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HomeMy WebLinkAbout FULL PACKET_2020-02-18DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA February 4, 2020 CLOSED SESSION MEETING CLOSED SESSION MEETING OF THE CITY COUNCIL - FEBRUARY 4, 2020, 5:00 P. M. CALL TO ORDER Mayor Pro Tern Villiegas called the closed session meeting at 5:03 p.m. Mayor Pulido and Councilmember Sarmiento arrived at 5:06 p.m. Councilmember Iglesias was absent. COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Bacerra Councilmember Penaloza Councilmember Sarmiento Councilmember Solorio COUNCILMEMBERS Absent: Councilmember Iglesias STAFF Present PUBLIC COMMENTS - Members of the public may address the City Council on items on the Closed Session Agenda. Tim Johnson spoke regarding the amicus brief that was filed before the Supreme Court by seven south county cities. Although the court did not take the case for review, he noted the importance that the cities are bringing up locating shelters in other cities other their own. In addition, he encouraged the City Manager and Council to look at Santa Ana Municipal Code sections 41-1200 and 41-1201, as the sections pertain to SB2 zones, which currently allow any shelter containing under 30 beds to be established by right. Also, spoke on the point and time count, which depicts some north cities along with south cities that are not contributing their fair share in sheltering their respective homeless population, which places a strain on City's resources. Concerning the Central Service Planning area reported by the County, he noted that about fifty percent of the individuals are not from the area. Lastly, he spoke on the Public Information Requests DRAFT CITY COUNCIL MINUTES 1 FEBRUARY 4, 2020 10A-1 he submitted to the Orange County Board of Supervisors, and encourages city staff to submit as well. COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:08 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1A. City of Santa Ana v. County of Orange, et al, United States District Court Case No. SA CV 20-0069-DOC (DFMx) 1 B. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18-0155-DOC (KESx) 1 C. City of Santa Ana v. County of Orange, et al., (Cross -Complaint), U.S. District Court (Central District of California), Case No. SA CV 18-0155-DOC (KESx) 1 D. City of Santa Ana and the People of the State of California v. Orange County Association for Mental Health dba Mental Health Association of California, et al, Orange County Superior Court Case No. 30-2020-01124174- CU-MC-CJC 2. CONFERENCE WITH LEGAL COUNSEL --ANTICIPATED LITIGATION pursuant to paragraph (2) OR (3) of subdivision (d) of Section 54956.9 of the Government Code: One CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. John Funk, Assistant City Attorney, announced that the Council, by unanimous vote, provided staff direction to file a lawsuit against Union Pacific Railroad. ADJOURNED CLOSED SESSION MEETING AT 6:45 P.M. AND CONVENED TO THE REGULAR OPEN SESSION. DRAFT CITY COUNCIL MINUTES 2 FEBRUARY 4, 2020 10A-2 REGULAR OPEN MEETING 5:45 p.m. (Immediately following the Closed Session Meeting) CALL TO ORDER - MAYOR PULIDO Mayor Pulido called the Regular meeting at 6:47 p.m. Councilmember Iglesias was absent. COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Bacerra Councilmember Penaloza Councilmember Sarmiento Councilmember Solorio COUNCILMEMBERS Absent: Councilmember Iglesias STAFF Present I»: IBiel Eel all IIEel 19Eel =JiMytel ZA all IBiel INVOCATION - RUPERT VEGA, POLICE CHAPLAIN REVISED (ADDED #2) CEREMONIAL PRESENTATIONS Ceremonial Presentation Item 2 was heard prior to Item 1. SPECIAL PRESENTATION - Police Department 2019 Year End Review David Valentin, Police Chief, provided a brief presentation after the Closed Session report out from John Funk, Assistant City Attorney. 2. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER PENALOZA recognizing Frankie Amaya for his Outstanding Contributions to the Community. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. PUBLIC COMMENTS — See item 23A. DRAFT CITY COUNCIL MINUTES 3 FEBRUARY 4, 2020 10A-3 CONSENT CALENDAR MOTION: Approve staff recommendations on the following Consent Calendar items: Items 10B through 25A, with the exception of items, 10A, 23A and 25B. MOTION: Mayor SECOND: Councilmember Bacerra Pulido VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JANUARY 21, 2020 {Strategic Plan No. 5, 1) — Clerk of the Council Office MOTION: Approve Minutes. MOTION: Councilmember SECOND: Mayor Pro Tern Villegas Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) ORDINANCES/SECOND READING - In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. DRAFT CITY COUNCIL MINUTES 4 FEBRUARY 4, 2020 10A-4 11A. ADOPT ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING PROPERTIES LOCATED AT 1010 AND 1100-B NORTH TUSTIN AVENUE FROM PROFESSIONAL (P) TO SPECIFIC DEVELOPMENT NO. 95 (SD-95) (AA NO. 2018-09) AND ADOPTING SPECIFIC DEVELOPMENT NO. 95 (SD-95) FOR SAID PROPERTIES {STRATEGIC PLAN NO. 5, 1) — Planning and Building Agency Placed on first reading at the January 21, 2020 City Council meeting and approved by a vote of 4-2 (Penaloza and Solorio dissented and Sarmiento absent). Published in the Orange County Reporter on January 24, 2020. MOTION: Place ordinance on second reading and adopt. This consent Item - Ordinance No. NS-2984 was approved. BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT NICOLAS SANCHEZ NOMINATED BY COUNCILMEMBER IGLESIAS AS THE WARD 6 REPRESENTATIVE (REGULAR) TO THE YOUTH COMMISSION FOR A FULL -TERM EXPIRING DECEMBER 13, 2022 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Nominate Nicolas Sanchez for an appointment to the Youth Commission as a Regular member representing Ward 6. 13B. APPOINT BERENICE BALLINAS NOMINATED BY COUNCILMEMBER BACERRA AS THE WARD 4 REPRESENTATIVE TO THE PERSONNEL BOARD FOR A FULL -TERM EXPIRING DECEMBER 13, 2022 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Nominate Berenice Ballinas for an appointment to the Personnel Board as the Ward 4 representative. 13C. APPOINT WINSTON COVINGTON NOMINATED BY COUNCILMEMBER BACERRA AS THE WARD 4 REPRESENTATIVE TO THE COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION FORA FULL -TERM EXPIRING DECEMBER 13, 2022 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Nominate Winston Covington for an appointment to the Community Redevelopment and Housing Commission as the Ward 4 representative. 13D. APPOINT JACOB DE LEON NOMINATED BY COUNCILMEMBER BACERRA AS THE WARD 4 REPRESENTATIVE (ASSOCIATE) TO THE YOUTH COMMISSION FOR A FULL -TERM EXPIRING DECEMBER 13, 2022 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office DRAFT CITY COUNCIL MINUTES 5 FEBRUARY 4, 2020 10A-5 MOTION. Nominate Jacob De Leon for an appointment to the Youth Commission as an Associate member representing Ward 4. Idl16Yy:14A9►1xi1w=1QIVAI1►16-19:LAIEel 0 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) —City Attorney's Office John Funk, Assistant City Attorney, announced that the Council, by unanimous vote, provided staff direction to file a lawsuit against Union Pacific Railroad. 19B. EXCUSED ABSENCES —Clerk of the Council Office BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN APPROPRIATION ADJUSTMENT FOR $371,250 AND AUTHORIZE A PURCHASE AGREEMENT TOTALING $495,000 FOR REAL PROPERTY ACQUISITION LOCATED AT 2246 S. EVERGREEN STREET (APN 016-212-25) FOR WARNER AVENUE IMPROVEMENTS PHASE 2 (PROJECT NO. 18-6901) (NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) - Public Works Agency 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-110 — Recognizing $371,250 in Measure M2 Competitive, Arterial Capacity Enhancements grant funding from the Measure M-Street Construction revenue account and appropriate the same amount to the Measure M2 Competitive Street, Land expenditure account for property acquisition referenced below. 2. Authorize the City Manager to execute a Purchase Agreement for the real property located at 2246 S. Evergreen Street (APN 016-212-25) in the amount of $495,000 for full acquisition and goodwill (if any) with Hoc Van Nguyen and Dung Thi Vu, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. A-2020-014 was approved. SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD CONTRACTS FOR FENCING CONSTRUCTION, MAINTENANCE AND REPAIRS IN THE ANNUAL AMOUNT OF $100,000 (TOTAL NOT TO EXCEED DRAFT CITY COUNCIL MINUTES 6 FEBRUARY 4, 2020 10A-6 $400,000) (GENERAL FUND) (SPECIFICATION NO. 19-119) {STRATEGIC PLAN NO. 6, 1 B) - Finance and Management Services Agency and Parks, Recreation and Community Services Agency MOTION: Award purchase order contracts for fencing construction, maintenance, and repair for a one-year period from February 1, 2020 to January 31, 2021, with provisions for three one-year renewals exercisable by the City Manager, in an annual amount not to exceed $100,000 to be funded by the General Fund, subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: 1. Valley Cities Gonzales Fence, Inc., Norco, CA 2. Quality Fence Co., Inc., Paramount, CA 3. Q Fence and Fabrication Inc., Chino Hills, CA 22B. AUTHORIZE A PURCHASE ORDER FOR AN AMOUNT NOT TO EXCEED $149,355 TO FAIRWAY FORD SALES, INC. FOR THREE FORD TRANSIT CARGO VANS (SPECIFICATION NO. 19-126) {STRATEGIC PLAN NO. 6,2) - Finance and Management Services Agency and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Fairway Ford Sales, Inc. for three Ford Transit Cargo Vans in the amount of $130,355, plus a contingency of $19,000, for a total amount not to exceed $149,355, subject to non -substantive changes approved by the City Manager and City Attorney. 22C. AUTHORIZE PURCHASE ORDERS FOR AN AMOUNT NOT TO EXCEED $195,286 TO COURTESY CHEVROLET CENTER AND FOLSOM CHEVROLET FOR SIX VEHICLES (ENTERPRISE FUNDS) (SPECIFICATION NO. 19-115) {STRATEGIC PLAN NO. 6, 2) - Finance and Management Services Agency and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase orders for Chevrolet Vehicles in the amount of $128,426 to Folsom Chevrolet and $66,860 to Courtesy Chevrolet, for a total aggregate amount not to exceed $195,286, subject to non -substantive changes approved by the City Manager and City Attorney. IUYi111x"�9Lya_VEel : EilVQ:I:� 69 23A. APPROVE A SUBSTANTIAL AMENDMENT TO THE FISCAL YEAR 2019-20 ANNUAL ACTION PLAN. AMEND THE FISCAL YEAR 2019-20 CAPITAL DRAFT CITY COUNCIL MINUTES FEBRUARY 4, 2020 10A-7 IMPROVEMENT PROGRAM, AND AWARD A CONSTRUCTION CONTRACT TO VIDO SAMARZICH, INC., IN THE AMOUNT OF $1,278,820, FOR THE RESIDENTIAL STREET IMPROVEMENT BISHOP AND RAITT PROJECTS WITH AN ESTIMATED TOTAL CONSTRUCTION DELIVERY COST OF $1,681,207 (PROJECT NOS. 20-7536 & 20-7537) {STRATEGIC PLAN NOS. 5; 6, 1 B, 1 C, & 1 G) - Public Works Agency and Community Development Agency Community Redevelopment and Housing Commission approved recommended action on January 22, 2020 by a vote of 5-0 (Garcia absent). 1. Approve a Substantial Amendment to the Fiscal Year 2019 - 2020 Annual Action Plan in order to reallocate and reprogram $2,155,148 in Community Development Block Grant funds, and authorize its submission to the United States Department of Housing and Urban Development. 2. Approve amendment to the Fiscal Year 2019-2020 Capital Improvement Program adding $1,681,207 to the Residential Street Repair Program for street improvements on Bishop Street and Raitt Street. 3. Award a contract to Vido Samarzich, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $1,278,820, for construction of the Residential Street Improvement projects on Bishop and Raitt Streets, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,681,207, which includes $1,278,820 for the construction contract; $191,766 for contract administration, inspection and testing; $103,000 for design engineering; and a $107,621 project contingency (approximately 8.4 percent of the construction contract amount). PUBLIC COMMENT Johnathan Hernandez spoke regarding item 23A and requested that the item be tabled to discuss the impacts of concrete vs asphalt, the environmental, and fiscal impacts. Mayor Pro Tern Villegas, Councilmembers Penaloza, Sarmiento, and Solorio requested that staff meet with the neighborhood association, provided frequent maintenance, and keep vendor accountable to do good quality work. Motion to adopt as amended: 1. Approve a Substantial Amendment to the Fiscal Year 2019 - 2020 Annual Action Plan in order to reallocate and reprogram $2,155,148 in Community DRAFT CITY COUNCIL MINUTES 8 FEBRUARY 4, 2020 10A-8 Development Block Grant funds, and authorize its submission to the United States Department of Housing and Urban Development. 2. Approve amendment to the Fiscal Year 2019-2020 Capital Improvement Program adding $1,681,207 to the Residential Street Repair Program for street improvements on Bishop Street and Raitt Street. 3. Award a contract to Vido Samarzich, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $1,278,820, for construction of the Residential Street Improvement projects on Bishop and Raitt Streets, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract subject to non - substantive changes approved by the City Manager and the City Attorney. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,681,207, which includes $1,278,820 for the construction contract; $191,766 for contract administration, inspection and testing; $103,000 for design engineering; and a $107,621 project contingency (approximately 8.4 percent of the construction contract amount). 5. Along with the conditions that staff meet with the neighborhood association, provided frequent maintenance, and keep vendor accountable for quality of work. MOTION: Mayor Pro SECOND: Councilmember Solorio Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) AGREEMENTS 25A. APPROVE AN AMENDMENT TO THE AGREEMENT WITH STANTEC TO INCLUDE A WATER RATE ASSISTANCE PROGRAM FEASIBILITY STUDY DRAFT CITY COUNCIL MINUTES 9 FEBRUARY 4, 2020 10A-9 FOR AN AMOUNT NOT TO EXCEED $37,124 (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1 H) — Public Works Agency MOTION: Authorize the City Manager to amend the agreement with Stantec to expand the scope of work to include a Water Rate Assistance Program Feasibility Study and additional community outreach efforts, increasing the compensation by an amount not to exceed $37,124, for a total agreement amount not to exceed $220,124, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. A-2020-015 was approved. 