and productive work place and the prohibition of drug or alcohol use or 791 1 impairment from same while performing such service for the COUNTY_ 792 793 40.3 The County may Tcinate for Default or Breach this 4reement and any other 794, Agreement MOTOROLA has with. the COUNTY, ifMOTOROIA, or MOTORO7.A s 795 employees are determined by the Conte Officer not to be in compliance with the 796 conditions listed herein. 797 798 41. SEXUAL HARASSWENT 799 800 To implezrent COUNTY polity to provide a work environment free ofs ual harassment, 801 MOTOROLA shall comply with Board Supervisors' Policy C-22, "Sexual Harassment Policy," 8021 and with ait applicable State and federal laws pertaining to sexual harassment or discrimination. IT&C.,vpd Volume I G -13 12/29/95 126 of 338 ij o. SFECIAL TERMS & CONDITIONS OF AGREEMEAT 804 805 806 X. PERM itmismg BONDS 807 808 MOTOROLA will provide to the COUNTY a Performance Bond in a suns equal to twenty-five 809 ' (25a) percent and a Payment Bond in a sum equal to ten (10%) percent of the contract with 8] 0 surety satisfactory to the COUNTY, within ten (10) working days after notice is received from 811 the COUNTY• that the contract has been awarded. The cost of providing the bond shall be 812 cosasidered as included in the price and no additional compensation will be allowed therefor. If 813 MOTOROLA fails to provide the bonds within the time specified, the COUNTY may, at its the clauses of the contra& entitled "Termination for Default" and `"Termination for S l 4 option, determine that MOTOROLA is in default and terminate the contact in accordance with sl 5 816 Convenice." 817 818 2. LICQUTl7x T.E,E„•lAS 819 820 Time is of the essence in the performance of this Agreement, and it is agreed by MOTOROLA 821 and the COUNTY- that if this Agreement is not fully and completely performed within the teams 822 of the Agreement, as described in the Project Iniplementation Plan, and such failure is due to X23 circumstances which are solely within MOTOROLA's control, and the COUNTY has ibnely 4performed its obligations under the Agreement, damage will thereby be lust lhed by the ...a COUNTY; Since it is and will be impractical and extremely difficult to determine the actual. 826 damage which the COUNTY will sustain by reason of suchdelay, it is therefore agreed that 827 MOTOROLA will pay to the COUNT Y' liquidated damages as set forth below: 828 829 a) The sum of $4,000.00 per day for Backbone System Acceptance Test Plan (ATP) 830 f completion; and $1,700.00 per day for the completion of the Console ATP for each day in 831 excess of the ailoited schedule prescribed in the Project Implementation Plan, up to a 832.1 maximum amount of $424,000.00 for the entire RCS project. • 83311 834 b) MOTOROLA will be given a thirty (30) day grace period 'orn the duo date specified in the 835 Project Implementation Plan before liquidated damages will be effective. If MOTOROLA. 836 has not completed the applicable milestone within the thirty (30) grace day period, then -= 837 liquidated damages shall be effective retroactive to the first day following the specified 838 completion date, 83 9 840 e) • Liquidated damages accrued during the performance of the Agreement will be waived by 841 ' the COUNTY ifMVMOTOROLA meets the scheduled delivery date for RCS System 842 Acceptance. 843 ll 844 If this Agreen�ient is not fully and completely performed within tt4 time set forth in the Project Implementation Plan, the COTTNTY's Contracting Officer shall have the right to increase the 1T&C.wpd Volume 1 S 1 12/29/95 127 of 338 847 848 849 850 851 852 8531 8541 855 856 857 858 859 860 861 862 863 864 S651 g66 7 869 870 871 872 873 874 -875 876 877 878 879 880.. 881 882 883 884 8851 886 '887 -�8 time far such performance and to waive the"above damages. Nothing in this Section shall be construed as giving MOTOROLA a right to extra time for performance. IfMOTOROLA is delayed by reason of changes or extra services ordered by the COUNTY, or by conditions expressed in this section, the time for performance of this Agreement may be extended cormnensurately.by agreement by the Contracting Officer and MOTOROLA. MOTOROLA will be relieved during the period of such extension of arty claim for liquidated damages. This section .may be invoked or waived at the sole option of the COUNTY. The COUNTY must notify MOTOROLA by certified mail in accordance with Section 6. NOTICES of its intent to levy or waive any liquidated damages under this Article. The foregoing will be the COUNTY's sole remedy for delays in the delivery of equipment or the performance of services. MOTOROLA's right to proceed shall not be terminated nor MOTOROLA be charged with resulting damage if: 2.1 The delay in the completion of the work arises from unforeseeable causes beyond the control and without the fault or negligence of MOTOROLA, including but not restricted to acts of the public enemy, acts of the COUNTY in. either its sovereign or contracting capacity, acts of another contractor in the COUNTY, fires, floods, epidemics, quarantine restrictions, styles, freight embargoes, unusually severe weather, or delays ofsubcontrac- tors or suppliers arising from unforeseeable causes beyond the control and, without the fault or negligence of both MOTOROLA, and such subcontractors or suppliers, and; 2.2 MOTOROLA, within 10 days from the beginning of any such delay (unless the Contracting Officer granrts a further period of time before the date offinal payment under the contntct), notifies the Contracting Officer in writing of the causes of delay in (2.1) above The Coritrachng Officer shall ascertain the facts and the extent ofthe delay and extend tb.e. time, for completing the work w.heu, in his judgement, the findings of fact justify such an extension, and his findings of fact shall be final and canaclusive on the parties_ As used in paragraph (2.1) ofthis clause, the terms, "subcontractors or suppliers' means subcontractors or suppliers at any tier. 3_ ir'VOiCE+ S All deliveries must be accompanied by invoices or delivery tickets. A copy of each invoice or delivery ticket must be signed by the individual accepting delivery. Invoices shall include item, description, quantity, delivery point, price, terms, purchase order number, sub -order number (if nra:o%p; Volume i S -- 2 12/29/95 128 of 338 #4, 890 891 892 893 894. 895 896 897 898 899 900 901 902 903 .904 905 906 907 908 applicable to a blanket purchase order) and any data relative to the shipment. Original invoice shall be mailed to COUNTY Auditor and Controller, Room 306, 1600 Pacific highway, San Diego, California, 92101. Discounts will be calculated from receipt ofinerchandise or invoice, whichever is later. 4, SO.FTWARE LICENSE MOTOROLA hereby grants to the COUNTY a nonexclusive and Sully paid -up perpetual, software license, to use the 800 Affl system software as defined in the Agreement and described in this Agreement and related documentation, including a Copy erne License which is included as Exhibit D. 5; SOURCE CODE By executing this Agreement, MOTOROLA is making a firm commitment to support the software provided to the COUNTY. However; in order to address any concerns that the COUNTY may have regarding MOTOROLA's ability to support the software, MOTOROLA proposes the following: "In the event that: (I) MOTOROLA discontinues support for an item of MOTOROLA owned software furnished under the Agreement and subsequent releases of such software, if any; and (ii) the COUNTY is, and remains, not in breach of tfte Agreement or other • 119 applicable license agreement; then at the COUNTY's request, MOTOROLA will, at MOTOROLA's option, eitherrecontinue support for such software item; arrange for support by _ a an entity that has access to the source code and related documentation with all revisions, 912 corrections, enhancements and other changes made to the software, so that the source code 913 constitutes a. human readable program for the then current release of the software and supported 914 by the then. current version of its related documentation for such software item; or grant the 915 COUNTY a license, under separate terms and conditions, to use MOTOROLA-owned Source 916 code corresponding to such software for the COITNTY's internal use by the COUNTY's 917 ++� empIoyees and the COD-N.7 ',s agents, consultants, and independent contractors (provided that 91811 prior to their access to such source code, the COUNTY'a aged; eoe_tleants seed indepeedeet. 91 cnrrtractora Grier- into a non -disclosure agreement in forte and substance that is reasonably 920 satisfactory to MOTOROLA) solely as a trouble analysis aid for isolating, diagnosing, and fixing 921 problems in such software. 922 923 6. MD& 1-.RICIINTG STAIXTURE 924 925 All pricing quoted in this Agreement, except the prices in Volume 111 shall be firm for the ter of 926 the Agreement; shall apply to all equipment, software, services and supplies; and shall also apply 927 , to any equipment changes or additional equipment which the COUNTY may purchase under this 928 ] Agreement. The COUNTY shall allow MOTOROLA to increase -the discount at any time during 929 the terns of the Agreement. 930 ix&Cpd Volume I S - 3 12/29/95 129 of 338 933 934 935 9345 937 938 93 9 940 941 942 943 944 945 946 947 948 949 950 951 952 . 955 956 957' 958 959 960 961 1 MOTOROLA represents that the products and services under this A.greemennt have not been ` previously sold or oared for sale under substantially similar Terms & Conditions and in substantially similar quantities to any other Star; County or City at a lower price than the price Ioffered to the COUNTY on products sold under this Agreement. The prices reflected m Volume 11 will remain valid for a period of ten (10) years from final system acceptance. Items may be added to Volume La at any time by mutual consent of MOTOROLA and the COUNTY. MOTOROLA shall extend all price reductions to the COUNTY. Price increases shall only be allowed subject to general increases in 1vMOTCROLA.'s published price list. MOTOROLA may increase prices listed up to a maximum not to exceed the lesser of the Consumer Price index C cpF) or three (3) percent. The initial base price shall be the prices listed in this Agreement. Thereafter, the base price shall be the latest adjusted price as established in accordance with the terms of tlria Section. In no event will prices increase more than once during any COUNTY fiscal year. At any time during its performance of this Agreement, MOTOROLA may implement changes in the products set forth in Volume HI, modify the drawings and specifications relating thereto, or substitute therefor different products; provided, however, that any such chang;,s,modifications or substitutions, under normal and proper use: (i) shall not materially or adversely affect physical or functional interchangeability or performance (except where there is written agreement between the parties that specific characteristics will be so affected); (ii) shall not detract from the safety of the product and (iii.) shall be type -accepted by the appropriate authority, if recquired. Any replacement products provided byMtTOROLA pursuant to this section shall be offered in accordance with the pricing structure set forth above. 7, FCCTAA. LICENSE The COUNTY is responsible for obtaining any licenses required by the Federal Communications Commission (FCC) and the Federal Aviation.Administration (FAA). COUNTY and MOTOROLA expressly agree that the project implementation is contingent upon receipt of 962; proper FCC P t hceng..1vMOT OROLA's performance of this Agreement she ensure that all 963 applicable requirements of the FCC/FAA licensing are met by the 800 MHz Trunked Radio 964 Communications System. 965f 966 3. irvIaSIVIEPTATION SCI DULfL+. 967 968 r Preliminary and final bnplemezrtation schedules and final system design shall be prepared by 969 : MOTOROLA. The feral implementation schedule shall indicate in detail all the 800 MHz system 9701 tasks, related subtaslcs to be performed and the associated dates the tasks are to be performed 9711 and a final completion date. No equipment shall be scheduli'd fief deliver; more than eight (8) 972 weeks prior to its scheduled installation date without approval of the COT,}. The final 973 implementation schedule and system design shall be subject to approval by the COUNTY and '74 shall he provided by MOTOROLA within thirty (30) days after final system design. approval, t r&c.wpa VolumeI S-4 12/29/95 130 of 338 998 999 1000 1002 1002 1003 1004 1'Ju.i 1 1006 1007 1008 1009 1010 10111 1412 1013' 1014 1015( 1016 Yf7^7 11 The Final Implementation Schedule as approved by the COUNTY shall be attached hereto and - 975 becomes a part of this Agreement. 977 9781 9. 'NON MTERFERENCE` TT11_RCS AGENCIES 9791 9880, MOTOROLA's performance of work under this Agreement must not interfere unnecessarily 981 with the operation of any RCS agency. 982 923 10.. INVENTORY 984 985 MOTOROLA agrees to maintain an invenx tory report which. includes a line item for COUNTY ' 986 asset or property tag IDff. 987 988 11. INTERFACE wrot O"1'n. R VENDORS 989 990 MOTOROLA. agrees to cooperate with other vendors supplying equipment to, or performing 991 services for, the COUNTY' asmay be requested by the COUNTY. MOTOROLA specifically 992 agrees not to unreasonably withhold technical daia deemed necessary by the COUNTY for 993 interface with equipment or software system supplied to the COUNTY by other vendors. This 9941 shall got be construed, however, as implying that MOTOROLA will provide unlimited 995 documentation to other vendors or that special services will be provided. Any request by the S COUNTY that MOTOROLA cooperate with other vendors shall recognize MOTOROLA's right to protect its proprietary interests and intellectual property. 12. ADVERTISING/PROMOTIONAL TOURS To protect the privacy, operational effectiveness and integrity of the COUN"TY's use of the 800 MEz system, MOTOROLA shall refrain from any advertising of the COT3NTY's 800 MHz system and refrain from ax-tanging or encouraging promotional or other visits to the COUNTY, except as specifically approved in advance by the COUNTY. However, the COUNTY anref!.7 t.iat it shall occasionally mow. such tours and advertising unless they unreasonably interfere with the communications center or other COUNTY operations. 13. STA"i -Op T13 A T EQIITL1NT The parries acknowledge that the COUNTY desires to have the most ca rent equipment and software for the system at the time of installation. 1'MOTOR.OLA becomes aware that improved, compatible equipment or Rof_lware products are available thirty (30) days prior to shipment, MOTOROLA will notify the COUNTY. In its notice to the COUNTY, MOTOROLA will provide an assessment, to the extent such information is available, of the advantages; disadvantages and cost impact to the COUNTY, ifany, of utilizing such alternative equipment or software. The COUNTY will advise MOTOROLA in writing within ten (10) days of its intention to utiiire or disregard such alternative equipment or software; failure of the COUNTY Volume 1 S - 5 12/2.9/95 131 of 338 to advise MOTOROLA will be deemed an election by the COUNTY to disregard the utilization 1019 of the alternate equipment or software. 1020l 10211 14. KallMEb:N' CO A 71LITX' 1022 1023 14.1 MOTOROLA agrees that the hardware and/or software, together with any and all 1024 associated equipment it will provide, as otherwise specified in the Agreement and described 1025 in the Statement of Work will perform individually and as an integrated System in 1026 aecor'dance with the specifications and repreaentatians stated in this Agreement. This 10271Agreement does not extend to the performance or integrationy equipment into 1028 � of the System aur a diil~erentyyto 1029 products, elements or components not supplied by MOTOROLA.combinationystem equipment in with 1030: 1031 14.2 During the performance of this Agreement, it is understood that, MOTOROLA may 1032 implement changes in the products set forth in this Agreement or substitute products of 1033 more recent design. This shall be allowed provided that any such changes, modifications 1034 . and substitutions, under normal use shall not materially or adversely affect physical or 1035 functional interchangeability or performance, or result in price changes except where there 1036 is prior Mitten agreement between MOTOROLA and the COUNTY that specific I037 characteristics will be so affected and/or price so affected. 1038 19 15 FRE/GEfT/DELTVfaY 0 1041 MOTOROLA assumes roll responsibRity for all transportation, transportation scheduling, 1042 packing handling, insurance and other services associated with delivery of the equipment and 1043 materials under this Agreement. MOTOROLA will notify the COUNTY of impending shipments 1044 not later than ten (10) County work days prior to actual shipment. All costs associated with 1045 shipment and/or transportation and handling of any item purchased under this Agreement are 1046 included in the total contract amount. All freight must be 17.0.B. destination, prepaid and shall 1047 be unloaded at COUNTY specified aitea by the earner or MOTOROLA. 104811 104911 16. T"'ATI lT , A 11It,1;"J[CA.TICOIN 1050i, 10511 MOTOROLA agrees to defend, at its expense, any suits against the COUNTY based upon a 1052 claim that any products furnished hereunder directly infringes a U.S. Patent or copyright, and fio 1053 pay costs and damages filially awarded in any such suit, provided that the COUNTY promptly 1054 .S othies MOTOROLA in writing and at MOTOROLA's request and enTersse is given control of 1055 said suit . requested nsa stance for defonae amine. If the use or sale of any sueh product 1056 furnished hera,.uscler is enjoined as a result of such suit, AIOTOROL A, at its option, and at no 1057 cost to the COUNTY,. shall obtain for the COUNTY the right to use or sell such product, modify 105E the product to make it non -infringing or substitute an equivalent product reasonably acceptable 1059 to the COUNTY and extend this indemnity thereto or, if none of the foregoingremedies are ^60, reasonably available to MOTOROLA, accept return of the product and reimburse the COUNTY rT&Z.wpd Volume I S - 6 12/29/95 132 of 338 s _ the full purchase price therefor Iess a reasonable charge for reasonable wear and tear. This 1062 indemnity does not extend to any suit based upon any infringement or alleged inningem,eet of any 1063 patent or copf ieht by the combination of any product(s) f.:rnished by MOTOROLA and other 1064 elements nor does it extend to any product(s) of the COt)NTY•'s design or formula. 1065, 1b66 1:7. A DAEDS Qi' PERFORMANCE AWD ACCI t TAKW, TESTING • 106; .1068F .IV.1OTOROLA shall certify in writing to the COUNTY when. the 800 M13z System or subsystems 1069 supplied by MOTOROLA are installed and ready for use. The 800 MHz System or subsystems 1070 will be ready for use upon successful completion of acceptance testing as set forth in the 10711 Acceptance Test Plan (ATP). Acceptance shall be deemed to have occurred only when the ,1072E COT . has provided MOTOROLA with. }written certification of system or subsystem acceptance.1073 MOTOROLA. shall record the test results in conjunction with COUNTY staff and provide the 1074 COUNTY with error -free test results for COt]NTY verifiieation. The system or subsystem. shall 1075 not be accepted until the standards ofpet£ormance are met. Prior to acceptance, the COUNTY 1076 will obtain RCS Board review and approval. Such standards ofperformence and acceptance 1077 testing shall conform to specifications as defined in Volume A - Statement of Work. 1078 1079 1.8- 7PROiECT/CON IRACT MANCIAL :REPORTING 1080 10811 MOTOROLA shall, as part ofthemnonthly status report; provide monthly financial reporting of 2' ail eouti. act milestones, deliverables, invoices; change orders and task "orders, 1 1084 -1.9. r,..A.YPCENT ARtROVALPROM$ 1085' 1086 Payment to MOTOROLA will be made by the COUNTY'subject to the following process: 1087 1088 COUNTY and MOTOROLA project managers will review items/services delivered. 1089 e • If COUNTY approves d verable/milestone, approval will be provided on written sign -oil• 1090 form. Prior to payment, the COUNTY -will obtain RCS Board review and approval. i•Ll9S19 ' n+!OTOROLAb913Ii.Aavpke monthly based on approved Cive-olffo}'�jrm received Bv tle 1092 COUNTY. • 1093 = COUNTY will make payments baked only on approved sign -off forms prior to Mouth -end. 1094 b COUNTY will make payment within 30 days after receipt of invoice from MOTOROLA. 1095 1096 i `itc•u`vl Volume S - 7 12/29/9$ 133 of 338 1. 20. WARRANTY 1098 1099i Warranty of the RCS Systenn and its equipment shag be in accordance with .Earl:rl� ' it C ,., which is 1100. i incorporated in the Agreement. 1101 i 1 i 221. :FORCE_ I LUEURE 1103 1104 Neither MOTO.ROLA nor the COUNTY will be responsible for delays or lack of performance 1105', resulting from acts beyond the reasonable control of the party, or parties. Bench acts wiii include, 1106 J not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or- 110i regulations; riots; acts of war; or .any other conditions beyond the reasonable control of the party 1108 or parties. Delays a9 identified herein may cause animpact on the period ofpe fonnance stated 1109 in the Agreement. 1110` 1111 22. REQUIRED APPROVALS 1112 1113 Where agreement, approval, acceptance, or consent.by either party:is required by any provision 1114 of this Agreement, such action will not be unreasonably delayed or withheld. 1115 1116 IT&C .wpd Volume S - 8 12/29/95 134 of 338 rnuhi mu! +' ,.1 v 2Ah iu MfQU47 rinf t21, County of Zan Diego Regional Communications 8yeterri Equipment Surrtritary; 30o Mt1Z Trunks tt Syytem MBater Site (PSC? Nott S1muk rt9t System1,6 4,301.96 ou i1 Sim 1 913,2Q3.5a Singh SAa Simeon 1.895,97747 $5,263 37 Manilas, Portable", b Cunt o Stations 8A5, 36. S 7 �11,tii4,6s6,?Q Mobile Data tiatara Mobile Data trdtaa6vcture n60 MHz Rink Equipment 1,t26,73630..44i Wight Date Terminal Devices Z6, O,rSQ Microt,nrve Equipment 0.00 Mien:wave Vendor' Services .. Chinn t8ank4 4.605.484.50 Antenna Syateme Antenna Systems 1,542,467-58 Diepateh Central ECC Ftin kura Opgarier EC• C Equipment 1.U17,8Eq iris quipment 35-15 l8tationa 263 d1,.13 106,597,65 art MHz Mutual Airi Equipment 800 MHz M ijtualAki Equipm nt 259,84004 144.275.91 COrnmart Equlperent RaRommentte4 Spare Pant eria equipment ens 421,588.58 Recommended Teat Equipment Morxrarhr a4d,S68.A7 19,3.g0 Cry Spected EguIprnent rest sma r. Epment tf 37 ,49 90. Equipment Total: 4 7 � Vendor Sannt a Tety.2a,141.$ i eMI EQwiptnarst and Vendor Serr+ivei; areas rlcc 3: Doted Siam Deem Detailed lrnpiementailnn Planning Microwave implementeilor, Management Focbuy aging Support inetailetfvn 4 Integration +Ptknkatiod 4 Atzolpterve Teeiinp Stem flocumentaticn Train SuPott-pport System Management Support r'ragram Meriegbmem ProProiett Administration Yet Moat 8erykpo Muionva Confidential and Proprietary EXHIBIT A PRICING SHEET Sub. otais 0.00 0.00 2.47t,320.75 316918.75 171,2795 ,964.ots 772.798.00 1.639.118.01 1.19t,2S 271,363.25 777..370.00 • 109,15650 715,230_00 35 000.00 e.307.864.65 23245,141.47 135 of 338 (l-0- 3 )1:00101 ,avr, UV,:FJ, lit cACL tV Mi11/49 12128 S Coin' of Sari Otago Regional CQmtnunicatlont: System indirect Snrvitas: Fey Staging & lretetnerarsdon Scrvlces CC911 Fatlnr)/ Staging C 91 FoaqqrSupplted Cabling this') Factory SkeigEng 670,926.53 30'2,931.78 9.00 Total Indirect Services 1,173,850.69 Total Service/a 9,475 325.32 Mar Cottle: System Warranty Period Maintenune,.. FtI (1.Year, 5z8) Voice, Data, & Microwave Meath/duns RNG Hardware/Software Training 7,00 Fragile 519,847.92 Porfrrmrence fiends (25% Pert.: 10% PeY mnnt) 91,250.O0 470,5488 Total Other Celts 1,684,468:06 Total saNrcee and Other Cants Total S at 1'1,159,993.40 System Serest Talc 7 ex (%%yr 39, 05.134 8 equipment): 1,977,159.90 Oiotem 04ocrunt 0.34 ;6) -1,710,182,89 Grand Totat•(wle Microwave; We MOTstaYt„ Net estimated escrow escrow earnings attnlw4alge to Equipment and Services -2..210,000.00 Met Laded Motorola howemould 37,4 7.111.92 Mi tr)rula conlidentirxf and Proprietary 2 136 of 338 I2- 8-95 EXHIBIT B AfTLESTONE PAYMENT SCI EDULE AND TERMS 1. Upon acceptance by the County of the detailed Subsystem Overviews, Subsystem Descriptions, System Diagrams and Equipment Lists, Motorola shall bill for and be paid the sum of $3,9457,211.00 2., Upon acceptance by the County of the detailed system Acceptance Test Procedures, Motorola shall bill for and be paid the sum of $3,967,211.00 COUNTY acceptance or rejection of the documents listed in this Exhibit shall be provided in writing within fifteen calendar days after the documents are received by the COUNTY. 3. Upon receipt, installation and acceptance of the backbone equipment, .Motorola shall bill for and be paid for the following, including tax and freight on a sub -system basis (unless otherwise mutually agreed): a.) $10,002,172.66 upon receipt of equipment. b) $869,754,14 upon completion of installation on a site by site basis. r• 4. Upon receipt and acceptance of the following direct services, Motorola shall bill for and be paid the following amounts: a) Delivery ofFinal Detailed System Design Documentation: $1,813,475.30 b) Factory Staging Support due upon shipment of staged equipment: • $],193,120,46 c) Optimization and Acceptance Services and Other Costs due upon conditional acceptAnce of 800 Mhz voice system: $1,576,937.55 (1) Training Support Courses (as eadh course is completed): $261,868.3 I o} Program Management Services: $15,670.17 per month beginning 30 days after contract execution for a period of 23 months. • f) Program Administration Services: $7,690.48 per month beginning 30 days after contract execution for a period of 23 months, _ 5. The balance of ail field equipment, ($10,064,859.00) to include portables, ri�obiies control stations, and all antenna, line and connector equipment'shall be billed upon receipt . at the prices set forth in Volume TII or such other prices as mutually agreed and recognized by Change order or Task Order issued under this AGREEMENT, including tax and freight. 137 of 338 12-28-95 6. Conditional Acceptance / Beneficial Use of the 800 Mhz System shall -constitute the beeis for a payment of $2,167,283.12. 7. Final Acceptance of all subsystems shall constitute the basis for a payment of $3,250,924.68 which shall include retention of all remaining amounts and the balance of the contract price, excluding task order: / options. Receipt of mobile, portable And control station equipment is defined to occur upon deIrvery and signed receipt by a County representative at a location designated by the County at least 30 days prior to shipment. Receipt of all other equipment is defined to occur upon delivery and signed acknowledgement of delivery by a County representative at a location designated by Motorola within San Diego County. The County will sign the acknowledgement of delivery within 5 days of request ofMotorola. Payment shall be made within 30 days of receipt of a properly executed and approved invoice by the Auditor / .Controller. Schedules for all items are set forth in Volume TT. No payments shall be made for equipment delivered in advance of the agreed schedules. Change or Task Orders which modify the delivery schedules and milestones set forth in Volume 11 shall adjust the above payment schedules. Any such Change or Task Order shall set forth revised pricing and payment schedules based upon mutual agrbement in the case of Change Orders exceeding $25,000, 138 of 338 LICENSE AGREEMENT This License Agreement is between MQTOROLA, INC., a Delaware Corporation, having an office at 1S01 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and the Licensee named below ("Licensee"), WHEREAS, Motorola has developed or acquired. or will develop or acquire Programs (as hereinafter defined) and/or Programs for incorporation into Motorola Products; WHEREAS, whc-n the Licensee purchases, from time to time through various purchase contracts or otherwise, Programs and/or Programs incorporated into Motorola Products, the Licensee acquires certain rights in such Programs and may utilize such Programs in accordance with this License Agreement; and WHEREAS, at the time of purchase by Licensee, a Software License Level may be indicated for each Program or Program contained within a Motorola Product on such purchase contracts or otherwise. NOW; THEREFORE, in consideration of the premises and the mutual covenants hereinafter expressed, Licensee and Motorola agree as follows: Section 1, DEFINITIONS 1.1 "LICENSEE" shall mean the licensee indicated at the end of this Agreement. 1.2 "LICENSED SUBSIDIARIES"shall mean all Subsidiaries .of Licensee that have executed this Agreement or an Addendum hereto .agreeing that the terms and conditions of this Agreement shall apply to such Subsidiary: Upon becoming a Licensed Subsidiary, such Subsidiary shall be treated for all purposes as a Licensee hereunder and shall be bound by ail of the terms and conditions hereof. 1.3 "LICENSEE'S PERSONNEL" shall mean any person who- is directly employed by the Licensee. 1.4 "MCITCROLA PRODUCTS" shall mean products designed, manufactured, acquired and/or sold by Motorola, Inc., a identified in purchase contracts or as otherwfse.Identified. 1.5 'PROGRAMS" shall mean object code software for use in conjunction with Motorola • Products or for use within Motorola Products, 1.6 "SUBSiDIAA "" shall mean any corporation, company, or other entity more than fifty percent (50%) ot whose ocrtsfs�r]dfng shares of stook entitled to vote for the election of directors (other than any shares or stock whose voting rights are subject to restriction) is owned or controlled by a party hereto, directly or indirectly, now or hereafter, but any such eompanv Or other entity k a Subsidiary only so long as such ownership or ocntroi exists. 1 ,7 '"TRANSFEREE" shall mean a third party corpvratieln, company, or other entity (other than a Licensed Subsidiary) that may acquire rights in certain Programs having a Level Two Software License through a written agreement with the Licensee. 139 of 338 2.1 .3 2.1.4 Exhibit 13 Section 2 LICENSE 2.1 LEVEL. ONE SOFTWARE LICENSE: Motorola hereby grants to Licensee a personal,, non- exclusive, and nontransferable Level One Software License for Programs purchased by Licensee which are identified in writing, as Leval One Software, and for any such Prcgrams that do not have an expressly written software revei. A Levet One Software License shall contain the following terms and, provisions: 2.1.1 Licensee may use such Programs solely for the Intended purpose of the Programs; 2.1.2 Licensee may only „se Programs in the United States, in a country expressly stated in purchase contracts pertaining to the Programs, or in a country that. le, Otherwise identified in a written agreement that is signed by at least Motorola; of Licensee shall not disseminate, distelose, or make available- the Programs, or an parts ihsreof; in any form to a third party without the express written consent Motorola; Licensee shall not disassemble or revere engineer the Programs, or any portion thereof, without the express written consent of Motorola; 2.1.5 Licensee will take appropriate action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel, permitted access to the Programs, such that Licensee satisfies its confidentlalrty obligations under this License Agreement; 2.1.6 Licensee shall not make copies of the Programs without the express written consent of Motorola, except for up to. four (4) backup copies; 2.1• .7 Title to Programs and any copies thereof, in whole or In part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of suoh Programs are vested in Motorola; 2.1.8 The Licensee shall include all copyright notices, trademark notices, and other proprietary legends in accordance with Motorola's instructions on ail copies of the Programs it makes; and 2.1.9 Licensee acknowledges and agrees that the existence of any copyright notice on any Program shall not be construed as an admia ion or presureptlon that publication of such Program has occurred. • 2.2 •LEVEL TWO SOMWARE LICENSE: Motorola hereby grants to'Licensee a personal, non- exclusive, transferable Level Two Software License for such Programs purchased by Licensee which are identified, in writing as Level Two Software. A. Levet Two Software License shell contain the following terms: 2.2.1 Licensee may use such Programs solely for the intended purpose of the Programs and ronly in the distributed form of the Programs; 2.2.2 Licensee shall not make copies of the copies; however, this restriction does not magnetic media that have been created management purposes; 1.5. Aevjaad 5/92 Programs except for four (4) back-up include records stored on electronic or by the Programs and used for system Page 2of8 140 of 338 Exhibit B 2.2.3 Licensee shall not modify, adapt, or merge the Programs; 2.2.4 Licenses shall not make the Programs available to a third party that is not bound by a similar License Agreement and does not have a need to know; 2.2.5 Licensee may not disassemble, decomplre, or otherwise reverse engineer the Programs; 2.2.6 Licensee shall pay all applicable sales and use taxes or certify it:, exemption therefrom; 2..2.7 Licensee shall comply With the export regulations of the ©ffIce of Export Administration for the United States Department of Commerce; 2.2.8 Licensee may transfer such Programs in their entirety to a Transferee, but only if the Transferee Uses the Programs under the same License terms and provisions as specified herein from Motorola; and 2.2.9 Title to Programs and any copies thereof, in whole or in part, and ail rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola. 2, 3 LEVEL THREE SOFTWARE LICENSE: Motorola hereby grants to Licensee a persenal,'non- exclusive, and nontransferable Level Three Software License for such Programs purchased by Licensee which are identified, in writing,. as Level Three Scftware. A Level Three Software License shall contain the following terms, and provisions: 2.3.1 Licensee may use Programs solely for the intended purpose of the Programs; 2.3.2 Licensee may only use Programs at a site, or sites, expressly stated in purchase contracts pertaining to the Programs, or at a site, or sites that are otherwise identified in a written agreement that is signed by Motorola. if a site is not specified, the Licensee may use the Programs only at the facility where the Programs were initially installed; 2.3,3 Licensee shall not disseminate, disclose, or make available the Programs, or any parts thereof, in any form to a third party without the express rat itiEn consent of tictor fa; 2.3.4 Licensee shalt not disassemble or reverse engineer the Programs, or any portion thereof, without the express written consent of Motorola; 2.3,5 Licensee will take appropriate action, by instruction, agreement or otherwise, -with any persons, including Licensee's Personnel, permitted access to the Programs, such that Licensee satisfies its confidentiality obligations sneer this, License Agreement; 2.3.6 Licensee may nneke doples of the Progr• ams,e but only ;n sufficient quantities to service the site, or sites, expressly stated in purchase contracts pertaining to. the Programs or otherwise identified in at written agreement that is signed by at least Motorola. if a site Is not specified, the Licensee may only make copies of the Programs in sufficient quantities to service the facility where the Programs were initially installed; U.S. Sewised 5iD2 Page 3.af 9 141 of 338 r,. Exhibit B 2.3.7 Title to Programs and any copies thereof, In whole or in part, and ail rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motoroia; 2.3.8 The Licensee shaft include all copyright notices, trademark notices, and other proprietary legends in accordance with Motorola's instructions on all copies of the Programs ft makes: and 2.3.9 Licensee acknowledges and agrees that the existence of any copyright notice on any Program shall not be construed as an admission or presumption that publication of such Program has occurred. Section 3 PROVISIONS AND CONDITIONS FOR SOFTWARE LICENSE S 3.1 Licensee agrees to pay for each Program, a one-time, lump -sum, License fee, Each such License fee shad be. due and payable upon receipt of invoice unless otherwise specified. Service charges at the maximum rate permitted by applicable law may be Invoiced on accounts more than len (10) days past due and shalt be due and payable upon receipt of invoice for such service charges. ' 3,2 The License fee for each Program wilt be listed • In Motorola's current Price Book, current addendum to such Price Book, or other tangible form. License fees In the Price Book are subject to change without notlde, Orders for each Program will be billed at the License fee In effect on the day Ucensee's order is entered. 3.3 Licensee shall pay all sales, use and excise taxes, and any other assessments in the nature of taxes, however designated: 3.3.1 on each Program or its License or use; 3.3 ,2 resulting from this License Agreement; or 3.3.3 on any amount payable for any services furnished under this License Agreement, exclusive of personal property taxes assessed on the Program and taxes based an • Motorola's net income, unless Licensee furnishes Motorola with a certificate of exemption from payment of such taxes which is in a farm reasonably acceptable to Motorola. 3_4 Licensee shall not assign or transfer this License Agreement or sublicense any Prograrn purchased under this License Agreement. without the prior written consent of Motorola. Any prohibited assignment, transfer or sublicense shall be null and void. 3.5 Motorola reserves the right to assign this License Agreement; encumber or sell any Program, or subedntract any of its obligations hereunder, either in whole or in part, wifhout notice to or the consent of Licensee, 3.6 Motorola shall not be responsible for support or field service of any Program under this License Agreement. My maintenance by Motorola; if available, shall be by separate agreement on Motorola's then current terms and conditions and at Motoroia's then current prevailing rates for such maintenance. V.S. Revised 5/92 Page 4af8 )1. 142 of 338 Exhibit B Section 4 TERM OF LICENSE AGREEMENT 4.1 This License Agreement shall have a term of ten (10) years and shall be applicable to all Programs and/or Programs contained within Motorola Products that are purchased, or otherwise acquired, by Licensee; or Transferee, during the term of this License Agreement. 4.2 This License Agreement may be terminated prior to the expiration of the ten year term for the reeet frte set forth in Section 6. For premature termination, the procedures specified in Section 6 must be followed. Section 5 CONFIDENTIALITY 5.1 Licensee shall' keep each Program confidential and shall not t,+se any Program for any purpose other than Its Intended purpose. 5.2 Licensee shah restrict access to each Program to Licensee's Personnel who have a need to know. 5,3 Licensee shall not disclose or disseminate Programs, or any parts thereof, to any third party during the term of .thfs License Agreement and for a period of ten years after the termination of this License Agreement, without the express written ccnsent of Motorola. 5.4 The obligations of this Section 5 shall survive the expiration, termination, or cancellation of this License Agreement for any aaa,use, 5.5 The obligations of this Section 5 shall not apply to information that: 5.5.1 is or becorries publicly known through no wrongful act on the part of Licensee; 5.5.2 is already known to Licensee at the•time of disclosure; 5.5.2 Is rightfully received by Licensee from a third party without breach of this License Agreement, or 6.5. 4 is explicitly approved for pub! k release by written authorization of Motorola. Section 6 TERMINATION 6.1 if either party commits a materia! breach of any of its obligations set forth herein, in a purchase cantradx for Programs, or other agreement regarding Programs, the other party may give written notice of termination to the breaching party. The written notice of termination shall specify the material breach and must specify whether the entire License Agreement is being terminated or whether the License Agreement i$ .being terminated with respect to a particular Program, or .particular Programs. Upon receipt of the written notice of termination, the hreachina party shall have sixty (60) ,Gays :sx cure the material breach. In the event that the material breach is not cured durr :g the sixty (60) days, the License Agreement Is terminated as specified in the written notice of termination. 6.2 The termination set forth in Section 6.1 shall not be exclusive of any other remedies or means of redress to which the non -breaching party may be lawfully entitled. U.S. Revised 5!92 Page 5 of 8 143 of 338 Exhibit B 6.3 Upon termination of this License Agreement or termination of this License Agreement for any particular Prograrn(s), . Licensee shall promptly forward to Motorola, or to Motorola's designee, all copies of Programs for which this License .Agreement is terminated. Sectionr 7 WARRANTY 7.1 For the first one (1) year IoiJowing its Initial shipment, Motorola warrants that, when properly used, its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola does not warrant that Program operation will be uninterrupted or error -free, that each defect will be corrected, or that any Program will meet Licensee's particular requirements. .7.2 MOTOROLA'S TOTAL LUAt3ILITY AND LICENSEE'S SOLE REMEDY FOR ANY WARRANTED PROGRAM SHALL BE LIMITED TO, AT MOTOROLA'S OPTION, PROGRAM REPLACEMENT OR THE PAYMENT. OF LICENSEE'S ACTUAL DAMAGES, NOT TO EXCEED THE SUMS PAID TO MOTOROLA FOR THE MOTOROLA PRODUCT INCORPORATING THE DEFECTIVE PROGRAM. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSE; SUBSEQUENT TRANSFEREES ACCEPT THESE PROGi9AMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS WARIANTY REPLACES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTiCULAP PURPOSE. Section 8 LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages concerning performance or nonperformance by Motorola under the License Agreement or in any .way.related to the subject matter of the License Agreement, regardless.of whether the Claim for such damages Is based in contract, tort or otherwise, and Licensee's sole and exclusive remedy shall be limited to the payment by Motorola of actual damages not to exceed the total License tee paid by Licensee for the Program, or Programs that caused the damages or is the subject matter of or is directly related to such claim. 8,2 1N NO EVENT SHALL. MOTOROLA BE LiABLE FOR SPECIAL., INCIDENTAL OR CONSEQUENTIAL !DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR DATA, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS) TO THE l'ULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE. POSS1BILITY OF SUCH DAMAGES CW POfi ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY. Section 9 JNDEMN1FICATION' 9.1 If promptly notified in writing, Motorola will .defend arty suit against Licensee that claims that U.S. patents, copyrights, or trade secrets of another have been infringed solely by Motorola's unaltered Programs and will pay any associated costs or damages finally awarded. Upon Motorola's request, Licensee agrees to reasonably. assist Ira any, defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace these Programs with equivalent non -infringing items, obtain the right to continue. using the Programs or, If these remedies are not reasonably available, terminate this License Agreement with respect to such Programs. Motorola shall have no liability for infringement that arises from any modification of Motorola's Programs by Licensee or- from Licensee's combination of Motorola's Programs with another's. 11.5. rRevised 5192 Fags 6 of 8 144 of 338 Exhibit E Section 10 DISPUTES 1•1 .Motorola and the Licensee will aftet'ript to settle .any claim cr controversy arising out of this Agreement through consultation and negotiation in good faith and 2 spirit of mutual cooperation. if those attempts fall, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the licensee within thirty (30) days after written notice by one of the parties demanding non -binding mediation. Neither one of the parties may unreasonably withhold consent to the selection of a mediator, and Motorola and the Licensee will share the cast of the mediation equally. By mutual agreement, however, Motorola and Licensee may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non -binding alternate dispute resolution procedure ("Apt "). 10.2 Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of Competent jurisdiction in illhnois. eo1h Motorola and Licensee consent to jurisdiction over it by such a court. The use of any ADFI procedures will not be considered under the doctrine of Inches, waiver or estopper. to affect adversely the rights or either party. Nothing shall prevent either of the parti$9 from resorting to the judicial proceedings mentioned in this paragraph If (a) good faith efforts to attempt resolution of the dispute under these procedures have been' unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 GENERAL PROVISIONS 11.1 'This License Agreement constitutes the complete and exclusive statement. of the agreement between Motorola and Licensee, and supersedes ail oral or written proposals, prior agreements and other prior communications between the parties, concerning the subject matter of the License Agreement. 11.2 ,All formal notices, consents and other communications required or permitted under this License Agreement shall be In writing and shall be sent in such a way as to assure - receipt by the other party. Either party may change its address for formal notices by written notice to the other party. 1 i . This License Agreement shrill be gouemed by and construed in accordance with the lees of the state of Illinois. 1 + . 4 No representation or promise relating to, and no amendment of, this License Agreement shall be binding unless it is in writing and signed by both parties. 11.5 The terms and cr.;r;airions of this License Agreement shall prevail notwithstanding any variance with the tern -is and conditions of any order submitted by Licensee. 11.6 iviotorola shall not be liable for any failure to perform due to causes beyond its rease able control. 11.7 No waiver by a party of any breach of any provision of this License Agreement shall constitute a waiver of any other breach of that or any other provision of this License Agreement. U.S. Revised 5i92 Fage 7 of 8 145 of 338 Exhibit 13 • 1 1.8' Licensee recognizes that applicable Federal Communications Act and other statutes, laws, ordinances, rules, and regulations may charirge;from time to time and that accordingly Motorola in its sole discretion has the right without liability to modify this License Agreement to comply with such change. 11.9 In the event that any of the provisions contained in this License Agreement are held to be unenforceable, this License Agreement shall be construed without such provisions. + . + 0 No action, regardless of form, arising out of the License Agreement may be brought by Licensee more than one (1) year after the cause of action has arisen. 11 " 1 1 When, at the time a Program be Program ,contained within a Motorola Product is shipped, a Software Level Is not indicated in the purchase contract or otherwise, such Program shall be deemed Level One Software.' The Software Levi of a Program may be amended by a written agreement signed by Motorola. ACCEPTED AND APPROVE) AS OF , 199. MOT A M DIOR OLA INC. By: • Name: Title: (Authar+zed 5i ttatura) (Print - Stock Letters) [Print • Bleak Letters) Date: LICENSEE: PURCHASER By: Name: Title' Date: (Autherized Signature) (Print - Blank Letters) (Print - Block Letters) Customer #: Address for Formai Notices:" Address for Formal Notices: Motorola," inc, 1303 East Algonquin Road Schaumburg, 1piriois 60196 Attn.: Intellectual Property Department , Attn.: LCENSED SUBSIDIARIES (if any) NAME: TITLE: DATE t1 u. Revised 5192 Page 8el8 146 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 147 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback the National Joint Pow 147 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO, ITEM TITLE: Resolution of the City Council of the City of National City, waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback the National Joint Powers Alliance Contract #120716-NAF to award the purchase and build -out of two (2) 2019 Ford Transit Connect Vans (S7E) XL LWB to National Auto Fleet Group in an amount not to exceed $58,506.68 for the Engineering and Public Works Facilities Maintenance Division. , PREPARED BY: Ray Roberson, Management Analyst II PHONE: 1(619) 336-4583 EXPLANATION: See attached explanation. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAI STATEMFNT: APPROVED' ACCOUNT NO. APPROVED: 644-416-223-511-0000 (Equipment Replacement Reserve): $58,506.68 $70,000 is appropriated in the FY2019 budget for utility vans. ENVIRONMENTAL REVIEW: N/AN ORDINANCE: INTRODUCTION: 1 FINAL ADOPTION: 1 MIS STAFF RECOMMENDATION: Adopt Resolution awarding the purchase and build -out of two (2) utility vans for the Engineering and Public Works Facilities Maintenance Division. BOARD / COMMISSION RECOMMENDATION: IN/A. ATTACHMENTS: 1. Explanation 2. National Auto Fleet Group Quote 3. National Joint Powers Alliance Contract #120716-NAF 4. Resolution 148 of 338 ;Explanation: As part of the FY 2019 annual budget, City Council approved funding through the Equipment Replacement Reserve for the purchase of two (2) utility vans for the Engineering and Public Works Facilities Maintenance Division. Staff seeks Council authority to waive the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorize the City (Buyer) to piggyback the National Joint Powers Alliance Contract #1207-16-NAF to award the purchase and build -out of two (2) utility vans to National Auto Fleet Group in an amount not to exceed $58,506.68. National Auto Fleet Group will subcontract with Commercial Van Interiors for the build -out of the utility vans. NCMC Section 2.60.260 provides authority to the purchasing agent to join with other public jurisdictions to take advantage of cooperative purchasing opportunities, including but not limited to any federal, state or local agency pricing program or structure that is determined by the purchasing agent to allow a procurement that is in the best interests of the City. The purchasing agent may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined by the purchasing agent to be in substantial compliance with the City's procurement procedures, irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially joined with that public agency in the cooperative purchase. National City's purchasing staff has confirmed that the National Joint Powers Alliance Contract #120716-NAF with National Auto Fleet Group was competitively bid through a Request for Bid (RFB) and bid process, and that the respective procurement procedures are in substantial compliance with those of National City. 149 of 338 7f10f201 e Sell, service, and deliver latter National Auto Fleet Group A 17lviolon eat Chovro(oo of WcatnonvItta 490 Auto Center Drive, Watsonville, CA 95079 (855) 28 6572 • (859) BUY«NJPA • (831) 480.8497 Fax Fleet NatianatAutoFleatGroup.cnm 7/3/2018 Mr Tony Gaut City of National City 1726 Wilson Ave National City, California, 91950 Dear Tony Gaut, QuotelD: 7424 Order Cut Off Date: TBA National Auto Fleet Group is pleased to quote the following vehicie(s) for your consideration. Two (2) New/Unused (2019 Ford Transit Connect Van (S7E) XL. LWB w/Rear Symmetrical Doors, Composite Partition) and delivered to your specified location, each for One Unit Extended Unit's (2) Contract Price $25,336.34 $50,670.68 Composite Partition $1,556.24 $3,112.48 Tax (8.7500 %) $2,353.01 $4,706.02 Tire fee $8.75 $17.50 Total $29,253.34 668,506.68 - par the attached specifications.. This vehicle(s) is available under the National Joint Powers Alliance Contract 120716-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 30 days after receipt of vehicle. Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call. Sincerely, Jesse Cooper Account Manager rrlal[: FleetcNationalAutoFieetGroup.com Office: (855) 289.6572 Fax: (831) 480-8497 Quoting Department Account Manager Fleet©NationalAutoFleetGroup.com (855) 289-6572 TOYOTA MAC httpslArim ,nationalautatlee€grouts.comfOrderRequestiSSDPrint/7424?wstztrue&se=true&ssdiype=BadyUpfitQuote 2t8 H150 of 338 71 1 D/2O18 Sell, service, and deliver letter In order to Finalize your Quote, please submit this purchase packet to your governing body for Purchase Order Approval. Once you issue a Purchase Order please send by, Fax: (831) 480-8497 Mail: National Auto Fleet Group 490 Auto Center Drive Watsonville, CA 95076 Email: Fleet(c aati nalautofleetgroup.com We will then send a W-9 if you need one Please contact our main office with any questions: 1-855-289-6572 https1A4m.natlonalauta;Iselgroup.comiOrderFequest/SSDPrint/74247ws=true&se=true&ssdType=BodylJp1110Llate 151 of 338 3/8 7/10/2018 Sell, service, and deliver letter Vehicle Configuration Options ENGINE Code 992 —. . . Description ENGINE. 2.OL GDI I-4 GAS, inc:-auto start/stop system and EcoMode (STD) TRANSMISSION Code Description PRIMARY PAINT ON: 8-SPEED SELECTSHIFT AUTOMATIC, ( STD) Code Description FROZEN WHITE PAINT SCHEME STANDARD PAINT SEAT TYPE Code SB Description EBONY, VINYL FRONT BUCKET SEATS, -Inc: 6-way manual driver seat (fore/aft, up/down & lever recline) and 4-way manual passenger seat (fore/aft & lever recline) w/fold-flat back AXLE RATIO Description 0 AXLE RATIO, (STD) ADDITIONAL EQUIPMENT Code Description Awe 53T TRAILER TOW PACKAGE, -Inc: trailer tow hitch wltraller sway control (class 1, 2000 lbs capability, trailer module and 4-pin connector) 87R KEY FOBS (2 ADDITIONAL) 525 CRUISE CONTROL, -inc: 4-Spoke Steering Wheel, satin chram 76D LED REAR CARGO AREA LIGHT, -inc: In place of the standard OPTION PACKAGE Code Description 100A ORDER CODE 100A tells r cargo area Tight hops:!!www.netienalautofleetgroup.Gorrf OrderReyuest/SSOPrniU7424?ws=true&se=tru e&ssdType=BodyUpfltQuate 152 of 338 418 71/0/2018 Sell, service, and deliver letter 2019 Fleet/Non-Retail Ford Transit Connect Van XL LWB w/Rear Symmetrical Doors WINDOW STICKER 2019 Ford Transit Connect Van XL LWB w/Rear Symmetrical Doors CODE MODEL MSRP S7E 2019 Ford Transit Connect Van XL LWB w/Rear Symmetrical Doors $25,100.00 OPTIONS 992 ENGINE: 2.OL GDI 1-4 GAS, -Inc: auto start/stop system and EcoMode (STD) $0.00 TRANSMISSION: 8-SPEED SELECTSHIFT AUTOMATIC, (STD) $0.00 Z2 FROZEN WHITE $0.00 STANDARD PAINT $0.00 SB EBONY, VINYL FRONT BUCKET SEATS, -inc: 6-way manual driver seat (fore/aft, up/down & lever $0.00 recline) and 4-way manual passenger seat (fore/aft & lever recline) w/fold-flat back 3.80 AXLE RATIO, (STD) $0.00 53T TRAILER TOW PACKAGE, -inc: trailer tow hitch w/traller sway control (class 1, 2000 Ibs capability, $396,00 trailer module and 4-pin connector) 87R KEY FOBS (2 ADDITIONAL) $65.00 525 CRUISE CONTROL, -inc: 4-Spoke Steering Wheel, satin chrome shells $225,00 76D LED REAR CARGO AREA LIGHT, -inc: In place of the standard rear cargo area light $70.00 100A ORDER CODE 100A $0.00 S U BTOTAL $25,855.00 Advert/ Adjustments $0.00 Manufacturer Destination Charge $1,195.00 TOTAL PRICE $27,050.00 Est City: MPG Est Highway: MPG Est Highway Cruising Range: 0.00 ml Any performance -related calculations are offered solely as guidelines. Actual unit performance will depend on your operating conditions. hllps:llww.nationateutoileetgrvup,cornFOrderRequest/SSDPrint17424?ws-true&se=true&ssdT'yperzBodyilpfilQuote 518 153 of 338 7110l20i8 Standard Equipment MECHANICAL Sell, service, and deliver letter Engine: 2.0L GD1 l-4 Gas -inc; auto start/stop system and EcoMode Transmission: 8-Speed SelectShift Automatic 3.80 Axle Ratio GVWR: TBD 50-State Emissions System Transmission w/SelectShift Sequentia Front -Wheel Drive 80-Amp/Hr 800CCA Maintenance-Fre 150 Amp Alternator Gas -Pressurized Shock Absorbers Front And Rear Anti -Rolf Bars Electric Power -Assist Steering hift Control attery w/Run Down Protec 15.8 Gal. Fuel Tank Single Stainless Steel Exhaust Strut Front Suspension w/Coll Springs „w. Torsion Beam Rear Suspension w/Coil Springs 4-Wheel Disc Brakes w/4-Wheel ABS, Front Vented Discs, Brake Assist and Hill Hold Control EXTERIOR Wheels: 1.6'r Sparkle Silver -Painted Steel -Inc: full wheel covers (non -locking lug nuts) Tires: 215155R16 97H XL. AS Steel Spare Wheel Full -Size Spare Tire Stored Underbody w/Crankdown Ctearcoat Paint Black Front Bumper Black Rear Bumper Black Bodyside Moldings Black Side Windows Trim and Black Front Windshield Trim Black Door Handles Black Manual Side Mirrors w/Convex Spotter and Manual Folding Light Tinted Glass Variable Intermittent Wipers Fully Galvanized Steel Panels Black Grille Sliding Rear Doors Split Swing -Jut Rear Cargo Access Taligate/Rear Door Lock Included w/Power Door Locks Aero-Composite Halogen Daytime Running Head Perimeter/Approach Lights t ttps:iiwww.nationaieutorleetgroup.c4miOrderSequest/SSDPrint/74247ws=true&se=true&ssd-rype=BodyUptiitQuete 154 of 338 6/8 711012018 ENTERTAINMENT Sell, service, and deliver letter Radio: AM/FM w/Blt.letooth -inc: FordPass connect, 4.2" LCD multi -function display (MFD) screen, 1 USI3 port and 4 front speakers (2 front door speakers and 2 a -pillar tweeters) Radio wfSeek-Scan, Clock, Speed Compensated Volume Control, Aux Audio Input Jack, Steering Wheel Controls, Radio Data System and External Memory Control Streaming Audio integrated Roof Antenna INTERIOR Manual Tilt/Telescoping Steering Column Gauges -Inc: Speedometer, Odometer, Engine Coolant Temp, Tachometer, Trip Odometer and Trip Computer FordPass Connect Mobile Hotspot Internet Access Front Cupholder Remote Keyless Entry wflntegrated Key Transmitter and IIiuminated Entry • Manual Alr Conditioning Glove Box Driver Foot Rest Front Cloth Headliner Cloth Door Trim Insert Urethane Gear Shift Knob Vinyl Front Bucket Seats -inc, 6-way manual driver seat (fore/aft, upfdown & lever recline) and 4-way manual passenger seat (fore/aft & lever recline) w/fold-flat back Full Floor Console w/Storage, Full Overhead Console w/Storage and 2 12V DC Power Outlets Delay Off Interior Lighting Front Only Vinyl/Rubber Floor Covering Vinyl/Rubber Floor Trim Cargo Space frights FOB Controls zinc: Remote Engine Start (river And Passenger Door Bins Power 1st Row Windows w/Driver 1-Touch Down Delayed Accessory Power Power Door Locks w!Autolock Feature Systems Monitor Redundant Digital Speedometer Trip Computer Outside Ternp Gauge Analog Display Seats wfVinyl Back Material anual Adjustable Front Head Restraints Front Center Armrest w/Storage 944444454.14.44,444.444.4,1144.0. lock Anti -Theft Ignition (pats) Engine Immobilizer 2 12V DC Power Outlets https://wv.w.nationalautofieetwoup,cem f OrderRequest/SSDPrint/742A?ws -true&se=lrue&ssciType=BadyUpfitQuote 155 of 338 7/8 71101201 B SAFETY Selt, service, and deliver letter Advancetrac wfRoll Stability Control Electronic Stability Control (ESC) And Roll Stability Control (RSC) , ABS And Driveline Traction Control Side Impact Beams Dual Stage giver And Passenger Seat-Mourlted Side Airbags Automatic Emergency Braking Forward Collision Low Tire Pressure Warning Dual Stage Driver And Passenger Front Airbags Safety Canopy System Curtain 1st Row Airbags Airbag Occupancy Sensor .Outboard Front Lap And Shoulder Safety Belts Back -Up Camera nc:: Height Adjusters and Pretensioners https:rhrnvw.nationalauiorleetproup.corniorderRequestlSSbPrfntl7424?ws,,true&sertrue&ssdType=Bodyl ipfitQuote 156 of 338 THIS I8 NOT AN INVOICE- DO NOT PAY FROM THIS QUOTE r PAIMI nrorraw 11564 E Washington Blvd Whittier CA 90606- QUOTE TO: BOB WONDRIES FORD 400 S. ATLANTIC BLVD ALHAMBRA, CA 91801- Ph: 626-289-3591 FAX: 626-284-7052 Phone (562) 695-7477 Fax (562) 699.0992 Quote: 290682 Quote Date: 7/9/2018 SHIP TO: NATIONAL CITY TONY GAUT 6198665336 1726 WILSON AVE NATIONAL CITY, CA 91950- if: P.O.#!GUST. ORDER #: ORDER DATE: TERMS: Pay Upon Receipt DATE SHIPPED VIA: LACCT 201499 I Quanity: Part Number: 1 2 1 1 COMMENTS: PARTC 84427-A RKS8RED PDI Customer Approval: Description: COMPOSITE PARTITION WIWINOOW RECTANGULAR LED DOME 530 LUMEN ROUND TOGGLE SWITCH/ILLUMINATED PDI VEHICLE SEE LABOR VIN: Price: PRICING ONLY GOOD FOR 30 DAYS FROM DATE OF QUOTE THIS IS NOT AN INVOICE - DO NOT PAY FROM THIS QUOTE $769.08 $24.58 $5.00 $0.00 SUBTOTAL: $823,24J TAX: 9.5000% $0 00 LABOR: FREIGHT; TOTAL: S358.00 $375.00 $1,558.24 I the undersigned do herby acknowledge that I am duly authorized to represent the customer/company/organization listed above to engage Commercial Van Interiors to perform the work as represented above. The undersigned further acknowledges that the provided purchase order Is valid within their curnpany/organization, if no purchase order was provided, the undersigned consents to the use of the last eight digits of the VIN In oleo of a purchase order and authorizes the work to be performed. Representative Signature: Date: Representative Name: PO: Trtla _ (Full) VIN: SX98037902 (Tax ID #) 157 of 338 FORM E CONTRACT ACCEPTANCE AND AWARD (Top portion of thlr.forrn will be completed by NJPA If the vendorls awarded a contract, The vendor should complete the vendor authorized signatures as part of the. RFP response,) NJPA Contract ft: 120716-1\1AF Proposer'sfull legal nanme: 72 Hour LLC, dba National Auto Fleet Group Bused on NJPA's evaluation of your proposal, you .have been. awarded a contract, As an awarded vendor, you. agree to provide the products and services contained in your proposal and to meet all or the terms and condillttns set forth In this RR, In any amendments to this iiFP, and in any exceptions that are accepted by NJRA. The effective date of the Contrac.l will be January 17, 2017 and will expire on January:17, 2021 (nc.later than the later of lour years from the expiration date of the currently awarded contract or four years from the date that the NJPA Chief Procurement Officer awards the Contract}, This Contract may be extended for a fifth year at NJPA's discretion, NJPA Authorized Slgnatures: Jeremy Schwartz NJPA DIRE OR OPCO WRACTS (NAME PlanEED OR TYPED' AND PgRE._... Chad Coauette [NAME PRINTED OR.YPEE/) NJPA EXECUTIVE DIRECTOR/CEQ SIGNATURE Awarded on January 16, 2017.NJPA Contract # t 20716-NAF Vendor Authorised Signatures: .The Vendor hereby accepts this Contract award, Including.all accepted exceptions and amendments. Vendor Name 72--- M't J i I j it .)(A 149/ d7C.94' ifeetr /.mac / Authorize, Signatory's Title R .AUTHORIZED SIGNATURE (NAME PIi:INTFD OR TYPED) Executed on ) " 1 , 20.! 2 NJPA Contract # t20716-NAF 158 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 159 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard (TSC No. 2018-12). (Engineering/Public Works) 159 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard (TSC No. 2018-12). PREPARED BY: Luca Zappiello, Junior Engineer — Civil PHONE: 619-336-4360 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. NIA ENVIRONMENTAL REVIEW: NIA ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt a Resolution authorizing to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard. BOARD / COMMISSION RECOMMENDATION: At their meeting on June 20, 2018, the Traffic Safety Committee approved staffs recommendation to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard. ATTACHMENTS: 1. Explanation wI Exhibit 2. Staff Report to the Traffic Safety Committee on June 20, 2018 (TSC No. 2018-12) 3. Resolution 1fbUOt3",38 EXPLANATION Mr. Luis Natividad, Senior Community Advisor for Office of Council President Myrtle Cole, Fourth District of San Diego, has expressed concerns regarding the congestion of vehicles on "L" Avenue at the intersection with E Plaza Boulevard. Mr. Natividad stated that vehicles traveling southbound on "L" Avenue are unable to utilize the right turn lane at the intersection due to vehicles being parked on the west side of "L" Avenue. Mr. Natividad indicated that this condition creates congestion on "L" Avenue since vehicles turning right must wait until traffic has passed through the intersection. Mr. Natividad stated that the extension of the existing red curb "No Parking" on the west side of "L" Avenue would reduce congestion on "L" Avenue and provide better flow of traffic at the intersection. Staff performed a site evaluation. "L" Avenue is a 2-lane roadway with parallel parking on both sides of the street. The intersection between E Plaza Boulevard and "L" Avenue is controlled by a traffic Tight. Staff confirmed that there are 20 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E Plaza Boulevard. There are approximately 106 feet of unrestricted parking for five (5) standard -sized vehicles on the west side of "L" Avenue, north of E Plaza Boulevard between the end of the red curb "No Parking" at the intersection and the driveway apron of "Hotel 5". Staff recommends the extension of the existing 20 feet of red curb by 25 feet, for a total of 45 feet in order to reduce congestion at the intersection and provide better flow of traffic at the intersection. Staff sent notices to area property owners, inviting them to attend the Traffic Safety Cornrriittee Meeting and/or contact staff with any questions. This item was presented to the Traffic Safety Committee on June 20, 2018. Mr. Natividad was in attendance and spoke in support of the extension of the red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard. Staff presented the results of the site evaluation and after discussion, the Traffic Safety Committee voted to approve staffs recommendation to extend 25 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E. Plaza Boulevard If approved by City Council, all work will be performed by City Public Works. 161 of 338 Location Map with Existing Conditions (TSC Item: 2018-12) 20' of existing red curb "No Parking" 25' of red curb "No Parking" extension Hotel 5 Driveway apron of "Hotel 5" 162 of 338 ITEM TITLE: 1 NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR JUNE 20, 2018 REQUEST TO EXTEND 25 FEET OF EXISTING RED CURB "NO PARKING" ON THE WEST SIDE OF "L" AVENUE, NORTH OF E PLAZA BOULEVARD PREPARED BY: Luca Zappielio, Junior Engineer - Civil Engineering & Public Works Department DISCUSSION: Mr. Luis Natividad, Senior Community Advisor for Office of Council President Myrtle Cole, Fourth District of San Diego, has expressed concerns regarding the congestion of vehicles on "L" Avenue at the intersection with E Plaza Boulevard. Mr. Natividad stated that vehicles traveling southbound on "L" Avenue are unable to utilize the right turn lane at the intersection due to vehicles being parked on the west side of "L" Avenue. Mr. Natividad indicated that this condition creates congestion on "L" Avenue since vehicles turning right must wait until traffic has passed through the intersection. Mr. Natividad stated that the extension of the existing red curb "No Parking" on the west side of "L" Avenue would reduce congestion on "L" Avenue and provide better flow of traffic at the intersection. Staff performed a site evaluation. "L" Avenue is a 2-lane roadway with parallel parking on both sides of the street. The intersection between E Plaza Boulevard and "L" Avenue is controlled by a traffic Tight. Staff confirmed that there are 20 feet of existing red curb "No Parking" on the west side of "L" Avenue, north of E Plaza Boulevard. There are approximately 106 feet of unrestricted parking for five (5) standard -sized vehicles on the west side of "L' Avenue, north of E Plaza Boulevard between the end of the red curb "No Parking" at the intersection and the driveway apron of "Hotel 5". Staff recommends the extension of the existing 20 feet of red curb by 25 feet, for a total of 45 feet in order to reduce congestion at the intersection and provide better flow of traffic at the intersection. Staff sent notices to area property owners, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. STAFF RECOMMENDATION: Based on an evaluation of existing conditions, staff recommends the extension of the existing 20 feet of red curb by 25 feet on the west side of "L" Avenue, north of E Plaza Boulevard in order to reduce congestion at the intersection. This will result in the loss of one (1) on -street parking space. If approved by City Council, all work will be performed by City Public Works. EXHIBITS: 1. Public Request 2. Public Notice 3. Location Map 163 of 338 4. Photos 2017-;2 164 of 338 CALIFORNIA NATiONAL C LUnV mcoRpoRATvD PUBLIC REQUEST FORM Name: Luis Natividad Address: Phone: Email: Location: West side of "L" Avenue, north of E Plaza Blvd Request: Request to extend the existing red curb on the west side of "L" Avenue, north of E Plaza Blvd in order to reduce congestion on L Ave. Attachments:) Yesn No Description: Request Received By: L. Zappiello Date: April 26, 2018 Received via: nCounter/In-PersonnTelephone Email [ 1Fax Referral: Assigned To: L. Zappiello Notes: 165 of 338 June 13, 2018 Resident/Property Owner CALIFORNIA -- NATIONAL CITY SJJr -- fNCp RPOR d'��%a Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2018-12 REQUEST TO EXTEND THE EXISTING RED CURB "NO PARKING" AT THE INTERSECTION ON THE WEST SIDE OF "L" AVENUE, NORTH OF E PLAZA BLVD (SEE ATTACHED LOCATION MAP) Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Meeting scheduled for Wednesday, June 20, 2018, at 1:00 P.M. in the 2nd Floor Large Conference Room of the Civic Center Building, 1243 National City Boulevard, to discuss the above -referenced item. The City Hall is ADA compliance. Please note that there are two disabled persons parking spaces in front of City Hall on the east side of National City that provide direct access on the 2nd Floor of City Hall via a pedestrian bridge. If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2018-12. Sincerely, Stephen Manganiello City Engineer SM:lz Enclosure: Location Map 2018-12 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering@nationalcityca.gov 166 of 338 Location Map with Existing Conditions (TSC Item: 2018-12) 20' of existing red curb "No Parking" 25' of red curb "No Parking" extension 167 of 338 25' feet of proposed red curb "No Parking" Location of proposed red curb "No Parking" on the west side of "L" Avenue (looking north) 25' feet of proposed red curb "No Parking" Location of proposed red curb "No Parking" on the west side of "L" Avenue (looking west) 168 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 169 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing to install Stop Control sign at various intersections within the neighborhood bounded by E. 1st Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D" Av 169 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing to install Stop Control sign at various intersections within the neighborhood bounded by E. 15' Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D" Avenue to the west (TSC No. 2018-13). PREPARED BY: Luca Zappiello, Junior Engineer— Civil PHONE: 619-336-4360 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt a Resolution authorizing to install Stop Control sign at various intersections within the neighborhood bounded by E. 1st Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D" Avenue to the west. BOARD / COMMISSION RECOMMENDATION: At their meeting on June 20, 2018, the Traffic Safety Committee approved staffs recommendation to install Stop Control sign at various intersections within the neighborhood bounded by E. 1st St to the north, E. 4th St to the south, Highland Ave to the east and "n" AvP to the west ATTACHMENTS: 1. Explanation w/ Exhibit, ADT Counts and Traffic Collision History 2. Staff Report to the Traffic Safety Committee on June 20, 2018 (TSC No. 2018-13) 3. Resolution 170 of 338 EXPLANATION Several area residents contacted Engineering staff expressing safety concerns regarding the intersection at E. 2nd Street and "F" Avenue, citing one accident that occurred within the past few months. Area residents stated that many drivers ignore the Yield control signs installed on "F" Avenue (minor street) and they drive through the intersection without stopping and/or paying attention to the vehicles driving on E. 2nd Street (through street). Staff performed a site evaluation. E. 2nd Street and "F" Avenue are two-lane local roadways with prima facie speed limits of 25 mph and unrestricted parallel parking on both sides of the streets. Staff confirmed that the intersection of E. 2nd Street and "F" Avenue is controlled by Yield control signs on "F" Avenue (minor street). Engineering staff authorized Kimley-Horn & Associates to perform the 48-hour Average Daily Traffic (ADT) for E. 2nd Street and "F" Avenue at the intersection. The ADT counts determine if the two streets have similar operating characteristics to warrant the installation of All -Way Stop control based on the guidelines provided in the California Manual on Uniform Traffic Control Devices. The ADT counts were performed during the first week of June 2018 and are attached to this report. Staff also reviewed the traffic collision history for this intersection, which confirmed that there were three "reported" traffic collisions within the past four years. The NCPD report shows that two crashes at the intersection were caused by failure to yield the right-of- way (CVC 21803A). See attachment traffic collision summary table. This item was presented to the Traffic Safety Committee on June 20, 2018. Staff sent notices to area property owners and tenants, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. There were no members of the community present to speak on the item. Staff presented the results of the ADT counts which indicate that at the intersection, the two streets have similar traffic volume and operating characteristics to warrant All -Way Stop control. Staff also presented the results of the traffic collision history provided by the National City Police Department (NCPD) Records Division which indicate that within the past four years, two collisions were caused by a failure to obey the Yield signs. Based on these findings, staff recommends replacing the Yield Control sign with a Stop Control sign at all of the nearby "T" intersections of E. 1st Street and "I'" Avenue, E. 2nd Street and "E" Avenue and E. 2"d Street and "G" Avenue since they operate as yield controlled for the minor streets. In addition, staff also recommends replacing the Yield Control sign with a Stop Control sign at the two intersections of E. 3rd Street and "E" Avenue and E. 3rd Street and "G" Avenue to provide consistency with other nearby intersections that have similar operating characteristics. 171 of 338 The Traffic Safety Committee approved staffs recommendations for the following traffic safety enhancements in the neighborhood bounded by E. 1st Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D" Avenue to the west: 1. ]nstall Stop control for the northbound "F" Avenue approaches (minor street) to the intersection with E. lth Street (through street); 2. ]nstall Stop control for the northbound "E" Avenue approaches (minor street) to the intersection with E. 2nd Street (through street); 3. Install Stop control for the southbound and northbound "F" Avenue approaches to the intersection with E. 2nd Street; 4. Install Stop control for the eastbound and westbound E. 2nd Street approaches to the intersection with E. 2nd Street; 5. Install Stop control for the northbound "G" Avenue approaches (minor street) to the intersection with E. 2nd Street (through street); 6. Install Stop control for the southbound and northbound "E" Avenue approaches (minor street) to the intersection with E. 3rd Street (through street); 7, Install Stop control for the southbound and northbound "G" Avenue approaches (minor street) to the intersection with E. 3rd Street (through street); If approved by City Council, all work will be performed by City Public Works. 172 of 338 Location Map with Existing Conditions (TSC Item: 2018-13) R 7 kpo Se e a. 4TH STREET - 7 TH 4� l 1 STREET - :t_eAktimirfriLift: ‘lic.74J 71t ."`i .011 +�C LEGEND L Existing Stop sign Existing Yield sign 173 of 338 Traffic Collision History (NCPD Records Division) From June 1, 2014 —June 1, 2018, there were 3 traffic collisions at the intersection of E. 2nd Street & "F" Avenue. AGENCY ACT MTV NUMBER DATE- ACTIN= VIOLATION CODE VIOLATION DESCRIPTION ADDRESS BEAT 1iJURV FLAG NUM ER 1NT10iED 2,U11BER 70LLED ems` FLAG HITBIT & RUN LEtiF.l. PEDESTRIAN RELATED CHARGE LE1T1. MAXIMAL CITY 1605505 3 L0 2016 9,32 VCON 21E00pX1) APPMACEDIO L1'DYIFRA1 i,CTI£1AES Ep3_*0SS ET &FAWNER, NC, NATIONAL CITY-030 N 0 0 Sr N INEB.AC2IOSi CITY 1'03962 639 `'C?ISOii }'7'cI 11L�TE CIlO\(1) ED?uS'4—T_ RF391950 VC. L9?0 xAri czar_ c1n•_0,0 T 1 0 `3 N P,r'3iCZOcT .L417Q72A1. CITY 1801_29d 5'.;3018 2o-,p VC 21803A R]GHT#-,RIGHT, yIFIT1INIE:iY=C170N(I) MIND STREET &FAL 'UE,NC, 91950 NAIl0:L4L may.