25B. APPROVE AN AMENDMENT TO THE AGREEMENT WITH CHAZEY PARTNERS, INC., IN THE AMOUNT OF $91,735 FOR THE EXPANSION OF THE SCOPE OF WORK FOR THE BUSINESS PROCESSES ASSESSMENT AND IMPLEMENTATION PROJECT, FOR A TOTAL AGREEMENT AMOUNT NOT TO EXCEED $504,735 (NON -GENERAL FUND) {STRATEGIC PLAN NO. 7, 5E) — Public Works Agency MOTION: Authorize the City Manager to execute the First Amendment to the Agreement with Chazey Partners, Inc. for the expansion of the scope of work of the Public Works Agency Business Processes Assessment and Implementation Project to include Building Maintenance, Fleet Services, Central Stores, and City Yard Operations, increasing the agreement amount by $91,735, for a total agreement amount not to exceed $504,735, including expenses, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Motion to Adopt to authorize the City Manager to execute the First Amendment to the Agreement with Chazey Partners, Inc. for the expansion of the scope of work of the Public Works Agency Business Processes Assessment and Implementation Project to include Building Maintenance, Fleet Services, Central Stores, and City Yard Operations, increasing the agreement amount by $91,735, for a total agreement amount not to exceed $504,735, including expenses, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-016). moved by Mayor Pro Tern Villegas seconded by Councilmember Bacerra. Mayor Pro Tern Villegas motioned to adopt, seconded by Councilmember Bacerra. MOTION: Mayor Pro SECOND: Councilmember Bacerra Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember DRAFT CITY COUNCIL MINUTES 10 FEBRUARY 4, 2020 10A-10 Sarmiento, Councilmember Solorio (5) NOES: Councilmember Penaloza (1) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) END OF CONSENT CALENDAR CLERK OF THE COUNCIL, DAISY GOMEZ, ADMINISTERED OATH OF OFFICE TO: 1. BERENICE BALLINAS, PERSONNEL BOARD MEMBER 2. WINSTON COVINGTON, COMMUNITY REDEVELOPMENT AND HOUSING COMMISSIONER 3. NICOLAS SANCHEZ, YOUTH COMMISSIONER 4. JACOB DE LEON, YOUTH COMMISSIONER I:I�L91�I�XYHGI���IU9:7 1:7:Y0A111IEel ►6y 55A. ADOPT RESOLUTION SUPPORTING NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA SUBMITTAL OF AN APPLICATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM {STRATEGIC PLAN NO. 3, 2; 5, 3 & 6) — Community Development Agency MOTION: Adopt a Resolution NO. 2020-004 supporting National Community Renaissance of California's submittal of a funding application for the Affordable Housing and Sustainable Communities Grant Program for an amount not to exceed $30,000,000 for the Legacy Square project located at 609 North Spurgeon Street, and if awarded, authorizing the City of Santa Ana to enter into an agreement with National Community Renaissance of California to use grant funds to construct the surrounding transportation -related improvements for the project, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-017). MOTION: Mayor Pro SECOND: Councilmember Sarmiento Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember DRAFT CITY COUNCIL MINUTES 11 FEBRUARY 4, 2020 10A-11 Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) REPORTS 65A. DISCUSS AND CONSIDER DIRECTING STAFF TO RESTRUCTURE OR DISBAND ONE OR MORE EXISTING CITY COUNCIL COMMITTEES AND MAKE ANY APPOINTMENT CHANGES {STRATEGIC PLAN NO. 5, 1)— Clerk of the Council Office. Continued from the January 21, 2020 City Council meeting by a vote of 6-0 (Sarmiento absent). MOTION: Discuss and consider directing staff to restructure or disband one or more existing City Council Committees and make any appointment changes. PUBLIC COMMENT Mike Tardif spoke in opposition to the Santa Ana Police Association comments submitted and in support of Mayor Pro Tern Villegas and Councilmember Iglesias to stay at Public Safety, Code Enforcement and Neighborhood Empowerment. Johnathan Hernandez spoke in opposition to the Santa Ana Police Association comments submitted and in support of Mayor Pro Tern Villegas and Councilmember Iglesias to stay at Public Safety, Code Enforcement and Neighborhood Empowerment. Alan Woo spoke in opposition to the Santa Ana Police Association comments submitted and in support of Mayor Pro Tern Villegas and Councilmember to stay in Public Safety, Code Enforcement and Neighborhood Empowerment. Motion to adopt to disband all existing City Council Committees. moved by Mayor Pro Tern Villegas seconded by Councilmember Bacerra. MOTION: Mayor Pro SECOND: Councilmember Bacerra Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Sarmiento (4) DRAFT CITY COUNCIL MINUTES 12 FEBRUARY 4, 2020 10A-12 NOES: Councilmember Penaloza Solorio (2) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) Councilmember COUNCIL AGENDA ITEMS - Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. Only action available to City Council is to provide direction to City Manager. 85A Discuss and consider directing City Manager via her authority to request the police department and other city departments to fully enforce our anti -camping, anti -panhandling and related laws. An education component should be included to offer drug treatment, mental health and housing services to individuals violating these laws. Given the substantial Measure X tax revenue we are now receiving from our taxpayers and our ability to enforce these laws, this needs to be a top priority, especially in "hot spot' public areas commonly used by children and families - Councilmember Solorio. Continued from the January 21, 2020 City Council meeting by a vote of 6-0 (Sarmiento absent). PUBLIC COMMENT Kim Sandoval spoke in opposition to the item. Lou Noble spoke in opposition to the item. Councilmembers Solorio, Penaloza, spoke in support of focusing on aggressive approach, prompt responses, and frequent patrolling on parks, schools, and "hot spot' public areas. Councilmembers Bacerra and Sarmiento provided staff direction to the City Manager and the Police Department by adding an education component and mental health services. 85B. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO RECOGNIZE SANTA ANA RESIDENTS SERVING IN THE MILITARY — Mayor Pro Tern Villegas and Councilmember Iglesias Item was continued to the next Council meeting. DRAFT CITY COUNCIL MINUTES 13 FEBRUARY 4, 2020 10A-13 Motion to approve to continue Item 85B and 85C to the next City Council Meeting. moved by Councilmember Penaloza seconded by Councilmember Sarmiento. MOTION: Councilmember SECOND: Councilmember Sarmiento Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) 85C. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DEVELOP A HOMELESS WORK PROGRAM TO PROVIDE MEANINGFUL WORK FOR THE HOMELESS — Councilmember Iglesias Item was continued to the next Council meeting. 85D. DIRECT CITY MANAGER TO DRAFT RESOLUTION FOR THE SANTA ANA CITY COUNCIL TO OFFICIALLY OPPOSE THE COUNTY OF ORANGE'S CONSTRUCTION AND OPERATION OF ANY HOMELESS SHELTERS AT THE PROPOSED YALE STREET LOCATION AND ANYWHERE ELSE IN SANTA ANA UNTIL THE COUNTY OF ORANGE IS OPERATING A PROPORTIONAL AMOUNT OF SHELTER BEDS IN THE SOUTH COUNTY SERVICE PLANNING AREA (SPA) AS EXISTS IN THE CENTRAL AND NORTH SPAS — Councilmembers Bacerra and Penaloza PUBLIC COMMENT Thai Phan spoke in support of the item. Claudio Gallegos spoke in support of the item. Lou Noble spoke in support of every city having their respective homeless shelters and not burden one city; and advocated on behalf of the homeless regarding the various issues they are confronted with. Council provided direction to staff to return to council with a resolution opposing the construction of any homeless shelters in the City of Santa DRAFT CITY COUNCIL MINUTES 14 FEBRUARY 4, 2020 1 OA-14 Ana until a proportional amount of shelter beds exist in the Central and North Service Planning Areas. RECESS THE COUNCIL MEETING AND CONVENE TO THE HOUSING AUTHORITY MEETING AT 9:05 P.M. ADJOURN THE HOUSING AUTHORITY MEETING AND CONVENE TO THE SUCCESSOR AGENCY MEETING AT 9:07 P.M. ADJOURN THE SUCCESSOR AGENCY MEETING AND RECONVENE TO THE CITY COUNCIL MEETING AT 9:08 P.M. CK�LUIJII�►� PUBLIC COMMENTS Peter A. Katz spoke regarding the upcoming election; thanked Councilmember Sarmiento, Mayor Pulido, and Mayor Pro Tem Villegas for their leadership; and in support of the current city projects; and in support to donate 0117wNIw7dil_l01FTA AZWKK6Idildil:4►1&9 Kristine Ridge, City Manager, provided brief comments. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Bacerra made community announcements. Councilmember Sarmiento made community announcements. Mayor Pro Tern Villegas made community announcements. Councilmember Solorio made community announcements. Councilmember Penaloza made community announcements. Mayor Pulido made community announcements. DRAFT CITY COUNCIL MINUTES 15 FEBRUARY 4, 2020 10A-15 ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, February 18, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza. Santa Ana. California. Mayor Pulido adjourned the meeting in memory of Kobe Bryant and the others traveling at 9:30p.m. Daisy Gomez, Clerk of the Council DRAFT CITY COUNCIL MINUTES 16 FEBRUARY 4, 2020 10A-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES OCTOBER 2019 — DECEMBER 2019 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 2019 — December 2019. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At its regular meeting on January 22, 2020 by a vote of 5:0 (Garcia, Tardif, Vasquez absent), the Community Redevelopment and Housing Commission received and filed the Quarterly Report. DISCUSSION This report for the quarter ending on December 31, 2019 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into four sections: Loan Activity, Loan Portfolio Management and Monitoring, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first- time homebuyers and rehabilitation loans for mobile homes, single-family, multi -family, and historic homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and for the total fiscal year. Table 1: Applications Sent Out, Received & Approved Program Inquiries Applications Sent Out Applications Received Applications Approved Q2 Total FY Q2 Total FY Q2 Total FY Q2 Total FY Single -Family Rehabilitation 12 28 5 21 1 3 0 0 Mobile Home Rehabilitation 2 7 0 0 2 3 0 0 Multi -Family Rehabilitation 1 1 0 0 0 0 0 0 Historic Home Restoration 1 1 0 0 0 0 0 0 Homeownership/ DPAP 112 192 82 157 5 7 3 3 19C-1 Quarterly Report for Housing Division February 18, 2020 Page 2 The number of applications received is typically lower than the number of applications sent out in any given period due to the stringent program guidelines for eligibility regulated by the federal government, which makes it difficult for most applicants to qualify. The Residential Construction Specialist position has been filled and applications for the Single -Family and Mobile Home Rehabilitation Program are being processed. There are currently seventeen applications in process for the rehabilitation of eleven single-family and six mobile homes. Rehabilitation Loan Underwriting and Approval Progress During this quarter, zero (0) home rehabilitation loans were funded due to the program previously being on hold. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. During this quarter, no rehabilitations of single-family homes or mobile homes were completed. Down Payment Assistance Loan Program (DPAP) Progress For the Down Payment Assistance Loan Program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S. Department of Housing and Urban Development (HUD). During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 72 people attended. One down payment assistance application was approved and closed escrow. Two (2) inclusionary housing purchase applications at City Ventures were also received and approved. This completes the remaining inventory of inclusionary housing units for sale for homeownership. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of this quarter, the principal balance was $136,950,890. This is comprised of 371 loans of which 345 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $565,429 in payments of principal and interest during this quarter. The amount of residual receipts payments changes every quarter and is often higher at the end of the year. Table 2: Portfolio Revenue Funding Source HOME CDBG Redevelopment NSP CalHOME Loan Payoffs $29,568 $0 $11,962 $0 Residual Receipts Payments $212,499 $0 $285,434 $0 $0 Amortized Loan Payments $834 $7,392 $17,741 $0 $0 Total For Q2 $242,900 $7,392 $303,175 $11,962 $0 19C-2 Quarterly Report for Housing Division February 18, 2020 Page 3 Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single- family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 17 owner -occupancy recertification letters were mailed and 33 were returned and processed. This number includes letters sent from previous months. On -site compliance monitoring of the tenant files was also conducted at four affordable housing projects including the Triada at the Station District, Mercy House, The Orchard and American Family Housing. A total of 45 tenant files were audited. 20% of the files were reviewed for compliance at three of the projects and 100% of the files were reviewed for compliance at the fourth project. Staff also conducted building code compliance inspections for 228 units on eighteen (18) properties which represents a sampling of 20% of the total units in the properties. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and all of the inspected units were found to be in compliance at the time of initial inspection. Available Funds and Land Assets for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing as well as land assets held by the Housing Authority. Exhibit 1 provides a summary of the funds available as of December 31, 2019. Exhibit 2 provides a summary of available land assets. Housing Opportunity Ordinance On -Site Development: Since 2011, a total of 33 units have been developed on -site as a result of the Ordinance, including 23 ownership units for -sale and 10 rental units: Units Built On -Site Ownership Rental TOTAL 23 10 33 In -Lieu Fees Generated: All in -lieu fees, penalties and other monies collected pursuant to the Housing Opportunity Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated $17,872,871 to be used for the development of housing affordable to low- and moderate -income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Housing Opportunity Ordinance. These fees were generated from a total of 12 projects that opted to pay the in -lieu fee instead of building units on -site. If those 12 projects had instead built the inclusionary housing units on -site, a total of 409 affordable housing units would have been created. By comparison, there were 2,702 market -rate units produced or are under construction. 