-03D Y 2 0 N NLVFLi ACTI0.V 174 of 338 From June 1, 2014 —June 1, 2018, there were 1 traffic collisions at the intersection of E. 3'" Street & "G" Avenue. AGENCY ACTIVITY NUAIHFS DATE- ADMIT VIOLATION CODE VIOLATION DESCRIPTION. BEAT IN7URY FLAG FLAG NUMBER -INSURED NUMBER KILLED FLAG RUN HIT &RUN I.EYEL PEDESTRIAN RELATED CHARGE LEVEL NL IQNAL CITY 1600042 - 1' 2016 16'57 VC'_7503A YIELD g YPI © CNT1L REASMBLY SAFE E DSFREET &G lFN NC, ;L4FLON.IL my4s:_ Y _000 Y 2 0 !..1N INFi_iCTLO1v 175 of 338 Prepared by: Field Data Services of ArizonaNeracity Traffic Group (520) 316-6745 Volumes for: Monday, June 04, 2018 Location : E. 2nd St. east of F Ave. City: National City Project# 18-1267-001 DAY 1 AM Period NB SB EB WB PM Period NB SB EB WB 00:00 0 0 12:00 2 3 00:15 1 0 12;15 4 4 00:30 2 0 12:30 3 3 00:45 1 4 0 0 4 12:45 2 11 2 12 23 01:00 0 1 13:00 4 5 01:15 0 1 13:15 2 2 01:30 0 0 13:30 1 3 01:45 0 0 0 2 2 13:45 4 11 6 16 27 02:00 0 0 14:00 3 3 02:15 1 0 14:15 2 2 02:30 0 0 14:30 1 5 02:45 1 2 0 0 2 14:45 2 8 2 12 20 03;00 1 1 15;00 4 3 03:15 1 0 15:15 3 7 03:30 0 1 15:30 2 1 03:45 0 2 0 2 4 15:45 5 14 3 17 31 04:00 0 0 16:00 2 6 04:15 0 0 16:15 3 1 04:30 0 1 16:30 1 6 04:45 0 0 2 3 3 16:45 1 7 7 23 30 05:00 2 0 17:00 2 8 05:15 0 0 17;15 2 5 05;30 0 0 17:30 3 9 05:45 0 2 0 0 2 17:45 2 9 6 28 37 06:00 1 1 18:00 5 10 06:15 3 0 18:15 2 7 06:30 2 0 18:30 3 4 06:45 1 7 0 1 8 18:45 4 14 3 24 38 07:00 2 1 19:00 3 6 07:15 3 3 19:15 2 3 07:30 2 2 19:30 5 5 07:45 5 12 1 7 19 19:45 2 12 8 22 34 08:00 2 1 20:00 3 1 08:15 3 0 20:15 2 1 08:30 6 1 20:30 1 0 08:45 3 14 1 3 17 20:45 0 6 1 3 9 09:00 7 0 21:00 0 0 09:15 4 1 21:15 1 0 09:30 3 0 21:30 3 0 09:45 6 20 0 1 21 21:45 2 6 0 0 6 10:00 3 1 22:00 0 1 10:15 5 2 22:15 0 0 10:30 2 1 22:30 1 0 10:45 3 13 1 5 18 22:45 0 1 0 1 2 11:00 4 2 23:00 1 0 11:15 3 1 23:15 2 0 11:30 2 3 23:30 1 0 11:45 5 14 2 8 22 23:45 0 4 1 I 5 Total Vol. GPS Coordinates: Split Wo Peak Hour Volume P.H.F. 32.6821182,-117.102385 90 32 122 103 159 262 Daily Totals NB SB EB WB Combined 193 191 384 AM PM 73.8% 26.2°;0 31.8°Jo 08:30 11:3D 11:45 20 12 26 0.71 0.75 0.81 39.3% 60.7% 68.2% 15:00 17:30 17:30 14 32 44 0.70 0.81 0,73 176 of 338 Prepared by: Field Data Services of ArizonaNeracity Traffic Group (520) 316-6745 Volumes for: Tuesday, June 05, 2018 Location : E. 2nd St. east of F Ave. City: National City Project# 18-1267-001 DAY 2 AM Period NB SB EB WB PM Period NB 5B EB WB 00:00 0 1 12:00 2 4 00:15 0 1 12:15 1 3 00:30 0 0 12:30 2 2 00:45 0 0 0 2 2 12:15 4 9 1 10 19 01:00 1 0 13:00 3 2 01:15 0 0 13:15 5 2 01:30 0 0 13:30 2 1 01:45 0 1 0 0 1 13:15 3 13 2 7 20 02:D0 0 0 14:00 4 4 02:15 1 0 14:15 3 3 02:30 0 0 14:30 2 2 02:45 0 1 1 1 2 14:45 2 11 5 14 25 03:00 0 0 15:00 5 2 03:15 0 0 15:15 2 3 03:30 1 0 15:30 3 6 03:45 0 1 1 1 2 15:45 4 14 3 14 28 04:00 0 0 16:00 3 7 04:15 1 1 16:15 2 4 04:30 0 2 16:30 1 3 04:45 0 1 1 4 5 16:45 2 8 3 17 25 05:00 0 0 17:00 3 6 05:15 2 1 17:15 2 3 05:30 1 3 17:30 5 5 05:45 3 6 0 4 10 17:45 2 12 4 18 30 06:00 2 0 18:00 3 6 06:15 1 0 18:15 2 3 06:30 2 1 18:30 1 7 06:45 3 8 0 1 9 18:45 2 8 4 20 28 D7:D0 2 1 19:00 3 3 07:15 5 2 19:15 2 6 07:30 2 1 19:30 0 3 07:45 3 12 0 4 16 19:45 0 5 2 14 19 08:D0 2 1 20:00 1 5 08:15 5 3 20:15 1 5 08:30 2 2 20:30 0 3 08:45 4 13 0 6 19 20:45 0 2 2 15 17 09:00 7 1 21:00 1 1 09:15 4 2 21:15 0 0 09:30 3 1 21:30 0 1 09:45 6 20 4 8 28 21:45 0 1 0 2 3 10 :DO 3 1 22:00 1 0 10:15 5 2 22:15 0 0 10:30 2 4 22:30 0 0 10:45 5 15 3 10 25 22:45 0 1 0 0 1 11:D0 5 2 23:00 0 1 11:15 3 2 23:15 1 0 11:30 6 3 23:30 0 0 11:45 7 21 2 9 30 23:45 0 1 0 1 2 Total Vol. GPS Coordinates: Split Peak Hour Volume P.H.F. 32.6B2882,-117,10238E 99 50 149 85 132 217 Daily Totals NB 58 EB WB Combined 184 182 366 AM PM 66.4% 33.6% 40.7% 11:00 11:30 11:00 39.2% 60.8% 59.3% 12:30 15:30 15:30 21 12 30 14 20 32 0.75 0.75 0.83 0.70 0.71 0.80 177 of 338 Prepared by: Field Data Services of ArizonaNeracity Traffic Group (520) 316-6745 Volumes for: Monday, June 04, 2018 & Tuesday, June 05, 2018 Location : E. 2nd St. east of F Ave. City: National City Project# 18-1267-001 2-DAY AVERAGE AM Period NB SB EB WB PM Period NB SB EB WB 00:00 0 0 0 1 12:00 0 0 2 4 00:15 0 0 1 1 12:15 0 0 3 4 OD:30 0 0 1 0 12:30 0 0 3 3 00:45 0 0 0 0 1 2 0 1 3 12:45 0 0 0 0 3 10 2 11 21 01:00 0 0 1 1 13:00 0 0 4 4 01:15 0 0 0 1 13:15 0 0 4 2 01:30 0 0 0 0 13:30 0 0 2 2 01:45 0 0 0 0 0 1 0 1 2 13:45 0 0 0 0 4 12 4 12 24 02:00 0 0 0 0 14:0D 0 0 4 4 02:15 0 0 1 0 14:15 0 0 3 3 02:30 0 0 0 0 14:3D 0 0 2 4 02:45 0 0 0 0 1 2 1 1 2 14:45 0 0 0 0 2 10 4 13 23 03:00 0 0 1 1 15:0D 0 0 5 3 03:15 0 0 1 0 15:15 0 0 3 5 03:30 0 0 1 1 15:30 0 0 3 5 03:45 0 0 0 0 0 2 1 2 3 15:45 0 0 0 0 5 14 3 16 30 01:00 0 0 0 0 16:00 0 0 3 7 04:15 0 0 1 1 16:15 0 0 3 4 04:30 0 0 0 2 16:30 0 0 1 5 04:45 0 0 0 0 0 1 2 4 4 16:45 0 0 0 0 2 8 5 20 28 05:00 0 0 1 0 17:00 0 0 3 7 05:15 0 0 1 1 17:15 0 0 2 4 05:30 0 0 1 2 17:30 0 0 4 7 05:45 0 0 0 0 2 4 0 2 6 17:45 0 0 0 0 2 11 5 23 34 06:00 0 0 2 1 18:00 0 0 4 8 06:15 0 0 2 0 18:15 0 0 2 5 06:30 0 0 2 1 18:30 0 0 2 6 06:45 0 0 0 0 2 8 0 1 9 18:45 0 0 0 0 3 11 4 22 33 07:0D 0 0 2 1 19:00 0 0 3 5 07:15 0 0 4 3 19:15 0 0 2 5 07:30 0 0 2 2 19:30 0 0 3 4 07:45 0 0 0 0 4 12 1 6 18 19:45 0 0 0 0 1 9 5 18 27 OB:OD 0 0 2 1 20:00 0 0 2 3 08:15 0 0 4 2 20:15 0 0 2 3 08:3D 0 0 4 2 20:30 0 0 1 2 08:45 0 0 0 0 4 14 1 5 18 20:45 0 0 0 0 0 4 29 13 09:0D 0 0 7 1 21:00 0 0 1 1 09:15 0 0 4 2 21:15 0 0 1 0 09:30 0 0 3 1 21:30 0 0 2 1 09:45 0 0 0 0 6 20 2 5 25 21:45 0 0 0 0 1 4 0 1 5 10:00 0 0 3 1 22:00 0 0 1 1 10:15 0 0 5 2 22:15 0 0 0 0 10:30 0 0 2 3 22:30 0 0 1 0 10:45 0 0 0 0 4 14 2 8 22 22:45 0 0 0 0 0 1 0 1 2 11:00 0 0 5 2 23:00 0 0 1 1 11:15 0 0 3 2 23:15 0 0 2 0 11:30 0 0 4 3 23:30 0 0 1 0 11:45 0 0 0 0 6 18 2 9 26 23:45 0 0 0 0 0 3 1 1 4 Total Vol. GPS Coordinates: 32,182882,-10.102305 AM 95 41 136 94 146 240 Daily Totals NB SB Combined 189 187 375 PM Split % 69.7% 30.3% 36.1% 39.2% 60.8% 63.9e/0 Peak Hour 09:00 11:30 11:30 15:00 17:30 17:30 Volume 20 12 27 14 25 37 P.H.F. 0.71 0.86 0.83 0.78 0.78 0.77 178 of 338 Prepared by: Field Data Services of Arizona/Veracity Traffic Group (520) 316-6745 Volumes for: Monday, June 04, 2018 City: National City Project# 18-1267-002 Location : F Ave. south of E. 2nd St. DAY 1 AM Period NB SB EB WB PM Period NB SB EB WB 00:00 2 0 12:00 1 3 00:15 0 0 12:15 2 3 00:30 0 0 12:30 5 2 00:45 1 3 0 0 3 12:45 2 10 1 9 19 D1:00 1 1 13:00 3 3 01:15 0 0 13:15 2 3 01:30 0 0 13:30 1 3 01:45 0 1 0 1 2 13:45 1 7 2 11 18 D2:00 0 0 14:00 2 3 02:15 0 0 14:15 1 1 02:30 0 0 14:30 2 2 02:45 0 0 0 0 14:45 2 7 3 9 16 03:00 0 0 15:D0 2 5 03:15 0 0 15:15 4 3 03:30 0 0 15:30 3 2 03:45 1 1 0 0 1 15:45 1 10 1 11 21 04:D0 0 0 16:00 3 1 04:15 0 0 16:15 4 3 D4:30 1 0 16:30 6 2 04:45 1 2 1 1 3 16:45 3 16 3 9 25 05:00 1 0 17:00 5 3 D5:15 1 0 17:15 5 2 05:30 1 0 17:30 5 2 05:45 1 4 0 0 4 17:45 2 17 3 10 27 06:00 1 1 18:00 4 1 06:15 1 0 18:15 1 2 06:30 1 0 18:30 0 2 06:45 2 5 0 1 6 18:45 1 6 1 6 12 07:00 2 1 19:00 3 2 07:15 0 3 19:15 2 3 07:30 5 1 19:30 1 5 07:45 2 9 1 6 15 19:45 0 6 3 13 19 08:0D 7 4 20:00 1 3 08:15 3 3 20:15 2 1 08:30 5 5 20:3D 1 2 08:45 4 19 3 15 34 20:45 0 4 4 10 19 09:0D 1 1 21:0D 0 1 09:15 0 1 21:15 0 0 09:3D 1 1 21:3D 0 0 09:45 1 3 1 4 7 21:45 1 1 1 2 3 10:00 2 3 22:0D 1 1 10:15 1 1 22:15 2 0 10:30 1 2 22:30 1 1 10:45 3 7 1 7 14 22:45 0 4 0 2 6 11:0D 1 5 23:00 0 0 11:15 2 2 23:15 1 1 11:30 0 2 23:30 0 1 11:45 4 7 2 11 18 23:45 1 2 0 2 4 Total Vol. 61 46 107 90 94 184 GPS Coordinates: 32.682380, •117.102644 NB 151 Daily Totals SB EB WB Combined 140 291 AM PM Split % 57.0% 43.0% Peak Hour 08:00 08:00 Volume 19 15 P.H.F. 0,68 0.75 36.8% 48.9% 51.19/a 63.2% 08:00 16:30 19:15 16:15 34 19 0,77 0.79 14 29 0.70 0.91 179 of 338 Prepared by: Field Data Services of ArizonaNeracity Traffic Group (520) 316-6745 Volumes for: Tuesday, June 05, 2018 Location : F Ave. south of E. 2nd 5t, AM Period NB SB EB WB City: National City Project# 18-1267-002 DAY 2 PM Period NB SB EB WB 0D:0D 00:15 00:30 0D:45 01:00 01:15 01:3D 01:45 02:00 02:15 02:30 02:45 0 0 1 0 1 0 0 2 0 0 2 0 0 0 0 0 0 2 0 0 0 0 0 0 0 0 1 1 0 0 12:0D 12:15 12:30 2 12:45 13:00 2 1 13:15 2 2 13:3D 2 1 2 13:45 1 7 2 6 14:00 4 1 14:15 3 3 14:30 2 4 1 14:45 4 13 4 12 25 2 2 3 3 0 4 0 5 1 10 15 13 03:00 0 0 03:15 0 0 03:3D 0 0 03:45 0 0 0 0 04:0D 0 1 04:15 0 0 04:30 0 0 04:45 2 2 0 1 05:00 1 0 05:15 0 0 05:30 1 0 05:45 1 3 1 1 06:00 0 1 06:15 1 1 06:30 3 1 06:45 1 5 1 4 07:00 7 1 07:15 4 2 07:30 0 2 07:45 4 15 1 6 15:00 9 3 15:15 5 6 15:30 4 4 15:45 1 19 5 18 37 16:00 2 2 16:15 5 2 16:30 2 5 3 16:45 4 13 3 12 25 17:00 0 4 17:15 5 2 17:30 2 5 4 17:15 1 8 1 12 20 18:00 5 4 18:15 3 1 18:30 1 4 9 18:45 0 9 1 10 19 19:00 1 2 19:15 2 1 19:30 0 1 21 19:45 1 4 1 5 9 D8:00 2 3 08:15 1 4 08:30 3 2 08:45 5 11 2 11 09:00 2 2 09:15 2 1 D9:30 0 1 09:45 2 6 1 5 10:00 2 5 10:15 6 1 10:30 0 2 10:45 2 10 2 10 11:00 0 2 11:15 1 2 11:30 2 1 11:45 3 6 1 6 20:00 0 3 20:15 1 5 20:30 2 2 22 20:45 1 4 1 11 15 21:D0 0 1 21:15 1 3 21:30 0 3 11 21:45 2 3 1 8 11 22:00 2 1 22:15 1 1 22:30 2 1 20 22:45 1 6 1 4 10 23:00 0 0 23:15 1 1 23:30 0 0 12 23:45 1 2 1 2 4 Total Vol. 63 44 GPS Coordinates: 32. 2380.-u7.tu?649 AM 107 93 110 NB 156 SB 154 203 Daily Totals EB WB Combined 310 PM 45.8% 54.2% 65.5% Peak Hour Volume P.H.F. 06:30 15 0.54 06:00 11 0.69 08:00 22 0.79 14:45 22 0.61 15:00 18 0.75 14:45 39 0.81 180 of 338 Prepared by: Field Data Services of ArizonaNeracity Traffic Group (520) 316-6745 Volumes for. Monday, June 04, 2018 & Tuesday, June 05, 2018 Location : F Ave. south of E. 2nd St. AM Period NB SB EB WB City: National City Project# 18-1267-002 2-DAY AVERAGE PM Period NB SB EB WB 0D:00 00:15 00:30 00:45 01:00 01:15 01:30 01:45 02:00 02:15 02:30 02:45 03:00 03:15 03:30 03:45 04:00 04:15 04:30 04:45 05:00 05:15 05:30 05:45 06:00 06:15 06:3D 06:45 07:00 07:15 07:30 07:45 08:00 08:15 D8:30 08:45 09:00 09:15 09:30 09:45 10:00 10:15 10:30 10:45 1 0 0 0 12:00 2 3 0 0 1 0 0 0 12:15 3 3 0 0 1 0 0 0 12:30 3 3 0 0 1 3 0 0 0 0 0 0 3 12:45 1 8 1 10 0 0 0 0 17 2 1 0 0 13:00 3 2 0 0 0 0 0 0 13:15 2 3 0 0 0 0 0 0 13:30 2 2 0 0 0 2 0 1 0 0 0 0 2 13:45 1 7 2 9 0 0 0 0 16 0 0 0 0 14:00 3 2 0 0 0 0 0 0 14:15 2 2 0 0 0 0 0 0 14:30 2 3 0 0 1 1 0 0 0 0 0 0 1 14:45 3 10 4 11 0 0 0 0 21 0 0 0 0 15:00 6 4 0 0 0 0 0 0 15:15 5 5 0 0 0 0 0 0 15:30 4 3 0 0 1 1 0 0 0 0 0 0 1 15:45 1 15 3 15 0 0 0 0 29 0 1 0 0 16:00 3 2 0 0 0 0 0 0 16:15 5 3 0 0 1 0 0 0 16:30 4 4 0 0 2 2 1 1 0 0 0 0 3 16:45 4 15 3 11 0 0 0 0 25 1 0 0 0 17:00 3 4 0 0 1 0 0 0 17:15 5 2 0 0 1 0 0 0 17:30 4 4 0 0 1 4 1 1 0 0 0 0 4 17:45 2 13 2 11 0 0 0 0 24 1 1 0 0 18:00 5 3 0 0 1 1 0 0 18:15 2 2 0 0 2 1 0 0 18:30 1 3 0 0 2 5 1 3 0 0 0 0 8 18:45 1 8 1 8 0 0 0 0 16 5 1 0 0 19:00 2 2 0 0 2 3 0 0 19:15 2 2 0 0 3 2 0 0 19:30 1 3 0 0 3 12 1 6 0 0 0 0 18 19:45 1 5 2 90 0 0 0 14 5 4 0 0 20:00 1 3 0 0 2 4 0 0 2D:15 2 3 0 0 4 4 0 0 20:30 2 2 0 0 5 15 3 13 0 0 0 0 28 20:45 1 4 3 11 0 0 0 0 15 2 2 0 0 21:00 0 1 0 0 1 1 0 0 21:15 1 2 0 0 1 1 0 0 21:30 0 2 0 0 2 5 1 5 0 0 0 0 9 21:45 2 2 1 5 0 0 0 0 7 2 4 0 0 22:00 2 1 0 0 4 1 0 0 22:15 2 1 0 0 1 2 0 0 22:30 2 1 0 0 3 9 2 9 0 0 0 0 17 22:45 1 5 1 3 0 0 0 0 8 11:00 1 4 0 0 23:00 0 0 0 0 11:15 2 2 0 0 23:15 1 1 0 0 11:30 1 2 0 0 23:30 0 1 0 0 11:45 4 7 2 9 0 0 0 0 15 23:45 1 2 1 2 0 0 0 0 4 Total Vol. 62 45 GPS Coordinates: 32.682380,-117.102649 107 92 102 194 Daily Totals NB SB Combined 154 147 301 AM PM S lit % 57.9% 42.1% Peak Hour 08:00 08:00 Volume 15 13 P.H.F. 0.83 0.93 35.6% 47.3% 52.7% 64.4% 08:00 14:45 14:30 14:45 28 17 15 0.88 0.75 0.83 32 0,83 181 of 338 ITEM TITLE: 2 NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR JUNE 20, 2018 REQUEST TO INSTALL STOP CONTROL SIGN AT VARIOUS INTERSECTIONS WITHIN THE NEIGHBORHOOD BOUNDED BY E. 1ST STREET TO THE NORTH, E. 4TH STREET TO THE SOUTH, HIGHLAND AVENUE TO THE EAST AND "D" AVENUE TO THE WEST PREPARED BY: Luca Zappielfo, Junior Engineer - Civil Engineering & Public Works Department DISCUSSION: Several residents contacted Engineering staff expressing safety concerns regarding the intersection at E. 2nd Street and "F" Avenue, citing one accident that occurred within the past few months. Area residents stated that many drivers ignore the Yield control signs installed on "F" Avenue (minor street) and they drive through the intersection without stopping and/or paying attention to the vehicles driving on E. 2nd Street (through street). Staff performed a site evaluation. E. 2' Street and "F" Avenue are 2-lane local roadways with prima facie speed limits of 25 mph and unrestricted parallel parking on both sides of the streets. Staff confirmed that the intersection of E. 2' Street and "F' Avenue is controlled by Yield control signs on "F" Avenue (minor street). Engineering staff authorized Kimsey -Horn & Associates to perform the 48-hour Average Daily Traffic (ADT) for E 2nd Street and "F" Avenue at the intersection. The ADT counts determine if the two streets have similar operating characteristics to warrant the installation of All -Way Stop control based on the guidelines provided in the California Manual on Uniform Traffic Control Devices. The ADT counts were performed during the first week of June and are attached to this report. Staff also reviewed the traffic collision history for this intersection, which confirmed there were three "reported" traffic collisions within the past four years. The NCPD report shows that two crashes at the intersection were caused by failure to yield the right-of-way (CVC 21803A). See attachment traffic collision summary table. The results of the ADT data provided by Kimley-Horn & Associates indicate that the intersection warrants for All -Way Stop control since the two-day average (June 4th 2018 and June 5t; 2018) of the daily traffic counts of the two streets was found to be 375 for E. 2nd Street east of `F' Avenue and 301 for "F" Avenue south of E. 2rd Street. This result is supported by the CA-MUTCD, which states that an "intersection of two residential neighborhood coilector (through) streets of similar design and operating characteristics where multi -way stop control would improve traffic operational characteristics of the intersection." 182 of 338 Furthermore, staff observed that the nearby intersections of E. 1st Street and ''F" Avenue, E. 2nd Street and "E" Avenue and E. 2nd Street and "G" Avenue are "T" intersections and they operate as yield controlled for the minor street. Staff recommends replacing the Yield Control sign with a Stop Control sign at all of the three intersections since vehicles travelling on the minor streets must make a complete stop before attempting to enter onto the major streets that have the right of way. Staff also noted that the two intersections of E. 3rd Street and "E" Avenue and E. 3rd Street and "G" Avenue are also controlled by Yield signs for the minor streets. At these intersections, staff recommends replacing the Yield Control sign with a Stop Control sign to provide consistency with other nearby intersections that have similar operating characteristics. California Vehicle Code and National City Municipal Code require a minimum of 25 feet of red curb "No Parking" for each approach to a Stop sign. STAFF RECOMMENDATION: Staff recommends the following traffic safety enhancements for the neighborhood bounded by E. 13t Street to the north, E. 4th Street to the south, Highland Avenue to the east and "D Avenue to the west: 1. Install Stop control for the northbound "F" Avenue approaches (minor street) to the intersection with E. 1th Street (through street); 2. Install Stop control for the northbound "E" Avenue approaches (minor street) to the intersection with E. 2uid Street (through street); 3. Install Stop control for the southbound and northbound "F Avenue approaches to the intersection with E. 2nd Street; 4. Install Stop control for the eastbound and westbound E 21'd Street approaches to the intersection with E. 211d Street; 5. Install Stop control for the northbound "G" Avenue approaches (minor street) to the intersection with E. 2"d Street (through street); 6. Install Stop control for the southbound and northbound "E" Avenue approaches (minor street) to the intersection with E. 3' Street (through street); 7. Install Stop control for the southbound and northbound "G" Avenue approaches (minor street) to the intersection with E. 3' Street (through street); ATTACHMENTS: 1. Correspondence; 2. Public Notice; 3. Location Map with Existing Conditions; 4. Location Map with Recommended Enhancements; 5. Photos; 6. ADT counts; 7. Traffic Collision History. 2018-13 183 of 338 Good day Mr. Rodriguez, I am reaching out to you as a concerned neighbor for the safety of my community. Last night at approximately 8:30 pm there was once again an accident on F Ave and E. 2'd This intersection is prone to accidents at least once every three months or so. In my humble opinion we need to survey and make it less dangerous for all of us! I have witnessed vehicles traveling on E. 2nd after turning from Highland at a high speed of rate. I live at 221 F.Ave- one of the vehicles involved ended up in front of my home. Scary uh? I came out as many of the neighbors did- to render help. You should have seen the little girl that was in one of the vehicles- shaking like a leaf (waiting for the ambulance). As a matter of public record -I/we would like to know exactly how many accidents there are a year on that intersection- If I may please. As a member of the community and on behave of many of my neighbors we'd like to petition a very much need STOP sign. I understand there is a protocol in place- If you would be kind to guide me through the process or give me the name of the person which I could contact to expedite the process I would very much appreciate it. Thank you for your time and cooperation. Laura E. qUzmnaz. 184 of 338 June 13, 2018 Resident/Property Owner - CALIFORNIA NATIONAL Cilry �VCORPORATtiO- Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2018-13 REQUEST TO INSTALL STOP CONTROL SIGN AT VARIOUS INTERSECTIONS WITHIN THE NEIGHBORHOOD BOUNDED BY E. 1ST STREET TO THE NORTH, E. 4111 STREET TO THE SOUTH, HIGHLAND AVENUE TO THE EAST AND "D" AVENUE TO THE WEST Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Meeting scheduled for Wednesday, June 20, 2018, at 1:00 P.M. in the 2nd Floor Large Conference Room of the Civic Center Building, 1243 National City Boulevard, to discuss the above -referenced item. The City Hall is ADA compliance. Please note that there are two disabled persons parking spaces in front of City Hall on the east side of National City that provide direct access on the 2nd Floor of City Hall via a pedestrian bridge. If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2018-13. Sincerely, 2. Stephen Manganiello City Engineer SM:lz Enclosure: Location Map with Existing Conditions Location Map with Recommended Enhancements 2018-13 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering@nationalcityca.gov 185 of 338 Location Map with Existing Conditions (TSC Item: 2018-13) • � 4 ' 1TH SIREEiT 4110t STOPI • E. 3TH STRr E,T —+r figt 4THSTREET ." A LEGEND di` 1 4 irn 'Z Existing Stop sign Existing Yield sign 186 of 338 Location Map with Recommended Enhancements (TSC Item: 2018-13) • 151 ‘101" 4 ° .444.1, 4"74P`-ilirrft , 1TH STREET 2- •, „ „ "3,7 4917 , !It m E.3THSTRE _ rm. t . lko - , '4' • ' }• AM. •-•-• • -Os-It- ') ett Jr9II 4.11, L LEGEND Proposed Stop sign 187of 338 E. 15t Street • Location of proposed Stop Control at the "T" intersection at E. 1st Street and "F" Avenue (looking south) Location of proposed Stop Control at the "T" intersection at E. 15t Street and "F" Avenue (looking north) 188 of 338 Location of proposed Stop Control at the intersection at E. 2"d Street and "F" Avenue (looking south) Location of proposed Stop Control at the intersection at E. Z"d Street and "F" Avenue (looking west) 189 of 338 Location of proposed Stop Control at the "T" intersection at E. 2"d Street and "G" Avenue (looking south) Location of proposed Stop Control at the "T" intersection at E. 2^d Street and "G" Avenue (looking north) 190 of 338 Location of proposed Stop Control at the intersection at E. 3`d Street and "G" Avenue (looking south) Location of proposed Stop Control at the intersection at E. 3rd Street and "G" Avenue (looking east) 191 of 338 Location of proposed Stop Control at the intersection at E. 3rd Street and "E" Avenue (looking east) Location of proposed Stop Control at the intersection at E. 3rd Street and "E" Avenue (looking south) 192 of 338 Location of proposed Stop Control at the "T" intersection at E. 2nd Street and "E" Avenue (looking north) E 2nd Street 1191 1J NuEratm _41210 Location of proposed Stop Control at the "T" intersection at E. 2nd Street and "E" Avenue (looking south) 193 of 338 Volumes for: Monday, June 04, 2018 & Tuesday, June 05, 2018 Location : E. 2nd St. east of F Aye. City: National City Project# 18-1267-001 2-DAY AVERAGE AM Period NB SB EB WB PM Period NB SB EB WB D0:00 0 C 0 1 12:00 0 0 2 4 00:15 0 0 - 12:15 0 0 3 4 00:30 0 0 _ 0 12:30 0 0 3 3 00:45 0 0 0 0 _ 2 0 1 3 12:45 0 0 0 0 3 10 2 11 21 01:00 0 0 1 1 13:00 0 0 4 4 01:15 0 0 0 L 13:15 0 0 4 2 01:30 0 0 0 0 13:30 0 0 2 2 01:45 0 C 0 0 0 1 0 1 2 13:45 0 0 0 0 4 12 4 12 24 02:00 0 0 0 0 14:00 0 0 4 4 02:15 0 0 1 0 14:15 0 0 3 3 02:30 D 0 0 0 14:30 0 0 2 4 02:45 DC 0 C 1 2 L 1 2 14:45 0 0 0 0 2 10 4 13 23 03:00 0 D 1 1 15:00 0 0 5 3 03:15 0 0 1 0 15:15 0 0 3 5 03:30 0 0 1 1 15:30 0 0 3 5 03:45 0 0 0 0 0 2 1 2 3 15:45 0 0 0 0 5 14 3 16 30 04:00 0 0 0 0 16:00 0 0 3 7 04:15 0 0 1 1 16:15 0 0 3 4 04:30 0 0 0 2 16:30 0 0 1 5 04:45 0 0 0 0 0 1 2 4 4 16:45 0 0 0 0 2 8 5 20 28 05400 0 0 1 0 17:00 0 0 3 7 05:15 0 0 1 1 17:15 0 0 2 4 05:30 0 0 1 2 17:30 0 0 4 7 05:45 0 0 0 0 2 4 0 2 6 17:45 0 0 0 0 2 11 5 23 34 06:00 0 0 2 1 18:00 0 0 4 8 06:15 0 0 2 0 18:15 0 D 2 5 06:30 0 0 2 1 18:30 0 0 2 6 06:45 0 0 0 0 2 8 0 1 9 18:45 0 0 0 0 3 11 4 22 33 07:00 0 0 2 1 19:00 0 0 3 5 07:15 0 0 4 3 19:15 0 0 2 5 07:30 0 0 2 2 19:30 0 0 3 4 07:45 0 0 0 0 4 12 1 6 18 19:45 0 0 0 0 1 9 5 18 27 08:00 0 0 2 1 20:00 0 0 2 3 08:15 0 0 4 2 20:15 0 0 2 3 08:30 0 0 4 2 20:30 0 0 1 2 08:45 0 0 0 4 14 1 5 18 20:45 0 0 0 0 0 4 2 9 13 09:00 0 0 7 1 21:00 0 0 1 1 09:15 0 0 4 2 21:15 0 0 1 0 09:30 0 0 3 1 21:30 0 0 2 1 09:45 0 C 0 0 6 20 2 5 25 21:45 0 0 0 0 1 4 0 1 5 10:00 0 D 3 1 22 00 0 0 1 1 10:15 D 0 5 2 22:15 0 0 0 0 10:30 D 0 2 3 22:30 0 0 1 0 10:45 D 0 0 0 4 14 2 8 22 22:45 0 0 0 0 0 1 0 1 2 11:00 0 0 5 2 23:00 0 0 1 1 11:15 0 D 3 2 23:15 0 0 2 0 11:30 0 0 4 3 23:30 0 0 1 0 11:45 0 0 ., 0 6 18 2 9 26 23:45 0 0 0 0 0 3 1 1 4 Total Vol. GPS Coordinates: 32 1?05?.-117.I03385 95 41 136 94 1 5 240 Daily Totals t 13 SB Combined 189 187 375 AM PM Split % 69.7% 30.3% 36.1% 39.2% 60.8% 63.9% Peak Hour 09:00 11:30 11:30 Volume 20 12 27 P.H.F. 0.71 0.86 0.83 15:00 17:30 17:30 14 25 37 0.78 0.78 0.77 194 of 338 Volumes for: Monday, June 04, 2018 & Tuesday, June 05, 2018 Location : F Ave. south of E. 2nd St. City: National City Project# 18-1267-002 2-DAY AVERAGE AM Period NB 58 EB WB PM Period NB 58 EB WB 00:00 1 0 0 0 12:00 2 3 0 0 00:15 1 D 0 0 12:15 3 3 0 0 00:30 1 0 0 0 12:30 3 3 0 0 00:45 1 3 0 0 0 0 0 0 3 12:45 1 8 1 10 0 0 0 0 17 01:00 2 1 0 0 13:00 3 2 0 0 01:15 0 0 0 0 13:15 2 3 0 0 01:30 0 0 0 0 13:30 2 2 0 0 01:45 0 2 0 1 0 0 0 0 2 13:45 1 7 2 9 0 0 0 0 16 02:00 0 0 0 0 14:00 3 2 0 0 D2:15 0 0 0 0 14:15 2 2 0 0 D2:30 0 0 0 0 14:30 2 3 0 0 02:45 1 1 0 0 0 0 0 0 1 14:45 3 10 4 11 0 0 0 0 21 03:00 0 0 0 0 15:00 6 4 0 0 03:15 0 0 0 0 15:15 5 5 0 0 03:30 0 0 0 0 15:30 4 3 0 0 03:45 1 1 0 0 0 0 0 0 1 15:45 1 15 3 15 0 0 0 0 29 04:00 0 1 0 0 16:00 3 2 0 0 04:15 D 0 0 0 16:15 5 3 0 0 04:30 _ 0 0 0 16:30 4 4 0 0 04:45 2 2 1 1 0 0 0 0 3 16:45 4 15 3 11 0 0 0 0 25 05:00 1 0 0 0 17:00 3 4 0 0 05:15 1 0 0 0 17:15 5 2 0 0 05:30 1 0 0 0 17:30 4 4 0 0 05:45 1 4 1 1 0 0 0 0 4 17:45 2 13 2 11 0 0 0 0 24 06:00 1 1 0 0 18:00 5 3 0 0 06:15 1 1 0 0 18:15 2 2 0 0 06:30 2 1 0 0 18:30 1 3 0 0 06:45 2 5 1 3 0 0 0 0 8 18:45 1 8 1 8 0 0 0 0 16 07:00 5 1 0 0 19:00 2 2 0 0 07:15 2 3 0 0 19:15 2 2 0 0 07:30 3 2 0 0 19:30 1 3 0 0 07:45 3 12 1 6 0 0 0 0 18 19:45 1 5 2 9 0 0 0 0 14 08:00 5 4 0 0 20:00 1 3 0 0 08:15 2 4 0 0 20:15 2 3 0 0 08:30 4 4 0 0 20:30 2 2 0 0 08:45 5 15 3 13 0 0 0 0 28 20:45 1 4 3 11 0 0 0 0 15 09:00 2 2 0 0 21:00 0 1 0 0 09:15 1 1 0 0 21:15 1 2 0 0 09:30 1 1 0 0 21:30 0 2 0 3 09:45 2 5 1 5 0 0 0 0 9 21:45 2 2 1 3 0 0 0 0 7 10:00 2 4 0 0 22:00 2 1 D 0 10:15 4 1 0 0 22:15 2 1 0 0 10:30 1 2 0 0 22:30 2 L 0 0 10:45 3 9 2 9 0 0 0 17 22:45 1 L 3 0 0 0 0 3 11:00 1 4 0 0 23:00 0 .. 0 0 11:15 2 2 0 0 23:15 1 1 0 0 11:30 1 2 0 0 23:30 0 1 0 0 11:45 4 7 2 9 0 0 0 0 15 23:45 1 2 1 2 0 0 0 0 Total Vol. 62 45 107 92 102 194 GPS Coordinates: 32.im o.-r17.I02649 Daily Totals NB SB Combined 154 147 301 AM PM Split Peak Hour 57.9% 42.1% 08:00 08:0 3 Volume 15 13 P.H.F. 0.83 0.93 35.63/4 47.3% 52.7% 64.4°/a 08:00 14:45 14:30 11:45 28 17 15 0.88 0.75 0.83 32 D.83 195 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 196 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the residence located at 1039 D Avenue (TSC No. 2018-14). (Engineering/Public Works) 196 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT L MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE:. Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the residence located at 1039 "D" Avenue (TSC No. 2018-14). PREPARED BY: Luca Zappieflo, Junior Engineer — Civil DEPARTMENT: Engineering/Public Works PHONE 619-336-4360 APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW; N/A APPROVED: APPROVED: ORDINANCE: INTRODUCTION: FINAL ADOPTION: 2 Finance MIS STAFF RECOMMENDATION: Adopt a Resolution authorizing to remove the existing time restricted parking in front of the residence iocated at 1039 "D" Avenue. BOARD ! COMMISSION RECOMMENDATION: At their meeting on June 20, 2018, the Traffic Safety Committee approved staffs recommendation to remove the existing time restricted parking in front of the residence located at 1039 "D" Avenue. .ATTACHMENTS: '1. Explanation w/ Exhibit 2. Staff Report to the Traffic Safety Committee on June 20, 2018 (TSC No. 2018-14) 3. Resolution 197of338 EXPLANATION Area residents have requested the removal of the existing time restricted parking in front of the residence located at 1039 "D" Avenue. Staff visited the site. The residence at 1039 "D" Avenue is located in a residential area on the east side of "D" Avenue between E Plaza Boulevard and E 12th Street. Avenue is a 2-lane local roadway with unrestricted parallel parking on both sides on the street and prima facie speed limits of 30 mph. It should be noted that there are no businesses located in this area. Staff confirmed that there are twenty (20) feet of existing time restricted "15-minute" parking in front of the residence located at 1039 "D" Avenue. Since the existing time restricted parking sign is located in a residential area where there is no need for parking turnover, staff recommends the removal of twenty (20) feet of existing time restricted "15-minute" parking. Staff sent notices to area property owners and residents, including the owner of 1039 "D" Avenue, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. This item was presented to the Traffic Safety Committee on June 20, 2018. There were no members of the community present to speak on the item. Staff presented the results of the site evaluation and after discussion, the Traffic Safety Committee voted to approve staff's recommendation to remove of the existing time restricted parking in front of the residence located at 1039 "D" Avenue. If approved by City Council, all work will be performed by City Public Works. 198 of 338 Location Map with Existing Conditions (TSC Item: 2018-14) _. 8££ 10 66 L 1039"D" Avenue • ti I? for y d 114 ITEM TITLE: 3 NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR JUNE 20, 2018 REQUEST TO REMOVE THE EXISTING TIME RESTRICTED PARKING IN FRONT OF THE RESIDENCE LOCATED AT 1039 "D" AVENUE PREPARED BY: Luca Zappiello, Junior Engineer - Civil Engineering & Public Works Department DISCUSSION: Area residents have requested the removal of the existing time restricted parking in front of the residence located at 1039 "D" Avenue. Staff visited the site. The residence at 1039 "D" Avenue is located in a residential area on the east side of "D" Avenue between E Plaza Boulevard and E 121h Street. "D" Avenue is a 2-lane local roadway with unrestricted parallel parking on both sides on the street and prima facie speed limits of 30 mph. It should be noted that there are no businesses located in this area. Staff confirmed that there are twenty (20) feet of existing time restricted "15-minute" parking in front of the residence located at 1039 "D" Avenue. Since the existing time restricted parking sign is located in a residential area where there is no need for parking turnover, staff recommends the removal of twenty (20) feet of existing time restricted 15-minute' parking. Staff sent notices to area property owners and residents, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. STAFF RECOMMENDATION: Based on an evaluation of existing conditions, staff recommends the removal of twenty (20) feet of existing time restricted "15-minute" parking in front of the residence located at 1039 'D" Avenue. If approved by City Council, ail work will be performed by City Public Works, EXHIBITS: 1. Public Request 2. Public Notice 3. Location Map 4. Photos 2018-14 200 of 338 PUBLIC REQUEST FORM Name: Anonymous Address: Phone: Email: Location: 1039 U D" Avenue Request: Request of removal existing "15-minute" parking in front of the residence Attachments: Yes. J No Description: Request Received By: L. Zappiello Received via: Courite r/ln-Pe rson Telephone Emall Fax Date: May 2, 2018 Referral: Assigned To: L. Zappiello Notes: 201 of 338 June 13, 2018 Resident/Property Owner �- CALIFORNIA -•- NATIONAL CITIv �5�1 ACORPORdTE� Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2018-14 REQUEST TO REMOVE THE EXISTING TIME RESTRICTED PARKING IN FRONT OF THE RESIDENCE LOCATED AT 1039 "D" AVENUE Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Meeting scheduled for Wednesday, June 20, 2018, at 1:00 P.M. in the 2"d Floor Large Conference Room of the Civic Center Building, 1243 National City Boulevard, to discuss the above -referenced item. The City Hall is ADA compliance. Please note that there are two disabled persons parking spaces in front of City Hall on the east side of National City that provide direct access on the 2"d Floor of City Hall via a pedestrian bridge. If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2018-14. Sincerely, ifc,Z, Stephen Manganiello City Engineer SM:lz Enclosure: Location Map 2018-14 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering@nationalcityca.gov 202 of 338 Location Map with Existing Conditions (TSC Item: 2018-14) 1039"0" Avenue BCC Jo COZ Existing "15- minute" parking 20 feet of existing time restricted "15-minute" parking Location of requested removal of the existing time restricted parking located at 1039 D Avenue (looking east) 20 feet of existing time restricted "15-minute" parking Location of requested removal of the existing time restricted parking located at 1039 D Avenue (looking north) 204 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 205 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the building located at 1900 Wilson Avenue (TSC No. 2018- 15). (Engineering/Public Works) 205 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing to remove the existing time restricted parking in front of the building located at 1900 Wilson Avenue (TSC No. 2018-15). PREPARED BY: Luca Zappiello, Junior Engineer — Civil PHONE: 619-336-4360 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt a Resolution authorizing to remove the existing time restricted parking in front of the building located at 1900 Wilson Avenue BOARD / COMMISSION RECOMMENDATION: At their meeting on June 20, 2018, the Traffic Safety Committee approved staffs recommendation to remove the existing time restricted parking in front of the building located at 1900 Wilson Avenue ATTACHMENTS: 1. Explanation IN/ Exhibit 2, Staff Report to the Traffic Safety Committee on June 20, 2018 (TSC No. 2018-15) 3. Resolution 206 of 338 EXPLANATION Mr. Orlando Perez, an area resident, has requested the removal of the existing time restricted "30-minute" parking in front of the building located at 1900 Wilson Avenue. Mr. Perez stated that the property has been vacant for more than three years and there are two unutilized time -restricted "30-minute" parking spaces in front of the building. Mr. Perez also stated that since Saint Anthony's Catholic church is located nearby, all of the available on -street parking is heavily impacted during mass hours. Mr. Perez indicated that the removal of the existing time restricted "30-minute" parking in front of the building at 1900 Wilson Avenue would alleviate the parking problem by providing additional parking available for area residents. Staff visited the site. The building at 1900 Wilson Avenue is located on the west side of the intersection at Wilson Avenue and W. 19th Street. At this address, Wilson Avenue is a 2-lane roadway with unrestricted parallel parking available on both sides on the street and prima facie speed limits of 30 mph. This area is residential and commercial. Staff confirmed that there are forty (40) feet of existing time restricted "30-minute" parking in front of the building at 1900 Wilson Avenue. Staff confirmed that the building is vacant at this time and that there are four private parking spaces located in the rear of the building. Staff also confirmed that there is a parking lot at Saint Anthony's Catholic church on the northeast corner of Wilson Avenue and W. 19th Street. Staff sent notices to area property owners and tenants, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. This item was presented to the Traffic Safety Committee on June 20, 2018, Mr. Perez's wife, Mrs. Rosalie Perez, was in attendance and spoke in support of the removal of the existing time restricted "30-minute" parking in front of the building located at 1900 Wilson Avenue. Staff presented the results of the site evaluation and after discussion, the Traffic Safety Committee voted to approve staff's recommendation to remove of the existing time restricted parking in front of the building located at 1900 Wilson Avenue. If approved by City Council, all work will be performed by City Public Works. 207 of 338 Location Map with Existing Conditions (TSC Item: 2018-14) TO 0 61 1900 Wilson Avenue lP V -'2111111 Parking lot for St. Anthony's Catholic Church St. Anthony's Catholic Church la • 208 of 338 ITEM TITLE: 4 NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR JUNE 20, 2018 REQUEST TO REMOVE THE EXISTING TIME RESTRICTED "30- MINUTE" PARKING IN FRONT OF THE BUILDING LOCATED AT 1900 WILSON AVENUE PREPARED BY: Luca Zappiello, Junior Engineer - Civil Engineering & Public Works Department DISCUSSION: Mr. Orlando Perez, an area resident, has requested the removal of the existing time restricted "30-minute" parking in front of the building located at 1900 Wilson Avenue. Mr. Perez stated that the property has been vacant for more than three years and there are two unutilized time -restricted "30-minute" parking spaces in front of the building. Mr. Perez also stated that since Saint Anthony's Catholic church is located nearby, all of the available on - street parking is heavily impacted during mass hours. Mr. Perez indicated that the removal of the existing time restricted "30-minute" parking in front of the building at 1900 Wilson Avenue would alleviate the parking problem by providing additional parking available for area residents. Staff visited the site. The building at 1900 Wilson Avenue is located on the west side of the intersection at Wilson Avenue and W. 19t Street. At this address, Wilson Avenue is a 2- lane roadway with unrestricted parallel parking available on both sides on the street and prima facie speed limits of 30 mph. This area is residential and commercial. Staff confirmed that there are forty (40) feet of existing time restricted "30-minute" parking in front of the building at 1900 Wilson Avenue. Staff confirmed that the building is vacant at this time and that there are four private parking spaces located in the rear of the building. Staff also confirmed that there is a parking lot at Saint Anthony's Catholic church on the northeast corner of Wilson Avenue and W. 19th Street. Staff sent notices to area property owners and tenants, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. STAFF RECOMMENDATION: Based on an evaluation of existing conditions, staff recommends the removal of forty (40) feet of existing time restricted "30-minute" parking in front of the building located at 1900 Wilson Avenue. If approved by City Council, all work will be performed by City Public Works. EXHIBITS: 1. Public Request 209 of 338 2. Public Notice 3. Location Map 4. Photos 201E-15 210 of 338 CALIFORNIA NATIONAL Ciry INCORPORATED -• PUBLIC REQUEST FORM Name: Orlando Perez Address: 1836 Wilson Avenue Phone: Email: Location: 1900 Wilson Avenue Request: Request of removal existing 30 minute parking in front of the building Attachments: Yes No Description: Request Received By: L. Zappiello Date: April 18, 2018 Received via: ( (Counter/In-Person TelephonenEmail Fax Referral: Assigned To: L. Zappiello Notes: 211 of 338 June 13, 2018 Resident/Property Owner CALIFORNIA NATIONAL CM fRCOA POR,Tt'fl � Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2018-15 REQUEST TO REMOVE THE EXISTING TIME RESTRICTED PARKING IN FRONT OF THE COMMERCIAL BUILDING LOCATED AT 1900 WILSON AVENUE Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Meeting scheduled for Wednesday, June 20, 2018, at 1:00 P.M. in the 2nd Floor Large Conference Room of the Civic Center Building, 1243 National City Boulevard, to discuss the above -referenced item. The City Hall is ADA compliance. Please note that there are two disabled persons parking spaces in front of City Hall on the east side of National City that provide direct access on the 2nd Floor of City Hall via a pedestrian bridge. If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2018-15. Sincerely, 7. /4.7.6.,...LX Stephen Manganiello City Engineer SM:Iz Enclosure: Location Map 2018-15 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering@nationalcityca.gov 212 of 338 Location Map with Existing Conditions (TSC Item: 2018-14) 1900 Wilson Avenue Removal of the existing "30-minute" parking • 5ns: r f:: Parking lot for St. Anthony's Catholic Church St. Anthony's Catholic Church • m m 213 of 338 40 feet of existing time restricted "30-minute" parking Location of requested removal of the existing time restricted parking located at 1900 Wilson Avenue (looking west) 40 feet of existing time restricted "30-minute" parking Location of requested removal of the existing time restricted parking located at 1900 Wilson Avenue (looking south) 214 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 215 The following page(s) contain the backup material for Agenda Item: Temporary Use Permit — Pumpkin Station hosted by Pinery Christmas Trees, Inc. at Westfield Plaza Bonita Mall from September 28, 2018 thru October 31, 2018 with no waiver of fees. (Neighborhood Services) 215 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO.: ITEM TITLE: Temporary Use Permit — Pumpkin Station hosted by Pinery Christmas Trees, Inc. at Westfield Plaza Bonita Mall from September 28, 2018 thru October 31, 2018 with no waiver of fees. PREPARED BY: Dionisia Trejo DEPARTMENT: ►l• ood Services PHONE: 619-336-4255 APPROVED B EXPLANATION: This is a request from Pinery Christmas Trees to host the annual Pumpkin Station at Plaza Bonita Mall from September 28, 2018 thru October 31, 2018. Daily hours will be from 9 a.m. to 9 p.m. Pumpkin Station will be located on the eastside parking lot #7 of the mall adjacent to Ring Road. This event is a pumpkin patch and a children's carnival combined catering to children between the ages of 2-9. Event will include a kid's play center and several rides, an inflatable pumpkin jump and a petting zoo. Plaza Bonita Mall security will be used during event hours. Note: This is the 15th year for the Pumpkin Station at Plaza Bonita Mall. FINANCIAL STATEMENT: APPROVED: FINANCE ACCOUNT NO. APPROVED: City fee of $237.00 for processing the TUP, plus $1,100.00 for Fire permits. Total fees: $1, 337.00 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION FINAL ADOPTION ❑ MIS STAFF RECOMMENDATION: Approve the Application for a Temporary Use Permit subject to compliance with all conditions of approval with no waiver of fees or in accordance to City Council Policy 802. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Application for a Temporary Use Permit with recommended approvals and conditions 91 F of ��R I �-+ CALIFORNIA NATIONAL CITY NCO E1 Type of Event ❑ Fair/Festival ■❑ TUP City of National City • Neighborhood Services Department 1243 National City Boulevard • National City, CA 91950 (619) 336-4364 • fax (619) 336-4217 www.nationalcityca.gov Special Event Application ❑ Parade/March ❑ Walk or Run ❑ Concert/Performance ❑ Sporting Event ❑ Other (specify) Event Name & Location Event Title Pumpkin Station Event Location (list all sites being requested) Westfield Plaza Bonita Event Times Set -Up Starts Date 9/7/18 Time 8.00 am Day of Week Friday Event Starts 9:00 am Friday Date 9l28/18 Time Day of Week Event Ends 9:00 pm Wednesday Date 10/31/18 Time Day of Week RECEIVED Breakdown Ends JUN 2 "% ZQ �g Date 11/5/18 Time 5.00 pm Da of Week Monday y Nero boryooa Services Department C,ry a MahOnar Cily Applicant Information Applicant (Your name) Norm Osborne Sponsoring Organization Event Coordinator (if different from applicant) Michael Osborne Pinery Christmas Trees Mailing Address 10665 Brookview Lane, San Diego, CA. 92131 Day Phone 858-566-7466 After Hours Phone same Cell 858-688-1701 Fax none 858-566-7466 nosborn1@san.rr.com san.rr.com Public Information Phone E-mail Applicant agrees to investigate, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges, expense (including attorney's fees) and causes of action of any character which the City, its officers, employees and agents may incur, sustain or be subjected to on account of loss or damage to property or the loss of use thereof and for bodily injury to or death of any persons (including but not limited to the employees, subcontractors, agents and invitees of each party hereto) arising out of or in any way connected to the occupancy, enjoyment and use of any City premises under this agreement to the extent permitted by law. Applicant understands this TUP/spe City's Finance Department 48 ho City's refund policy for applicati are subject to change. Signature of Applicant: event may implicate fees for City services, which will have to be paid in the ,prior to the event set-up. The undersigned also understands and accepts the ocessing an. _ . se and that fees and charges are adjusted annually andOPP 401 1 217 of 338 Special Event Application (continued) Please complete the following sections with as much detail as possible since fees and requirements are based on the information you provide us. Fees/Proceeds/Re •ortin Is your organization a "Tax Exempt, nonprofit" organization? Yes ❑ No ■❑ Are admission, entry, vendor or participant fees required? Yes ❑ No ❑i If YES, please explain the purpose and provide amount (s): $ 150,000 Estimated Gross Receipts including ticket, product and sponsorship sales from this event. $ 125,000 Estimated Expenses for this event. $ What is the projected amount of revenue that the Nonprofit Organization will receive as a result of this event? Description of Event ❑ First time event ❑■ Returning Event ❑ include site map with application Note that this description may be published/in our City Public Special Events Calendar: /01.4- JO k/f f �KI C/OJt l� ,0/, ge-�''Y7I' h[ Lc, h.e n q OzC7 - Estimated Attendance Anticipated # of Participants: Anticipated # of Spectators: 218 of 338 Traffic Control, Securit , First Aid and Accessibilit Requesting to close street(s) to vehicular traffic? Yes ❑ No ❑■ List any streets requiring closure as a result of the event (provide map): Date and time of street closure: Date and time of street reopening: ❑ Other (explain) Requesting to post "no parking" notices? Yes ❑ No El ❑ Requested 'No Parking" on city streets and/or parking lots (list streets/parking lots) (provide map): Other (explain) Securit and Crowd Control Depending on the number of participants, your event may require Police services. Please describe your procedures for both Crowd Control and internal Security: We use Westfield Mail security as needed. Have you hired Professional Security to handle security arrangements for this event? Yes ❑ No C If YES; name and address of Security Organization Security Director (Name): Phone: If using the services of a professional security firm AND the event will occur on City property, please provide a copy of its insurance certificate, evidencing liability with limits of at least $1 Million dollars per occurance/$2 Million dollars aggregate, as well as and additional insured endorsement naming the City of National City, its officers, employees, and agents as additional insureds. Evidence of insurance must be provided by the vendor or its insurer to the City's Risk Manager for review and approval priorto the event. Is this a night event? Yes 0 No ❑ If YES, please state how the event and surrounding area will be illuminated to ensure safety of the participants and spectators: We use halogens; string lights and light towers. 3 219 of 338 First Aid Depending on the number of participants, your event may require specific First Aid services. First aid station to be staffed by event staff? Yes ❑ No 0 First aid/CPR certified? Yes ❑ No ❑ ❑ First aid station to be staffed by professional company. ► Company Accessibilit Please describe your Accessibility Plan for access at your event by individuals with disabilities: We have 5 Handicap Parking Spaces reserved at the entrance to the facility. Elements of your Event Setting up a stage? Yes ❑ No 0 ❑ Requesting City's PA system ❑ Requesting City Stage; if yes, which size? ❑ Dimensions (13x28) ❑ Dimensions (20)(28) ❑ Applicant providing own stage ► (Dimensions) Setting up canopies or tents? # of canopies size 4 # of tents size 20 X 40 ❑ No canopies/tents being set up Setting up tables and chairs? ❑ Fumished by Applicant or Contractor # of tables Li No tables being set up # of chairs No chairs being set up ❑ (For City Use Only) Sponsored Events — Does not apply to co -sponsored events # of tables ❑ No tables being set up # of chairs ❑ No chairs being set up Contractor Name Contractor Contact Information Address City/State Phone Number 4 220 of 338 Setting up other equipment? ❑ Sporting Equipment (explain) E Other (explain) El Not setting up any equipment listed above at event Having amplified sound and/or music? Yes ❑ No 0 ❑ PA System for announcements ❑ CD player or DJ music El Live Music ► ❑ Small 4-5 piece live band ► ❑ Large 6+ piece live band • Other (explain) If using live music or a DJ. ► Contractor Name Address City/State Phcne Number Using lighting equipment at your event? Yes ❑ No® ❑ Bringing in own lighting equipment ❑ Using professional lighting company ► Company Name Address City/State Using electrical power? Yes 0 No O Using on -site electricity E Bringing in generator(s) El For sound and/or lighting ❑ For sound and/or lighting Phone Number ❑ For food and/or refrigeration ❑ For food and/or refrigeration Vendor Information PLEASE NOTE: You may be required to apply for a temporary health permit if food or beverages are sold of given away during your special event. Also see 'Permits and Compliance' on page 8 in the Special Event Guide. For additional information onobtaining a temporary health permit, please contact the County of San Diego Environmental Health at (619) 338-2363. Having food and non-alcoholic beverages at your event? Yes ❑ No❑� ❑ Vendors preparing food on -site ► # ► Business License # If yes, please describe how food will be served and/or prepared: If you intend to cook food in the event area please specify the method: ❑ GAS E ELECTRIC ['CHARCOAL ❑ OTHER. (Specify): ❑ Vendors bringing pre -packaged food ► # ► Business License # ❑ Vendors bringing bottled, non-alcoholic beverages (Le., bottled water, can soda, etc.) ► # • Vendors selling food # ► Business License #(s) ❑ Vendors selling merchandise # ► Business License #(s) 5 221 of 338 ID Food/beverages to be handled by organization; no outside vendors ❑ Vendors selling services # Is- Business License #(s) ► Explain services ❑ Vendors passing out information only (no business license needed) # ► Explain type(s) of information 0 No selling or informational vendors at event Having children activities? Yes 0 No ❑ PLEASE NOTE! in the event inflatable jumps are provided at the event, The City of National City requires commercial liability insurance with Limits of at least $1 Million dollars per occurrence/$2 Million dollars aggregate. In addition, the City of National City must be named as an Additional Insured pursuant to a separate endorsement, which shall be provided by the vendor or its insurer to the City's Risk Manager, along with the Certificate of Insurance, for approval prior to the event. The application should be filed out at least one week prior to the event. There is a $25 fee to process the permit application. For questions or to obtain a copy of the "Facility Use Application", please contact the Engineering/Public Works Department at (619) 336-4580. 0 Inflatable bouncer house # 1 ❑ Rock climbing wall Height ❑� Inflatable bouncer slide # 3 ❑ Arts & crafts (Le., craft making, face painting, etc.) El Other Having fireworks or aerial display? Yes ❑ No ■❑ ❑ Vendor name and license # Dimensions Duration Number of shells Max. size PLEASE NOTE: In the event fireworks or another aerial display is planned for your event, The City of National City requires commercial liability insurance with limits of at least $2 Million dollars per occurrence/ $4 Million dollars aggregate. In addition, the City of National City must be named as an Additional Insured pursuant to a separate endorsement, which shall be provided by the vendor or its insurer to the City's Risk Manager, along with the Certificate of Insurance, for approval prior to the event. Depending on the size and/or nature of the fireworks display, the City reserves the right to request higher liability limits. The vendor must also obtain a fireworks permit from the National City Fire Department and the cast is $502.00 Arranging for media coverage? Yes CI No❑ ❑ Yes, but media will not require special set-up ❑ Yes, media will require special set-up. Describe 6 222 of 338 Event Signage PLEASE NOTE: For City sponsored or co -sponsored events, banners publicizing the event may be placed on the existing poles on the 1800 block and 3100 block of National City Boulevard. The banners must be made to the City's specifications. Please refer to the City's Special Event Guidebook and Fee Schedule for additional information. Are you planning to have signage at your event? Yes t No ❑ Li Yes, we will post signage # 1 Dimensions 4 X 8 ❑ Yes, having inflatable signage # ❑ Yes, we will have banners # ❑ What will signs/banners say? P (complete Inflatable Signage Request form) How will signs/banners be anchored or mounted? PLEASE NOTE: One toilet for every 250 people is required, unless the applicant can show that there are sufficient facilities in the immediate area available to the public during the event. Are you planning to provide portable restrooms at the event? Yes 0 No ❑ If yes, please identify the following: P Total number of portable toilets: P Total number of ADA accessible portable toilets. j Contracting with portable toilet vendor. Diamond Environmental 750 744 7191 1 Rally Company Phone OP -Load -in Day & Time P Load -out Day & Time E Portable toilets to be serviced. P Time Daily Set-ups Breakdown, Clean-up Setting up the day before the event? 0 Yes, will set up the day before the event. ❑ No, set-up will occur on the event day Requesting vehicle access onto the turf? # of set-up day(s) 10 fl Yes,requesting access onto turf for set-up and breakdown (complete attached Vehicle Access Request form) ® No, vehicles will load/unload from nearby street or parking lot. 7 223 of 338 NPDES-Litter Fence D City to install litter fence ❑ Applicant to install litter fence 0 N/A Breaking down set-up the day after the event? ❑ Yes, breakdown will be the day after the event. ► # of breakdown day(s) Li No, breakdown will occur on the event day. How are you handling clean-up? E Using City crews E Using volunteer clean-up crew during and after event. ❑ Using professional cleaning company during and after event. Miscellaneous Please list anything important about your event not already asked on this application: Please make a copy of this application for your records. We do not provide copies. 8 224 of 338 °• I. Special Event Information Special Events Pre -Event Storm Water Compliance Checklist Name of Special Event: Pumpkin Station Event Address: 3030 PLaza Bonita Rd Event Host/Coordinator: Michael Osborne Expected # of Attendees: Phone Number: 858-688-1701 II. Storm Water Best Management Practices (BMPs) Review YES NO N/A i Will enough trash cans provided for the event? Provide number of trash bins: 8 X Will enough recycling bins provided for the event? Provide number of recycle bins: 2 X Will all portable toilets have secondary containment trays? (exceptions for ADA compliant portable toilets) X Do all storm drains have screens to temporarily protect trash and debris from entering? y)^ Are spill cleanup kits readily available at designated spots? * A Post -Event Storm Water Compliance Checklist will be completed by City Staff. 9 225 of 338 City of National City PUBLIC PROPERTY USE HOLD HARMLESS AND INDEMNIFICATION AGREEMENT Persons requesting use of City property, facilities or personnel are required to provide a minimum of $1,000,000 combined single limit insurance for bodily injury and property damage which includes the City, its officials, agents and employees named as additional insured and to sign the Hold Harmless Agreement. Certificate of insurance must be attached to this permit. The insurance company issuing the insurance policy must have a A.M. Best's Guide Rating of A:VI1 and that the insurance company is a California admitted company; if not, then the insurance policy to the issuance of the permit for the event. The Certificate Holder must reflect: City of National City Risk Management Department 1243 National City Boulevard National City, CA 91950 Pinery Christmas Trees, inc., dba Pumpkin Station Organization: Person in Charge of Activity: Michael Osborne 10665 Brookview Lane, San Diego, CA. 92131 Address: Telephone: Date(s) of Use: HOLD HARMLESS AGREEMENT As a condition of the issuance of a temporary use permit to conduct its activities on public or private property, the undersigned hereby agree(s) to defend, indemnify and hold harmless the City of National City and the Parking Authority and its officers, employees and agents from and against any and all claims, demands, costs, losses, liability or, for any personal injury, death or property damage, or both, or any litigation and other liability, including attorneys fees and the costs of litigation, arising out of or related to the use of public property or the activity taken under the permit by the permittee or its agents, employees or contractors. Signature of Applicant: Official Title: Date: For Office Use Only Certificate of Insurance Approved Date 10 226 of 338 • a _ _Y 1 -?J i f ti .L.r•/f J t� _, Ac.t 1 v 227 of 338 .,IC. 2. .1n-149 al ti. r . : c\1'1 g , 228 of 338 SC999 aci �1 1r n- recav oIi,M aneN - 21E SLOPE N Rxr CMPD0160 h Pnx11. UNL 10 0111ICY 1k 3CmxM COOL r A,.e.,..e•1.., •.. -mrEP.1 TENTS / CANOPIES EPOWER CORDS A - 30' X 3a' ENTRANCE TENT 6 A. 20' X 20' TRAIN TENT C - 20' x 40' CAME 20NE TENT (2)12GA INSULATED TOES POLE MDUNTLD WITH LIGHTS PER PLAN • ❑ - 20• x 20' PETTING Z00 TENT •• • E - TICKET BOOTH F -MANAGERS TRA0I0J C - MANAGER TRAILER 12GA EXTENSION. CHORD ON GRADE •• 4 •• KIDDIE RIDES & INFLATABLCS I POWER CORDS 1 — GIANT SLIDE p1 2 - FERRIS WHEEL 3 - SKYFICHTER 4 - SWING RIDE 3 = TRAIN JUMPEE O - MINI SLIDE JUMPEE 7 ,. O1ANT SLIDE p2 8 - CAR RIDE 9 - PLAY CENTER JUMPEE 10 - TRAIN RIDE 11- OPEN PUMPKIN PATCH T2- EVEN PUMPKIN PATCH 12GA EXTENSION POWER CHORD ON GRADE 8GA SCOW POWER CHORD ON GRADE 80A 50DW POWER CHORD ON GRADE 12GA EXTERIOR RATED POwER C10R0 ON GRACE 12GA SOW POWER CHORD ON GRADE 120A SOW POWER CHORD DN GRADE 126A SOW POWER CHORD ON GRADE 8GA SOw POWER CHORD ON GRADE 32GA EXTERIOR RATED POWER CHORD ON GRADE 12GA ExTER10R RATED POWER CHORD ON GRADE' (2)12GA INSULATED WIRES POLE MOUNTED 1MTTMH L1GHT5 PER PLAN (21120A INSULATED NRRES POLE MOUNTED IMTTH LIGHTS PER PLAN NOTE ALL POWER CHORDS ON GRADE AND ALL SUPPLY PANELS SHALL BE SECURED ONLY IN AREAS NON -ACCESSIBLE TO THE PUBLIC. BM SEE SHEET 2 FOR ELECTRIC P0NIR CABLE SPECS. (s(�a1�N,,lppa•-�-; UN1— LEGEND VZ/.A MORRO n ,Ii Kl NEU PAIN �SMEO�hPxhYd ARE 100,1011.LA (A) 01 EA 100. ALUM. •40A w11113 MIRO 4 0ve'3 00.43 MPER 3CA MO. a• aRA URN 'mu 1 (6)Puxrat 114�Y� PHONING VICINITY MAP NA1imxAh CM C. 019a0 Ala . NEW mLL LERIN AL ITTIMI x WAGE 0..,nnr n.RlD Aw N0-Yxxtr. or SITE ACCESIBILITY SIGNS ADA SYMBOL. r]S�no AOC2A�R1i 0L COU4,ERS ENTRANCE/ADA BERVICE COUNTER a00 VAK •"OWx1ER TICKET SALES BOOTH 1 4 OWNER PINERY CN9121RA4 7REi4 lac LAN mac uittal0(3 u;0na1. DEEDRia wales MOM 603-6036 SCOPE OF WORK ,) 6e11906 622EL 0E Jv For100 TARRING LOT 4E11.1 PNNxIW LL11 raf W,N MN (A))OArt9 YAA1 DRi SAii1Y P6x FlRE xD,Es - fiT a x) MINT LOP OPET7R1E PL0PRI4 SASS AS6 34017, FUN NDis, a*ON05, AF?10NG AMOA'`S.MF1n 3) PFO*OE (a) NEW A FLTCORC 0151R10U710k PAANNu• 3RO1 xC (2) 200 A ',MOOR 3R16R A) PROMO! PORTAOLT PSM116009 AND 91NA. A) FROMM ADA ACCCSSIME ROU15 11IROx2x2x1 SKEET INDEX s. Tux / MOM PLAN aralc. / ®lx1ne1041S PROJECT DATA COCUPAx LOAD PER 0E010041.2 USE 4EROANRLE 60 COMM / 0O6417A0T, 3•01110 efANr/nee • A99 R0ex00A4A .12) — miR TREE pn5 3TPMA Ar Is0•1 ( [ DoGREA1w). h D1AooRAL UOCCUPANTS 4134 3051 , 2,9 VALE 3 TOILED. 1 VRRM,_ 0 LPv, Mil MINA a IDII37, R IAV, P11000E (2) LOA PORTA-JOY 11x131c ca.S1iO3Ti"13139AS 0 RINAL R1010E. PRO20i (0) Aw,0ARA7cpe. aCIE: Au DOmAxaxON PAY. CORP, CMCRC MI6. c 2016, [PC 0010, 01/0 0016 LEGEND 0 OTO Go RAAM flBAL AST o TOBVBLOrmsnz e RAAM DLVCLDPM:Ni"INC -fa0IFANO.110 (1NK)10A KPA I(AMONA CA ?o-, PLVIMOIN PROJECT FLIMFKIN 5T/4TON CO CO CO 0) GV CV 3.1a1..,42a1.Rd-LP• 7 NA.0.^,CP0rCA rn70 VATE 917117 VB Joe PUNIPKN STATION 0IIGSTIIYL. BITE PLAN 1 Wesiflek! June 18, 2018 City of National City Attention: Vianey Rivera Neighborhood Services Division 1243 National City Boulevard National City, California 91950-4301 Re: Temporary Use Permit Pumpkin Station —Westfield Plaza Bonita Dear Ms. Rivera: Westfield Plaza Bonita 3030 Plaza Bonita Road Suite 2075 San Diego, CA 91950 T (619) 267-2850 F (619)472-5652 I hereby authorize Norm Osborne, acting as representative of Pinery Christmas Trees, inc., to operate a business known as Pumpkin Station in parking lot #7 at Westfield Plaza Bonita duringthe dates of September 7, 2018 — November 5, 2018. Norm Osborne has permission to install temporary power to poles in parking lot#7 to provide power during the temporary use time if adequate power is not already in place. Norm Osborne will obtain all necessary permits from National City for occupancy at Westfield Plaza Bonita. Please feel free to call me if you have any questions at 619.267,2850. Thank you, General Manager Westfield Plaza Bonita Cc: retailers file 230 of 338 CITY OF NATIONAL CITY NEIGHBORHOOD SERVICES DEPARTMENT APPLICATION FOR A TEMPORARY USE PERMIT RECOMMENDATIONS AND CONDITIONS SPONSORING ORGANIZATION: Pinery Christmas Trees EVENT: Pumpkin Station DATE OF EVENT: September 28, 2018 thru October 31, 2018 APPROVALS: DEVELOPMENT SERVICES RISK MANAGER PUBLIC WORKS FINANCE FIRE POLICE CITY ATTORNEY COMMUNITY SERVICES NEIGHBORHOOD SERVICES YES [x] NO [ ] YES [ x ] NO [ ] YES [ x ] NO [ ] YES [ x ] NO [ ] YES [x] NO [ ] YES [x] NO [ YES[x] NO[ ] YES [x] NO [ ] YES [ x ] NO [ ] SEE CONDITIONS [ SEE CONDITIONS [ x SEE CONDITIONS [ ] SEE CONDITIONS [ SEE CONDITIONS [ x ] SEE CONDITIONS [ x ] SEE CONDITIONS [ x ] SEE CONDITIONS [ SEE CONDITIONS [ x ] CONDITIONS OF APPROVAL: DEVELOPMENT SERVICES (619) 336-4318 Building Pumpkin Station submitted the same approved plan from last year — No concerns. Planning No comments Engineering No comments POLICE DEPARTMENT The police department has received this event annually with no previous reported incidents. This event is normally monitored by the Plaza Bonita Security. The police department will provide extra patrol as time permits. CITY ATTORNEY Approved on condition that Risk Manager approves. 231 of 338 COMMUNITY SERVICES No involvement NEIGHBORHOOD SERVICES Neighborhood Notifications — Events are required to notify residents and/or businesses of the surrounding impacted areas by the event. The notice shall include the name of the event, name and phone number of the company/organization producing the event, the dates and times of the event (including set-up and breakdown) and a detailed description of how the residents and/or businesses may be affected, such as by street closures, "No Parking" signs being posted, music at the event, etc. RISK MANAGER (619) 336-4370 Risk Management has reviewed the above captioned application for the issuance of a Temporary Use Permit. In as much as the event will held solely on private property there will be no additional insurance requirements necessary for the issuance of the permit. It should be noted that the Hold Harmless and Indemnification Agreement were properly executed by the applicant at the time the Special Event Application was submitted. PUBLIC WORKS (619)366-4580 No involvement FINANCE Pumpkin Station has a current business license. Finance/Business License has no further stipulations. 232 of 338 1V FIRE (619) 336-4550 INSPECTION REQUIRED $500.00 FEE FOR CARNIVALS, $400.00 FEE FOR CANOPIES PLUS AN ADDITIONAL $200.00 INSPECTION FEE FOR INSPECTIONS OCCURING AFTER HOURS OR ON WEEKENDS OR HOLIDAYS Stipulations required by the Fire Department for this event are as follows: 1) Access to the area to be maintained at all times. 2) Fire Department access into and through the booth areas are to be maintained at all times. Fire apparatus access roads shall have an unobstructed width of not less than 20 feet and an unobstructed vertical clearance of not less than 14 feet. 3) Participants on foot are to move immediately to the sidewalk upon approach of emergency vehicle(s). 4) Vehicles in roadway are to move immediately to the right upon approach of emergency vehicle(s). 5) Fire hydrants and fire department connections shall not be blocked or obstructed at any time. 6) Exit to be maintained in an obstructed manner at all times. Exit way to be clear of all obstructions. 7) Exits to be posted - EXIT, 8) No open flames or smoking inside or adjacent to the tent/canopy. Signs to be posted - NO SMOKING. 9) Extinguishers to be mounted in a visible location between 3'/2` to 5' from the floor to the top of the extinguisher. Maximum travel distance from an extinguisher shall not be more than 75 feet travel distance. All fire extinguishers to have a current State Fire Marshal Tag attached. Extinguishers shall be mounted in conspicuous area inside tent or canopy. Please see attached example. 12) Automobiles and other internal combustion engines shall be a minimum distance of twenty feet (20) from all tents and canopies, 13) Any electrical power used is to be properly grounded and approved by the Building Official. Extension cords shall be used as "temporary Wiring" only. 233 of 338 14) Internal combustion power sources that may be used for "Light Towers" shall be of adequate capacity to permit uninterrupted operation during normal operating hours 15) Internal combustion power sources shall be isolated from contact with the public by either physical guards, fencing or an enclosure 16) If tents or canopies are used, tents having an area in excess of 200square feet and or canopies in excess of 400 square feet or multiple tents and or canopies placed together equaling or greater than the above stated areas, are to be used, they shall be flame-retardant treated with an approved State Fire Marshal seal attached. A ten feet separation distance must be maintained between tents and canopies. A permit from the Fire Department must be obtained. Cooking shall not be permitted under tents or canopies unless the tents or canopies meet "State Fire Marshal approval for cooking. Certificate of State Fire Marshal flame spread shall be provided to the National City Fire Department if applicable. Canopies: Tents: 0-400sf- $0 401 — 500 sf - $250.00 501 — 600 sf - $300.00 601 — 700 sf - $400.00 0 —200 sf - $200.00 201 — (+) sf - $400.00 17) Bales of Straw and Corn Stalks shall meet the requirements for "Flame Propagation and Flame Spread", Proof of product used shall be furnished to the National City Fire Department prior to opening day. An inspection and test on materials used will be required prior to opening day 18) A fire safety inspection is to be conducted by the Fire Department prior to operations of the carnival to include all rides, cooking areas, game booths, etc. 18) Fees can only be waived by City Council. 19) First Aid will be provided by organization Note: Organizer shall contact the National City Fire Department for cost associated with this event 234 of 338 ±0 CC/CDC-HA Agenda 7/24/2018 — Page 235 The following page(s) contain the backup material for Agenda Item: Public Hearing and adoption of an Ordinance of the City Council of the City of National City amending National City Municipal Code Title 13, Section 13.22.060, Subsection "A" pertaining to public improvement requirements for single building permits. (Engi 235 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Public Hearing and adoption of an Ordinance of the City Council of the City of National City amending National City Municipal Code Title 13: Section 13.22.060, Subsection "A" pertaining to public improvement requirements for single building permits. PREPARED BY: Luca Zappiello, Junior Engineer — Civil PHONE: 619-336-4360 EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: DEPARTMENT: E APPROVED BY: eer ig/Public Works FINAL ADOPTION: APPROVED: Finance APPROVED: MIS STAFF RECOMMENDATION: Provide second reading and adopt Ordinance of the City Council of the City of National City amending National City Municipal Code Title 13, Section 13.22.060, Subsection "A" BOARD 1 COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Explanation w/ Attachment (A) 2. Ordinance 236 of 338 Explanation Title 13, Section 13.22.060, Subsection "A" of the City of National City Municipal Code defines public improvement requirements for single building permits. including the type and maximum dollar threshold of public improvements and exemptions. Engineering staff recommends that the City Council amend Title 13, Section 13.22.060, Subsection "A" to expand the types of exemptions in an effort to reduce the financial burden on property owners and expedite the permit process for lower building valuation projects, such as minor additions to single-family dwellings (e.g. garages, patios, swimming pools). The proposed revisions are shown in Attachment "A". On July 3, 2018 the City Council held a public hearing and introduction of the Ordinance. One National City business owner spoke in support of the item. The City Council did not direct any changes to the proposed Ordinance recommended by City staff, 237 of 338 Attachment (A) • Chapter 13.22 - STREET IMPROVEMENTS Sections: 13.22.060 - Work required- ExckirkmsExemntions—Conveyance of property. A. _1. Portland cement concrete curbs, gutters, drive-waysdriveway aprons, pedestrian curb ramps -din nonresidential ar as-eni-y31 sidewalks, and one- half width of local street permanent paving shall be constructed along all contiguous street frontages, including replacement of all damaged or broken public improvements, except where such damages have been determined by the city engineer to have been caused by city -owned street trees. Such work to be done shall not exceed, in costs, ten percent of the valuation of the building improvement permits as determined by the dircetor of -building a-nd-h-o-u-sing-official. 2. Additional exemptions to the requirements of this Chapter. are as follows: a. Single -building permits with a valuation, as estimated by the building official, of tenone hundred thousand dollars or less --and perms; b. Permits for signs only —are ex c requirornents of thie chapter, as are perm —ifs, c. Permits for new construction and/or tenant improvements that do not increase occupancy for persons or vehicles: d. Permits for construction of accessory structures for single-family dwellings such as garages, swimming pools. decks or patios; and a.c. Permits for work required to repair a property after an accident, natural disaster,, or act of God. Repair in this instance is defined as that work necessary to return the property to its conditions it existed just prior to the accident, natural disaster, or act of God. 23. In all cases, such building permit valuations shall be the sum of all such valuations shown on all building permits issued for that property within the immediately preceding twenty -four -month period, as determined by the direct„zeter-ef-building and houofficial. 238 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 239 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City calling and giving notice of the holding of a General Municipal Election to be held on Tuesday, November 6, 2018, for the purpose of submission of a ballot measure to the voters as required by th 239 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 240 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City ordering the submission of a measure to the qualified voters of the City of National City at the General Municipal Election to be held on November 6, 2018, relating to approval of an Ordinance es 240 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 241 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City requesting the Board of Supervisors of the County of San Diego to consolidate a General Municipal Election to be held on November 6, 2018 with the Statewide General Election to be held on that da 241 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 242 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing the filing of an impartial analysis and written arguments relating to a measure to approve an Ordinance establishing a program of residential rent control, including creation of an in 242 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 243 The following page(s) contain the backup material for Agenda Item: Results of Investigations by Lozano Smith, Attorneys at Law. (City Attorney) 243 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Results of Investigations by Lozano Smith, Attorneys at Law. PREPARED BY: Nicole Pedone DEPARTMENT: City Attorney PHONE: Ext. 4221 EXPLANATION: APPROVED BY: Oral report will be presented by attomey William P. Curley, III, of Lozano Smith. FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Accept and file report. BOARD ! COMMISSION RECOMMENDATION: N/A ATTACHMENTS: L44 OT CC/CDC-HA Agenda 7/24/2018 — Page 245 The following page(s) contain the backup material for Agenda Item: Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute a Subordination Agreement with Wilmington Trust National Association, subordinating the Project Deed of Trust t 245 of 338 CITY OF NATIONAL CITY, CALIFORNIA COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute a Subordination Agreement with Wilmington Trust National Association, subordinating the Project Deed of Trust that secures the Declaration of Covenants, Conditions and Restrictions (Tenant Restrictions) on Summercrest Apartments located at 2721 Plaza Boulevard in National City. PREPARED BY: Carlos Aguirre, Housing & Econ. Dev. Mgr. DEPARTMENT: PHONE: 619 336-4391 APPROVE EXPLANATION: Summercrest Apartments Associates, LP, a limited liability partnership organized under the laws of the State of Delaware ("Borrower") is purchasing and rehabilitating a 372-unit multifamily rental housing project ("Project") known as Summercrest Apartments located at 2721 Plaza Boulevard in National City. In 2001, the Community Development Commission ("CDC -HA") made a loan for $500,000 from the HOME Investment Partnerships Program and the Low and Moderate Income Fund to assist in the substantial rehabilitation of the Project and the loan was paid in full to the CDC -HA in 2013. In consideration of receiving financial assistance, the CDC -HA restricted the affordability of 370 units through April 15, 2032 by recording a Declaration of Covenants, Conditions, and Restrictions ("Declaration") and securing the Declaration with a Project Deed of Trust ("Deed of Trust"). The Borrower desires to finance the Project with a new mortgage loan from Wilmington Trust National Association ("Lender"). In order to provide the loan, the Lender requires the subordination of the Project Deed of Trust that secures the Declaration. A condition of the CDC -HA executing the Subordination Agreement is having the Borrower execute an Assignment and Assumption of the Declaration. Economic Dev. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: APPROVED: Finance MIS There is no fiscal impact to the CDC -HA. Only affordability restrictions under the recorded Declaration of Covenants, Conditions, and Restrictions are currently enforced by the CDC -HA. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: I-1 FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends the adoption of a resolution to execute the Subordination Agreement. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Subordination Agreement 2. Resolution 246 of 338 Attachment No. 1 Freddie Mac Loan Number: Property Name: Summercrest Apartments SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY (Direct Purchase of Tax -Exempt Loans) (Revised 1-29-2018) THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this day of , 20, by and among WILMINGTON TRUST, NATIONAL ASSOCIATION ("Senior Mortgagee"), and COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY ("Subordinate Mortgagee"). RECITALS A. SUMMERCREST APARTMENT ASSOCIATES, LP, a Delaware limited partnership ("Borrower") is the owner of certain land located in San Diego County, California, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY ("Governmental Lender"), the original holder of the Senior Note, has made a loan to Borrower in the original principal amount of $[67,450,000] ("Senior Loan") upon the terms and conditions of a Project Loan Agreement dated as of ("Senior Loan Agreement") among Governmental Lender, Senior Mortgagee (in its capacity as Fiscal Agent under the Funding Loan Agreement (defined below)) and Borrower in connection with the Mortgaged Property. The Senior Loan is secured by a MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING dated as of ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the "Mortgaged Property." C. Subordinate Mortgagee is the holder of a Declaration of Covenants and Restrictions (Tenant Restrictions) ("Regulatory Agreement") dated December 18, 2001, executed by Plaza Manor Preservation, L.P. (Borrower's predecessor in title) and recorded on June 19, 2002 in the office of the County Recorder of San Diego County, California ("Recording Office") as Document Number 2002-0518422 (the "Regulatory Agreement"), which Regulatory Agreement is secured by that certain Deed of Trust encumbering the Mortgaged Property and recorded June 19, 2002 in the Recording Office as Instrument No. 2002-0518423 (the "Subordinate Mortgage") D. The Senior Mortgage will be recorded in the Recording Office prior to the recording of this Agreement. DMEAST #34732333 v1 247 of 338 E. The Senior Note has been assigned by the Governmental Lender to Senior Mortgagee as security for the loan made by the Funding Lender to the Governmental Lender pursuant to the Funding Loan Agreement (the "Funding Loan"). The Senior Mortgage has been assigned by the Governmental Lender to Senior Mortgagee as security for the Funding Loan pursuant to an Assignment of Security Instrument dated as of the date hereof to be recorded in the Recording Office contemporaneously herewith. F. Pursuant to Section 17(c) of the Senior Mortgage and Section 6.03 of the Funding Loan Agreement dated as of among Funding Lender, Governmental Lender and Senior Mortgagee (the "Funding Loan Agreement"), the Funding Lender has the right to direct all actions of the Senior Mortgagee with respect to the Senior Mortgage, the Mortgaged Property and the Senior Loan Agreement. G. The execution and delivery of this Agreement is a condition of Funding Lender's consenting to Subordinate Mortgagee's making of the Subordinate Loan and Borrower's granting of the Subordinate Mortgage. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Definitions. The following terms, when used in this Agreement (including, as appropriate, when used in the above recitals), will have the following meanings. (a) The terms "Condemnation," "Imposition Reserve Deposits," "Impositions," "Leases," "Rents" and "Restoration," as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Continuing Covenant Agreement dated as of between Funding Lender and Borrower ("Continuing Covenant Agreement"). (b) "Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. (c) "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term "Borrower" will not include Senior Mortgagee or Funding Lender if Senior Mortgagee or Funding Lender acquires title to the Mortgaged Property. Subordination Agreement — Governmental Entity Page 2 DMEAST #34732333 v1 248 of 338 (d) "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. (e) "Enforcement Action" means any of the following actions taken by or at the direction of Subordinate Mortgagee: the acceleration of all or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee's sale proceedings, the exercise of any power of sale, the acceptance of a deed or assignment in lieu of foreclosure or sale, the collecting of Rents, the obtaining of or seeking of the appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon any Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property. (f) "Enforcement Action Notice" means a written Notice from Subordinate Mortgagee to Funding Lender, given following one or more Subordinate Mortgage Default(s) and the expiration of any Notice or cure periods provided for such Subordinate Mortgage Default(s) in the Subordinate Loan Documents, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Mortgagee. (g) "Funding Lender" means Jones Lang LaSalle Multifamily, LLC, and any successor holder of the Governmental Note. (h) "Governmental Note" means the Multifamily Note delivered by the Governmental Lender evidencing the Funding Loan. (i) "Loss Proceeds" means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty. (j) "Notice" is defined in Section 7(e). (k) "Regulatory Agreement" shall have the meaning assigned in the foregoing recitals. (1) "Senior Indebtedness" means the "Indebtedness" as defined in the Continuing Covenant Agreement. (m) "Senior Loan Documents" means the "Financing Documents" as defined in the Continuing Covenant Agreement. (n) "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of Subordination Agreement — Governmental Entity Page 3 DMEAST #34732333 v1 249 of 338 time, or both, would constitute, an "Event of Default" as defined in the Continuing Covenant Agreement. (o) "Senior Mortgagee" shall have the meaning assigned on page 1 hereof. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Mortgagee. (p) "Senior Note" means the Project Note as defined in the Continuing Covenant Agreement. (q) "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Mortgagee pursuant to, the Subordinate Loan Documents. (r) "Subordinate Loan Documents" means the Subordinate Mortgage, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as the same may be amended. (s) "Subordinate Mortgage Default" means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement), or which with the giving of Notice or the passage of time, or both, would allow (but for any contrary provision of this Agreement), Subordinate Mortgagee to take an Enforcement Action. (t) "Subordinate Mortgagee" means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Mortgage after the date of this Agreement. 