19C-3 Quarterly Report for Housing Division February 18, 2020 Page 4 Affordable Housing Units under Construction / Pre -Development with In -Lieu Fees: A total of 203 units are under construction / pre -development with an investment of in -lieu fees generated. This includes a $4,775,000 loan of in -lieu fees to develop 57 units of affordable housing at the Santa Ana Arts Collective; a $1.3 million loan of in -lieu fees to develop 51 units of affordable housing at the Tiny Tim Plaza project; a pre -loan commitment of $3,170,547 to develop 93 units of affordable housing at the Legacy Square project; and a commitment of $231,494 to develop two affordable homeownership units by Habitat for Humanity at 416 Vance Street and 826 N Lacy Street. Units Under Construction / Pre -Development with In -Lieu Fees Project # of Units Santa Ana Arts Collective 57 Legacy Square 93 Tiny Tim Plaza 51 416 Vance Street & 826 N. Lacy Street 2 TOTAL 203 In addition, $3,131,700 of in -lieu fees was provided by City Council on September 14, 2018 to create 200 emergency shelter beds at the Link interim emergency shelter. This report reflects the status of funds and projects for the period ending December 31, 2019. Request for Proposals — RFP #19-063 for Affordable Housing Development The City of Santa Ana and the Housing Authority of the City of Santa Ana issued a new Request for Proposals (RFP # 19-063) on July 8, 2019 for the development of affordable housing in the City. Proposed developments may be for acquisition and/or rehabilitation of eligible properties for rental or transitional housing; acquisition and conversion of non-residential property to multifamily rental units; and/or new construction of housing units for rental housing. One land asset owned by the Housing Authority of the City of Santa Ana is also available for development under the RFP. Additional information regarding the RFP is available on the City of Santa Ana's website and PlanetBids. The first round of proposals were turned in on October 15, 2019. Four proposals were received. A Review Panel consisting of City staff from three departments as well as the City's real estate consultant interviewed the developers on January 7, 2020. A follow-up meeting is being held on January 17, 2020 to finalize the project ratings and preliminary recommendations for funding awards. Affordable Housing Development Projects Construction was completed on one of the projects, First Street Apartments, which is now fully leased. There are four (4) affordable housing developments under construction and five (5) affordable housing projects in pre -development. An existing affordable housing development (Cornerstone Apartments) is also being rehabilitated. Below are brief summaries for the nine (9) projects under construction / pre -development and the tenth project under rehabilitation. Exhibit 3 provides a development timeline for the larger development projects. 19C-4 Quarterly Report for Housing Division February 18, 2020 Page 5 Projects Recently Completed First Street Apartments (1440 E. First Street) Developer AMCAL Multi -Housing, LLC. Demolition and new construction of an affordable multifamily apartment Description complex consisting of 68 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. City Funds Housing Successor Agency ($8,522,740) Construction was completed in September 2019 and Property Management successfully completed the leasing process with full occupancy as of the Update end of October 2019. LifeSteps, the social service provider, began operations as of January 2020. Residents will have access to Individual health and wellness/skill building services, as well as tailored services determined after an assessment. Projects under Construction Santa Ana Arts Collective (1666 N. Main Street) Developer Meta Housing Corporation Acquisition, adaptive reuse and new construction project comprised of 57 Description affordable rental units designated for professional artists of all disciplines, and 1 manager's unit. Permanent supportive housing for 15 units will be funded by MHSA/SNHP funds from the County of Orange. Inclusionary Housing ($4,775,000), HOME Investment Partnership City Funds Program (HOME) ($2,627,631), Community Development Block Grant CDBG $500,000 The project received a Temporary Partial Certificate of Occupancy at the end of December 2019. Construction is 91% complete and anticipated to be complete at the end of March 2020 with occupancy expected in April 2020. The contractor is completing the courtyard, playground, and the Update exterior siding of the building. All 15 MHSA units have been leased up. The developer is continuing lease up efforts for the two and three -bedroom units. Due to the low number of three -bedroom applications received, the project will be opening up the remaining three -bedroom units to be leased to general low-income large families. Santa Ana Veterans Village (3312 W. First Street) Developer Jamboree Housing Corporation New construction of an affordable multifamily apartment complex consisting Description of 75 units of permanent supportive housing with wrap -around supportive services for HUD -Veterans Affairs Supportive Housing (VASH) eligible homeless veterans and 1 manager's unit. City Funds Seventy-five (75) HUD-VASH Project -Based Vouchers, HOME-CHDO $477,345.90 19C-5 Quarterly Report for Housing Division February 18, 2020 Page 6 Lath and plaster work is ongoing. Roof work (including installing roof the and HVAC condensers) is slated to be complete by the end of January. Update Interior drywall, painting of units and installation of cabinets is starting. The project is approximately 68% complete. The estimated completion date is March 30, 2020. Apua Housing (317 E. 17th Street) Developer Community Development Partners with Mercy House as the service provider Acquisition, demolition and new construction of a former motel yielding 56 units of affordable permanent supportive housing with wrap -around Description supportive services for chronically homeless individuals and 1 manager's unit. 28 of the 56 units will be funded by MHSA/SNHP funds from the County of Orange. City Funds Fifty-six (56) Project -Based Vouchers (PBVs) Construction is underway with perimeter walls and underground plumbing in -place. The project experienced some delays due to site constrictions, and is unable to begin framing until the permanent asphalt drive aisle is Update poured to provide fire access to the rear segment of the site. Work is in progress to bring the dry utilities in prior to pouring the drive aisle. The project is approximately 17% complete. It is anticipated that the delays in the schedule will be made-up once framing begins. Tinv Tim Plaza (2239 West 5th Street) Developer Community Development Partners New construction of an affordable multifamily apartment complex consisting Description of 50 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. City Funds Inclusionary Housing ($1,300,000), Housing Successor Agency $4, 700, 000 The project is currently under construction, including current work to Update complete the podium deck. The project is also finalizing plans for permits on the retail component upgrades of the project. Projects in Pre -Development Crossroads at Washinoton (1126 and 1146 E. Washinaton Avenue) Developer Related Companies of California with A Community of Friends (ACOF) as the service provider New construction of a 100% affordable multifamily apartment complex Descri tion p consisting of 85 units of rental housing and 1 manager's unit. All units will be affordable to households earning less than 30% AMI of which 43 units will be set -aside for permanent supportive housing. HOME Investment Partnerships Program ($3,007,489), Neighborhood City Funds Stabilization Program $963,951 , sixty-two 62 year ground lease 19C-6 Quarterly Report for Housing Division February 18, 2020 Page 7 agreement for 1126 and 1146 E. Washington Avenue (Appraised Value as of September 22, 2019: $4,108,136 The developer resubmitted for entitlements approval in December. The project is awaiting formal commitment for the 43 Project Based Vouchers Update from the County. The City and County are in the process of finalizing the master ground lease, option for ground lease, joint powers agreement (JPA) and quitclaims associated with the JPA. It is anticipated that the documents will go to City Council for approval on February 18. FX Residences (801, 809, 809 % East Santa Ana Boulevard) Developer HomeAid Orange County, Inc. with Mercy House as the service provider Description New construction of an affordable multifamily apartment complex consisting of 16 units of permanent supportive housing, and 1 manager's unit. Housing Successor Agency ($1,069,947), three (3) HUD-VASH PBVs, 99- City Funds year ground lease agreement for 801 E. Santa Ana Blvd. (Appraised Value as of Oct 25, 2018: $788,000 The developer received comments from the City on November 22"d in response to their development application submittal. They are currently in Update progress of setting up the needed meetings and working through the comments for re -submittal in January 2020. The developer is waiting to hear regarding their application to the County for the Special Needs Housing Program SNHP funding. Habitat for Humanity (416 Vance Street & 826 N. Lacy Street) Developer Habitat for Humanity of Orange County Description New construction of two single-family detached homes for homeownership serving households up to 120% AMI. Inclusionary Housing ($231,494) and 99-year ground lease agreement for City Funds 416 Vance Street and 826 N. Lacy Street (Appraised Value as of Oct 25, 2018: $578,000 The developer has completed the soils report, boundary and topo surveys. Update The architect and civil engineer have been engaged. Architectual engineering and product design work on the site has commenced. Legacy Square (609 North Spurgeon Street) Developer National Community Renaissance with Mercy House as the service provider New construction of a 100% affordable multifamily apartment complex Description p consisting of 92 units of rental housing and 1 manager's unit. All units will be affordable to households earning less than 60% AMI of which 33 units will be set -aside for permanent supportive housing. City Funds Inclusionary Housing ($3,170,547) and eight (8) HUD-VASH PBVs 19C-7 Quarterly Report for Housing Division February 18, 2020 Page 8 Multifamily Housing Program (MHP) funding awards were announced in late December and the developer did not receive an MHP grant due to extraordinary competition across the state. In November, the developer also applied for a special allocation of 4% State low income housing tax credits; however, it is unlikely the project will be awarded State tax credits Update this round. Thus the developer is re -applying for Affordable Housing and Sustainable Communities (AHSC) funding on February 11. The developer was awarded a total of$6,013,134 for 16 No Place Like Home (NPLH) units - $3,135,262 for capital and $2,887,872 for the capitalized operating subsidy reserve. NPLH funding will provide additional leverage for a competitive AHSC application. �J�1�7:F.11.T.7�Id1Fi.T�ffUI:1J�:F17.T.TJJ Developer Jamboree Housing Corporation New construction of a 100% affordable multifamily apartment complex Description consisting of 89 permanent supportive housing studio units for homeless veterans. City Funds Eight -nine (89) HUD-VASH PBVs and CDBG ($1,687,047) Multifamily Housing Program (MHP) funding awards were announced in late December and the developer did not receive an MHP grant due to extraordinary competition across the state. The developer is preparing to submit a Veterans Housing and Homelessness Prevention (VHHP) Update Program application which is due on February 13, 2020. If successful, they will submit a 9% tax credit application on July 1, 2020. The developer will also analyze the previous round of MHP applications and consider resubmitting for the current MHP Notice of Funding Availability (NOFA) due on March 2, 2020. Existing Projects under Rehabilitation Cornerstone Apartments (805. 810. 815. 816. 825. 835 and 904 S. Minnie Street) Developer Jamboree Housing Description Rehabilitation of a 126-unit affordable housing project originally built in 1961. City Funds HOME Investment Partnerships Program ($5,128,152) and Housing Successor Agency $2,054,327 in existing affordable housing loans Ten (10) existing HOME Program loans and thirty-three (33) existing Housing Successor Agency loans were consolidated into two (2) Amended Update and Restated Loan Agreements in order to enable the project to re - syndicate and resubordinate existing affordable housing loans to a new senior loan. Renovations have been started and are anticipated to be completed in June 2020. 19C-8 Quarterly Report for Housing Division February 18, 2020 Page 9 STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. Available Land Assets for Affordable Housing Development 3. Project Timelines 19C-9 Exhibit 1 Available Funds for Affordable Housing Development Projects As of December 31, 2019 Housing Successor Agency (Housing Authority) $3,808,839 Cash on Hand ($85,227) First Street Apartments Loan ($24,766) First Street Apartments Project Costs ($1,069,947) Frances Xavier Residence Project Pre -Commitment Loan Z ($250,000) Administrative Costs Allowance s $2,378,899 Available Funds Inclusionary Housing Funds $7,921,497 Cash on Hand ($35,745) Santa Ana Arts Collective Project Costs 4 ($280,000) Down Payment Assistance Program s ($509,998) Interim Emergency Homeless Shelter Agreement o ($3,170,547) Legacy Square Project Pre -Commitment Loan 7 ($231,494) Lacy Street Project Pre -Commitment Loan o ($58,145) Tiny Tim Plaza Project Costs o ($366,375) Administrative Costs Allowance (CDA/PBA) $3,269,193 Available Funds HOME Program $5,222,736 Funds to Drawdown ($3,007,489) Crossroads at Washington Pre -Commitment Loan 10 $2,215,247 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $2,662,744 Funds to Drawdown ($1,687,047) North Harbor Village Project Pre -Commitment Loan o $975,697 Available Funds to Drawdown NSP Program (Abandoned, Foreclosed or Vacant Properties Only) $1,341,835 Funds to Drawdown ($963,951) Crossroads at Washington Pre -Commitment Loan 10 ($315,508) Administrative Costs Allowance $62,376 Available Funds to Drawdown Rental Rehabilitation Grant Program $386,523 Cash on Hand" $386,523 Available Funds $9,287,935 Total Available Funds Approved by Housing Authority on January 16, 2013. 