2. Subordination of Subordinate Indebtedness. (a) The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. (b) Subordinate Mortgagee acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Mortgagee will be deemed to have actual knowledge of a Senior Mortgage Default. (c) If (i) Subordinate Mortgagee receives any payment, property, or asset of any kind or in any form on account of the Subordinate Indebtedness (including any proceeds from any Enforcement Action) after a Senior Mortgage Default of which Subordinate Mortgagee has actual knowledge (or is deemed to have actual knowledge as provided in 2(b) above) or has been given Notice, or (ii) Subordinate Mortgagee receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any Bankruptcy Proceeding, such payment, property, or asset will be received and Subordination Agreement — Governmental Entity Page 4 DMEAST #34732333 v1 250 of 338 held in trust for Funding Lender. Subordinate Mortgagee will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to Funding Lender. Funding Lender will apply any payment, asset, or property so received from Subordinate Mortgagee to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Funding Lender determines in its sole and absolute discretion. (d) Without limiting the complete subordination of the Subordinate Indebtedness to the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) the Senior Indebtedness will first be paid in full in cash before Subordinate Mortgagee will be entitled to receive any payment or other distribution on account of or in respect of the Subordinate Indebtedness, and (ii) until all of the Senior Indebtedness is paid in full in cash, any payment or distribution to which Subordinate Mortgagee would be entitled but for this Agreement (whether in cash, property, or other assets) will be made to Funding Lender. (e) The subordination of the Subordinate Indebtedness will continue if any payment under the Senior Loan Documents (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In such event, any or all of the Senior Indebtedness originally intended to be satisfied will be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action, as if such payment on account of the Senior Indebtedness had not been made. 3. Subordination of Subordinate Loan Documents. (a) Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents. (b) The subordination of the Subordinate Loan Documents and of the Subordinate Indebtedness will apply and continue notwithstanding (i) the actual date and time of execution, delivery, recording, filing or perfection of each of the Senior Loan Documents and of each of the Subordinate Loan Documents, and (ii) the availability of any collateral to Senior Mortgagee or Funding Lender, including the availability of any collateral other than the Mortgaged Property. (c) By reason of, and without in any way limiting, the full subordination of the Subordinate Indebtedness and the Subordinate Loan Documents provided for in this Agreement, all rights and claims of Subordinate Mortgagee under the Subordinate Loan Documents in or to all or any portion of the Mortgaged Property are expressly subject and subordinate in all respects to the rights and Subordination Agreement — Governmental Entity Page 5 DMEAST #34732333 v1 251 of 338 claims of Senior Mortgagee or Funding Lender under the Senior Loan Documents in or to the Mortgaged Property. (d) If Subordinate Mortgagee, by indemnification, subrogation or otherwise, acquires any lien, estate, right or other interest in any of the Mortgaged Property, then that lien, estate, right or other interest will be fully subject and subordinate to the receipt by Senior Mortgagee or Funding Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. 4. Additional Representations and Covenants. (a) Subordinate Mortgagee represents and warrants that each of the following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by way of subrogation, indemnification or otherwise. (b) Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not do any of the following: (c) (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Take any action which has the effect of increasing the Subordinate Indebtedness. (iv) Appear in, defend or bring any action to protect Subordinate Mortgagee's interest in the Mortgaged Property. (v) Take any action concerning environmental matters affecting the Mortgaged Property. Subordinate Mortgagee will deliver to Funding Lender a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Subordination Agreement — Governmental Entity Page 6 DMEAST #34732333 v1 252 of 338 Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee's delivery or receipt of such Notice. Funding Lender will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Funding Lender. Neither giving nor failing to give a Notice to Funding Lender or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Funding Lender or Subordinate Mortgagee to Borrower, as between Borrower and such of Funding Lender or Subordinate Mortgagee as provided the Notice to Borrower. (d) Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Funding Lender has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Mortgagee or Funding Lender pursuant to the Senior Loan Documents or otherwise, Funding Lender's approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Funding Lender. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Funding Lender. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: Subordination Agreement — Governmental Entity Page 7 DMEAST #34732333 v1 253 of 338 (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Mortgagee's and Funding Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Funding Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Funding Lender in its sole discretion. (iii) If Funding Lender applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Funding Lender holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Funding Lender to act for or on behalf of Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of Funding Lender. (iv) If Funding Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Funding Lender will be paid to Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) Subordinate Mortgagee will enter into attornment and non -disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Mortgagee or Funding Lender has granted attornment and non -disturbance, on the same terms and conditions given by Senior Mortgagee or Funding Lender. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Mortgagee will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Funding Lender is not collecting escrow payments for one or more Impositions, Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Mortgagee will be held in trust by Subordinate Mortgagee to be applied only to the payment of such Impositions. Subordination Agreement — Governmental Entity Page 8 DMEAST #34732333 v1 254 of 338 (j) Within 10 days after request by Funding Lender, Subordinate Mortgagee will furnish Funding Lender with a statement, duly acknowledged and certified setting forth the then -current amount and terms of the Subordinate Indebtedness, confirming that there exists no default under the Subordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Funding Lender may request. (k) Senior Mortgagee or Funding Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Mortgagee, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, neither Senior Mortgagee nor Funding Lender may modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from advances made by Senior Mortgagee or Funding Lender to protect the security or lien priority of Senior Mortgagee or Funding Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents. 5. Default Under Loan Documents. (a) For a period of 90 days following delivery to Funding Lender of an Enforcement Action Notice, Funding Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default, provided that if such Subordinate Mortgage Default is a non -monetary default and is not capable of being cured within such 90-day period and Funding Lender has commenced and is diligently pursuing such cure to completion, Funding Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Funding Lender (i) discontinues its pursuit of any cure and/or (ii) delivers to Subordinate Mortgagee Funding Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. Neither Senior Mortgagee nor Funding Lender will be subrogated to the rights of Subordinate Mortgagee under the Subordinate Loan Documents by reason of Funding Lender having cured any Subordinate Mortgage Default. However, Subordinate Mortgagee acknowledges that all amounts advanced or expended by Funding Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. (b) Funding Lender will deliver to Subordinate Mortgagee a copy of any Notice sent by Funding Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Funding Lender to send Notice to Subordinate Mortgagee will not prevent the exercise of Funding Lender's rights and remedies under the Senior Loan Documents. Subordinate Mortgagee will have the right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice; provided, however, that Funding Lender will be entitled during such 30-day period to Subordination Agreement — Governmental Entity Page 9 DMEAST #34732333 v1 255 of 338 continue to pursue its remedies under the Senior Loan Documents. Subordinate Mortgagee may, within 90 days after the date of the Notice, cure a non -monetary Senior Mortgage Default if during such 90-day period, Subordinate Mortgagee keeps current all payments required by the Senior Loan Documents. If such a non -monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Mortgagee's or Funding Lender's secured position relative to the Mortgaged Property, as determined by Funding Lender in its sole discretion, then during such 90-day period Funding Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. Subordinate Mortgagee will not be subrogated to the rights of Senior Mortgagee or Funding Lender under the Senior Loan Documents by reason of Subordinate Mortgagee having cured any Senior Mortgage Default. However, Senior Mortgagee and Funding Lender acknowledge that all amounts paid by Subordinate Mortgagee to Senior Mortgagee or Funding Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Mortgagee pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(b) to the contrary, Subordinate Mortgagee's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (c) In the event of a Subordinate Mortgage Default, Subordinate Mortgagee will not commence any Enforcement Action until 90 days after Subordinate Mortgagee has delivered to Funding Lender an Enforcement Action Notice with respect to such Enforcement Action, provided that during such 90-day period or such longer period as provided in Section 5(a), Subordinate Mortgagee will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Funding Lender's right to cure a Subordinate Mortgage Default set forth in Section 5(a). Subordinate Mortgagee may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of (i) the expiration of such 90-day period or such longer period as provided in Section 5(a), or (ii) the delivery by Funding Lender to Subordinate Mortgagee of Funding Lender's written consent to such Enforcement Action by Subordinate Mortgagee. Subordinate Mortgagee acknowledges that Funding Lender may grant or refuse consent to Subordinate Mortgagee's Enforcement Action in Funding Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 5(a) and, subject to Funding Lender's right to cure set forth in Section 5(a), Subordinate Mortgagee may commence any Enforcement Action. Any Enforcement Action on the part of Subordinate Mortgagee will be subject to the provisions of this Agreement. Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that Subordinate Mortgagee has received a substantial benefit from Funding Lender having granted its consent to the Subordinate Mortgage, and that Funding Subordination Agreement — Governmental Entity Page 10 DMEAST #34732333 v1 256 of 338 Lender would not have granted such consent without the inclusion of these provisions in this Agreement. (d) Senior Mortgagee or Funding Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by Subordinate Mortgagee. No action or failure to act on the part of Senior Mortgagee or Funding Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Mortgagee or Funding Lender of any provision of the Senior Loan Documents or this Agreement. (e) If the Enforcement Action taken by Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver will be paid and applied by the receiver solely to and for the benefit of Senior Mortgagee or Funding Lender until the Senior Indebtedness will have been paid in full. (f) Subordinate Mortgagee consents to and authorizes the release by Senior Mortgagee or Funding Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Mortgagee waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, (ii) to require the separate sale of any portion of the Mortgaged Property, (iii) to require Senior Mortgagee or Funding Lender to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require Senior Mortgagee or Funding Lender to proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Mortgagee or Funding Lender determines. Subordinate Mortgagee waives to the fullest extent permitted by law any and all benefits under California Civil Code Sections 2845, 2849 and 2850.] Subordinate Mortgagee consents to and authorizes, at the option of Senior Mortgagee or Funding Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Mortgagee or Funding Lender may (i) extend the time for or waive any payment or performance under the Senior Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. Subordination Agreement — Governmental Entity Page 11 DMEAST #34732333 v1 257 of 338 (g) If any party other than Borrower (including Senior Mortgagee or Funding Lender) acquires title to any of the Mortgaged Property pursuant to a foreclosure of, or trustee's sale or other exercise of any power of sale under, the Senior Mortgage conducted in accordance with applicable law, the lien, operation, and effect of the Subordinate Mortgage and other Subordinate Loan Documents automatically will terminate with respect to such Mortgaged Property. 6. Refinancing. Subordinate Mortgagee agrees that its agreement to subordinate hereunder will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Mortgagee will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 7. Miscellaneous Provisions. (a) This Agreement represents the entire understanding and agreement between the parties with regard to the matters addressed herein, and will supersede and cancel any prior agreements with regard to such matters. (b) If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control. (c) This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement. No other party will be entitled to any benefits under this Agreement, whether as a third -party beneficiary or otherwise. (d) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (e) Each notice, request, demand, consent, approval or other communication (collectively, "Notices," and singly, a "Notice") which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Subordination Agreement — Governmental Entity Page 12 DMEAST #34732333 v1 258 of 338 Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: (i) Notices intended for Senior Mortgagee will be addressed to: [Name] [Address] Attention: Facsimile: Telephone: (ii) Notices intended for Subordinate Mortgagee will be addressed to: [Name] [Address] Attention: Facsimile: Telephone: (iii) Notices intended for Funding Lender will be addressed to: [Name] [Address] Attention: Facsimile: Telephone: Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. (f) Upon Notice from Funding Lender, Subordinate Mortgagee will execute and deliver such additional instruments and documents, and will take such actions, as are required by Funding Lender in order to further evidence or implement the provisions and intent of this Agreement. (g) This Agreement will be governed by the laws of the State in which the Land is located. (h) Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. Subordination Agreement — Governmental Entity Page 13 DMEAST #34732333 v1 259 of 338 (i) No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (j) Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief. (k) This Agreement shall inure to the benefit of any subsequent holder of the Senior Indebtedness. (1) This Agreement may be amended, changed, modified, altered or terminated only by a written instrument or written instruments signed by the parties to this Agreement or their successors or assigns. (m) This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (n) The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events: (i) the payment of all of the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Mortgagee or Funding Lender as described in Section 2(e) of this Agreement, (ii) the payment of all of the Subordinate Indebtedness other than by reason of payments which Subordinate Mortgagee is obligated to remit to Senior Mortgagee or Funding Lender pursuant to this Agreement, (iii) the acquisition by Senior Mortgagee or Funding Lender or by a third party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage; or (iv) with the prior written consent of Funding Lender, without limiting the provisions of Section 5(d), the acquisition by Subordinate Mortgagee of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale under) the Subordinate Mortgage. (o) This Agreement does not constitute an approval by Senior Mortgagee or Funding Lender of the terms of the Subordinate Loan Documents. (p) Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Mortgagee or Funding Lender as a joint venturer or partner of Subordinate Mortgagee. Subordination Agreement — Governmental Entity Page 14 DMEAST #34732333 v1 260 of 338 (q) Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Mortgagee of its governmental powers (including police, regulatory and taxing powers) with respect to Borrower or the Mortgaged Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. (r) Notwithstanding anything herein to the contrary, pursuant to Section 17(c) of the Senior Mortgage and Section 6.03 of the Funding Loan Agreement, all acts, consents, approvals and undertakings of Senior Mortgagee hereunder shall be solely at the written direction of the Funding Lender. The parties acknowledge and agree that Funding Lender is a third party beneficiary of this Agreement, with full rights as such. [Signature and acknowledgment pages follow] Subordination Agreement — Governmental Entity Page 15 DMEAST #34732333 v1 261 of 338 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. SENIOR MORTGAGEE: WILMINGTON TRUST NATIONAL ASSOCIATION By: Name: Title: [Notary Block for recordation] SUBORDINATE MORTGAGEE: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Name: Title: [Notary Block for recordation] Subordination Agreement — Governmental Entity Page S-1 DMEAST #34732333 v1 262 of 338 CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated , 2018, by and among WILMINGTON TRUST, NATIONAL ASSOCIATION and COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY and consents to the agreement of the parties set forth in this Agreement. SUMMERCREST APARTMENT ASSOCIATES, LP, a Delaware limited partnership By: Summercrest GP, LLC, a Delaware limited liability company, its Co -Managing General Partner By: DeSola Capital Group, LLC, a Washington limited liability company, its Sole Managing Member By: The Gary C. Grant Trust, a California Trust, dated November 26, 2002, its Sole Member By: Gary C. Grant, Trustee By: AOF Summercrest, LLC, a California limited liability company, its Managing General Partner By: AOF/Pacific Affordable Housing Corp., a California nonprofit public benefit corporation, its Sole Member By: Name: Title: Subordination Agreement — Governmental Entity Page 1 DMEAST #34732333 v1 263 of 338 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ) ) ) ss. On before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) Subordination Agreement — Governmental Entity Page 2 DMEAST #34732333 v1 264 of 338 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SS. On before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) Subordination Agreement — Governmental Entity Page 3 DMEAST #34732333 v1 265 of 338 EXHIBIT A LEGAL DESCRIPTION The land referred to in this Commitment is situated in the City of National City, County of San Diego, State of California, and is described as follows: PARCEL A: THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF QUARTER SECTION 106 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID QUARTER SECTION IN THE CENTER LINE OF A PUBLIC STREET, 80.00 FEET WIDE, RUNNING THENCE SOUTH 71°11'05" WEST (RECORD SOUTH 71° WEST) ALONG THE NORTHERLY LINE OF SAID QUARTER SECTION A DISTANCE OF 665.03 FEET (RECORD 660.00 FEET MORE OR LESS) TO THE NORTHEAST CORNER OF THE LAND DESCRIBED IN DEED TO HERMAN TO CROW RECORDED IN BOOK 498, PAGE 474 OF DEEDS, SAID POINT BEING ALSO THE NORTHWEST CORNER OF THE SAID EAST HALF OF THE NORTHWEST QUARTER OF SECTION 106; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID EASTERLY HALF OF THE NORTHWEST QUARTER OF QUARTER SECTION 106, SOUTH 18°36'22" EAST (RECORD SOUTH 19° EAST), 440.00 FEET TO THE SOUTHERLY LINE OF THE NORTHERLY 440.00 FEET OF SAID QUARTER SECTION, BEING ALSO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 18°36'22" EAST (RECORD SOUTH 19° EAST), 701.30 FEET TO AND ALONG THE EASTERLY BOUNDARY OF THE LAND DESCRIBED IN DEED TO O.A. STAUDE, RECORDED IN BOOK 714, PAGE 411 OF DEEDS TO THE NORTHERLY LINE OF THE SOUTHERLY 179.00 FEET OF SAID NORTHWEST QUARTER; THENCE EASTERLY ALONG SAID NORTHERLY LINE NORTH 71°20'35" EAST, 663.37 FEET TO A POINT ON THE EASTERLY LINE OF SAID NORTHWEST QUARTER OF QUARTER SECTION 106; THENCE NORTHERLY ALONG SAID EASTERLY LINE NORTH 18°31'23" WEST (RECORD NORTH 19° WEST), 208.95 FEET; THENCE LEAVING SAID LINE SOUTH 71°16'22" WEST, 30.00 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER OF QUARTER SECTION 106, NORTH 18°31'23" WEST, 302.50 FEET; THENCE NORTH 71°16'22" EAST, 30.00 FEET TO A POINT ON THE EASTERLY LINE OF SAID NORTHWEST QUARTER OF QUARTER SECTION 106; THENCE NORTHERLY ALONG SAID LINE NORTH 18°31'23" WEST, 191.68 FEET TO THE SOUTHERLY LINE OF THE NORTHERLY 440.00 FEET OF SAID QUARTER SECTION; THENCE SOUTH 71°11'05" WEST, 664.39 FEET TO THE TRUE POINT OF BEGINNING. PARCEL B: THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF QUARTER SECTION 106 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, Subordination Agreement — Governmental Entity Page A-1 DMEAST #34732333 v1 266 of 338 COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF MADE BY MORRILL NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 12 OF TRUESDELL PLACE, ACCORDING TO MAP THEREOF NO. 1735, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 05, 1922; THENCE SOUTH 18°29'09" EAST ALONG THE SOUTHWESTERLY LINE OF SAID MAP NO. 1735, TO AND ALONG THE SOUTHWESTERLY LINE OF ORCHARD MANOR, ACCORDING TO MAP THEREOF NO. 3627, FILED IN THE OFFICE OF SAID COUNTY RECORDER, APRIL 22, 1957, A DISTANCE OF 302.50 FEET TO INTERSECTION WITH THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF 11TH STREET AS SHOWN ON SAID MAP NO. 3627; THENCE SOUTH 71°18'36" WEST ALONG SAID PROLONGATION 30.00 FEET; THENCE NORTH 18°29'09" WEST PARALLEL WITH SAID SOUTHWESTERLY LINES OF MAPS NO'S. 3627 AND 1735, RESPECTIVELY, 302.50 FEET TO A POINT OF INTERSECTION WITH THE SOUTHWESTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF 10TH STREET AS SHOWN ON SAID MAP NO. 1735; THENCE NORTH 71°18'36" EAST ALONG SAID PROLONGATION, 30.00 FEET TO THE POINT OF BEGINNING. PORTION OF PUBLIC STREET, VACATED, KNOWN AS ARCADIA PLACE. APN: 558-010-45-00 Subordination Agreement — Governmental Entity Page A-2 DMEAST #34732333 v1 267 of 338 CC/CDC-HA Agenda 7/24/2018 — Page 268 The following page(s) contain the backup material for Agenda Item: Report to the City Council of the City of National City on the status of finalizing Maintenance and Operating Agreements with the National City Historical Society, National City Living History Farm Preserve, Inc. and the San Diego Electric Railway Associa 268 of 338 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 24, 2018 AGENDA ITEM NO. ITEM TITLE: Report to the City Council of the City of National City on the status of finalizing Maintenance and Operating Agreements with the National City Historical Society, National City Living History Farm Preserve, Inc. and the San Diego Electric Railway Association, Inc. for consideration by the City Council. PREPARED BY: Gregory Rose, Property Agent DEPARTMENT: Housing & Economic PHONE: 619.336.4266 APPROV EXPLANATION: See Attachment No. 1. eloprient FINANCIAL STATEMENT: ACCOUNT NO. n/a ENVIRONMENTAL REVIEW: nla ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: n/a BOARD / COMMISSION RECOMMENDATION: n!a ATTACHMENTS: 1. Background Report 2. National City Depot Draft Maintenance and Operating Agreement 3. Stein Family Farm Draft Maintenance and Operating Agreement 4. Frank Kimball House Draft Maintenance and Operating Agreement 269 of 338 Attachment No. 1 Background Report As a result of legislation (ABX1 26) signed by Governor Brown in June 2011, all redevelopment agencies throughout California were dissolved as of February 1, 2012 and successor agencies were established to wind down the affairs of the former redevelopment agencies. City of National City accepted the transfer of certain Real Property from the Successor Agency to the Community Development Commission as the National City Redevelopment Agency on May 17, 2016. These properties are to be retained by the City of National City for governmental use and future development. Three historically significant properties were transferred to the City and were retained for government use as historical sites and museums available to the public. They are the National City Depot, the Frank Kimball House and the Stein Family Farm. The existing leases and agreements were negotiated with the former Community Development Commission. In an attempt to update agreements with all the City -owned historic site operators ("Site Operators") in National City to include adequate insurance provisions and consistent operating standards, new Maintenance and Operating Agreements ("M&O Agreements") for the Site Operators were offered. The new M&O Agreements would also aid their fundraising efforts by allowing the Site Operators to hold fundraising or third party events with the City's consent. The M&O Agreements also requires reporting to the City of their activities. The draft M&O Agreements were sent out to the Site Operators on April 17, 2018. The Site Operators were asked to make edits and comments on the document and send the draft M&O Agreements back to the City. The City would review their edits and comments, then set up a meeting to discuss the edits & comments and negotiate the M&O Agreements. On June 6th a reminder email was sent out asking to get the draft M&O Agreements back to the City by the end of June. Status of the Draft Maintenance Agreements with Historic Site Operators San Diego Electric Railway Association, Inc., ("Depot"), is the operator of the National City Depot. The Depot currently has an existing lease that expires in 2023. The major differences between the draft M&O Agreement and existing lease: - Renegotiate terms to a 5 year lease with three additional 5 year options. - Require a detailed accounting of activities - Allow the Depot to serve alcohol at their onsite fundraisers - Allow the Depot to rent to third parties to use the Depot for events as a way to raise funds. - Transfer more maintenance responsibilities to the Depot. History of communication presenting the draft M&O Agreement: - On May 9th the Depot came in to City Hall for a meeting to ask question they had about the M&O Agreement. 270 of 338 Attachment No. 1 - On June 19th the City received the Depot's M&O Agreement with their edits and comments. The edits and comments are currently being reviewed by the City Attorney's office. A meeting will be set up with the Depot to finalize the M&O Agreement. National City Living History Farm Preserve, Inc., ("Stein Farm"), is the operator of the Stein Farm. The prior lease with Stein Farm has expired in 2002 and is currently on holdover. The major differences between the draft M&O Agreement and holdover lease: - Set terms of 5 years lease with three additional 5 year options - Require a detailed accounting of activities - Allow Stein Farm to serve alcohol at their onsite fundraisers - Allow Stein Farm to rent to third parties to use the farm for events as a way to raise funds. - Transfer more maintenance responsibilities to Stein Farm. History of communication presenting the draft M&O Agreement: - On May 29th Stein Farm has informed the City orally that they have not had an opportunity to review the M&O Agreement. Currently the Stein Farm is moving and rehabilitating a Victorian home on the farm. - On June 20th an email follow-up was sent and the reply was that they were still too busy with the house move to review it as of June 20th National City Historical Society, ("Historical Society"), is the operator of the Frank Kimball House. The Historical Society currently has an existing lease that expires in 2023. The major differences between the draft M&O Agreement and existing lease: - Renegotiate terms to a 5 year lease with three additional 5 year options. - Allow the Historical Society to serve alcohol at their onsite fundraisers. - Allow a member of the Historical Society to occupy the second floor of the Kimball House as a caretaker. The current lease states that the Historical Society shall have no access to the second floor. - Require a detailed accounting of activities. - Transfer more maintenance responsibilities to the Historical Society. History of communication presenting the draft M&O Agreement: - On April 18th the City was notified that the Historical Society wanted to keep their existing lease. - On April 24th the City was notified that the Historical Society wanted 10 copies of the draft M&O Agreement to take to their board. - On May 15th the Historical Society met with city staff to discuss. - On June 7th the City was notified that the Historical Society wanted to keep their existing lease. 271 of 338 Attachment No. 1 Next Steps On July 12, 2018, staff provided the following timeline setting the dates to provide final comments on the M&O Agreements to present to the City Council for consideration. Task Deadline Get edits and comments back from the Site Operators 8/1/2018 Finish City review of edits and comments 8/14/2018 Meet with Site Operators to finalize M&O Agreements 8/28/2018 Present M&O Agreements to City Council for consideration 9/18/2018 272 of 338 Attachment No.2 by and b CITY OF NATIONAL CITY and SAN DIEGO ELE C RAILWAY ASSOCIATION, INC. MAINTENANCE AND OPE IN GREEMENT etween Dated as of , 2018 273 of 338 Attachment No.2 SECTION HEADING Recitals ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 TABLE OF CONTENTS Terms of Agreement The Property Permitted Uses Utilities Repairs and Maintenance Improvements; Alterations Mechanics' Liens; Stop Notilicio Taxes Indemnifications and Insu Termination Hazardous Mate Assignment Defaults by SDERA or by City; Remedies Abandonment Damage or Destruction Eminent Domain Sale or Mortgage by City City's Right of Access Notices Non -Discrimination Records, Accounts, and Audits Administrative Provisions PAGE 274 of 338 Attachment No.2 MAINTENANCE AND OPERATING AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SAN DIEGO ELECTRIC RAILWAY ASSOCIATION This Maintenance and Operating Agreement (the "Agreement") is entered into as of , 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SAN DIEGO ELECTRIC RAILWAY ASSOCIATION, a California non- profit corporation ("SDERA"). RECITALS A. WHEREAS, the CITY owns the improved real property commonly known as the National City Depot, located at 922 West 23rd Street, National City, California (the "Property"). The improvements on the Property are sometimes referred to as the "Railroad Depot" building. A legal description of the Property is attached hereto as Exhibit "A" and incorporated herein by reference. B. WHEREAS Article 11, Section 7 of the California Constitution empowers the CITY to provide for the health and welfare of its residents. C. WHEREAS, the CITY desires to enter into a Maintenance & Operating Agreement due to the special services to be performed under this Agreement for the City and to facilitate a more collaborative relationship between the CITY and the operator of the Premises. D. WHEREAS, one of the goals of the CITY' s General Plan is to develop educational experiences capable of promoting the cultural heritage of the city and lifting the spirits of residents and visitors to National City. E. WHEREAS, the CITY desires the services of an organization to maintain and operate the Property in a manner beneficial to the public. F. WHEREAS, the CITY has further determined that SDERA is skilled in providing educational experiences capable of lifting the spirits of residents and visitors to National City. G. WHEREAS, the CITY wishes to have SDERA maintain and operate the Property, for the community's benefit, as an educational rail museum that highlights the historic role railroad activities played in the development of the CITY and region.. SDERA is willing to operate and maintain the Property for such a purpose. NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the promises and covenants hereinafter set forth, the parties agree as follows: 275 of 338 Attachment No.2 ARTICLE 1 TERM OF AGREEMENT 1.1 Term. The term of this Agreement shall be sixty (60) months, commencing October 1, 2018 (the "Commencement Date") and expiring on October 31, 2023. 1.2 Option to Extend Term. If SDERA is not in default of any provision of this Agreement upon the expiration of the term described in Article 1.1, the City Manager or designee may extend the term for up to three (3) additional sixty (60) month periods. The initial sixty month term, and any extension pursuant to this Article 1.2, shall collectively be referred to hereafter as the "Term." ARTICLE 2 THE PROPERTY A 2.1 License for Use of Property. The CITY grants SDERA a revocable license to enter and operate the Property for the purpose of operating a public educational rail museum that benefits the residents and visitors of National City. SDERA's revocable license is subject to the covenants and requirements of this Agreement as of the Commencement Date. 2.2 Ownership of Personal Property and Improvements. The rights and obligations of the parties regarding the ownership of personal property and improvements on the Property shall be as follows: 2.2.1 Ownership of Personal Property. All improvements existing on the Property (Improvements), together with all .fixtures permanently attached to the Property (Fixtures), as of the Commencemet Date shall remain the property of the CITY during the Term. SDERA shall not remove any Improvements or Fixtures from the Property and shall also not waste, destroy, or modify any Improvements or Fixtures on the Property, except as permitted by this Agreement. 2.2.2 Ownership of Improvements and Equipment. All improvements made to the property by SDERA shall become the property of the CITY. ARTICLE 3 PERMITTED USE 3.1 Purpose. The parties intend that the operation of the Premises by SDERA will provide (a) an opportunity for the community to learn about the historic role railroad activities played in the development of the city and region, and (2) educational experiences for the children of National City. 3.2 Operations Plan. SDERA must submit a written operations plan to the CITY that addresses all aspects of maintaining and operating the Property. This written operations plan must include, but will not be limited to, descriptions of the following: 276 of 338 Attachment No.2 1) Hours of operation; 2) Proposed activities or facilities available to the public; 3) The number of employees, volunteers or long term caretakers on staff; 4) Visitor safety and property security; 5) Capital improvements; 6) Property, building, equipment, and preservation of grounds; 7) Sources of funding, fundraising plan; 8) Expected expenses; 9) Community outreach; 10) Parking; 11) Lighting; 12) Handicap accommodations; 13) Facility rentals to third parties; 14) Goals for the next year and next three years thereafter. 3.3 Hours of Operation. SDERA shall open the Property to the general public Saturday and Sunday from 10 a.m. to 4 p.m. and also for public special events scheduled in advance of the event. SDERA shall post, in a location visible from West 23rd Street, the Property's hours of operation. 10 3.4 Service Fees. SDERA shall not provide any programs and services for profit. However, SDERA may charge user fees for classes and programs offered to school groups and the community to offset costs incurred by SDERA in its maintenance and operation of the Property. Any fees charged under this Article 3.4 must be approved by the City Manager or designee. The public shall pay no fee to gain access to the Property during those hours of operation listed in this Article 3. 3.5 Reporting by SDERA. SDERA shall provide annual reports to the CITY that provide Statistical Information (defined below) for the immediately preceding year. Each annual report shall contain, at a minimum, the total number of: (a) National City residents who participated in SDERA's Projects; (b) participants and volunteers who participated in SDERA's Projects; (c) events and programs coordinated; (d) and capital projects completed. The annual reports shall also include reports on SDERA's operating and maintenance plans, long-term and short-term goals, and any other pertinent statistics. The information required to appear in the annual reports by this Article 3.5 will be referred to as "Statistical Information." Each annual report will include all previous years' worth of Statistical Information, if any. SDERA will deliver the annual report to the CITY at a mutually agreeable date and time. 3.6 Annual Budget. SDERA shall provide the CITY with a proposed budget for SDERA's estimated maintenance and operating expenses for the Property by July 1st of each year during the Term. SDERA shall provide to the CITY an audited financial report and tax return, forty-five (45) days following June 30th of each year during the Term. 3.7 Volunteer Management. SDERA may utilize volunteers to operate the Property, and in providing the Projects required by this Agreement. SDERA is responsible for recruiting, 277 of 338 Attachment No.2 training, and managing all volunteers on the Property. Volunteers are considered the responsibility of SDERA for the purpose of workers compensation or general liability. 3.8 Alcohol Use. SDERA, or third parties with permission from SDERA, may, hold events on the Property where alcoholic beverages are served. Alcoholic beverages shall be served subject to the following requirements: • Alcohol will not be served during youth programming under any circumstances. • Alcohol will be served in limited areas of the Property, designated by SDERA in advance, and approved by the City Manager or designee. • Alcoholic beverages must be served by a licensed bartender, with a copy of the bartender's license on the Property. • The event host must obtain approval from the state Department of Alcoholic Beverage Control to serve alcohol. • The event host is responsible for all guest behavior during and following the service of alcohol. • "Last call" for service of alcohol shall be at least thirty (30) minutes prior to the scheduled end of the event. When third parties (with permission from SDERA) serve alcoholic beverages, the following additional requirements shall apply: • The third party shall provide the CITY proof of liability insurance acceptable to the City's Risk Manager. • The third party shall provide two licensed security guard for every 100 guests registered to attend the event. • SDERA shall reserve the authority to immediately terminate an event if SDERA determines, in its sole discretion, the third party has not complied with any requirement of this Article 3.8. • SDERA shall provide the CITY a copy of their third party rental agreement template for approval. 3.9 Consideration. SDERA's payment of $1.00 to the City, in addition to its' performance under the remainder of this Agreement, shall serve as the sole consideration due the CITY for SDERA's license to use and operate the Premises. 3.10 Compliance with Laws. SDERA, at its sole expense, shall procure, maintain, and hold available for the CITY's inspection any governmental license or permit required for the proper and lawful conduct of SDERA's operation of the Property. SDERA shall not use the Property for any use or purpose in violation of the laws of the United States of America, or the laws, ordinances, regulations, orders, or requirements of the State of California, the County of San Diego, the CITY, or of other lawful authorities. SDERA shall, at its sole expense, comply with all applicable statutes, laws, ordinances, rules, 278 of 338 Attachment No.2 regulations, orders, covenants and restrictions of record, and requirements in effect during the Term (Laws or Orders), regulating the use by SDERA of the Property. 3.10.1 Any programs, activities, or events that are not provided for in this Agreement may, in the CITY's sole discretion, require a Temporary Use Permit (TUP) or other permit as required by the CITY. 3.10.2 Cannabis Cultivation Prohibited. Notwithstanding any other provision in this Agreement, or in this Article 3.10, SDERA shall neither: (a) cultivate; (b) allow the cultivation of; (3) sell; nor (4) allow the sale of cannabis at the Property. ARTICLE 4 UTILITIES 4.1 Utility Services. The CITY shall be responsible for maintaining reasonable utility services to the Property. SDERA shall provide and pay for all utilities or services necessary for its use and operation of the Property during the Term, including water, electricity, trash, and sewer charges. SDERA shall pay directly to the applicable utility company such charges, and the City shall have no obligation to pay for such utility services. ARTICLE 5 REPAIRS; MAINTENANCE 5.1 SDERA's Repair and Maintenance Obligations. SDERA acknowledges that it has made a thorough inspection of the Property and that it accepts the Property "as -is" as of the Commencement Date. At SDERA's own cost and expense, SDERA shall repair, replace, and maintain the Property in good, tenable condition as necessary. SDERA shall not be obligated to repair or replace damage to the Property caused by ordinary wear and tear. SDERA shall maintain the Property in an accessible manner for use by individuals with disabilities and comply with federal and state law regarding accessibility, including but not limited to the Americans with Disabilities Act and California's Disabled Persons Act. Other than repair work in emergency situations not exceeding Three Thousand and no/100 Dollars ($3,000), SDERA shall not perform any repair work without the CITY's prior written consent. As used in this Article 5.1, "emergency" means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services. All emergency repairs performed by the City on the Property are governed by Public Contract Code Section 22050. SDERA's obligations under this Article shall apply regardless of whether the repairs, restorations, and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital, the fault or not the fault of SDERA, its agents, employees, volunteers, invitees, visitors, or contractors. All replacements made by the SDERA shall be of like size, kind, and quality to the items replaced. 279 of 338 Attachment No.2 5.2 CITY Repair and Maintenance Obligations. For any repair and maintenance work exceeding Three Thousand and no/100 Dollars ($3,000), the CITY will consider the nature and priority of the work and available funding to determine if and when such repairs will be completed. 5.3 CITY Right to Inspect; CITY Not Obligated to Repair or Maintain. SDERA shall permit the CITY to enter the Property at all times during usual hours of operation to inspect the Property. Any entry pursuant to this Article 5.3 shall not unreasonably interfere with SDERA's operation of the Property. However, nothing contained in this Article 5 shall create any duty on the part of the CITY to do any work which, under any provision of this Agreement, SDERA may be required to do. ARTICLE 6 IMPROVEMENTS; ALTERATIONS 6.1 Alterations. SDERA may alter, replace, add to, change, or construct additional improvements to the Property (collectively, "Alterations") as SDERA may find necessary or convenient for its operation of the Property. Any Alterations performed by SDERA under this Article 6.1 shall be performed: (a) at SDERA's sole cost and expense; (b) with the CITY's prior written consent; and (c) in accordance with construction plans submitted to and approved by the CITY. 6.2 Construction Permits and Licenses. At all times during the Term, SDERA shall procure, at its sole cost and expense, all permits and licenses that are necessary or required from any local governmental agency for the proposed construction of any Alterations. The CITY may, in its sole discretion, waive CITY permitting fees where applicable. 6.3 Proposed Plana following: its sole discretion, the CITY may require SDERA to do any of the Amy • Submit a com`lete set of proposed plans of any Alterations to the CITY; • Apply for and receive a permit from the Building Department to complete any Alterations; • Within sixty (60) days of a written request, furnish the CITY with a complete set of "as -built" plans for any CITY -approved Alterations. 6.4 Prevailing Wages. SDERA shall comply with prevailing wage statutes for any work not performed by volunteers. ARTICLE 7 MECHANICS' LIENS; STOP NOTICES 7.1 Mechanics' Liens; Stop Notices. SDERA shall pay, or cause to be paid, the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics Lien 280 of 338 Attachment No.2 Law in effect at time and place of construction, done by it, or caused to be done by it, on the Property, and for all materials furnished for or in connection with any such work. If any lien or stop notice is filed against the Property, SDERA shall cause the lien or stop notice to be discharged of record within one hundred eighty (180) days after it is filed. SDERA shall indemnify, defend, and hold the CITY harmless from any and all liability, loss, damage, costs, attorneys' fees, and all other expenses on account of claims of lien of laborers, materialmen, or others for work performed, or materials or supplies furnished for SDERA or persons claiming under SDERA. 7.2 Notice of Lien or Stop Notice. Should any claim of lien or stop notice related to SDERA's work of improvement of the Property be filed against the Property, or any action be filed against the Property, or any action affecting the title to the Property be commenced, the party receiving notice of such lien or stop notice or action shall immediately give the other party written notice thereof. 7.3 Notice of Non -Responsibility. The CITY or its representatives shall have the right to post and keep posted on the Property notices of non -responsibility or such other notices which the CITY may deem to be proper for the protection of the CITY's interest in the Property. SDERA shall, before the commencement of any work which might result in any such lien or stop notice, give to the CITY written notice of its intention to do so with sufficient time to enable posting of such notices. ARTICLE 8 TAXES 8.1 Definition. "Taxes" shall mean all taxes, governmental bonds, special assessments, charges, or transfer taxes, license and transaction fees, including, but not limited to, (a) any state, local, federal income tax, or any real or personal property tax, (b) increases in taxes attributable to SDERA's operation of the Property, or (c) any taxes which are essentially payments to a governmental agency, other than the CITY, for the right to make improvements to the Property. 8.2 Possessory Interest. Notwithstanding Article 2.1, SDERA acknowledges that this Agreement may create a possessory interest subject to property taxation and that SDERA may be subject to the payment of taxes levied on such interest. SDERA shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon the Property. 8.3 Responsibility for Payment of Taxes. The CITY shall not be obligated to pay any Taxes accruing against any interest in SDERA's use of the Property at any time before or during the Term. SDERA shall pay any Taxes that accrue against any interest in SDERA's use of the Property. Additionally, SDERA shall pay any Taxes levied upon any Improvements, Fixtures, or Personal Property located on the Property to the extent such Taxes result from SDERA's operations or other activities held upon, or in connection with, the Property. ARTICLE 9 281 of 338 Attachment No.2 INDEMNIFICATION AND INSURANCE 9.1 SDERA Indemnity. The CITY shall not be liable for, and SDERA shall defend, indemnify, and hold harmless the CITY, its officers, officials, agents, employees, and volunteers from any and all claims, costs, liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims resulting from, related to, or arising out of SDERA's improvement, operation or use of the Property, or arising either directly or indirectly from any act, error, omission, or negligence of SDERA or its contractors, licensees, invitees, members, agents, servants or employees; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, officials, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and SDERA shall employ competent counsel, reasonably acceptable to the CITY'S City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9.1.1 Third Party Indemnity. SDERA shall not invite third party organizations onto the Property until said third party organization furnishes CITY a written agreement in which it indemnifies and holds CITY harmless, upon terms satisfactory to CITY. 9.1.2 Waivers from Third Parties. SDERA agrees to obtain from all guests, invitees, or third party organizations whose participants visit the Property, a waiver of liability and hold harmless agreement upon terms satisfactory to the CITY. 9.2 Insurance. SDERA, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, and third party organizations SDERA invites onto the Property, to purchase and maintain throughout the term of this Agreement, the following insurance policies: 9.2.1 Commercial General Liability Insurance (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location." The Commercial General Liability required by this Article must include Sexual Misconduct Liability coverage. 282 of 338 Attachment No.2 9.2.2 Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("Any Auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. 9.2.3 Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of SDERA's employees, and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. 9.2.4 Property Insurance against all risks of loss to any improvements or betterments made by SDERA, or any third party with permission from SDERA, at full replacement cost with no coinsurance penalty provision. 9.2.5 The aforesaid policies shall constitute primary insurance, at least as broad as ISO CG 20 01 04 13, as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in Article 9.2.7 below, of cancellation or material change. 9.2.6 If required insurance coverage is provided on a "claims made" rather than "occurrence" form, SDERA shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 9.2.7 The Certificate Holder for all policies of insurance required by this Article 9.2 shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 9.2.8 Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 283 of 338 Attachment No.2 9.2.9 This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY' S Risk Manager. If SDERA does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 9.2.10 All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 9.2, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9.2.11 If SDERA maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by SDERA. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. ARTICLE 10 TERMINATION 10.1 This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to SDERA. During said 60-day period, SDERA shall perform all services in accordance with this Agreement. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by SDERA in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Termination with or without cause shall be effected by delivery of written Notice of Termination to SDERA as provided for herein. The CITY further reserves the right to immediately terminate this Agreement upon: (a) the filing of a petition in bankruptcy affecting SDERA; (b) a reorganization of SDERA for the benefit of creditors; or (c) a business reorganization, change in business name or change in business status of SDERA. ARTICLE 11 HAZARDOUS MATERIALS Hazardous Materials Laws -Definition. As used in this Article, the term "Hazardous Materials' Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law") relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions on, under, or about the Property, soil and ground water conditions, or other similar substances or conditions. The following legal authority is a non -exhaustive list of the legal authority that applies to the definition of the term "Hazardous Materials Laws": 284 of 338 Attachment No.2 • the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) • the Hazardous Materials Transportation Act, as amended (49 U.S.C., Section 1801 et seq.), and • the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C., Section 6901 et seq.) 11.2 Hazardous Materials - Definition. As used in this Article the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: 11.2.1 is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; 11.2.2 is controlled, referred to, designated in or governed by any Hazardous Materials Laws; 11.2.3 gives rise to any reporting, notice or publication requirements under any Hazardous Materials Laws, or; ,- 11.2.4 is any other material or substance giving rise to any liability, responsibility or duty upon the CITY or the SDERA with respect to any third person under any Hazardous Materials Law. 11.3 SDERA Representations and Warranties. SDERA represents and warrants that, during the Term or any extension thereof, SDERA shall comply with the following provisions of this Article unless otherwise specifically approved in writing by the CITY, subject to the terms and conditions of the SDERA's maintenance obligations provided elsewhere in this Agreement: 11.3.1 SDERA shall not cause or permit any Hazardous Materials to be brought, kept or used in or about the Property by SDERA, its agents, employees, assigns, contractors or invitees, except as required by SDERA's permitted use of the Property in the normal course of operations; 11.3.2 Any handling, transportation, storage, treatment, or usage by SDERA of Hazardous Materials that is to occur on the Property following the Commencement Date shall be in compliance with all applicable Hazardous Materials Laws; 11.3.3 Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials which may occur on the Property following the Commencement Date shall be 285 of 338 Attachment No.2 promptly and thoroughly cleaned and removed from the Property by SDERA at its sole expense, and any such discharge shall be promptly reported in writing to the CITY, and to any other appropriate governmental regulatory authorities; 11.3.4 No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located by SDERA on the Property; 11.3.5 No underground improvements, including but not limited to treatment or storage tanks, or water, gas or oil wells shall be located by SDERA on the Property without the CITY's prior written consent; 11.3.6 SDERA shall promptly supply the CITY with copies of all notices, reports, correspondence, and submissions made by SDERA to the United States Environmental Protection Agency, the United Occupational Safety and Health Administration, and any other local, state or federal authority which requires submission of any information concerning environmental matters or hazardous wastes or substances pursuant to applicable Hazardous Materials' Laws; and 11.3.7 SDERA shall promptly notify the CITY of any liens threatened or attached against the Property pursuant to any Hazardous Materials' Law. If such a lien is filed against the Property, then, within the earlier of (i) twenty (20) days following such filing, or (ii) before any governmental authority commences proceedings to sell the Property pursuant to the lien, SDERA shall either: (a) pay the claim and remove the lien from the Property, or (b) furnish either: (1) a bond or cash deposit reasonably satisfactory to the CITY in an amount not less than the claim from which the lien arises, r; (2) o er security satisfactory to the CITY in an amount not less than that which is sufficient to discharge the claim from which the lien arises. 11.3.8 At the end of this Agreement, SDERA shall surrender the Property to the CITY free of any and all Hazardous Materials and in compliance with all Hazardous Materials' Laws affecting the Property. ARTICLE 12 ASSIGNMENT; THIRD PARTY USE OF PROPERTY 12.1 Assignment; CITY's Consent Required. SDERA shall not voluntarily or involuntarily assign or otherwise transfer all or any portion of its rights and duties under this 286 of 338 Attachment No.2 Agreement without the CITY's prior written consent. Any attempted assignment or transfer without the CITY's prior written consent shall be void. 12.2 Third Party Use of the Property. SDERA may engage third party organizations to provide special services or programming at the Property if: 12.2.1 The City Manager consents, in writing, to the third party organizations' proposed use of the Property and; 12.2.2 The third party organization obtains policies of insurance acceptable to the City's Risk Manager and Article 9.2 of this Agreement. ARTICLE 13 DEFAULTS BY ARTS OR BY CITY; REMEDIES 13.1 Events of Default; Remedies. The following sub -articles shall apply if either SDERA or the CITY neglects, fails to perform, or fails to observe any of their respective obligations under the terms, covenants, or conditions contained in this Agreement ("Default"): 13.1.1 Thirty -Day Correction of Default. If either SDERA or the CITY determines that the other party is in Default, then the non -defaulting party must provide the defaulting party written notice of the Default and thirty (30) days to correct the Default. 13.1.2 Extended Correction of Default. If the defaulting party determines that more than thirty (30) days is required to correct the Default, the defaulting party must provide the other party written notice of the reasons why additional time is required to correct such Default. The defaulting party must use diligent efforts to correct a Default under this Article 13.1.2 and, in any case, must correct such Default within ninety (90) days from the date of the written notice of default. 13.1.3 Remedies for Failure to Correct Default. If the defaulting party fails to comply with Article 13.1.1. or 13.1.2, then the non -defaulting party may immediately terminate this Agreement. The defaulting party shall be liable to the non -defaulting party for any and all damages sustained by the non -defaulting party as a result of the defaulting parties' breach. ARTICLE 14 ABANDONMENT 14.1 Abandonment. SDERA shall not vacate or abandon the Property at any time during the Term nor permit the Property to remain unoccupied for a period of longer than five (5) consecutive days during the term of this Agreement. These provisions shall not apply if the Property is closed and operation is temporarily discontinued therein on account of strikes, lockouts, acts of nature, or similar causes beyond the reasonable control of SDERA. Any exceptions must be submitted in writing to the City Manager or designee for approval. 287 of 338 Attachment No.2 ARTICLE 15 DAMAGE OR DESTRUCTION 15.1 SDERA's Duty to Repair Casualty. SDERA shall, as expeditiously as reasonably possible, repair any damages to the Property caused by fire, earthquake, or any other identifiable event of a sudden, unexpected, or unusual nature ("Casualty"), and repair, restore, and replace any such damaged or destroyed Fixtures, Improvements or Personal Property ("Casualty Repairs"). Any Casualty Repairs made under this Article 15 are: (a) To be performed at SDERA's sole cost and expense; (b) To be performed except as otherwise provided in this Article 15; and are (c) Subject to all other terms and conditions of this Agreement. 15.2 Construction Provisions. In the event of any reconstruction of the Property, Fixtures or Improvements required of SDERA pursuant to this Article, SDERA shall repair the Property, and repair or rebuild such Fixtures and Improvements, to substantially the same condition they were in immediately preceding such Casualty. 15.3 No Abatement. In the event of reconstruction, replacement, or repair by SDERA pursuant to this Article, SDERA shall continue its operations on the Property during any such period to the extent reasonably practicable from the standpoint of prudent business management, and in continuing compliance with applicable laws and regulations. SDERA shall not be entitled to any compensation or damages from CITY for: (a) loss of use of the whole or any part of the Property; (b) SDERA's Personal Property; or (c) any inconvenience or annoyance occasioned by such damage, reconstruction, or replacement. 15.4 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the contrary, if, at any time after the Commencement Date, (a) the Improvements are damaged or destroyed to the extent of more than twenty-five percent (25%) of their replacement cost, or (b) the damage is such that the Improvements cannot be repaired and restored within one hundred and eighty (180) days after the Casualty, then SDERA shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to the CITY. ARTICLE 16 EMINENT DOMAIN 16.1 Condemnation. SDERA may terminate this Agreement within twenty (20) days after the date that a condemning authority (by a party other than the CITY) takes possession of the Property by delivery of written notice of such condemnation if: (a) If all of the Property is taken under eminent domain proceedings; or 288 of 338 Attachment No.2 (b) less than all of the Property is taken under such eminent domain proceeding and the part taken substantially impairs the ability of SDERA to use the remainder of the Property for the purposes permitted by this Agreement. In the absence of such written notice from a condemning authority, SDERA may terminate this Agreement within twenty (20) days after the condemning authority shall have taken possession. 16.2 Continuation of Operating Agreement after Condemnation. If this Agreement is not terminated by SDERA, it shall remain in full force and effect as to any portion of the Property remaining, and this Agreement will end as of the date possession of the part taken by the public entity as to the part of the Property that is taken. 16.3 Award. All monies awarded in any condemnation shall belong to the CITY. The CITY shall have no liability to SDERA for any award not ppvided by the condemning authority. ARTICLE 1 SALE OR MORTGAGE BY CITY 17.1 Sale or Mortgage. The CITY may, pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time, and without the consent of SDERA, vacate, sell, purchase, exchange, transfer, assign, lease, encumber or convey the CITY's interest in whole or in part, in the Property (collectively referred to in this Article as a "Sale"). The CITY shall provide to SDERA written notice of the CITY's intent to a Sale or discontinuance pursuant to this Article at least ninety (90) days prior to said proposed transfer. 17.2 Release on Sale. From and after a Sale or discontinuance of the CITY's entire interest in the Property, the CITY shall be released from all liability to SDERA and SDERA successors and assigns arising from this Agreement because of any act, occurrence, or omission of the CITY occurring after such Sale. ARTICLE 18 CITY'S RIGHT OF ACCESS 18.1 Right of Entry. CITY, its agents, employees, and contractors may enter the Property at any time with or without notice to SDERA to: (a) respond to health and safety concerns; (b) inspect the Property and Improvements; (c) determine whether SDERA is complying with its obligations in this Agreement (including its obligations with respect to compliance with Hazardous Materials Laws) (d) post notices of non -responsibility or similar notices (e) inspect the progress of construction of any improvement; or 289 of 338 Attachment No.2 (f) make repairs that this Agreement requires or allows CITY to make, or make repairs to any adjoining space or utility services, or make repairs, alterations, or improvements to any other portion of the Property All work enumerated in this Article 18.1 must be done as promptly as reasonably possible and so as to cause as little interference to SDERA as reasonably possible. ARTICLE 19 NOTICES 19.1 Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement to or on the other, such notice or demand shall be in writing, mailed or personally delivered to the other party at the addresses specified below. Mailed notices shall be sent by United States Postal Service, postage prepaid and shall be deemed to have been given, delivered, and received three (3) business days after the date such notice or other communication is posted by the United States Postal Service. All other such notices or other communications shall be deemed given, delivered, and received upon actual receipt. Either party may, by written notice delivered pursuant to this provision, at any time designate a different address to which notices shall be sent. CITY: CITY OF NATIONAL CITY City Manager. City of National City 1243 National City Boulevar National City, CA 91950-4397 Amy With a copy to: Housing and Economic Development Manager City of National City 140 East 12th Street, Suite B National City, CA 91950 SDERA: San Diego Electric Railway Association, Inc. Executive Director 922 West 23rd Street National City, CA 91950 ARTICLE 20 NON-DISCRIMINATION 20.1 Non -Discrimination. SDERA hereby covenants by and for itself, its successors, assigns and all persons claiming under or through it, that this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, age, color, creed, 290 of 338 Attachment No.2 religion, sex, sexual orientation, marital status, national origin, physical handicap, medical condition or ancestry in the use, operation, or enjoyment of the Property. ARTICLE 21 RECORDS, ACCOUNTS, AND AUDITS 21.1 SDERA's Duty to Keep Records. SDERA shall, at all times during the Term, and for a period of five (5) years following expiration or earlier termination of this Agreement, keep or cause to be kept, true and complete books, records and accounts of all (a) construction undertaken pursuant to the rights conferred on SDERA under this Agreement, and (b) financial transactions in the operation of all business activities, of whatever nature, conducted pursuant to the rights granted by this Agreement. Such records shall also include the source and disposition of all trash and other waste collected and disposed of by SDERA in the operation of its business. Said records must be supported by source documents such as receipts, invoces, sales slips, cash register tapes, purchase invoices or other pertinent documents. 21.2 CITY's Right to Audit. All SDERA books, accounts, and records shall be kept and made available at one location within the limits of the County of San Diego. The CITY shall have the right at any reasonable time to examine and perform audits of SDERA's records pertaining to (a) construction undertaken pursuant to the rights conferred on SDERA under this Agreement, and (b) its operations on the Property, including, without limitation, any records pertaining to SDERA's use of utilities on the Property. The cost of said audits shall be borne by the CITY, except that SDERA shall provide to the CITY, at SDERA's expense, necessary data to enable the CITY to fully comply with each and every requirement of the State of California or by the United States of America for information or reports relating to this Agreement and to SDERA's use of the Property. ARTICLE 22 ADMINISTRATIVE PROVISIONS 22.1 Authority. SDERA represents and warrants that it has full power and authority to execute and fully perform its obligations under this Agreement pursuant to its governing instruments, without the need for any further action, and that the person executing this Agreement on behalf of SDERA is the duly designated agent of SDERA and is authorized to do so. 22.2 Captions. The captions and headings appearing in this Operating Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions of this Agreement. 22.3 CITY Approval. Except where stated in this Agreement to the contrary, the phrases "CITY approval," and "CITY's written approval" or such similar phrases shall mean approval of the City Manager or designee, which approval shall not be unreasonably withheld. 291 of 338 Attachment No.2 22.4 Cumulative Remedies. In the event of a default under this Agreement, each party's remedies shall be limited to those remedies set forth in this Agreement. Any such remedies are cumulative and not exclusive of any other remedies under this Agreement to which the non -defaulting party may be entitled. 22.5 Entire Agreement. This Agreement, together with all addenda and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior or contemporaneous agreements, understandings and representations, oral or written, are superseded. 22.6 Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference: Exhibit "A": Legal description of the Property 22.7 Force Majeure. If either party is prevented or delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, acts of terrorism, civil commotion and fire or other casualty, legal actions attacking the validity of this Agreement or the CITY or SDERA's operations of the Property, or any other casualties beyond the reasonable control of either party ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto. 22.8 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California. 22.9 Independent Contractor. SDERA acknowledges that it is an independent contractor; that it alone retains control of the manner of conducting its activities in furtherance of this Agreement; and that it, as well as any persons, contractors or agents it may employ, are not employees of CITY for any purpose. 22.10 Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. 22.11 SDERA's Agreement Administration. SDERA confirms that SDERA's Agreement Administrator has been given full operational responsibility for compliance with the terms of this Agreement. SDERA shall provide the CITY with a written schedule of its normal hours of business operation on the Property, and SDERA's Agreement Administrator, or a representative designated thereby, shall be available to the CITY 292 of 338 Attachment No.2 during SDERA's normal business hours, to resolve problems or answer question pertaining to this Agreement and SDERA's operations on the Property. 22.12 Modification. The provisions of this Agreement may not be modified, except by a written amendment signed by both parties. 22.13 Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision shall be valid and enforceable to the fullest extent permitted by law. 22.14 Successors & Assigns. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, except as may otherwise be provided herein. SDERA shall not assign this agreement to any other party unless approved in writing by the CITY. 22.15 Time of Essence. Time is of the essence of each and every provision of this Agreement. 22.16 Waiver. No provision of this Operating Agreement or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed. IN WITNESS WHEREOF, the CITY and SDERA have duly executed this Agreement as of the day and year first above written. jr CITY OF NATIONAL CITY SIEGO ELECTRIC RAILWAY (CITY) ASSOCIATION, a California non-profit corporation (SDERA) By: By: Ron Morrison, Mayor (Name) (Print) APPROVED AS TO FORM: (Title) Angil P. Morris -Jones By: Roberto M. Contreras By: (Name) Deputy City Attorney (Print) 293 of 338 Attachment No.2 (Title) c)c 294 of 338 Attachment No. 3 MAINTENANCE AND OPE IN GREEMENT etween by and b CITY OF NATIONAL CITY and NATIONAL CITY LIVING HISTORY FARM PRESERVE Dated as of , 2018 295 of 338 Attachment No. 3 SECTION HEADING Recitals ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 TABLE OF CONTENTS Terms of Agreement The Property Permitted Uses Utilities Repairs and Maintenance Improvements; Alterations Mechanics' Liens; Stop Noti Taxes Indemnifications and Insu Termination Hazardous Mate Assignment Defaults by NCLHFP or by City; Remedies Abandonment Damage or Destruction Eminent Domain Sale or Mortgage by City City's Right of Access Notices Non -Discrimination Records, Accounts, and Audits Administrative Provisions PAGE 296 of 338 Attachment No. 3 MAINTENANCE AND OPERATING AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NATIONAL CITY LIVING HISTORY FARM PRESERVE This Maintenance and Operating Agreement (the "Agreement") is entered into as of , 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and National City Living History Farm Preserve, a California non-profit corporation ("NCLHFP"). RECITALS A. WHEREAS, the CITY owns the improved real property commonly known as the "Stein Farm," located at 1808 "F" Avenue, National City, California 91950 (the "Property"). The improvements on the Property are referred to as the "Stein Farm House" and the "Stein Farm Barn". The Property shall also include the Victorian House that is expected to be relocated onto the Property from 1904 "F" Avenue. A legal description of the Property is attached hereto as Exhibit "A" and incorporated herein by reference. B. WHEREAS Article 11, Section 7 of the California Constitution empowers the City to provide for the health and welfare of its residents. C. WHEREAS, the CITY desires to enter into a Maintenance & Operating Agreement due to the special services to be performed under this Agreement for the CITY and to facilitate a more collaborative relationship between the CITY and the operator of the Property. D. WHEREAS, one of the goals of the CITY's General Plan is to develop educational experiences capable of promoting the cultural heritage of the CITY and lifting the spirits of residents and visitors to National City. E. WHEREAS, the CITY desires the services of an organization to maintain and operate the Property in a manner beneficial to the public. F. WHEREAS, the CITY has further determined that NCLHFP is a qualified, non-profit corporation experienced in running a living history farm. G. WHEREAS, the CITY wishes to have NCLHFP maintain and operate the Property as an educational farm and museum for the community's benefit, and NCLHFP is willing to operate and maintain the Property for such a purpose. NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the promises and covenants hereinafter set forth, the parties agree as follows: 297 of 338 Attachment No. 3 ARTICLE 1 TERM OF AGREEMENT 1.1 Term. The term of this Agreement shall be sixty (60) months, commencing October 1 2018 (the "Commencement Date") and expiring on October 31, 2023. 1.2 Option to Extend Term. If NCLHFP is not in default of any provision of this Agreement upon the expiration of the term described in Article 1.1, the City Manager or designee may extend the term for up to three (3) additional sixty (60) month periods. The initial sixty -month term, and any extension pursuant to this Article 1.2, shall collectively be referred to hereafter as the "Term." ARTICLE 2 THE PROPERTY 2.1 License for Use of Property. The CITY grants NCLHFP a revocable license to enter and operate the Property for the purpose of operating a public educational farm and museum for the benefit of National City residents and visitors. NCLHFP's revocable license is subject to the covenants and requirements of this Agreement as of the Commencement Date. 2.2 Ownership of Personal Property and Improvements. The rights and obligations of the parties regarding the ownership of personal property and improvements on the Property shall be as follows: 2.2.1 Ownership of Personal Property. All improvements existing on the Property (Improvements), together with all fixtures permanently attached to the Property (Fixtures), as of the Commencement Date shall remain the property of the CITY during the Term. NCLHFP shall not remove any Improvements or Fixtures from the Property and shall also not waste, destroy, or modify any Improvements or Fixtures on the Property, except as permitted by this Agreement. 2.2.2 Ownership of Improvements and Equipment. All improvements made to the property by NCLHFP shall become the property of the CITY. 2.2.3 1845 "E" Avenue. NCLHFP has received rental income from tenants living at 1845 "E" Avenue in National City ("Rental Property") in exchange for managing the upkeep of the residence and landscaping. Such arrangement will automatically expire once the existing tenants vacate the Rental Property ("Tenant Move -Out"). If the existing tenants continue to occupy the Rental Property five years after the Commencement Date, NCLHFP shall commence all legal unlawful detainer proceedings to recover possession of the Rental Property. NCLHFP must remove any of its personal property from the Rental Property within sixty (60) days of the Tenant Move -Out, after which time the City will begin the process of selling the Rental Property. No further provision, either retroactive or prospective, will be made to NCLHFP for the loss of this rental income or the loss of managing the Rental Property's residence and landscaping. 298 of 338 Attachment No. 3 ARTICLE 3 PERMITTED USE 3.1 Purpose. The parties intend that the operation of the Property by NCLHFP will provide an opportunity for the community to experience life on a turn -of -the -century farm and provide educational experiences for the children of National City. 3.2 Operations Plan. NCLHFP must submit a written operations plan to the CITY that addresses all aspects of maintaining and operating the Property. This written operations plan must include, but will not be limited to, descriptions of the following: 1) Hours of operation; 2) Proposed activities or facilities available to the public; 3) The number of employees, volunteers, or long term caretakers on staff; 4) Visitor safety and property security; 5) Capital improvements, and barn replacement; 6) Property, building, equipment and preservation of grounds; 7) Sources of funding, fundraising plan 8) Community outreach; 9) Parking; 10) Lighting; 11) Handicap accommodations; 12) Facility rentals to third parti 3.3 Hours of Operation. NCLHFP shall open the Property to the general public on Saturdays from 10 a.m. to 2p.m. and also for public special events scheduled in advance of the event. NCLHFP shall post, in a location visible from either East 18th Street or "F" Avenue, the Property's hours of operation. 3.3.1. Barn Activities Prohibited. NCLHFP, and any third party who uses the Property, shall prohibit members of the public from entering the barn or from coming within 25 feet of the barn.,, 3.4 Service Fees. NCLHFP shall not provide any programs and services for profit. However, NCLHFP may charge user fees for classes and programs offered to school groups and the community to offset costs incurred by NCLHFP in its maintenance and operation of the Property. Any fees charged under this Article 3.4 must be approved by the City Manager or designee. The public shall pay no fee to gain access to the Property during those hours of operation listed in this Article 3. 