90% of loan paid on March 13, 2013, 10% remaining to be paid upon completion of construction. x Approved by Housing Authority on Jan uary 15,2019. ' The Housing Successor Agency relies on available ash to fund the monitoring and compliance functions related to the former Redevelopment Agency's housing loans. c Project costs only ;$48M In loans approved by Cry Council paid on July 26,2017. $400,000 originally approved by City Council on March 6, 2018 Three loans paid through end of October 2019. e Approved by City Council on September 13,2018 Agreementwith Mercy House Living Centers, Inc for services through December 2019. Approved by City Council/Housing Authority on January 15, 2019. e Approved by City Council/Housing Authority on March 5, 2019. e Project costs only ;$6 OM In loans approved by Cry Council/Housing Authority and paid on May 2,2019. no Approved by City Council on July 2, 201911 . Old program Income available after close out of program with HUD. 19C-10 AVAILABLE LAND ASSETS FOR AFFORDABLE HOUSING DEVELOPMENT (1) 302 E. Twenty -Second Street a. APN:003-122-25 b. Lot Size: 27,817sf c. Current Zoning: R1 Single -Family Residence, which allows one house per lot. d. Parcel was acquired 10/30/2002 using Low and Moderate Income Housing Asset Fund - 20% Set Aside. e. Previous Use: Purchased from Cal Trans. It was a remnant parcel from the freeway widening project. The site was vacant and undeveloped at the time it was acquired. f. General Plan: Low Density Residential, which allows single-family residences and ancillary uses. g. Maximum du/ac: Seven units per acre. h. Site Condition / Environmental Conditions: Property is irregular in shape, is below the minimum lot size for a residential lot, and will most likely require the approval of several variances from the zoning code in order to facilitate a residential unit. 19C-11 Current Affordable Housing Development Project Timelines Project Recently Completed First Street Apartments -1440 E. First St Oct-15 Developer Submitted Request for Funds to CDA Apr-16 Planning Entitlements Approved Jun-17 Awarded Successor Agency Funds Jun-17 Relocation Plan Approved Sep-17 9% Low -Income Housing Tax Credits Awarded Jan-18 Final Housing Authority Loan Approved Mar-18 Close of Escrow Mar-18 Construction Initiated Sept-19 Construction Completion Oct-19 Occupancy Projects Under Construction Santa Ana Arts Collective -1666 N. Main St Jun-15 RFP Issued Nov-15 Approved HOME/CDBG Funds Mar-16 Submitted Application for AHSC (Cap & Trade Funds) Sep-16 Awarded AHSC (Cap & Trade) Funds Nov-16 9% Low -Income Housing Tax Credits Awarded Dec-16 Relocation Plan Approved Jul-17 Final Loan Approved/ Close of Escrow Jul-17 Planning Entitlements Approved Jul-17 Building Permits Pulled/Construction Initiated Mar-20 Anticipated Construction Completion Santa Ana Veterans Village - 3312 W. First St Dec-16 RFP Issued for PBVs Apr-17 Approved HUD VASH PBVs Jun-17 Awarded HOME CHDO Funds Jun-17 Planning Entitlements Approved Jan-18 Awarded County Special Needs Housing Funds Feb-18 Submittal of 9% Low -Income Housing Tax Credit Application Jun-18 Award of 9% Low -Income Housing Tax Credits Dec-18 Close of Escrow Feb-19 Construction Initiated Mar-20 Anticipated Construction Completion Page 1 of 5 19C-12 1:*3:ILylglc3 Aqua Housing - 317 E. 17th S Dec-16 RFP Issued for PBVs Apr-17 Approved PBVs Jun-17 Planning Entitlements Approved Jun-17 Approved Additional PBVs Jan-18 Awarded County Special Needs Housing Funds Jan-18 Submitted Application for HCD Infill Infrastructure Funds Jun-18 Award of HCD Infill Infrastructure Funds Aug-18 Submittal of 4% Low -Income Housing Tax Credit Application Oct-18 Allocation of 4% Low -Income Housing Tax Credits Apr-19 Close of Escrow June-19 Construction Initiated ny Tim Plaza - 2223 W. Sth St Dec-16 Developer Submitted Request for Funds to CDA Jun-17 Awarded City and Housing Successor Agency Funds Jan-18 Planning Entitlements Approved Jul-18 Submittal of 9% Low -Income Housing Tax Credit Application Oct-18 Award of 9% Low -Income Housing Tax Credits May-19 Anticipated Close of Escrow June-19 Construction Initiated Projects in Pre -Development The Crossroads at Washington -1126 and 1146 E. Washington Ave. Aug-19 Submitted PSH Application to County Oct-19 Submitted for Planning Entitlements Oct-19 Community Meeting Nov-19 Approval of Joint Powers Agreement, Option to Ground Lease, Voucher Resolution and Cooperation Agreement, and Regional Housing Needs Assessment (RHNA) Agreement, and Density Bonus Dec-19 NEPA EA City Approval —City of Santa Ana Submits NEPA EA to HUD Feb-20 PSH Funds and Voucher Approval from County Board of Supervisors Feb-20 Planning Entitlements Approved Mar-20 TCAC 9% Application —1" Round 2020 May-20 Assuming a 1" Round 2020 TCAC 9% Award Allocation, start Design Development Drawings Jun-20 TCAC 9% Award Allocation Jul-20 Submit for 1" Plan Check Dec-20 City Issues Permit Ready Letter Dec-20 Construction Loan Closing Dec-20 Start of Construction Page 2 of 5 19C-13 IMUMMUM-1103 Feb-22 Construction Complete Jul-22 Full Occupancy North Harbor Village -1108 N. Harbor Mar-19 Start of Design Development Mar-19 Applied to FHLBSF for AHP Financing ($890,000) Mar-19 Award of VASH Vouchers & City Loan by City Council (89 Vouchers and $1,687,047) Mar-19 Start Environmental Approval Process with City of Santa Ana (CEQA/NEPA) Mar-19 Applied for Home Depot Grant ($500,000) Jun-19 CEQA/NEPA Approval —City of Santa Ana Jun-19 AHP Award Date ($890,000) Aug-20 Applied to HCD for MHP Funding ($13,316,412) Dec-19 Notified Project Did Not Receive MHP Funding Jan-20 Home Depot Grant Award Date Feb-20 First Submittal for Architectural Review Feb-20 Apply to HCD for VHHP Funding ($7,943,883) Feb-20 Apply for OCHTF Financing (If Necessary) Mar-20 Reapply for MHP —2n'Round (if Necessary) Apr-20 Arch. Review Comments Received from City May-20 Receive Ministerial Approvals for Design May-20 Receive AHAP Contract Jul-20 Apply for TCAC 9% Sep-20 TCAC Allocation Oct-20 Start Construction Documents for Rehab Oct-20 Submit First Plan Check Dec-20 Receipt of First Plan Check Comments Dec-20 Submit Second Plan Check Jan-21 Receipt of Second Plan Check Comments Jan-21 Submit Third Plan Check Feb-21 Receipt of Permit Ready Mar-21 Construction Loan Closing Mar-21 Start of Construction Jan-22 Construction Complete Jan-22 Start of Lease Up May-22 Full Occupancy Page 3 of 5 19C-14 IMUMMUM-1103 FX Residences - 801, 809, 8091/2 E. Santa Ana Boulevard Jan-19 Council Approval for Land Lease and Project Funding Jan-19 Submittal of Application for NPLH Funding Feb-19 Confirm with City Staff That Project Site Can Yield Additional Units Under Existing Zoning Mar-19 Revise Conceptual Drawings for additional 5 units (17 total units, up from the original 12 units) Mar-19 SNHP Funding Application Submitted to County Apr-19 City Staff to Review Revised Conceptual Design Apr-19 Begin Development Agreement May-19 Board of Supervisors Meeting for SNHP Funding Jul-19 Execute Development Agreement Jul-19 Formal Awards Letters for NPLH Funding To Be Issued Aug-19 Initial Planning Submittal Sept-19 Sunshine Ordinance Meeting May-20 Planning Commission Meeting (ministerial approval of density bonus) July-20 City Council Meeting (ministerial approval of density bonus) Aug-20 Begin Construction Docs Dec-20 Approval of Grading Plans Dec-20 Begin Construction (Grading, Weather Permitting) Feb -22 Completion of Construction Habitat for Humanity - 416 Vance Street & 826 N. Lacy Street May-20 DDA signed June-20 Prepare Grading Plans July-20 Submit Grading/Improvements Jan-20 Prepare Architectural Plans June-20 Submit Architectural Plans Oct-20 Grading Permit Issued Nov-20 Commence Grading Dec-20 Building Permits Issued Jan-21 Begin Construction Dec-21 Anticipated Construction Completion Jan-22 Certificate of Occupancy/Closings Page 4 of 5 19C-15 Legacy Square - 609 North Spurgeon Street Aug-18 Santa Ana CDA Funding Application Dec-18 Applied for NPLH and SNHP Funds Jan-19 Santa Ana Funding Award Feb-19 Planning Entitlements Approved Feb-19 Applied for Round 4 AHSC Funding May-19 Award of SNHP Funds July-19 Applied for Round 1 MHP Nov-19 Applied for State 4% tax credits Jan-20 Construction Drawings (8-12 weeks) Feb-20 Apply for Round 5 AHSC Funding May-20 Apply for 4%Tax Credits May-20 Plan Check (12-16 weeks) Jun-20 Award of AHSC Funds July-20 Award of 4%Tax credits July-20 Award of Tax -Exempt Bonds May-20 Plan Check (12-16 weeks) Sep-20 Building Permit Issuance Dec-20 Construction Closing/Syndication Jan-21 Begin Construction (18 months) Jun-22 Construction Complete Aug-22 100% Fully Leased (2 months) Page 5 of 5 19C-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE RECEIVE AND FILE QUARTERLY REPORT OF INVESTMENTS AS OF DECEMBER 31, 2019 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION California Code Section 53646 (b) states that if a quarterly report is rendered to the legislative body, the quarterly investment report shall be submitted within 30 days following the end of the quarter covered by the report. In an effort to meet the statutory requirement, Finance & Management Services Agency submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on January 23, 2020. The legislation specifies that this quarterly report contain the seven major elements listed below: 1. Type of investments 2. Date of maturity 3. Par and dollar amounts invested in each security 4. Weighted average maturity of the investments 5. Market value as of the date of the report 6. Source of the market value information 7. Any funds, investments or programs, including loans under the management of contracted parties These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly and quarter -ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of December 31, 2019. 19D-1 Quarterly Report of Investments February 18, 2020 Page 2 The following two tables represent: (1) percentage limits set by the City's Investment Policy and State Law and shows respective City investment portfolio investment types, amounts, and percentages; and (2) the restricted cash balance as of December 31, 2019. Amount Portfolio COSA State Type of Investment Invested $ % Policy Law Limits % Limits % Certificate of Deposit CD $1,734,000.00 0.73% 30% 30% Federal Farm Credit Bank (FFCB) $45,386,710.25 16.41 % None None Federal Home Loan Bank FHLB $85,763,485.45 31.01% None None Federal Home Loan Mortgage Corp. $72,003,674.60 26.03% FHLMC None None Federal National Mortgage Association $28,966,790.00 10.47% None None FNMA Local Agency Investment Fund (LAIF) $42,735,030.37 15.45% None None sub -total $276,589,690.67 100% Cash $40,337,026.02 Total $316,926,716.69 Restricted Cash Amount Restricted Cash" $177,088.85 Total $177, 088.85 'Restricted cash is held by a Trustee, Bank of New York Mellon, and is segregated from cash used for daily operations (exp: Bond reserve funds) The following two tables represent, as of December 31, 2019: (1) the aggregate Average Market Yield To Date (AMTD); and (2) the breakdown of by investment type. Aggregate Average Market Yield To Date Average Month To Date (AMTD) 1 2.041 % Breakdown by Type of Investment Par Value of Investments Yield to Maturity % of Portfolio Average Market Yield to Date Certificate of Deposits $1,734,000.00 1.800% 0.63% 0.01% LAIF $42,735,030.37 2.103% 15.45% 0.32% Federal Agency Securities $232,120,660.30 2.031% 83.92% 1.70% Total $276,589,690.67 2.041 % 100.00% 2.041 % 19 D-2 Quarterly Report of Investments February 18, 2020 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment), Strategy D (develop a fiscal health analysis tool that informs a department of its financial position in order to assist in its decision making process). FISCAL IMPACT There is no fiscal impact associated with this action. Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. 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U U U O o ...... g��� d y6y yoy S yoy y9y 6 y9y yy8 y9 9 9 9 9 9 3 9 9 9 9 9 .° .� si w m m m m m m w m a m u 0000000000�0 a10 0ldm v%dmldia 2 2 S 2 2 2 2 2 2 2 2 2 2 Z Z Z Z Z Z Z Z Z v v m m 0 v v v v v d m v d m d v v m N N% N N 0 0 N N N N N N N N N N N N 0 LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL N o wMOmNm�ONNmN �NNNNo'` 8 M -- 0 0 U c a z2rcim�c5�0m�J� LL m mm mMin Met mmmm mmiommm min mm M yM 4 m m a' 9 2 a m' N i 19 D-7 1§D- a: a� LL d Z ,4: m N m P W IL N N r w _U h 'OfO N y UaNi o N >� a to a U oa�'AS'avMiSmS�S`$,N o`d',00000n "3 odvM�'c�6ddN d^Non ododfaOq .-� ly h O N O m `l M p p) O S P V p m O ul S o O 1^p O g ry O V S o S n p c drod(�' d� O dM Oda ON000'0' m � .-.- bb o Im'mSeS�S$S�oo'&.�^yamaoSooSn B o M ,-ao MN& M Mdm �� M e � dMhddd�dMddMMddd�d��„�av •- C� C� C� Ol`� oN o� O C l0'+ L'O+ C C C io" C i0'+ C C N C m Ms M M.gooE o a m P a z z z z ¢ ¢ a oo 0 n n r W w w r Z r r r r Z z o az QZ yyyy p n F ? j F W N W F F�- F z Z a 2 e 2 w 0 0 0 0 m m a z z z 00o�6cio E o <i600cii�i>u� 0 U N � C y m O 0 m n M (O N 11VV N m 1� C1 N o b ry M LLei 0 M N N W N N N V N m M m fOV vJ W W 3 u a" 2 a 00 O O O O d N N N Vl N fn O y 2 f f N O O y N v) N N Z Vl l'm�mxxcixx`��3oox0 o 19 D-9 \ � � ` 1-0 `( \!� {{\ })k ! ° ! } ! / ) 1§D.10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE QUARTERLY REPORT OF CONTRACTS UP TO $50,000 FOR NON-PUBLIC WORKS AND UP TO $250,000 FOR PUBLIC WORKS AUTHORIZED BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: _••e• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Receive and file Quarterly Report of Contracts entered into between October 1, 2019 to December 31, 2019 valued at up to $50,000 for non-public works contracts and agreements and up to $250,000 for public works contracts and agreements. DISCUSSION Section 421 of the Charter requires the City Manager to submit a quarterly report to the City Council including all contracts approved and executed under her/his authority for informational purposes. The quarterly report is required to include the names of the contractors and the amounts of each contract. Section 2-748 of the Santa Ana Municipal Code gives the City Manager contracting authority to enter into non-public works contracts and agreements up to $50,000 and public works contracts and agreements up to $250,000. Exhibit 1 is a listing of all purchase orders and agreements entered into October 1, 2019 to December 31, 2019, valued at amounts between $500 and $50,000 for non-public works construction contracts and up to $250,000 for public works contracts and agreements, as provided by Public Works Agency and Clerk of the Council's Office. Contracts and service agreements valued at greater than $50,000 for non-public works and greater than $250,000 for public works require approval by the City Council and are not included in this listing. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). 19E-1 Quarterly Report of Contracts February 18, 2020 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Quarterly Report of Contracts 19E-2 r Z r w � m w Q w (D 2i w 2 Z U to K K Z Q Q 0 (7 X U N K S J N u W 2 2 W Z W S Z N 0 X 3 W Z K Z H H W Z W O 0 O IY CO W Y Y Z W W agu<a a Y �azw(Dm w�aww �� w �u d• 2 as Q J Z D d Z Y (w S Z N O > 02l A,AcZ Q Z J W W. 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M d N M O O� 0 0 N I N W M O eel = lr I� n lr lr M O 0 .--I N .--i lr O M C M O t N F d 0 O VT VT VT VT VT VT VT VT VT VT VT VT VT N N u Q d 2 0 u � ~>> n > m 0 C pD 2 w w E d O N oD C U v u O_ w S O C O C U j Y � u 0 m a d o w O CY1 U Y d y O m u J Y m ._ dJ d `0 0 O \ O C C d K d pD d Q Y p 2 rJ d c t0 rE C d u_ C E T E yj d pp T d T a+ 0 a+ d C J O � N N p j G 0 CJ u 0 u 0 LL S C J 2 2 2 2 19E-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND AMENDMENT TO THE FISCAL YEAR 2019-20 CAPITAL IMPROVEMENT PROGRAM TO ACCOUNT FOR $94,010 IN NEWLY - AWARDED GRANT FUNDS; APPROVE AN AGREEMENT WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR $1,442,205 FOR THE WARNER AVENUE PROTECTED BIKE LANES PROJECT (NON -GENERAL FUND) /s/Kristine Rid, CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $94,010 in Congestion Mitigation and Air Quality (CMAQ) funds into the Select Street Construction revenue account and appropriating $94,010 into the Select Street Construction expenditure account for FY 2019-20 capital operating expenses. 2. Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program to include CMAQ grant funds in the amount of $94,010 for the inclusion of the Warner Avenue Protected Bike Lanes project. 3. Authorize the City Manager to execute a cooperative agreement (C-9-1837) with the Orange County Transportation Authority (OCTA) in the amount of $1,442,205, for a term through December 21, 2024, or until final Project acceptance, subject to non -substantive changes approved by the City Manager and City Attorney, to provide Congestion Mitigation and Air Quality (CMAQ) funding for the Warner Avenue Protected Bike Lanes project. DISCUSSION On December 4, 2018, the City Council authorized staff to submit applications to the Orange County Transportation Authority (OCTA) for the Bicycle Corridor Improvement Program (BCIP). On August 13, 2019, the City received an award letter from OCTA approving $1,116,126 in Congestion Mitigation and Air Quality (CMAQ) program funds (Exhibit 1). This grant requires the City to enter into a cooperative agreement to define the roles and responsibilities between the City and OCTA (Exhibit 2). 20A-1 Appropriation Adjustment & Amendment to Fiscal Year 2019-20 CIP: Warner Avenue Protected Bike Lanes Project February 18, 2020 Page 2 The City will recognize $94,010 in CMAQ funds for the Fiscal Year 2019-20 engineering phase. During the Fiscal Year 2020-21 Capital Improvement Program (CIP) cycle, the City will allocate $12,820 local match funds for the engineering phase, and for the construction phase, will allocate $1,022,116 in CMAQ funds and $313,259 local match funds. Recommended Action No. 2 will amend the FY 2019-20 CIP to include the $94,010 grant fund allocation (Exhibit 3). The table below provides a breakdown of the total funding for the project in the amount of $1,442,205. PROJECT PHASE CMAQ LOCAL MATCH FISCAL FUNDS FUNDS YEAR Engineering $94,010 N/A 19/20 Warner Avenue Engineering N/A $12,820 20/21 Protected Bike Lanes Construction $1,022,116 $313,259 20/21 TOTAL: $1,116,126 $326,079 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and Maintain a Community Investment Plan for All City Assets), Strategy G (develop and Implement the City's Capital Improvement Program in Coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of the requested Appropriation Adjustment will recognize $94,010 in CMAQ funds into the Select Street Construction Fund revenue account (No. 05917002-52001) and appropriate $94,010 into the Select Street Construction, Improvements Other Than Building expenditure account (No. 05917660-66220). Appropriated funds will be expended in FY 2019-20 as follows: Fiscal Year Accounting Unit -Account # Fund Description Accounting Unit, Account Description Amount Select Street FY 2019-20 05917660-66220 Select Street Construction, $94,010 Feb - June Construction Improvements Other Than Building Total: $94,010 20A-2 Appropriation Adjustment & Amendment to Fiscal Year 2019-20 CIP: Warner Avenue Protected Bike Lanes Project February 18, 2020 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: Nabil Saba, PE Kathryn Downs, CPA Acting Executive Director Executive Director Public Works Agency Finance and Management Services Agency NS/EWG/JG/KN/HG/DR Exhibits: 1. OCTA Award Letter 2. Cooperative Agreement 3. Amended FY 2019-20 CIP Worksheet 20A-3 EXHIBIT 1 M OCTA BOARD OF DIRECTORS August 13, 2019 Tim Shaw Chairman Steve Jones Mr. Fuad Sweiss Vice Chairman Director of Public Works UsaA. Bartlett City of Santa Ana Director 20 Civic Center Plaza Doug Chaffee Santa Ana, CA 92701 Director Laurie DaviesRE: Bicycle Corridor Improvement Program 2019 Call for Projects Directoror Barbara Delgleize Director Dear Mr. Sweiss: - Andrew Do Director On June 10, 2019, the Orange County Transportation Authority (OCTA) Board of Michael Hennessey Directors (Board) approved the Bicycle Corridor Improvement Program (BCIP) Director 2019 Program of Projects. The City of Santa Ana's Warner Avenue Protected Gene Hernandez Bike Lanes Project (Project) was approved for $1,116,126 in Congestion Director Mitigation and Air Quality (CMAQ) program funds. Jose F. Moreno Director The project is subject to the California Department of Transportation's (Caltrans) Joe Muller Director eligibility review and approval. The City of Santa Ana must follow all requirements outlined in the BCIP Guidelines and Procedures, Caltrans, and Federal Highway Mark A. Murphy Director Administration (FHWA) requirements, including but not limited to: Richard Murphy Director Execution of the cooperative agreement between OCTA and the Miguel Pulido City of Santa Ana. Director The project must be programmed in the Federal Transportation Mlchelte Steel Improvement Program. In order to maximize flexibility, OCTA may Director program the funds in a later year than approved and utilize expedited Donald P. Wagner project selection procedures to allow the project to request obligation in Director the year approved by the Board. Gregory T. Winferboftam Director Environmental documentation must be submitted to Caltrans for approval by November 1 of the programmed fiscal year or risk losing funding. Ryan Chamberlain Ex-Officio Member Documentation must include specific air quality benefits and measurements. Obtain National Environmental Policy Act and California Environmental CHIEF EXECUTIVE OFFICE Quality Act approval (prior to February 1 of the programmed year). Darrell • The Federal Authorization to Proceed (E-76) request must be submitted Chief Executive Officer cEe Officer to Caltrans, District 12, and copied to OCTA by February 1 of the year the CMAQ funds are programmed. The project cannot be advertised for construction until the project phase has received approval of the E-76 from FHWA. O!•dQ'2COun .sportation Authority 550 South Main Street / P.O. Box 14184 /Orange / California 92863-1584 / (714) 56'0-OCTA (6282) Mr. Sweiss August 13, 2019 Page 2 The City of Santa Ana must enter into a program supplement agreement with Caltrans for invoicing, reimbursement, and reporting for timely use of funds of the project. The administering agency must submit semi-annual progress reports to OCTA by the 30th day of March and September, on an ongoing basis, until the project is completed. If you have any questions, please contact Louis Zhao, Section Manager, Discretionary Funding Programs, at (714) 560-5494 or via email at Izhao@octa.net. Sincerely, Kurt Brotcke Director, Strategic Planning KB:da c: Zed Kekula, City of Santa Ana Adriann Cardoso, OCTA Louis Zhao, OCTA Denise Arriaga, OCTA 20A-5 EXHIBIT 2 M OCTA AFFILIATED AGENCIES Orange County Transit District Loral Transportation Authority Service Authority for Freeway Emergencies Consolidated Transportation Service Agency Congestion Management Agency January 21, 2020 Mr. Faud Sweiss City if Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 SUBJECT: AGREEMENT NO. C-9-1837 Dear Mr. Sweiss: Enclosed are two (2) original documents for Agreement No. C-9-1837 for your review and signature. Please execute the documents in blue ink where indicated and return to Luis Martinez by Tuesday, January 8, 2020. The first page of the documents will be completed by the Authority upon final execution. Should you have any questions, please call Mr. Martinez at (714) 560-5787. Sincerely, Cathy Foreman Office Specialist Contracts Administration and Materials Management Enclosures 2Ap Transportation Authority 550 South Main Street/ P.O. Box 1418410range /California 92863-1584 /(714) 560-OCTA (6262) 1 z 3 4 s G 7 s 9 10 11 12 13 14 15 1G 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-9-1837 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT WARNER AVENUE PROTECTED BIKE LANES THIS COOPERATIVE AGREEMENT is effective this day of 20 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), each individually known as `PARTY" and collectively known as "PARTIES". RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for Final Design and Construction for Warner Avenue Protected Bike Lanes Project as defined in the scope of work provided in the 2019 Bicycle Corridor Improvement Program (BLIP) Call for Projects (Call), herein incorporated by reference; (hereinafter referred to as "PROJECT"); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality Improvement Program (hereinafter referred to as "CMAQ") funds; and WHEREAS, the CMAQ program is authorized under Fixing America's Surface Transportation (FAST) Federal Transportation Act, which may be extended through continuing resolutions or may be Page 1 of 12 L:1Camm1CLERICALIWORDPROCIAGREEWG91837.d0 2 oA-7 COOPERATIVE AGREEMENT NO. C-9-1837 i authorized through a new federal transportation act; and 2 WHEREAS, CITY is an eligible recipient of federal funding under the CMAQ program, and 3 PROJECT is eligible for CMAQ funding contingent on California Department of Transportation A ("Caltrans") and the Federal Highway Administration ("FHWA") approval; and s WHEREAS, on June 10, 2019, AUTHORITY's Board of Directors ("Board"), approved G providing funding of up to Ninety -Four Thousand ,Ten Dollars ($94,010) in CMAQ funds to be matched 7 with Twelve Thousand, Eight Hundred Twenty Dollars ($12,820) in CITY funds for the Final Design 8 phase and One Million, Twenty -Two Thousand, One Hundred Sixteen Dollars ($1,022,116) in CMAQ 9 funds to be matched with Three Hundred Thirteen Thousand, Two Hundred Fifty -Nine Dollars 10 ($313,259) in CITY funds for Construction phase for a total of One Million, One Hundred Sixteen ll Thousand, One Hundred Twenty -Six Dollars ($1,116,126) in CMAQ funds to be matched with Three 12 Hundred Twenty -Six Thousand, Seventy -Nine Dollars ($326,079) in CITY funds for Final Design and 13 Construction phases; and 14 WHEREAS, CITY and AUTHORITY agree that the total funding for PROJECT including Final 15 Design, Construction Management and Construction shall be One Million, Four Hundred Forty -Two 16 Thousand, Two Hundred Five Dollars ($1,442,205) or amount in accordance with Exhibit A, entitled 17 "Bicycle Corridor Improvement Program Funding Plan", which is attached herein and incorporated by 18 reference; and 19 WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent 20 upon funding being available through the FAST Act, a continuing resolution or a new federal 21 transportation act, and PROJECT maintaining its eligibility for this funding; and 22 WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required 23 following AUTHORITY's amendment to the Federal Transportation Improvement Program (hereinafter 24 referred to as "FTIP"), and in order to proceed or commence each phase of PROJECT for performance 25 under this Cooperative Agreement; and 26 Page 2 of 12 L:\Camm1CLERICALIWORDPROCIAGREE1AG91837.doc2OA-8 COOPERATIVE AGREEMENT NO. C-9-1837 1 2 3 4 s 6 7 8 9 10 n 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WHEREAS, AUTHORITY is responsible for programming the funds to specific projects within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal eligibility, compliance with federal requirements, and reimbursement for PROJECT activities; and WHEREAS, CITY agrees to act as lead agency for preliminary engineering, right-of-way, construction and construction management of PROJECT; and WHEREAS, this Cooperative Agreement defines the specific terms and conditions and funding responsibilities between the PARTIES for completion of PROJECT; and WHEREAS, on June 10, 2019, AUTHORITY's Board approved this Cooperative Agreement, and WHEREAS, CITY's City Council approved this Cooperative Agreement on day of r� NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Cooperative Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Cooperative Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Cooperative Agreement shall not affect the validity of other term(s) or condition(s) of this Cooperative Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of Page 3 of 12 L\Camm\CLERICAL\WORDPROCWGREE\AG91837.doc2OA—e COOPERATIVE AGREEMENT NO. C-9-1837 i this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically 2 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment 3 to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative 4 Agreement. s C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) r, or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of 7 CITY's right to such performance or to future performance of such term(s) or condition(s), and s AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 9 portion of this Cooperative Agreement shall not be binding upon CITY except when specifically 10 confirmed in writing by an authorized representative of CITY by way of a written amendment to this 11 Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. 