3.5 Reporting by NCLHFP. NCLHFP shall provide annual reports to the CITY that identify the total number of: (a) National City residents who participated in NCLHFP events; (b) participants and volunteers who participated in NCLHFP events; (c) events and programs coordinated by NCLHFP; (d) capital projects completed; (e) operating and maintenance plans; and (f) any other relevant statistics. The information required to appear in the annual reports by this Article 3.5 will be referred to as "Statistical Information." Each annual report will include all previous years' worth of Statistical Information, if any. 299 of 338 Attachment No. 3 NCLHFP will deliver the annual report to the CITY at a mutually agreeable date and time. 3.6 Annual Budget. NCLHFP shall provide the CITY with a proposed budget for NCLHFP's estimated maintenance and operating expenses for the Property by July 1st of each year during the Term. NCLHFP shall provide to the CITY an audited financial report and tax return, forty-five (45) days following June 30th of each year during the Term. 3.7 Volunteer Management. NCLHFP may utilize volunteers to operate the Property, and in providing the Projects required by this Agreement. NCLHFP is responsible for recruiting, training, and managing all volunteers on the Property. Volunteers are considered the responsibility of NCLHFP for the purpose of workers compensation or general liability. 3.8 Alcohol Use. NCLHFP, or third parties with permission from NCLHFP, may, hold events on the Property where alcoholic beverages are serve lc holic beverages shall be served subject to the following requirements: • Alcohol will not be served during youth programming under any circumstances. • Alcohol will be served in limited areas of the Property, designated by NCLHFP in advance, and approved by the City Manager or designee. • Alcoholic beverages must be served by a licensed bartender, with a copy of the bartender's license on the Property. • The event host must obtain approval from the state Department of Alcoholic Beverage Control to serve alcohol. • The event host is responsible for all guest behavior during and following the service of alcohol. • "Last call" for service of alcohol shall be at least thirty (30) minutes prior to the scheduled end of the event. When third parties (with permission from NCLHFP) serve alcoholic beverages, the following additional requirements shall apply: • The third party shall provide the CITY proof of liability insurance acceptable to the City's Risk Manager. • The third party shall provide two licensed security guard for every 100 guests registered to attend the event. • NCLHFP shall reserve the authority to immediately terminate an event if NCLHFP determines, in its sole discretion, the third party has not complied with any requirement of this Article 3.8. • NCLHFP shall provide the CITY a copy of their third party rental agreement template for approval. 300 of 338 Attachment No. 3 3.9 Consideration. NCLHFP's payment of $1.00 to the City, in addition to its performance under the remainder of this Agreement, shall serve as the sole consideration due the CITY for NCLHFP' license to use and operate the Property. 3.10 Compliance with Laws. NCLHFP, at its sole expense, shall procure, maintain, and hold available for the CITY's inspection any governmental license or permit required for the proper and lawful conduct of NCLHFP's operation of the Property. NCLHFP shall not use the Property for any use or purpose in violation of the laws of the United States of America, or the laws, ordinances, regulations, orders, or requirements of the State of California, the County of San Diego, the CITY, or of other lawful authorities. NCLHFP shall, at its sole expense, comply with all applicable statutes, laws, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements in effect during the Term (Laws or Orders), regulating the use by NCLHFP of the Property. 3.10.1 Any programs, activities, or events that are not provided for in this Agreement may, in the CITY's sole discretion, require a Temporary Use Permit (TUP) or other permit as required by the CITY. 3.10.2 Cannabis Cultivation Prohibited. Notwithstanding any other provision in this Agreement, or in this Article 3.10, NCLHFP shall neither cultivate, nor allow the cultivation of, cannabis at the Property. ARTICLE 4 UTILITIES 4.1 Utility Services. The CITY shall be responsible for maintaining reasonable utility services to the Property. NCLHFP shall provide and pay for all utilities or services necessary for its use and operation of the Property during the Term, including water, electricity, trash, and sewer charges. NCLHFP shall pay directly to the applicable utility company such charges, and the City shall have no obligation to pay for such utility services. ARTICLE 5 REPAIRS; MAINTENANCE 5.1 NCLHFP' Repair and Maintenance Obligations. NCLHFP acknowledges that it has made a thorough inspection of the Property and that it accepts the Property "as -is" as of the Commencement Date. At NCLHFP's own cost and expense, NCLHFP shall repair, replace, and maintain the Property in good, tenable condition as necessary. NCLHFP shall not be obligated to repair or replace damage to the Property caused by ordinary wear and tear. NCLHFP shall maintain the Property in an accessible manner for use by individuals with disabilities and comply with federal and state law regarding accessibility, including but not limited to the Americans with Disabilities Act and California's Disabled Persons Act. Other than repair work in emergency situations not exceeding Three Thousand and no/100 Dollars ($3,000), NCLHFP shall not perform any repair work without the CITY's prior written consent. As used in this Article 5.1, 301 of 338 Attachment No. 3 "emergency" means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services. All emergency repairs performed by the City on the Property are governed by Public Contract Code Section 22050. NCLHFP' obligations under this Article shall apply regardless of whether the repairs, restorations, and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital, the fault or not the fault of NCLHFP, its agents, employees, volunteers, invitees, visitors, or contractors. All replacements made by the NCLHFP shall be of like size, kind, and quality to the items replaced. 5.2 CITY Repair and Maintenance Obligations. For any repair and maintenance work exceeding Three Thousand and no/100 Dollars ($3,000), the CITY will consider the nature and priority of the work and available funding to determine if and when such repairs will be completed. 5.3 CITY Right to Inspect; CITY Not Obligated to Repair or Maintain. NCLHFP shall permit the CITY to enter the Property at all times during usual hours of operation to inspect the Property. Any entry pursuant to this Article 5.3 shall not unreasonably interfere with NCLHFP's operation of the Property. However, nothing contained in this Article 5 shall create any duty on the part of the CITY to do any work which, under any provision of this Agreement, NCLHFP may be required to do. ARTICLE 6 IMPROVEMENTS; ALTERATIONS 6.1 Alterations. NCLHFP may alter, replace, add to, change, or construct additional improvements to the Property (collectively, "Alterations") as NCLHFP may find necessary or convenient for its operation of the Property. Any Alterations performed by NCLHFP under this Article 6.1 shall be performed: (a) at NCLHFP' sole cost and expense; (b) with the CITY's prior written consent; and (c) in accordance with construction plans submitted to and approved by the CITY. 6.2 Construction Permits and Licenses. At all times during the Term, NCLHFP shall procure, at its sole cost and expense, all permits and licenses that are necessary or required from any local governmental agency for the proposed construction of any Alterations. The CITY may, in its sole discretion, waive CITY permitting fees where applicable. 6.3 Proposed Plans. In its sole discretion, the CITY may require NCLHFP to do any of the following: • Submit a complete set of proposed plans of any Alterations to the CITY; • Apply for and receive a permit from the Building Department to complete any Alterations; 302 of 338 Attachment No. 3 • Within sixty (60) days of a written request, furnish the CITY with a complete set of "as -built" plans for any CITY -approved Alterations. 6.4 Prevailing Wages. NCLHFP shall comply with prevailing wage statutes for any work not performed by volunteers. ARTICLE 7 MECHANICS' LIENS; STOP NOTICES 7.1 Mechanics' Liens; Stop Notices. NCLHFP shall pay, or cause to be paid, the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics Lien Law in effect at time and place of construction, done by it, or caused to be done by it, on the Property, and for all materials furnished for or in connection with any such work. If any lien or stop notice is filed against the Property, NCLHFP shall cause the lien or stop notice to be discharged of record within one hundred eighty (180) days after it is filed. NCLHFP shall indemnify, defend, and hold the CITY harmless from any and all liability, loss, damage, costs, attorneys' fees, and all other expenses on account of claims of lien of laborers, materialmen, or others for work performed, or materials or supplies furnished for NCLHFP or persons claiming under NCLHFP. 7.2 Notice of Lien or Stop Notice. Should any claim of lien or stop notice related to NCLHFP's work of improvement of the Property be filed against the Property, or any action be filed against the Property, or any action affecting the title to the Property be commenced, the party receiving notice of such lien or stop notice or action shall immediately give the other party written notice thereof. 7.3 Notice of Non -Responsibility. The CITY or its representatives shall have the right to post and keep posted on the Property notices of non -responsibility or such other notices which the CITY may deem to be proper for the protection of the CITY's interest in the Property. NCLHFP shall, before the commencement of any work which might result in any such lien or stop notice, give to the CITY written notice of its intention to do so with sufficient time to enable posting of such notices. ARTICLE 8 TAXES 8.1 Definition. "Taxes" shall mean all taxes, governmental bonds, special assessments, charges, or transfer taxes, license and transaction fees, including, but not limited to, (a) any state, local, federal income tax, or any real or personal property tax, (b) increases in taxes attributable to NCLHFP's operation of the Property, or (c) any taxes which are essentially payments to a governmental agency, other than the CITY, for the right to make improvements to the Property. 8.2 Possessory Interest. Notwithstanding Article 2.1, NCLHFP acknowledges that this Agreement may create a possessory interest subject to property taxation and that NCLHFP may be subject to the payment of taxes levied on such interest. NCLHFP shall 303 of 338 Attachment No. 3 pay, before delinquency, all taxes, assessments, and fees assessed or levied upon the Property. 8.3 Responsibility for Payment of Taxes. The CITY shall not be obligated to pay any Taxes accruing against any interest in NCLHFP's use of the Property at any time before or during the Term. NCLHFP shall pay any Taxes that accrue against any interest in NCLHFP's use of the Property. Additionally, NCLHFP shall pay any Taxes levied upon any Improvements, Fixtures, or Personal Property located on the Property to the extent such Taxes result from NCLHFP's operations or other activities held upon, or in connection with, the Property. ARTICLE 9 INDEMNIFICATION AND INSURANCE 9.1 NCLHFP Indemnity. The CITY shall not be liable for, and NCLHFP shall defend, indemnify, and hold harmless the CITY, its officers, officials, agents, employees, and volunteers from any and all claims, costs, liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims resulting from, related to, or arising out of NCLHFP's improvement, operation or use of the Property, or arising either directly or indirectly from any act, error, omission, or negligence of NCLHFP or its contractors, licensees, invitees, members, agents, servants or employees; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, officials, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and NCLHFP shall employ competent counsel, reasonably acceptable to the CITY'S City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9.1.1 Third Party Indemnity. NCLHFP shall not invite third party organizations onto the Property until said third party organization furnishes CITY a written agreement in which it indemnifies and holds CITY harmless, upon terms satisfactory to CITY. 9.1.2 Waivers from Third Parties. NCLHFP agrees to obtain from all guests, invitees, or third party organizations whose participants visit the Property, a waiver of liability and hold harmless agreement upon terms satisfactory to the CITY. 9.2 Insurance. NCLHFP, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, and third party organizations NCLHFP invites onto the Property, to purchase and maintain throughout the term of this Agreement, the following insurance policies: 304 of 338 Attachment No. 3 9.2.1 Commercial General Liability Insurance (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location." The Commercial General Liability required by this Article must include Sexual Misconduct Liability coverage. 9.2.2 Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("Any Auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. 9.2.3 Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of NCLHFP's employees, and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. 9.2.4 Property Insurance against all risks of loss to any improvements or betterments made by NCLHFP, or any third party with permission from NCLHFP, at full replacement cost with no coinsurance penalty provision. 9.2.5 The aforesaid policies shall constitute primary insurance, at least as broad as ISO CG 20 01 04 13, as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in Article 9.2.7 below, of cancellation or material change. 9.2.6 If required insurance coverage is provided on a "claims made" rather than "occurrence" form, NCLHFP shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 9.2.7 The Certificate Holder for all policies of insurance required by this Article 9.2 shall be: 305 of 338 Attachment No. 3 City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 9.2.8 Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 9.2.9 This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If NCLHFP does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 9.2.10 All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 9.2, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9.2.11 If NCLHFP maintains broader coverage or higher limits (or both) than the minimum limits shown above, thITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by NCLHFP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. ARTICLE 10 TERMINATION 10.1 This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to NCLHFP. During said 60-day period, NCLHFP shall perform all services in accordance with this Agreement. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by NCLHFP in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Termination with or without cause shall be effected by delivery of written Notice of Termination to NCLHFP as provided for herein. The CITY further reserves the right to immediately terminate this Agreement upon: (a) the filing of a petition in bankruptcy affecting NCLHFP; (b) a reorganization of 306 of 338 Attachment No. 3 NCLHFP for the benefit of creditors; or (c) a business reorganization, change in business name or change in business status of NCLHFP. ARTICLE 11 HAZARDOUS MATERIALS Hazardous Materials Laws -Definition. As used in this Article, the term "Hazardous Materials' Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law") relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions on, under, or about the Property, soil and ground water conditions, or other similar substances or conditions. The following legal authority is a non -exhaustive list of the legal authority that applies to the definition of the term "Hazardous Materials Laws": • the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) • the Hazardous Materials Transportation Act, as amended (49 U.S.C., Section 1801 et seq.), and • the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C., Section 6901 et seq.) 11.2 Hazardous Materials - Definition. As used in this Article the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: 11.2.1 is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; 11.2.2 is controlled, referred to, designated in or governed by any Hazardous Materials Laws; 11.2.3 gives rise to any reporting, notice or publication requirements under any Hazardous Materials Laws, or; 11.2.4 is any other material or substance giving rise to any liability, responsibility or duty upon the CITY or the NCLHFP with respect to any third person under any Hazardous Materials Law. 11.3 NCLHFP Representations and Warranties. NCLHFP represents and warrants that, during the Term or any extension thereof, NCLHFP shall comply with the following provisions of this Article unless otherwise specifically approved in writing by the CITY, subject to 307 of 338 Attachment No. 3 the terms and conditions of the NCLHFP's maintenance obligations provided elsewhere in this Agreement: 11.3.1 NCLHFP shall not cause or permit any Hazardous Materials to be brought, kept or used in or about the Property by NCLHFP, its agents, employees, assigns, contractors or invitees, except as required by NCLHFP's permitted use of the Property in the normal course of operations; 11.3.2 Any handling, transportation, storage, treatment, or usage by NCLHFP of Hazardous Materials that is to occur on the Property following the Commencement Date shall be in compliance with all applicable Hazardous Materials Laws; 11.3.3 Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials which may occur on the Property following the Commencement Date shall be promptly and thoroughly cleaned and removed from the Property by NCLHFP at its sole expense, and any such discharge shall be promptly reported in writing to the CITY, and to any other appropriate governmental regulatory authorities; 11.3.4 No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located by NCLHFP on the Property; 11.3.5 No underground improvements, including but not limited to treatment or storage tanks, or water, gas or oil wells shall be located by NCLHFP on the Property without the CITY's prior written consent; 11.3.6 NCLHFP shall promptly supply the CITY with copies of all notices, reports, correspondence, and submissions made by NCLHFP to the United States Environmental Protection Agency, the United Occupational Safety and Health Administration, and any other local, state or federal authority which requires submission of any information concerning environmental matters or hazardous wastes or substances pursuant to applicable Hazardous Materials' Laws; and 11.3.7 NCLHFP shall promptly notify the CITY of any liens threatened or attached against the Property pursuant to any Hazardous Materials' Law. If such a lien is filed against the Property, then, within the earlier of (i) twenty (20) days following such filing, or (ii) before any governmental authority commences proceedings to sell the Property pursuant to the lien, NCLHFP shall either: (a) pay the claim and remove the lien from the Property, or (b) furnish either: (1) a bond or cash deposit reasonably satisfactory to the CITY in an amount not less than the claim from which the lien arises, or; 308 of 338 Attachment No. 3 (2) other security satisfactory to the CITY in an amount not less than that which is sufficient to discharge the claim from which the lien arises. 11.3.8 At the end of this Agreement, NCLHFP shall surrender the Property to the CITY free of any and all Hazardous Materials and in compliance with all Hazardous Materials' Laws affecting the Property. ARTICLE 12 ASSIGNMENT; THIRD PARTY USE OF PROPERTY 12.1 Assignment; CITY's Consent Required. NCLHFP shall not voluntarily or involuntarily assign or otherwise transfer all or any portion of its rights and duties under this Agreement without the CITY's prior written consent. Any attempted assignment or transfer without the CITY's prior written consent shall be void. 12.2 Third Party Use of the Property. NCLHFP may engage third party organizations to provide special services or programming at the Property if: 12.2.1 The City Manager consents, in writing, to the third party organizations' proposed use of the Property and; 12.2.2 The third party organization obtains policies of insurance acceptable to the City's Risk Manager and Article 9.2 of this Agreement. ARTICLE 13 AULTS BY ARTS OR BY CITY; REMEDIES 13.1 Events of Default; Re nedies. The following sub -articles shall apply if either NCLHFP or the CITY neglects, fails to perform, or fails to observe any of their respective obligations under the terms, covenants, or conditions contained in this Agreement ("Default"): 13.1.1 Thirty -Day Correction of Default. If either NCLHFP or the CITY determines that the other party is in Default, then the non -defaulting party must provide the defaulting party written notice of the Default and thirty (30) days to correct the Default. 13.1.2 Extended Correction of Default. If the defaulting party determines that more than thirty (30) days is required to correct the Default, the defaulting party must provide the other party written notice of the reasons why additional time is required to correct such Default. The defaulting party must use diligent efforts to correct a Default under this Article 13.1.2 and, in any case, must correct such Default within ninety (90) days from the date of the written notice of default. 13.1.3 Remedies for Failure to Correct Default. If the defaulting party fails to comply with Article 13.1.1. or 13.1.2, then the non -defaulting party may immediately terminate 309 of 338 Attachment No. 3 this Agreement. The defaulting party shall be liable to the non -defaulting party for any and all damages sustained by the non -defaulting party as a result of the defaulting parties' breach. ARTICLE 14 ABANDONMENT 14.1 Abandonment. NCLHFP shall not vacate or abandon the Property at any time during the Term nor permit the Property to remain unoccupied for a period of longer than five (5) consecutive days during the term of this Agreement. These provisions shall not apply if the Property is closed and operation is temporarily discontinued therein on account of strikes, lockouts, acts of nature, or similar causes beyond the reasonable control of NCLHFP. Any exceptions must be submitted in writing to the City Manager or designee for approval. ARTICLE 15 DAMAGE OR DESTRUCTION 15.1 NCLHFP' Duty to Repair Casualty. NCLHFP shall, as expeditiously as reasonably possible, repair any damages to the Property caused by fire, earthquake, or any other identifiable event of a sudden, unexpected, or unusual nature ("Casualty"), and repair, restore, and replace any such damaged or destroyed Fixtures, Improvements or Personal Property ("Casualty Repairs"). Any Casualty Repairs made under this Article 15 are: (a) To be performed at NCLHFP's sole cost and expense; (b) To be performed except as otherwise provided in this Article 15; and are (c) Subject to all other terms and conditions of this Agreement. 15.2 Construction Provisions. In the event of any reconstruction of the Property, Fixtures or Improvements required of NCLHFP pursuant to this Article, NCLHFP shall repair the Property, and repair or rebuild such Fixtures and Improvements, to substantially the same condition they were in immediately preceding such Casualty. 15.3 No Abatement. In the event of reconstruction, replacement, or repair by NCLHFP pursuant to this Article, NCLHFP shall continue its operations on the Property during any such period to the extent reasonably practicable from the standpoint of prudent business management, and in continuing compliance with applicable laws and regulations. NCLHFP shall not be entitled to any compensation or damages from CITY for: (a) loss of use of the whole or any part of the Property; (b) NCLHFP's Personal Property; or (c) any inconvenience or annoyance occasioned by such damage, reconstruction, or replacement. 15.4 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the contrary, if, at any time after the Commencement Date, (a) the Improvements are damaged or destroyed to the extent of more than twenty-five percent (25%) of their replacement cost, or (b) the damage is such that the Improvements cannot be repaired and 310 of 338 Attachment No. 3 restored within one hundred and eighty (180) days after the Casualty, then NCLHFP shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to the CITY. ARTICLE 16 EMINENT DOMAIN 16.1 Condemnation. NCLHFP may terminate this Agreement within twenty (20) days after the date that a condemning authority (by a party other than the CITY) takes possession of the Property by delivery of written notice of such condemnation if: (a) If all of the Property is taken under eminent domain proceedings; or (b) less than all of the Property is taken under such eminent domain proceeding and the part taken substantially impairs the ability of NCLHFP to use the remainder of the Property for the purposes permitted by this Agreement. In the absence of such written notice from a condemning authority, NCLHFP may terminate this Agreement within twenty (20) days after the condemning authority shall have taken possession. 16.2 Continuation of Operating Agreement after Condemnation. If this Agreement is not terminated by NCLHFP, it shall remain in full force and effect as to any portion of the Property remaining, and this Agreement will end as of the date possession of the part taken by the public entity as to the part of the Property that is taken. 16.3 Award. All monies>>warded in any condemnation shall belong to the CITY. The CITY shall have no r E;'_ty to NCLHFP for any award not provided by the condemning authority. ARTICLE 17 SALE OR MORTGAGE BY CITY 17.1 Sale or Mortgage. The CITY may, pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time, and without the consent of NCLHFP, vacate, sell, purchase, exchange, transfer, assign, lease, encumber or convey the CITY's interest in whole or in part, in the Property (collectively referred to in this Article as a "Sale"). The CITY shall provide to NCLHFP written notice of the CITY's intent to a Sale or discontinuance pursuant to this Article at least ninety (90) days prior to said proposed transfer. 17.2 Release on Sale. From and after a Sale or discontinuance of the CITY's entire interest in the Property, the CITY shall be released from all liability to NCLHFP and NCLHFP successors and assigns arising from this Agreement because of any act, occurrence, or omission of the CITY occurring after such Sale. 311 of 338 Attachment No. 3 ARTICLE 18 CITY'S RIGHT OF ACCESS 18.1 Right of Entry. CITY, its agents, employees, and contractors may enter the Property at any time with or without notice to NCLHFP to: (a) respond to health and safety concerns; (b) inspect the Property and Improvements; (c) determine whether NCLHFP is complying with its obligations in this Agreement (including its obligations with respect to compliance with Hazardous Materials Laws) (d) post notices of non -responsibility or similar notices (e) inspect the progress of construction of any improvement; or (fj make repairs that this Agreement requires or allows CITY to make, or make repairs to any adjoining space or utility services, or make repairs, alterations, or improvements to any other portion of the Property All work enumerated in this Article 18.1 must be done as promptly as reasonably possible and so as to cause as little interference to NCLHFP as reasonably possible. ARTICLE 19 NOTICES 19.1 Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement to or on the other, such notice or demand shall be in writing, mailed or personally delivered to the other party at the addresses specified below. Mailed notices shall be sent by United States Postal Service, postage prepaid and shall be deemed to have been given, delivered, and received three (3) business days after the date such notice or other communication is posted by the United States Postal Service. All other such notices or other communications shall be deemed given, delivered, and received upon actual receipt. Either party may, by written notice delivered pursuant to this provision, at any time designate a different address to which notices shall be sent. CITY: CITY OF NATIONAL CITY City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 With a copy to: Housing & Economic Dev. Manager City of National City 140 East 12th Street, Suite B National City, CA 91950 312 of 338 Attachment No. 3 NCLHFP: National City Living History Farm Preserve, Inc. Executive Director 1808 "F" Avenue National City, CA 91950 ARTICLE 20 NON-DISCRIMINATION 20.1 Non -Discrimination. NCLHFP hereby covenants by and for itself, its successors, assigns and all persons claiming under or through it, that this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, age, color, creed, religion, sex, sexual orientation, marital status, national origin, physical handicap, medical condition or ancestry in the use, operation, or enjoyment of the Property. ARTICLE 21 A'`', RECORDS, ACCOUNTS, AND AUDITS 21.1 NCLHFP's Duty to Keep Records. NCLHFP shall, at all times during the Term, and for a period of five (5) years following expiration or earlier termination of this Agreement, keep or cause to be kept, true and complete books, records and accounts of all (a) construction undertaken pursuant to the rights conferred on NCLHFP under this Agreement, and (b) financial transactions in the operation of all business activities, of whatever nature, conducted pursuant to the rights granted by this Agreement. Such records shall also include the source and disposition of all trash and other waste collected and disposed of by NCLHFP in the operation of its business. Said records must be supported by source documents such as receipts, invoices, sales slips, cash register tapes, purchase invoices or other pertinent documents. 21.2 CITY's Right to Audit. All NCLHFP books, accounts, and records shall be kept and made available at one location within the limits of the County of San Diego. The CITY shall have the right at any reasonable time to examine and perform audits of NCLHFP's records pertaining to (a) construction undertaken pursuant to the rights conferred on NCLHFP under this Agreement, and (b) its operations on the Property, including, without limitation, any records pertaining to NCLHFPs' use of utilities on the Property. The cost of said audits shall be borne by the CITY, except that NCLHFP shall provide to the CITY, at NCLHFP's expense, necessary data to enable the CITY to fully comply with each and every requirement of the State of California or by the United States of America for information or reports relating to this Agreement and to NCLHFP's use of the Property. ARTICLE 22 ADMINISTRATIVE PROVISIONS 22.1 Authority. NCLHFP represents and warrants that it has full power and authority to execute and fully perform its obligations under this Agreement pursuant to its governing 313 of 338 Attachment No. 3 instruments, without the need for any further action, and that the person executing this Agreement on behalf of NCLHFP is the duly designated agent of NCLHFP and is authorized to do so. 22.2 Captions. The captions and headings appearing in this Operating Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions of this Agreement. 22.3 CITY Approval. Except where stated in this Agreement to the contrary, the phrases "CITY approval," and "CITY's written approval" or such similar phrases shall mean approval of the City Manager or designee, which approval shall not be unreasonably withheld. 22.4 Cumulative Remedies. In the event of a default under this Agreement, each party's remedies shall be limited to those remedies set forth in this Agreement. Any such remedies are cumulative and not exclusive of any other remedies under this Agreement to which the non -defaulting party may be entitled. 22.5 Entire Agreement. This Agreement, together with all addenda and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior or contemporaneous agreements, understandings and representations, oral or written, are superseded. 22.6 Exhibits. All exhibits referred tom m are G ached hereto and incorporated by reference: Exhibit "A": Legal description of the Property 22.7 Force Majeure. If either party is prevented or delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, acts of terrorism, civil commotion and fire or other casualty, legal actions attacking the validity of this Agreement or the CITY or NCLHFP's operations of the Property, or any other casualties beyond the reasonable control of either party ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto. 22.8 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California. 22.9 Independent Contractor. NCLHFP acknowledges that it is an independent contractor; that it alone retains control of the manner of conducting its activities in furtherance of this 314 of 338 Attachment No. 3 Agreement; and that it, as well as any persons, contractors or agents it may employ, are not employees of CITY for any purpose. 22.10 Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. 22.11 NCLHFP's Agreement Administration. NCLHFP confirms that NCLHFP's Agreement Administrator has been given full operational responsibility for compliance with the terms of this Agreement. NCLHFP shall provide the CITY with a written schedule of its normal hours of business operation on the Property, and NCLHFP's Agreement Administrator, or a representative designated thereby, shall be available to the CITY during NCLHFP's normal business hours, to resolve problems or answer question pertaining to this Agreement and NCLHFP's operations on the Property. 22.12 Modification. The provisions of this Agreement may not be modified, except by a written amendment signed by both parties. 22.13 Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision shall be valid and enforceable to the fullest extent permitted by law. 22.14 Successors & Assigns. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, except as may otherwise be provided herein. NCLHFP shall not assign this agreement to any other party unless approved in writing by • the CITY. 22.15 Time of Essence. Time is of the essence of each and every provision of this Agreement. 22.16 Waiver. No provision of this Operating Agreement or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed. IN WITNESS WHEREOF, the CITY and NCLHFP have duly executed this Agreement as of the day and year first above written. CITY OF NATIONAL CITY (CITY) NATIONAL CITY LIVING HISTORY FARM PRESERVE, a California non- profit corporation (NCLHFP) By: By: Ron Morrison, Mayor (Name) (Print) 315 of 338 Attachment No. 3 APPROVED AS TO FORM: (Title) Angil P. Morris -Jones By: Roberto M. Contreras By: (Name) Deputy City Attorney (Print) (Title) c)c 316 of 338 Attachment No. 4 MAINTENANCE AND OPEti• I GREEMENT by and between CITY OF NATIONAL CITY and THE NATIO CITY HISTORICAL SOCIETY Dated as of , 2018 317 of 338 Attachment No. 4 TABLE OF CONTENTS SECTION HEADING PAGE Recitals ARTICLE 1 Terms of Agreement ARTICLE 2 The Property ARTICLE 3 Permitted Uses ARTICLE 4 Utilities ARTICLE 5 Repairs and Maintenance ARTICLE 6 Improvements; Alterations ARTICLE 7 Mechanics' Liens; Stop Noti ARTICLE 8 Taxes ARTICLE 9 Indemnifications and Ins ARTICLE 10 Termination ARTICLE 11 Hazardous Mate ARTICLE 12 Assignment ARTICLE 13 ults by Historical Society or by City; Remedies ARTICLE 14 Abandonment "' ARTICLE 15 Damage or Dest g tion ARTICLE 16 Eminent Domain ARTICLE 17 Sale or Mortgage by City ARTICLE 18 City's Right of Access ARTICLE 19 Notices ARTICLE 20 Non -Discrimination ARTICLE 21 Records, Accounts, and Audits ARTICLE 22 Administrative Provisions 318 of 338 Attachment No. 4 MAINTENANCE AND OPERATING AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE NATIONAL CITY HISTORICAL SOCIETY This Maintenance and Operating Agreement (the "Agreement") is entered into as of , 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and the National City Historical Society, a California non-profit corporation (the "Historical Society"). RECITALS A. WHEREAS, the CITY owns the improved real property commonly known as the Frank Kimball House, located at 923 "A" Avenue, National City, California (the "Property"). The improvements on the Property are referred to as the "Kimball House". A legal description of the Property is attached hereto as Exhibit "A" and i orporated herein by reference. B. WHEREAS Article 11, Section 7 of the California Constitution empowers the City to provide for the health and welfare of its residents. ttp C. WHEREAS, the CITY desires to enter into a Maintenance & Operating Agreement due to the special services to be performed under this Agreement for the City and to facilitate a more collaborative relationship between the CITY and the operator of the Property. D. WHEREAS, one of the goals of the CITY"s General Plan is to develop educational experiences capable of promoting the cultural heritage of the City and lifting the spirits of residents and visitors to National City. E. WHEREAS, the CITY &sites The services of an organization to maintain and operate the Property in a manner beneficial to the public. F. WHEREAS, the CITY has further determined that the Historical Society is skilled in maintaining a cultural and educational program to encourage an understanding and appreciation of National City history for the benefit of National City residents and visitors. G. WHEREAS, the CITY wishes to have the Historical Society maintain and operate the Property as an educational and cultural resource for the community's benefit, and the Historical Society is willing to operate and maintain the Property for such a purpose. NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the promises and covenants hereinafter set forth, the parties agree as follows: 319 of 338 Attachment No. 4 ARTICLE 1 TERM OF AGREEMENT 1.1 Term. The term of this Agreement shall be sixty (60) months, commencing October 1 2018 (the "Commencement Date") and expiring on October 31, 2023. 1.2 Option to Extend Term. If the Historical Society is not in default of any provision of this Agreement upon the expiration of the term described in Article 1.1, the City Manager or designee may extend the term for up to three (3) additional sixty (60) month periods. The initial sixty -month term, and any extension pursuant to this Article 1.2, shall collectively be referred to hereafter as the "Term." ARTICLE 2 THE PROPERTY 4ik, 2.1 License for Use of Property. The CITY grants the Historical Society a revocable license to enter and operate the Property for the purpose of (a) maintaining the historic nature of the Property and (b) operating a museum for the benefit of National City residents and visitors. The Historical Society's revocable license is subject to the covenants and requirements of this Agreement as of the Commencement Date. The Historical Society shall only have access to the first floor. However, the Historical Society may appoint one of its members as a caretaker to reside on the second floor of the Property. The caretaker must pay for the utilities for the second floor and provide security for the building. The caretaker must be approved by the CITY. 2.2 Ownership of Personal Property and Improvements. The rights and obligations of the parties regarding the ownership of personal property and improvements on the Property shall be as follows: 2.2.1 Ownership of Personal Property. All improvements existing on the Property (Improvements), together with all fixtures permanently attached to the Property (Fixtures), as of the Commencement Date shall remain the property of the CITY during the Term. The Historical Society shall not remove any Improvements or Fixtures from the Property and shall also not waste, destroy, or modify any Improvements or Fixtures on the Property, except as permitted by this Agreement. 