12 ARTICLE 2. SCOPE OF AGREEMENT 13 This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of 14 PARTIES as they pertain to the subjects and PROJECT addressed herein. PARTIES agree that each 15 will cooperate and coordinate with the other in all activities covered by this Cooperative Agreement 16 and any other supplemental agreements that may be required to facilitate purposes thereof. 17 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 18 AUTHORITY agrees to the following responsibilities for PROJECT: 19 A. AUTHORITY shall formally request on behalf of CITY that the Southern California 20 Association of Governments ("SCAG") amend the FTIP to program funds.in accordance with the 21 funding plan outlined in Exhibit A, as well as any required FTIP amendments, whereby AUTHORITY's 22 performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA 23 approval. 24 B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds. 25 C. AUTHORITY shall not be authorized to program any amount beyond what has been 26 identified in this Cooperative Agreement as CMAQ and what is ultimately approved for PROJECT in Page 4 of 12 LACam m\CLERICALIWORDP ROCIAGREEAG91837.do A -A 0 COOPERATIVE AGREEMENT NO. C-9-1837 1 z 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 CMAQ by Caltrans and FHWA. D. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds prior to submittal to Caltrans District 12. E. AUTHORITY shall cancel PROJECT if CITY has not submitted request for authorization to proceed (hereinafter referred to as "E-76 Request") by February 1 of the year the funds are programmed. F. AUTHORITY reserves the right to change the fund source programmed to the PROJECT. G. AUTHORITY shall work with the CITY to process an amendment to the Master Plan of Arterial Highways (MPAH) for the PROJECT, a condition upon receipt of funding, if applicable. H. AUTHORITY shall cancel the PROJECT if the amendment to the MPAH has not been requested and processed by the fiscal year in which the funds are programmed, if applicable. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for PROJECT: A. CITY possesses the legal authority to deliver this project and to finance, acquire, and construct the proposed project; and by formal action (e.g. resolution) the Implementing Agency's governing body authorizes the implementation of the bicycle project, including all understanding and assurances contained therein, and authorizes the person identified as the official representative of the Implementing agency to act in connection with PROJECT and to provide such additional information as may be required. B. CITY shall act as the lead agency for the preliminary engineering, right-of-way, construction and construction management of PROJECT. C. CITY shall comply with all local, State, and Federal project delivery requirements including, but not limited to, Disadvantaged Business Enterprise, American with Disabilities Act, and Buy America provisions. D. CITY shall submit National Environmental Policy Act (NEPA) and the California Page 5 of 12 L:1Camm1CLERICALWORDP ROCIAGREE1AG91837.d20 w _1 1 COOPERATIVE AGREEMENT NO. C-9-1837 i Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by 2 November 1 of the prior year of the programmed funds as provided in the Project schedule in 3 Exhibit A. a E. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's s Estimate of PROJECT cost ninety (90) days prior to E-76 Request, and no later than November 1 of 6 the prior fiscal year of the programmed funding year identified in Exhibit A. 7 F. CITY is responsible for preparing and submitting all necessary Caltrans-required s documentation, including E-76 Request. 9 G. CITY agrees to submit an E-76 Request to Caltrans District 12 by February 1 of the 10 year the funds are programmed, consistent with the fiscal year identified in Exhibit A. 11 H. CITY acknowledges that if the complete E-76 Request for CMAQ funds, including 12 ready -to -list requirements, is not submitted to Caltrans by February 1 of the year the funds are 13 programmed, or PROJECT is found ineligible by Caltrans and FHWA, the proposed funding shall be 14 cancelled by AUTHORITY. 1.5 I. CITY shall provide the minimum required local match consistent with Exhibit A. is J. CITY will follow applicable procurement procedures outlined in the Caltrans Local 17 Assistance Program Guide 1s K. CITY will not advertise or award a contract before FHWA authorization to proceed. 19 L. CITY shall invoice Caltrans at minimum once every six (6) months. 20 M. CITY agrees that any cost overruns shall be the responsibility of CITY. 21 N. If CITY receives local, state, or federal funds from a non -AUTHORITY source, CITY 22 will not invoice Caltrans for the amount received from the other non -AUTHORITY source(s). 23 O. CITY will notify AUTHORITY regarding any non -AUTHORITY revenues received for 24 the PROJECT and AUTHORITY funds may not pay for expenses already supported through these 25 non -AUTHORITY revenues. 26 P. CITY will notify OCTA if CMAQ funding or projects are used for other than the intended Page 6 of 12 L:1Camm1CLERICALIWORDPROC\AGREE1AG91837.d20 w _1 2 COOPERATIVE AGREEMENT NO. C-9-1837 1 2 3 4 5 6 7 8 9 10 it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 purposes as defined by federal or state guidelines, the implementing agency may be required to remit all state and federal funds back to the OCTA. Q. CITY agrees that AUTHORITY reserves the right to change the fund source programmed to the PROJECT and AUTHORITY would notify CITY of such a change. R. CITY shall submit semi-annual status reports for PROJECT to AUTHORITY due on March 30 for the prior six (6)-month period and due on September 30 for the prior six (6)-month period (Exhibit B. entitled "Semi -Annual Report Form"). S. CITY shall submit a final report and requested supporting documentation to AUTHORITY within six (6) months of Caltrans payment of final progress invoice for PROJECT in accordance with Exhibit C, entitled "Final Project Report Form." T. CITY is responsible for completing PROJECT in accordance with the funding plan (Exhibit A), and to abide by all CMAQ programming guidelines, and any and all other Federal, and State (Caltrans) requirements. U. CITY shall work with the AUTHORITY to request an Amendment to the MPAH if applicable. V. CITY shall maintain and operate the property acquired, developed, rehabilitated, or restored for the life of the resultant facility(ies) or activity. With approval of AUTHORITY, Caltrans, the Implementing Agency or its successors in interest in the property may transfer responsibility to maintain and operate the property. ARTICLE 5. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Cooperative Agreement are delegated to its Director of Public Works, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief Executive Officer, or designee. r Page 7 of 12 L:\Camm\CLERICAL\WORDPROC\AGREELAG91837.d2O w _1 3 COOPERATIVE AGREEMENT NO. C-9-1837 1 2 3 4 5 G s 9 to v 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 6. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY for a period of four (4) years after final payment, or until any on -going audit is completed. For the purposes of audit, the date of completion of this Cooperative Agreement shall be the date of Caltrans' payment of CITY's final billing (so noted on the invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in construction contracts with CITY's contractor(s). ARTICLE 7. INDEMNIFICATION A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. C. The indemnification and defense obligations of this Cooperative Agreement shall survive its expiration or termination. Page 8 of 12 L:ICamm1CLERICALIWORDPROCIAGREEWG91837.d20A-1 w COOPERATIVE AGREEMENT NO. C-9-1837 1 2 3 4 s 6 7 a t0 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 8. ADDITIONAL PROVISIONS AUTHORITY and CITY agree to the following mutual responsibilities: A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect through December 31, 2024 or until final acceptance by AUTHORITY, whichever is later. This Cooperative Agreement may only be extended upon mutual consent of PARTIES. B. Termination: This Cooperative Agreement is null and void if PROJECT is not funded. AUTHORITY shall cancel projects for which CITY has not submitted an E-76 Request by February 1 of the fiscal year for which funds are programmed and/or has not advanced PROJECT to ready stage as determined by AUTHORITY. This Cooperative Agreement may be terminated by either PARTY after giving thirty (30) days written notice to the other PARTY. C. This Cooperative Agreement may be amended in writing at any time by the mutual consent of PARTIES. No amendment shall have any force or effect unless executed in writing by PARTIES D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over PROJECT. E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Cooperative Agreement on behalf of said PARTIES and that, by so executing this Cooperative Agreement, the PARTIES hereto are formally bound to the provisions of this Cooperative Agreement. F. Severability: If any term, provision, covenant or condition of this Cooperative Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement: This Cooperative Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed Page 9 of 12 L%Camm\CLERI CALwORDPROCAGRE EAG91837.dGc% /► —A COOPERATIVE AGREEMENT NO. C-9-1837 i an original and all of which together shall constitute the same agreement. Facsimile signatures will 2 be permitted. 3 H. Force Me eure: Either AUTHORITY or CITY shall be excused from performing its a obligations under this Cooperative Agreement during the time and to the extent that it is prevented from 5 performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of 6 fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or 7 local government; national fuel shortage; or a material act or omission by the other PARTY; when 8 satisfactory evidence of such cause is presented to the other PARTY, and provided further that such 9 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the 10 AUTHORITY or CITY not performing. 11 I. Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and CITY 12 rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either 13 AUTHORITY or CITY without the prior written consent of the other PARTY in its sole and absolute la discretion. Any such attempt of assignmentshall be deemed void and of no force and effect. Consent 15 to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any 16 right to consent to such subsequent assignment. 17 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to is authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness under the 19 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 20 K. Governing Law: The laws of the State of California and applicable local and federal laws, 21 regulations and guidelines shall govern this Cooperative Agreement. 22 L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the 23 performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing 24 PARTY. 25 i 26 / Page 10 of 12 L:1Camm1CLERICALIWORDPROC\AGREEIAG91837.d20A-1 6 COOPERATIVE AGREEMENT NO. C-9-1837 1 2 3 4 s c 7 s 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Santa Ana Orange County Transportation Authority 20 Civic Center Plaza 550 South Main Street P.O. Box 1988 P. O. Box 14184 Santa Ana, CA 92702 Orange, CA 92863-1584 Attention: Fuad Sweiss Attention: Luis Martinez Executive Director of Public Works Associate Contract Administrator (714)647-5654 (714)560-5767 Email: sweiss@santa-ana.org Email: Imartinezl@octa.net With a copy that shall not constitute Notice to: With a copy that shall not constitute Notice to: Cc: Zden6k Kekula Cc: Louis Zhao Senior Civil Engineer Section Manager, Discretionary Funding Programs and Denise Arriaga Ibarra Transportation Funding Analyst N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of PARTIES hereto. O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All work must be completed no later than forty-two (42) months after the E-76 request approval date. / Page 11 of 12 LaCammICLERICALIWORDPROC\AGREE\AG91837.d2O A —A 7 COOPERATIVE AGREEMENT NO. C-9-1837 This Cooperative Agreement shall be effective upon execution by both PARTIES. IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement No. C-9-1837 to be executed as of the date of the last signature below. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY Bv: Kristine Ridge City Manager Date: ATTEST: By: Daisy Gomez, MMC City Clerk Dated APPROVED AS TO FORM: By: '()a4 wt, -f.M.-& SVonia R. Carvalho (for) City Attorney Dated: Bv: Darrell E. Johnson Chief Executive Officer Date: APPROVED AS TO FARM: J Dated: Bv: APPROVAL RECOMMENDED: Kia Mortazavi Executive Director, Planning Dated: Page 12 of 12 L\Camm\CLERICAL\WORDPROC\AGREE WG91837.d2OA-1 8 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT A BICYCLE CORRIDOR IMPROVEMENT PROGRAM FUNDING PLAN WARNER AVENUE PROTECTED BIKE LANES Proiect Schedule and Fundina Schedule Completion Date Final Environmental Document Submit E-76 for Preliminary Engineering Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Submit E-76 for Construction Award Construction Project Completion (open for use Preliminary Engineering and Construction funding authorized through this agreement: CMAQ: $1,116,126 Local Match (Participating): 152,199 Federally Non -Participating Local Contribution: $ 173,880 Subtotal Total Local Match: $326,079 Total Project Cost: $1,442,205 Preliminary Engineering ($000's) Fund Source Fiscal Year Original Planned Allocation Proportion CMAQ FY 2019-20 _ 1 $94.010 88% City Local FY 2019-20 $12,820 1 12% _ TOTAL $106,830 Right -of -Way $000's Fund Source Fiscal Year Original Planned Allocation Proportion TOTAL Construction ($000's) Fund Source Fiscal Year Original Planned Allocation Proportion CMAQ _ FY 2020-21 $1,022,116 76.5% 88% partici atin City Local Participating FY 2020-21 $139,379 10.5% (12%participating) City Local Non-Partici atin FY 2020-21 $173,880 13.0% Subtotal City Local $313,259 TOTAL $I335,375 _ Project Manager Sig Project Manager Name: 20A-19 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT B SEMI-ANNUAL REPORT Project Title: Agency: Date: Current Schedule: Original Estimated Comnletion Date Cmmnletinn nnf+ Draft Environmental Document Final Environmental Document Start Design / Engineering Complete Design / Engineering Start Rig ht-of-Way Acquisition Right -of -Way Certification Submit Request for Authorization for Construction E-76 Ready to Advertise Award Construction Pro'ect Completion (open for use) Funding Table: Environmental/Preliminary Engineering ($000's) Fund Source Fiscal Year Planned Obli ation Current Estimates Actual Expended Remaining Allocation Final Desiqn ($000's) Fund Source Fiscal Year I Planned Obli ation Current Estimates Actual Ex ended Remaining I Allocation Right -of -Way ($000's) Fund Source Fiscal Year Planned Obli ation Current Estimates Actual Ex ended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obliciation Revised I Allocation Actual I Ex ended Remaining I Allocation 20A-20 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT B Major Activities: Status: Issues and Resolution: OCTA Authorized Funding History: Date Action/ Brief Description _Title Ex. March XX, 2019 OCTA Board Report 2019 BC1P Funding Recommendations Approved $XXX,XXX in CMAQ and an associated $XXXXX in local match Contact: Name: Title: Phone: Email: Note: The information in this report may be provided to OCTA through the State and Federal Calls for Projects Database if available. Additionally, OCTA may require additional information on performance of the project related to either air quality or transportation usage. 2 20A-21 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT C FINAL PROJECT REPORT FORM OCTA Date Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. Page 4, the OCTA Staff Verification will be filled out by OCTA staff. Location and Scope of Work Verification of Match and Actual Ex enditures «'.. Looal=.Md'tth 1 t 7 �.S Other :. Phase .. (ENTRA' `SQUR E)pURS;E) (ENTER (ENTER BLIP j OCTk Total: (C.MAQ) g Fundin _ Engineering$ - $ $ _ $ $ $ Right -of -Way $ - $ $ - $ _ $ _ $ _ Construction $ - $ $ _ $ $ $ Total 1 $ - I$ Project Schedule Priase : ems' Proposed Actualz' Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use) To air Project Match Rate r 20A-22 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT C mFINAL PROJECT REPORT FORM OCTA 20A-23 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT C FINAL PROJECT REPORT FORM OCTA I hereby certify that the statements provided here are true and correct. Proiect Title Yes No NIA 1 The project is designed to city/county and other participating jurisdictions' standards. ❑ ❑ ❑ 2 The project contract was awarded or: ENTER DATE ❑ ❑ ❑ The total cost of the contract is equal to or less than the total BCIP funds awarded and ❑ ❑ ❑ 3 matching funds provided. 4 The city/county provided matching funds to the project. ❑ ❑ ❑ 5 Right-of-way was acquired in conformance with city/county procedures. ❑ ❑ ❑ 6 All required environmental documentation is complete and certified. ❑ ❑ ❑ 7 An updated project schedule is included with the final invoice. ❑ ❑ ❑ The final invoice is attached with all the necessary documentation. Please provide all ❑ ❑ ❑ invoices to Caltrans, all invoices from contractors, and proof of payment in the form of 8 cancelled checks and/or a general ledger. 9 If the final project scope deviated from the original approved scope, was this approved ❑ ❑ ❑ by OCTA? ❑ ❑ ❑ 10 A copy of the Notice of Completion has been provided to OCTA 11 I Before and After Photos of the project site have been provided to OCTA ❑ ❑ ❑ Name Title JPublic Works Director Signature Date 20A-24 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT C mFINAL PROJECT REPORT FORM OCTA 20A-25 COOPERATIVE AGREEMENT NO. C-9-1837 EXHIBIT C FINAL PROJECT REPORT FORM OCTA OCTA STAFF USE ONLY Orange County Transportation Authority staff has inspected the project site and certifies that the project is complete and ready for use. Proiect Title Name Title Signature Date 20A-26 $ � § �§ ■� i§ 6; §z §� ■§ ■CL �■ ;■ \ ) §®® .» 2 §(\ () 6w ( 2) uj §!& ± § B k k s § U §\J §0w � \ � z / # } � !Is upws 2OAk . 27 ■ \ \ ) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECOGNIZE CLAIMS COST ❑ As Recommended REIMBURSEMENT FUNDS AND APPROVE El Amended APPROPRIATION ADJUSTMENT TO ❑ Ordinance on Reading ❑ Ordinance on 2ntl Reading FACILITATE PAYMENTS FOR REPAIRS ❑ Implementing Resolution AND RENOVATIONS ON VARIOUS ❑ Set Public Hearing For_ DAMAGED CITY PROPERTIES CONTINUED TO /s/Kristine CITY MANAGER RECOMMENDED ACTION Approve an appropriation adjustment recognizing Fiscal Year 2019-20 claims cost reimbursement revenue in the estimated amount of $1,486,520 into general liability revenue account and appropriate the same amount to the general liability contract services -professional. DISCUSSION The City experiences multiple types of property damage throughout a normal year and Risk Management facilitates cost recovery from applicable insurance entities and/or responsible parties. Since 2017 the larger losses are referenced in the table below: City Facility Date of Loss Damage Category Remediation/Repair Costs Jerome Recreation Center— 11/01/2017 Water Intrusion $105,870 Gym Floor City Hall Basement 10/13/2018 Flood $259,064 Santa Ana Regional 02/05/2019 Air Quality $183,434 Transportation Center SARTC , 2nd floor Santa Ana Regional 05/10/2019 Air Quality $53,363 Transportation Center SARTC , 3rd floor Southwest Senior Center 10/21/2019 Flood/Faulty $700,000 "Facility is closed, projected Equipment reopening April 2020 Facilities Damage Mitigation Various Various $184,789 Requirements 20B-1 Appropriation Adjustment Fiscal Year 2019-20 Risk Management Projects February 18, 2020 Page 2 Inspection of the Southwest Senior Center during the initial evaluation of damage identified several significant hazardous areas which require repair, to accommodate patrons safely and appropriately. Concerned areas include lifting of tile floor and concrete cracks throughout front and rear entrance of facility, inadequate fire suppression in the kitchen. With approval of appropriation, funds will be allocated to address the hazardous area and issues, meet ADA requirements, and install preventative measures to mitigate damage from flooding in the future. The renewed Center will better serve the community by presenting a safe facility for the public and City staff. The anticipated reimbursement revenue for FY 2019-20 is $1,486,520. Appropriation is requested from revenue accounting unit Insurance Reimbursements, No. 08009002-57019 into Risk Management Projects No. 08009053, to complete the required repairs to the water filter system, renovations, enhanced security, outdoor lighting, and renew the Southwest Senior Center. Appropriated funds will also be allocated to enhance safety and security of City properties as well as mitigate future water damage by installing floor water sensors in appropriate City facilities, updating and adding security cameras in strategic locations, install strategically located outdoor security lighting and complete repairs and renovations of other City properties. Current and future insurance reimbursements and settlements from various property damage to City facilities are deposited into the Risk Management General Liability revenue accounts for use to cover costs of necessary repairs and deductibles. Current deposits are approximately $684,641 with additional anticipated deposits of $801,879, an estimated total of $1,486,520. Deposits not yet received or deposited include smaller cost recovery funds and Insurance Reimbursement already settled in the amount of $561,732 referenced by the attached settlement letters (Exhibit 1). At this time, staff recommends that the City Council approve an appropriation adjustment to recognize these funds to pay outstanding invoices for remediation, repairs, and restoration of affected City facilities. STRATEGIC PLAN ALLIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Strategy 4 (support neighborhood vitality and liability, Strategy 6 (focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT The revenue appropriation should occur in Fiscal Year 2019-20, with the approximate anticipated revenue including the above listed losses as $1,486,520. The Risk Management Division will monitor activities to ensure expenditures do not exceed revenue collected. Fiscal Year 2019-20 General Liability revenue from these losses will be received into the Liability & Property Insurance Reimbursements account, No. 08009002-57019 and appropriating same to Risk Management Projects expenditure account No. 08009053 (various). 20B-2 Appropriation Adjustment Fiscal Year 2019-20: Risk Management Projects February 18, 2020 Page 3 Steven V. Pham Executive Director r_� � � :z.�•� a.�_F� r.� 1n ► u> `y_� ► u>._�KK.1�� ► r r,� I Kathryn Downs, CPA Executive Director Human Resources Agency Finance and Management Services Agency SVP/dsl Exhibit: 1. Settlement Letters from McLarens r1- 180 Montgomery street, Suite 2100 San Francisco, CA 94104-4231 USA Tel .1415 392 6034 v .mclarens.com Fax .1415 392 0213 License #2607078 Jim McGovem Executive General Adjuster Direct Dial .1415 228 6424 Email: pm.magovern@mclarens.com January 29, 2020 MEMORANDUM TO: Samantha M. Lambert, Risk Management Supervisor SLa m be rt(@sa nta-ana.ore Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 FROM: Jim McGovern Assistant Vice President, Executive General Adjuster Re: Assured: Date of Loss: Location Involved: McLarens File No.: Dear Ms. Lambert: PEPIP/DEC 2/City of Santa Ana September 7, 2018 Jerome Center 726 S. Center Street Santa Ana, CA 92704 002.047232.00.J McLarens GLOBAL CLAIMS SERVICES We are writing to advise we have completed our analysis of the above -captioned help based on your assistance and the documentation as presented. We find the loss totals to be $105,870.00 less the <$10,000.00> deductible for a net claim of $95,870.00. Please have the attached Final Proof of Loss executed in the presence of a Notary Public and electronically returned to our office for additional processing and funding. Thank you for your patience and your help in settling the claim. Very truly yours, Jim McGovern Assistant Vice President Executive General Adjuster JM/ct Page 2 CITY OF SANTA ANA January 29, 2020 ENCLOSURES: CC: 1. Final Statement of Loss 2. Final Proof of Loss 1. Robert Frey, rfrev@alliant.com McLarens File 002.047232.00.J 'j McLarens r1- Assured: CITY OF SANTA ANA Coverage: Recapitulation of Verified Detail Values at Risk: LOSS AS DETERMINED: ATI Demo Gym Floor McWill Sports Surfaces FINAL STATEMENT OF VALUE AND LOSS Date of Loss: 9 7 2018 Loss Location: JEROME CENTER 726 S. CENTER ST. SANTA ANA, CA 92704 Manuscript form extending All Risk cover for Real and Personal property. There is $10,000 deductible applicable. Value Loss $ 17,327.00 $ 88,543.00 Value and Loss: $ 105,870.00 Less: Deductible: $ (10,000.00) Net Claim: $ 95,870.00 MCLarens File No.: 002.047232.00.1 rI- Amount of Policy $ As per form To of Issued Expires Iv 1. 2017 iuIv 1. 2018 LEXINGTON SWORN STATEMENT Policy Number 0017471589 In Agency Name Alliant Insurance Services FINAL PROOF OF LOSS COMPANY By the above indicated policy of insurance your insured PEPIP/DEC 2/City of Santa Ana against loss by all risk of physical damage upon the property described, according to the terms and conditions of the said Conditions of the said policy and all forms, endorsements, transfers and assignments attached thereto. 1. Time and Origin: A loss occurred about the hour of o'clock M., on the 7th day of September 20 18 The cause and origin of said loss were: I Damage to Gym Floor 2. Occupancy: The building described, or containing the property described, was occupied at the time of the loss as follows, and for no other purpose whatever: Jerome Center: 726 S. Center Street, Santa Ana, CA 92704 3. Title and Interest When this policy was acquired and at the time of the loss the interest of your insured in the property described therein was sole and unconditional ownership, and no other person or persons had any interest therein or incumbrance thereon. (State exceptions, if any.) NO EXCEPTIONS 4. Changes: Since the said policy was acquired there has been no assignment thereof, or change of ownership, use, occupancy, Possession, location or exposure of the property described, or of our insured's interest therein. (State exceptions, if any.) 5. Total Insurance: The total 6. The Cash Value of said property 7. The Whole Loss and Damage was 8. The Amount Claimed under the The said loss did not original done by or with the privity or consent are mentioned herein or in annexed possession of the said insured at the ti the said company, as to the extent of furnished and considered as part of th The furnishing of this blank any of their rights. FOR YOUR PROTECTION, CALIF( Any person who knowingly presen fines and confinement in state priso State of County of insurance upon the property described by this policy was, at the time of the loss, time of loss was Not Determined $ 103,870.00 e numbered policy ................................................................................... $ 95,870.00 (Amount claimed is net applicable $10,000 deductible) by any act, design or procurement on the part of your insured, or this affiant; nothing has been f your insured or this affiant, to violate the conditions of the policy, or render it void; no articles hedules but such as were in the building damaged or destroyed , and belonging to, and in Le of said loss; no property saved has in any manner been concealed, and no attempt to deceive aid loss, has in any manner been made. Any other information that may be required will be the preparation of proofs by a representative of the above insurance company is not a waiver of :NIA LAW REQUIRES THE FOLLOWING TO APPEAR ON THIS FORM: false or fraudulent claim for the payment of a loss is guilty of a crime and may be subject to Subscribed and sworn to (or affirmed) before me on this day of the person(s) who appear before Claim No: 2957801035US (Insured Signature) Insured (month), (year) by proved to me on the basis of satisfactory evidence to be (signature of Notary) 20B-7 18D Montgomery Street, Suite 2100 San Franoxci. CA 941D4-4231 USA Tel .14153926034 www.mclarens Cons Fax .1 415 39Z 0213 License 42607078 jun McGovern Executna, General Adjuster Direct Dust -14IS 223 M24 Ernst! am com January 10, 2020 MEMORANDUM TO: Samantha M. Lambert, Risk Management Supervisor SLam bert@santa-ana.ore Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 FROM: Jim McGovern Assistant Vice President, Executive General Adjuster Re: Assured: PEPIP/DEC 2/City of Santa Ana Date of Loss: October 13, 2018 Location Involved: 20 Civic