2.2.2 Ownership of Improvements and Equipment. All improvements made to the property by the Historical Society shall become the property of the CITY. ARTICLE 3 PERMITTED USE 3.1 Purpose. The parties intend that the operation of the Property by the Historical Society will provide an opportunity for the community to tour a historic Italianate style home and provide an educational and cultural resource within National City. 320 of 338 Attachment No. 4 3.2 Operations Plan. The Historical Society must submit a written operations plan to the City that addresses all aspects of maintaining and operating the Property. This written operations plan must include, but will not be limited to, descriptions of the following: 1) Hours of operation; 2) Proposed activities or facilities available to the public; 3) The number of employees or volunteers; 4) Visitor safety and property security; 5) Capital improvements; 6) Property, building, and grounds preservation; 7) Sources of funding, fundraising plan; 8) Community outreach; 9) Parking; 10) Lighting; 11) Handicap accommodations. 3.3 Hours of Operation. The Historical Society will open the Property to the public Saturday and Sunday from 1 lam to 1 p.m. and also for public special events scheduled in advance of the event. The Historical Society shall post, in a location visible from "A" Avenue, the hours of operation. 3.4 Service Fees. The Historical Society shall not provide any programs and services for profit. However, the Historical Society may charge user fees for classes and programs offered to school groups and the community to offset costs incurred by the Historical Society in its maintenance and operation of the Property. Any fees charged under this Article 3.4 must be approved by the City Manager or designee. The public shall pay no fee to gain access to the Property during those hours of operation listed in this Article 3. 3.5 Reporting by the National City Historical Society. The Historical Society shall provide annual reports to the CITY that identify the total number of: (a) National City residents who participated in Historical Society events; (b) participants and volunteers who participated in Historical Society events; (c) events and programs coordinated by the Historical Society; (c) capital projects completed; (e) operating and maintenance plans; and (f) any other relevant statistics. The information required to appear in the annual reports by this Article 3.5 will be referred to as "Statistical Information." Each annual report will include all previous years' worth of Statistical Information, if any. The Historical Society will deliver the annual report to the CITY at a mutually agreeable date and time. 3.6 Annual Budget. The Historical Society shall provide to the CITY a proposed budget for the Historical Society's estimated maintenance and operating expenses for the Property by August 1st of each year during the term of this Agreement. The Historical Society shall provide to the CITY an audited financial report and tax returns, no later than August 1 of each year during the term of this Agreement. 3.6.1 Advertising Donation. The City will donate the sum of Five Thousand Dollars ($5,000.00) to the Historical Society to be used for: (a) promotional materials; (b) 321 of 338 Attachment No. 4 the printing informational brochures; and (c) for such other activities that will advertise the Frank Kimball House and National City in a positive manner. At each anniversary of the Commencement Date, the Historical Society shall provide the City a report detailing the use of all funds described in this Article 3.6.1. 3.7 Volunteer Management. The Historical Society may utilize volunteers to operate the Property, and in providing the Projects required by this Agreement. The Historical Society is responsible for recruiting, training, and managing all volunteers on the Property. Volunteers are considered the responsibility of the Historical Society for the purpose of workers compensation or general liability. 3.8 Alcohol Use. The Historical Society may hold events on the Property where alcoholic beverages are served. Alcoholic beverages shall be served subject to the following requirements: • Alcohol will not be served during youth programming under any circumstances. • Alcohol will be served in limited areas of the Property, designated by the Historical Society in advance, and approved by the City Manager or designee. • Alcoholic beverages must be served by a licensed bartender, with a copy of the bar -tender's license on the Property. • The event host must obtain approval from the state Department of Alcoholic Beverage Control to serve alcohol. • The event host is responsible for all guest behavior during and following the service of alcohol. 3.9 • "Last call" scheduled Third -Part Rentals rvice of alcohol shall be at least thirty (30) minutes prior to the f the event. the Property to a third ibited. der no circumstance shall the Historical Society rent 3.10 Consideration. Historical Society's payment of $1.00 to the CITY, and its performance under this Agreement, shall serve as the sole consideration due the CITY for Historical Society's license to use and operate the Property. 3.11 Compliance with Laws. The Historical Society, at its sole expense, shall procure, maintain, and hold available for the CITY's inspection any governmental license or permit required for the proper and lawful conduct of the Historical Society's operation of the Property. The Historical Society shall not use the Property for any use or purpose in violation of the laws of the United States of America, or the laws, ordinances, regulations, orders, or requirements of the State of California, the County of San Diego, the CITY, or of other lawful authorities. The Historical Society shall, at its sole expense, comply with all applicable statutes, laws, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements in effect during the Term (Laws or Orders), regulating the use by the Historical Society of the Property. 322 of 338 Attachment No. 4 3.11.1 Any programs, activities, or events that are not provided for in this Agreement may, in the CITY's sole discretion, require a Temporary Use Permit (TUP) or other permit as required by the CITY. 3.11.2 Cannabis Cultivation Prohibited. Notwithstanding any other provision in this Agreement, or in this Article 3.11, the Historical Society shall neither: (a) cultivate; (b) allow the cultivation of; (3) sell; nor (4) allow the sale of cannabis at the Property. ARTICLE 4 UTILITIES 4.1 Utility Services. The CITY shall be responsible for maintaining reasonable utility services to the Property. The Historical Society shall provide and pay for all utilities or services necessary for its use and operation of the Property's first floor during the Term, including water, electricity, trash, and sewer charges. The Historical Society shall pay directly to the applicable utility company such charges, and the City shall have no obligation to pay for such utility services.11%11, ARTICLE 5 REPAIRS; MAINTENANCE 5.1 Historical Society's Repair and Maintenance Obligations. The Historical Society acknowledges that it has made a thorough inspection of the Property and that it accepts the Property "as -is" as of the Commencement Date. At the Historical Society's own cost and expense, the Historical Society shall repair, replace, and maintain the Property in good, tenable condition as necessary. The Historical Society shall not be obligated to repair or replace damage to the Property caused by ordinary wear and tear. The Historical Society shall maintain the Property in an accessible manner for use by individuals with disabilities and comply with federal and state law regarding accessibility, including but not limited to the Americans with Disabilities Act and California's Disabled Persons Act. Other than repair work in emergency situations not exceeding Three Thousand and no/100 Dollars ($3,000), the Historical Society shall not perform any repair work without the CITY's prior written consent. As used in this Article 5.1, "emergency" means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services. All emergency repairs performed by the City on the Property are governed by Public Contract Code Section 22050. The Historical Society's obligations under this Article shall apply regardless of whether the repairs, restorations, and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital, the fault or not the fault of the Historical Society, its agents, employees, volunteers, invitees, visitors, or contractors. All replacements made by the Historical Society shall be of like size, kind, and quality to the items replaced. 323 of 338 Attachment No. 4 5.2 CITY Repair and Maintenance Obligations. For any repair and maintenance work exceeding Three Thousand and no/100 Dollars ($3,000), the CITY will consider the nature and priority of the work and available funding to determine if and when such repairs will be completed. 5.3 CITY Right to Inspect; CITY Not Obligated to Repair or Maintain. The Historical Society shall permit the CITY to enter the Property at all times during usual hours of operation to inspect the Property. Any entry pursuant to this Article 5.3 shall not unreasonably interfere with the Historical Society's operation of the Property. However, nothing contained in this Article 5 shall create any duty on the part of the CITY to do any work which, under any provision of this Agreement, the Historical Society may be required to do. ARTICLE 6 IMPROVEMENTS; ALTE IONS 6.1 Alterations. The Historical Society may alter, replace, add to, change, or construct additional improvements to the Property (collectively, "Alterations") as the Historical Society may find necessary or convenient for its operation of the Property. Any Alterations performed by the Historical Society under this Article 6.1 shall be performed: (a) at the Historical Society's sole cost and expense; (b) with the CITY's prior written consent; and (c) in accordance with con%uction plans submitted to and approved by the CITY. 6.2 Construction Permits and Licenses. At all times during the Term, the Historical Society shall procure, at its sole cost and expense, all permits and licenses that are necessary or required from any local governmental agency for the proposed construction of any Alterations. T ITY may, in its sole discretion, waive CITY permitting fees where applicable. 6.3 Proposed Plans. In i sole discretion, the CITY may require the Historical Society to do any of the following: • Submit a complete set of proposed plans of any Alterations to the CITY; • Apply for and receive a permit from the Building Depai twent to complete any Alterations; • Within sixty (60) days of a written request, furnish the CITY with a complete set of "as -built" plans for any CITY -approved Alterations. 6.4 Prevailing Wages. The Historical Society shall comply with prevailing wage statutes for any work not performed by volunteers. ARTICLE 7 MECHANICS' LIENS; STOP NOTICES 324 of 338 Attachment No. 4 7.1 Mechanics' Liens; Stop Notices. The Historical Society shall pay, or cause to be paid, the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics Lien Law in effect at time and place of construction, done by it, or caused to be done by it, on the Property, and for all materials furnished for or in connection with any such work. If any lien or stop notice is filed against the Property, the Historical Society shall cause the lien or stop notice to be discharged of record within one hundred eighty (180) days after it is filed. The Historical Society shall indemnify, defend, and hold the CITY harmless from any and all liability, loss, damage, costs, attorneys' fees, and all other expenses on account of claims of lien of laborers, materialmen, or others for work performed, or materials or supplies furnished for the Historical Society or persons claiming under the Historical Society. 7.2 Notice of Lien or Stop Notice. Should any claim of lien or stop notice related to the Historical Society's work of improvement of the Property be filed against the Property, or any action be filed against the Property, or any action affecting the title to the Property be commenced, the party receiving notice of such lien or stop notice or action shall immediately give the other party written notice thereof. 7.3 Notice of Non -Responsibility. The CITY or its representatives 'shall have the right to post and keep posted on the Property notices of non -responsibility or such other notices which the CITY may deem to be proper for the protection of the CITY's interest in the Property. The Historical Society shall, before the commencement of any work which might result in any such lien or stop notice, give to the CITY written notice of its intention to do so with sufficient time to enable posting of such notices. ARTICLE 8 ilk TAXES 8.1 Definition. "Taxes" shall mean Axes, axes, governmental bonds, special assessments, charges, or transfer taxes, license and transaction fees, including, but not limited to, (a) any state, local, federal income tax, or any real or personal property tax, (b) increases in taxes attributable to the Historical Society's operation of the Property, or (c) any taxes which are essentially payments to a governmental agency, other than the CITY, for the right to make improvements to the Property. 8.2 Possessory Interest. Notwithstanding Article 2.1, the Historical Society acknowledges that this Agreement may create a possessory interest subject to property taxation and that the Historical Society may be subject to the payment of taxes levied on such interest. The Historical Society shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon the Property. 8.3 Responsibility for Payment of Taxes. The CITY shall not be obligated to pay any Taxes accruing against any interest in the Historical Society's use of the Property at any time before or during the Term. The Historical Society shall pay any Taxes that accrue against any interest in the Historical Society's use of the Property. Additionally, the Historical 325 of 338 Attachment No. 4 Society shall pay any Taxes levied upon any Improvements, Fixtures, or Personal Property located on the Property to the extent such Taxes result from the Historical Society's operations or other activities held upon, or in connection with, the Property. ARTICLE 9 INDEMNIFICATION AND INSURANCE 9.1 Historical Society Indemnity. The CITY shall not be liable for, and the Historical Society shall defend, indemnify, and hold harmless the CITY, its officers, officials, agents, employees, and volunteers from any and all claims, costs, liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims resulting from, related to, or arising out of the Historical Society's improvement, operation or use of the Property, or arising either directly or indirectly from any act, error, omission, or negligence of the Historical Society or its contractors, licensees, invitees, members, agents, servants or employees; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, officials, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and the Historical Society shall employ competent counsel, reasonably acceptable to the CITY'S City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9.1.1 Third Party Indemnity. The Historical Society shall not invite third party organizations onto the Property until said third party organization furnishes CITY a written agreement in which it indemnifies and holds CITY harmless, upon terms satisfactory to CITY. 9.1.2 Waivers from Third Parties. The Historical Society agrees to obtain from all guests, invitees, or third party organizations whose participants visit the Property, a waiver of liability and hold harmless agreement upon terms satisfactory to the CITY. 9.2 Insurance. The Historical Society, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, and third party organizations the Historical Society invites onto the Property, to purchase and maintain throughout the term of this Agreement, the following insurance policies: 9.2.1 Commercial General Liability Insurance (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its 326 of 338 Attachment No. 4 operations under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location." The Commercial General Liability required by this Article must include Sexual Misconduct Liability coverage. 9.2.2 Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("Any Auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. 9.2.3 Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of the Historical Society's employees, and employers' liability insurance with limits of at least°$1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 9.2.4 Property Insurance against all risks of loss to any improvements or betterments made by the Historical Society, or any third party with permission from the Historical Society, at full replacement cost with no coinsurance penalty provision. 9.2.5 The aforesaid policies shall constitute primary insurance, at least as broad as ISO CG 20 01 04 13, as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in Article 9.2.7 below, of cancellation or material change. 9.2.6 If required insurancescoverage is provided on a "claims made" rather than "occurrence" form, the Historical Society shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 9.2.7 The Certificate Holder for all policies of insurance required by this Article 9.2 shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 327 of 338 Attachment No. 4 9.2.8 Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 9.2.9 This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the Historical Society does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 9.2.10 All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 9.32, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9.2.11 If the Historical Society maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the Historical Society. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. ARTICLE 10 TERMINATION 10.1 This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the Historical Society. During said 60-day period, the Historical Society shall perform all services in accordance with this Agreement. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the Historical Society in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Termination with or without cause shall be effected by delivery of written Notice of Termination to the Historical Society as provided for herein. The CITY further reserves the right to immediately terminate this Agreement upon: (a) the filing of a petition in bankruptcy affecting the Historical Society; (b) a reorganization of the Historical Society for the benefit of creditors; or (c) a business reorganization, change in business name or change in business status of the Historical Society. ARTICLE 11 HAZARDOUS MATERIALS 328 of 338 Attachment No. 4 Hazardous Materials Laws -Definition. As used in this Article, the term "Hazardous Materials' Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law") relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions on, under, or about the Property, soil and ground water conditions, or other similar substances or conditions. The following legal authority is a non -exhaustive list of the legal authority that applies to the definition of the term "Hazardous Materials Laws": • the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) • the Hazardous Materials Transportation Act, as amended (49 U.S.C., Section 1801 et seq.), and • the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C., Section 6901 et seq.) _ 11.2 Hazardous Materials - Definition. As used in thisArticle the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: 11.2.1 is a flammable, explosive, asbestos radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentiallyinjurious by itself or in combination with other materials; 11.2.2 is con d, referred to, desigNnat in or governed by any Hazardous Materials Laws; j 11.2.3 gives rise to any reporting, notice or publication requirements under any Hazardous Materials Laws, or; 11.2.4 is any other material or substance giving rise to any liability, responsibility or duty upon the CITY or the Historical Society with respect to any third person under any Hazardous Materials Law. 11.3 Historical Society Representations and Warranties. The Historical Society represents and warrants that, during the Term or any extension thereof, the Historical Society shall comply with the following provisions of this Article unless otherwise specifically approved in writing by the CITY, subject to the terms and conditions of the Historical Society's maintenance obligations provided elsewhere in this Agreement: 11.3.1 The Historical Society shall not cause or permit any Hazardous Materials to be brought, kept or used in or about the Property by the Historical Society, its agents, 329 of 338 Attachment No. 4 employees, assigns, contractors or invitees, except as required by the Historical Society's permitted use of the Property in the normal course of operations; 11.3.2 Any handling, transportation, storage, treatment, or usage by the Historical Society of Hazardous Materials that is to occur on the Property following the Commencement Date shall be in compliance with all applicable Hazardous Materials Laws; 11.3.3 Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials which may occur on the Property following the Commencement Date shall be promptly and thoroughly cleaned and removed from the Property by the Historical Society at its sole expense, and any such discharge shall be promptly reported in writing to the CITY, and to any other appropriate governmental regulatory authorities; 11.3.4 No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located by the Historical Society on the Property; 111 11.3.5 No underground improvements, including but not limited to)treatment or storage tanks, or water, gas or oil wells shall be located by the Historical Society on the Property without the CITY's prior written consent; 11.3.6 The Historical Society shall promptly supply the CITY with copies of all notices, reports, correspondence, and submissions made by the Historical Society to the United States Environmental Protection Agency, the United Occupational Safety and Health Administration, and any other local, state or federal authority which requires submission of any information concerning environmental matters or hazard astes or substances pursuant to applicable Hazardous Materials' Laws; aok 11.3.7 The Historical Society shall promptly notify the CITY of any liens threatened or attached against the Property pursuant to any Hazardous Materials' Law. If such a lien is filed against the Property, then, within the earlier of (i) twenty (20) days following such filing, or (ii) before any governmental authority commences proceedings to sell the Property pursuant to the lien, the Historical Society shall either: (a) pay the claim and remove the lien from the Property, or (b) furnish either: (1) a bond or cash deposit reasonably satisfactory to the CITY in an amount not less than the claim from which the lien arises, or; 330 of 338 Attachment No. 4 (2) other security satisfactory to the CITY in an amount not less than that which is sufficient to discharge the claim from which the lien arises. 11.3.8 At the end of this Agreement, the Historical Society shall surrender the Property to the CITY free of any and all Hazardous Materials and in compliance with all Hazardous Materials' Laws affecting the Property. ARTICLE 12 ASSIGNMENT; THIRD PARTY USE OF PROPERTY 12.1 Assignment; CITY's Consent Required. The Historical Society shall not voluntarily or involuntarily assign or otherwise transfer all or any portion of its rights and duties under this Agreement without the CITY's prior written consent. Any attempted assignment or transfer without the CITY's prior written consent sh. _ be void. 12.2 Third Party Use of the Property. Consistent wi$Arti the Historical Society shall not rent the Property to third party organization ARTICLE 13 DEFAULTS BY HISTORICAL SOCIETY OR BY CITY; REMEDIES 13.1 Events of Default; Remedies. The following sub -articles shall apply if either the Historical Society or the CITY neglects, fails to perform, or fails to observe any of their respective obligations under the terms, covenants, or conditions contained in this Agreement ("Defau 13.1.1 Thin -Da determines that the other party is the defaulting party written notic Default. ault. either the Historical Society or the CITY efault, then the non -defaulting party must provide the Default and thirty (30) days to correct the 13.1.2 Extended Correctio of Default. If the defaulting party determines that more than thirty (30) days is required to correct the Default, the defaulting party must provide the other party written notice of the reasons why additional time is required to correct such Default. The defaulting party must use diligent efforts to correct a Default under this Article 13.1.2 and, in any case, must correct such Default within ninety (90) days from the date of the written notice of default. 13.1.3 Remedies for Failure to Correct Default. If the defaulting party fails to comply with Article 13.1.1. or 13.1.2, then the non -defaulting party may immediately terminate this Agreement. The defaulting party shall be liable to the non -defaulting party for any and all damages sustained by the non -defaulting party as a result of the defaulting parties' breach. ARTICLE 14 331 of 338 Attachment No. 4 ABANDONMENT 14.1 Abandonment. The Historical Society shall not vacate or abandon the Property at any time during the Term nor permit the Property to remain unoccupied for a period of longer than five (5) consecutive days during the term of this Agreement. These provisions shall not apply if the Property is closed and operation is temporarily discontinued therein on account of strikes, lockouts, acts of nature, or similar causes beyond the reasonable control of the Historical Society. Any exceptions must be submitted in writing to the City Manager or designee for approval. ARTICLE 15 DAMAGE OR DESTRUCTION 15.1 Historical Society's Duty to Repair Casualty. The Historical Society shall, as expeditiously as reasonably possible, repair any damages to the Property caused by fire, earthquake, or any other identifiable event of a sudden, unexpected, or unusual nature ("Casualty"), and repair, restore, and replace any such damaged or destroyed Fixtures, Improvements or Personal Property ("Casualty Repairs"). Any Casualty Repairs made under this Article 15 are: (a) To be performed at the Historical Society sole cost and expense; (b) To be performed except as otherwise provided in this Article 15; and are (c) Subject to all other terms and conditions of this Agreement. 15.2 Construction Provisions. In the event of any reconstruction of the Property, Fixtures or Improvements required of the Historical Society pursuant to this Article, the Historical Society shall repair the Property, and repair or rebuild such Fixtures and Improvements, to substantially the same condition they were in immediately preceding such Casualty. 15.3 No Abatement. In the event of reconstruction, replacement, or repair by the Historical Society pursuant to this Article, the Historical Society shall continue its operations on the Property during any such period to the extent reasonably practicable from the standpoint of prudent business management, and in continuing compliance with applicable laws and regulations. The Historical Society shall not be entitled to any compensation or damages from CITY for: (a) loss of use of the whole or any part of the Property; (b) the Historical Society's Personal Property; or (c) any inconvenience or annoyance occasioned by such damage, reconstruction, or replacement. 15.4 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the contrary, if, at any time after the Commencement Date, (a) the Improvements are damaged or destroyed to the extent of more than twenty-five percent (25%) of their replacement cost, or (b) the damage is such that the Improvements cannot be repaired and restored within one hundred and eighty (180) days after the Casualty, then the Historical Society shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to the CITY. 332 of 338 Attachment No. 4 ARTICLE 16 EMINENT DOMAIN 16.1 Condemnation. The Historical Society may terminate this Agreement within twenty (20) days after the date that a condemning authority (by a party other than the CITY) takes possession of the Property by delivery of written notice of such condemnation if: (a) If all of the Property is taken under eminent domain proceedings; or (b) less than all of the Property is taken under such eminent domain proceeding and the part taken substantially impairs the ability of the Historical Society to use the remainder of the Property for the purposes permitted by this Agreement. In the absence of such written notice from a condemning authority, the Historical Society may terminate this Agreement within twenty (20) day after the condemning authority shall have taken possession. 16.2 Continuation of Operating Agreement after Condemnation. If this Agreement is not terminated by the Historical Society, it shall remain in full force and effect as to any portion of the Property remaining, and this Agreement will end as of the date possession of the part taken by the public entity as to the part of the Property that is taken. 16.3 Award. All monies awarded in any condemnation shall belong to the CITY. The CITY shall have no liability to the Historical Society for any award not provided by the condemning authority. _ ARTICLE 17 SALE OR MORTGAGE BY CITY ti 17.1 Sale or Mortgage. The CITY may, pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time, and without the consent of the Historical Society, vacate, sell, purchase, exchange, transfer, assign, lease, encumber or convey the CITY's interest in whole or in part, in the Property (collectively referred to in this Article as a "Sale"). The CITY shall provide to the Historical Society written notice of the CITY's intent to a Sale or discontinuance pursuant to this Article at least ninety (90) days prior to said proposed transfer. 17.2 Release on Sale. From and after a Sale or discontinuance of the CITY's entire interest in the Property, the CITY shall be released from all liability to the Historical Society and the Historical Society successors and assigns arising from this Agreement because of any act, occurrence, or omission of the CITY occurring after such Sale. ARTICLE 18 CITY'S RIGHT OF ACCESS 333 of 338 Attachment No. 4 18.1 Right of Entry. CITY, its agents, employees, and contractors may enter the Property at any time with or without notice to the Historical Society to: (a) respond to health and safety concerns; (b) inspect the Property and Improvements; (c) determine whether the Historical Society is complying with its obligations in this Agreement (including its obligations with respect to compliance with Hazardous Materials Laws) (d) post notices of non -responsibility or similar notices (e) inspect the progress of construction of any improvement; or (f) make repairs that this Agreement requires or allows CITY to make, or make repairs to any adjoining space or utility services, or make repairs, alterations, or improvements to any other portion of the Property All work enumerated in this Article 18.1 must be done as promptly as reasonably possible and so as to cause as little interference to the Historical Society as reasonably possible. ARTICLE 19 NOTICE 19.1 Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement to or on the other, such notice or demand shall be in writing, mailed or personally delivered to the other party at the addresses specified below. Mailed notices shall be sent by United States Postal Service, postage prepaid and shall be deemed to -have been given, delivered, and received three (3) business days after the date such notice or other communication is posted by the United States Postal Service. All other si notices or other communications shall be deemed given, delivered, and received upon actual receipt. Either party may, by written notice delivered pursuant to this provision, at any time designate a different address to which notices shall be sent. CITY: CITY OF NATIONAL CITY City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 With a copy to: Housing & Economic Dev. Manager City of National City 140 East 12th Street, Suite B National City, CA 91950 Historical Society: National City Historical Society Executive Director 334 of 338 Attachment No. 4 923 A Avenue National City, CA 91950 ARTICLE 20 NON-DISCRIMINATION 20.1 Non -Discrimination. The Historical Society hereby covenants by and for itself, its successors, assigns and all persons claiming under or through it, that this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, age, color, creed, religion, sex, sexual orientation, marital status, national origin, physical handicap, medical condition or ancestry in the use, operation, or enjoyment of the Property. ARTICLE 21 RECORDS, ACCOUNTS, AND UDITS 21.1 Historical Society' Duty to Keep Records. The Historical Society shall, at all times during the Term, and for a period of five (5) years following expiration or earlier termination of this Agreement, keep or cause to be kept, true and complete books, records and accounts of all (a) construction undertaken pursuant to the rights conferred on the Historical Society under this Agreement, and (b) financial transactions in the operation of all business activities, of whatever nature, conducted pursuant to the rights granted by this Agreement. Such records shall also include the source and disposition of all trash and other waste collected and disposed of by the Historical Society in the operation of its business. Said records must be supported by source documents such as receipts, invoices, sales slips, cash register tapes, purchase invoices or other pertinent documents. 21.2 CITY's Right to Audit. All the Historical Society books, accounts, and records shall be kept and made available at one location within the limits of the County of San Diego. The CITY shall have the right at any reasonable time to examine and perform audits of the Historical Society's records pertaining to (a) construction undertaken pursuant to the rights conferred on the Historical Society under this Agreement, and (b) its operations on the Property, including, without limitation, any records pertaining to the Historical Society's use of utilities on the Property. The cost of said audits shall be borne by the CITY, except that the Historical Society shall provide to the CITY, at the Historical Society's expense, necessary data to enable the CITY to fully comply with each and every requirement of the State of California or by the United States of America for information or reports relating to this Agreement and to the Historical Society's use of the Property. ARTICLE 22 ADMINISTRATIVE PROVISIONS 22.1 Authority. The Historical Society represents and warrants that it has full power and authority to execute and fully perform its obligations under this Agreement pursuant to its governing instruments, without the need for any further action, and that the person 335 of 338 Attachment No. 4 executing this Agreement on behalf of the Historical Society is the duly designated agent of the Historical Society and is authorized to do so. 22.2 Captions. The captions and headings appearing in this Operating Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions of this Agreement. 22.3 CITY Approval. Except where stated in this Agreement to the contrary, the phrases "CITY approval," and "CITY's written approval" or such similar phrases shall mean approval of the City Manager or designee, which approval shall not be unreasonably withheld. 22.4 Cumulative Remedies. In the event of a default under this Agreement, each party's remedies shall be limited to those remedies set forth in this Agreement. Any such remedies are cumulative and not exclusive of any other remedies under this Agreement to which the non -defaulting party may be entitled. 22.5 Entire Agreement. This Agreement, together with all addenda and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior or contemporaneous agreements, understandings and representations, oral or written, are superseded. 22.6 Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference: Exhibit "A": Legal roperty 22.7 Force Majeure,: If either party is preventor delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, acts of terrorism, civil commotion and fire or other casualty, legal actions attacking the validity of this Agreement or the CITY or the Historical Society's operations of the Property, or any other casualties beyond the reasonable control of either party ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto. 22.8 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California. 22.9 Independent Contractor. The Historical Society acknowledges that it is an independent contractor; that it alone retains control of the manner of conducting its activities in 336 of 338 Attachment No. 4 furtherance of this Agreement; and that it, as well as any persons, contractors or agents it may employ, are not employees of CITY for any purpose. 22.10 Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. 22.11 Historical Society's Agreement Administration. The Historical Society confirms that the Historical Society's Agreement Administrator has been given full operational responsibility for compliance with the terms of this Agreement. The Historical Society shall provide the CITY with a written schedule of its normal hours of business operation on the Property, and the Historical Society's Agreement Administrator, or a representative designated thereby, shall be available to the CITY during the Historical Society's normal business hours, to resolve problems or answer question pertaining to this Agreement and the Historical Society's operatio on the Property. 22.12 Modification. The provisions of this Agreeme ay modified, except by a written amendment signed by both parties. 22.13 Partial Invalidity. If any provision of this A competent jurisdiction to be invalid or unenf shall not be affected thereby. Each provision s extent permitted by law. terms d by a court of ainder of this Agreement nd enforceable to the fullest 22.14 Successors & Assigns. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, exeept as may otherwise be provided herein. The Historical Society shall not assign this agreement to any other party unless approved in writing by the CITY. N.' 22.15 Time of Essence. Time is of the essence of each and every provision of this Agreement. 22.16 Waiver. No provision of this Operating Agreement or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed. IN WITNESS WHEREOF, the CITY and the Historical Society have duly executed this Agreement as of the day and year first above written. CITY OF NATIONAL CITY (CITY) By: Ron Morrison, Mayor NATIONAL CITY HISTORICAL SOCIETY, a California non-profit corporation (Historical Society) By: (Name) 337 of 338 Attachment No. 4 (Print) APPROVED AS TO FORM: Angil P. Morris -Jones (Title) By: By: (Name) Roberto M. Contreras Deputy City Attorney (Print) 338 of 338