Center Plaza Santa Ana, CA 92702 MCLarens File No.: 002.047407.00.1 Dear Ms. Lambert: McLaYens Gl (JB<t ; tAYS Sk NJi<E S We are writing to discuss a recommended settlement for the above -captioned claim. As you may recall in our earlier discussion, BELFOR responded to the Emergency Services and the follow-on abatement of asbestos impacted by the water damage and have been paid in full by the City of Santa Ana at $133,725.97. As a follow on, BELFOR submitted a rebuild estimate for $129,295.71. However, due to a change in personnel at the City and difficulties in getting a group consensus as to how best to repair the area, BELFOR was not hired to do the repair work and the repair work remains incomplete. At this juncture there are two avenues to complete the settlement of this claim as follows: 1. The claim can be moved forward by securing the services of BELFOR or another contractor to perform the agreed scope of repairs. Once those repairs are done based on a like kind and quality repair scope, we would reimburse for that amount of work which currently is projected at $129,295.71. In addition, we would make an advance payment on the other outstanding cost to date which includes the Emergency Services and Abatement by BELFOR and some testing by other various environmental companies. Page 2 CITY OF SANTA ANA January 10, 2020 McLarens File 002.047407.00.J 2. An alternative method of settling the claim would be to pay all outstanding bills to date as previously mentioned above and pay based on the actual cash value (ACV( of the repairs. The ACV would be the total of the projected repairs less depreciation which is $114,839.85 Attached is a worksheet showing the ACV avenue to settle the claim. Please review this and advise if you would prefer to settle the claim based on the numbers at hand with the ACV calculation for repairs or alternatively if you would like to accept the partial payment for the Emergency Services and Abatement and associated environmental consultants plus the longer -term construction on a like kind and quality basis. We are prepared to work with you on either approach and will await your instructions as to how best to move forward. If you have any questions, please feel free to call. Very truly yours, ryhJ I �y1 .. Jim McGovern Assistant Vice President Executive General Adjuster 15010026 JM/ct ENCLOSURES: 1. Worksheet with ACV Calculation CC: 1. Robert Frey joMcLaTms rl- • Adjuster Worksheet Insured: PEPIP/DEC 2/City of Santa Ana McLarens File: 002.047407.00.1 VENDOR SERVICES SUBMITTED AGREED COMMENTS Belfor Emergency Services $ 87,142.66 $ 87,142.66 Completed Belfor ACM Abatement $ 46,583.31 $ 46,583.31 Complete and Passed A -Tech Testin Environmental $ 4,708.00 $ 4,708.00 Agreed Dr. Sasson Testing/Environmental $ 5,790.00 $ 5,790.00 Agreed Belfor Repair Quote $ 129,295.71 $ 114,839.85 At ACV with depreciation on materials only Gross Loss: $ 259,063.82 Deductible: Net Claim: 1 $ 249,063.82 1 ACV Costs to Date 20B-10 180 Montgomery Street, Suite 2100 San Francisco, CA 94104-4231 USA Tel +14153926034 www.mciarens.com Fax +1415 392 0213 License#2607078 Jim McGovern Executive General Adjuster Direct Dial .1415 228 6424 Email: pm.mcpvern@=1arens.com January 29, 2020 MEMORANDUM TO: Samantha M. Lambert, Risk Management Supervisor SLa m be rt@sa nta-ana.ore Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 FROM: Jim McGovern Assistant Vice President, Executive General Adjuster Re: Assured: Date of Loss: Location Involved: McLarens File No.: Dear Ms. Lambert: tj McLarens GLOBAL CLAIMS SERVICES PEPIP/DEC 2/City of Santa Ana February 5, 2019 Santa Ana Train Station 1000 E. Santa Ana Boulevard Santa Ana, CA 92701 002.048948.00.J We are writing to advise we have completed our analysis of the above -captioned claim and have determined the claim to be valued at $183,434.67 less the <$10,000.00> deductible for a final claim total of $173,434.67. Please review the attached Statement of Loss and keep a copy for your records. Please have the attached Final Proof of Loss executed in the presence of a Notary Public and electronically returned to our office for additional processing and funding. Thank you for your patience and help in settling this claim and we wish you the best of luck in the new year. Very truly yours, Jim McGovern Assistant Vice President Executive General Adjuster JM/ct 20B-11 Page 2 CITY OF SANTA ANA January 29, 2020 ENCLOSURES: CC: 1. Final Statement of Loss 2. Final Proof of Loss 1. Robert Frey, rfrev@alliant.com MCLarens File 002.048948.00.) tj McLarens 20B-12 ■■888Q!P i ) »;---;: - i 2 \7, � { �| !� § � � ! !; §■E§ ,,��•| � ��l;i|§ � |} �,�,■ 20B.12 Amount of Policy $ As per form Issued I Expires To of SWORN STATEMENT Policy Number 0017471589 In Agency Name Alliant Insurance Services FINAL PROOF OF LOSS COMPANY By the above indicated polity of insurance your insured PEPIP/DEC 2/City of Santa Ana against loss by all risk of physical damage upon the property described, according to the terms and conditions of the said Conditions of the said policy and all forms, endorsements, transfers and assignments attached thereto. 1. Time and Origin: A loss occurred ablout the hour of o'clock M., on the 5th day of February 20 19 The cause and origin of said loss were: Discovery of Mold 2. Occupancy: The building described, or containing the property described, was occupied at the time of the loss as follows, and for no other purpose whatever: 1000 E. Santa Ana Boulevard, Santa Ana, CA 92701 I 3. Title and Interest: When this policy was acquired and at the time of the loss the interest of your insured in the property described therein was sole and unconditional ownership, and no other person or persons had any interest therein or incumbrance thereon. (State exceptions, if any.) NO EXCEPTIONS 4. Changes: Since the said policy was acquired there has been no assignment thereof, or change of ownership, use, occupancy, Possession, location or exposure of the property described, or of our insured's interest therein. (State exceptions, if any.) NO EXCEPTIONS 5. Total Insurance: The total mount of insurance upon the property described by this policy was, at the time of the loss, $ 6. The Cash Value of said property at the time of loss was...................................................................................... $ Not Determined 7. The Whole Loss and Damage was ... ........................................................................................................................ $ 183,434.67 8. The Amount Claimed under the ab ee numbered policy ................................................................................... $ 173,434.67 1 (Amount claimed is net applicable $10,000 deductible) The said loss did not originate by any act, design or procurement on the part of your insured, or this affiant; nothing has been done by or with the privity or consent Hof your insured or this affiant, to violate the conditions of the policy, or render it void; no articles are mentioned herein or in annexed schedules but such as were in the building damaged or destroyed , and belonging to, and in possession of the said insured at the me of said loss; no property saved has in any manner been concealed, and no attempt to deceive the said company, as to the extent oflsaid loss, has in any manner been made. Any other information that may be required will be furnished and considered as part of this proof. The furnishing of this blank it the preparation of proofs by a representative of the above insurance company is not a waiver of any of their rights. FOR YOUR PROTECTION, CALIFORNIA LAW REQUIRES THE FOLLOWING TO APPEAR ON THIS FORM: Any person who knowingly presents false or fraudulent claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. State of (Insured Signature) County of Insured I Subscribed and sworn to (or affirme5i) before me on this day of (month), (year) by proved to me on the basis of satisfactory evidence to be the person(s) who appear before me. (signature of Notary) McLarens File No.: 002.048948.00.J Claim No: 6692409811US 20B-14 180 Montgomery Street, Suite 2100 San Franclxo, CA 94104-4231 USA Tel +14153926034 w .mclarensxom Fax +1415 392 0213 License #2607078 Inn MCGovem Executive General Adjuster Direct Dial tl 415 228 6424 Email: jim.mcgovern@mclarens.com January 9, 2020 MEMORANDUM tf McLarens GLOBAL CLAIMS SERVICES TO: Samantha M. Lambert, Risk Management Supervisor SLambert@santa-ana.or Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 FROM: Jim McGovern Assistant Vice President, Executive General Adjuster Re: Assured: PEPIP/DEC 2/ City of Santa Ana Date of Loss: April 24, 2019 Location Involved: 1000 East Santa Ana Boulevard Santa Ana, CA 92701 McLarens File No.: 002.049759.00.J Dear Ms. Lambert: We are writing to finalize the above -captioned claim. You may recall that we initially opened a claim at the Santa Ana train station on February 5, 2019 specific to damages on the second floor. After further review, it was determined necessary to open a second file to cover the third floor. The above -captioned claim addresses that situation. After review of the invoices as presented by AT] and EnviroCheck we have determined the loss to be valued at $53,362.17 less your $10,000.00 deductible for a net final claim of $43,362.17. Attached is a copy of the Final Statement of Loss and Final Proof of Loss. Please have the Final Proof of Loss executed in the presence of a Notary Public and electronically returned to our office for additional processing and funding. We thank you for your patience and realize this has been a complex loss and appreciate your assistance. If you have any questions, please call us. Otherwise please return the executed document for funding purposes. Very truly yours, 20B-15 Page 2 CITY OF SANTA ANA January 9, 2020 Jim McGovern Assistant Vice President Executive General Adjuster JM/ct ENCLOSURES: 1. Final Statement of Loss 2. Final Proof of Loss McLarens File 002.049759.00.J McLarens 20B-16 , ,■■ � �«� ) \ 20B.17 Amount of Policy SWORN STATEMENT Policy Number 0017471589 $ As per form In Agency Name Alliant Insurance Services FINAL PROOF OF LOSS Issued Expues July 1, 2018 July 1,19 TO Lexington I I urance Company of Boston, Massachusetts By the above indicated policy of insurance your insured PEPIP/DEC 2/ City of Santa Ana against loss by all risk of physical damage upon the property described, according to the terms and conditions of the said Conditions of the said policy and all forins, endorsements, transfers and assignments attached thereto. 1. Time and Origin: A loss occurred about the hour of o dock _ M., on the 24w day of April 20 19 The cause and origin of said loss were: Mold detected 2. Occupancy: The building described, or containing the property described, was occupied at the time of the loss as follows, and for no other purpose whatever: 1000 East Santa Ana Boulevard, Santa Ana, CA 92701 1 3. Title and Interest: When this poli6 was acquired and at the time of the loss the interest of your insured in the property described therein was sole and unconditional ownership, and no other person or persons had any interest therein or incumbrance thereon. (State exceptions, if any.) NO EXCEPTIONS 4. Changes: Since the said policy was acquired there has been no assignment thereof, or change of ownership, use, occupancy, Possession, location or exposure of the property described, or of our insured's interest therein. (State exceptions, if any.) 1 NO EXCEPTIONS 5. Total Insurance: The total mount of insurance upon the property described by this policy was, at the time of the loss, 6. The Cash Value of said property at the time of loss was...................................................................................... $ Not Determined 7. The Whole Loss and Damage was..I........................................................................................................................ $ 53,362.17 8. The Amount Claimed under the abc ve numbered policy ................................................................................... $ 43,362.17 (Amount claimed is net applicable $10,000.00 deductible) The said loss did not originati by any act, design or procurement on the part of your insured, or this affiant, nothing has been done by or with the privity or consent of your insured or this affiant, to violate the conditions of the policy, or render it void; no articles are mentioned herein or in annexed schedules but such as were in the building damaged or destroyed , and belonging to, and in possession of the said insured at the 'hare of said loss; no property saved has in any manner been concealed, and no attempt to deceive the said company, as to the extent oflsaid loss, has in any manner been made. Any other information that may be required will be furnished and considered as part of this proof. The furnishing of this blank r the preparation of proofs by a representative of the above insurance company is not a waiver of any of their rights. FOR YOUR PROTECTION, CALIFORNIA LAW REQUIRES THE FOLLOWING TO APPEAR ON THIS FORM: Any person who knowingly presents false or fraudulent claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison State of (Insured Signature) County of Insured I Subscribed and sworn to (or affirmea) before me on this day of (month), (year) by proved to me on the basis of satisfactory evidence to be the person(s) who appear before me. (signature of Notary) McLarens File No.: 002.049759.00.J Claim No.: 6692409811US r1- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: AWARD BLANKET ORDER CONTRACT FOR AN AMOUNT NOT TO EXCEED $369,000 TO ALHAMBRA FOUNDRY CO., LTD. FOR SEWER MANHOLE FRAMES AND COVERS (SPECIFICATION NO. 19-143) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 st Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ C•Z 01111►11110BIDE /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award blanket order contract to Alhambra Foundry Co., LTD., for sewer manhole frames and covers for a three-year period beginning February 19, 2020, and expiring January 31, 2023, with provisions for two one-year renewals exercisable by the City Manager, in an annual amount not to exceed $73,800, for a total amount not to exceed $369,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency Water Resources Division maintains the City's sanitary sewer system consisting of approximately 390 miles of pipelines and 8,500 manhole covers. Approximately 160 manhole covers are replaced annually due to damage or wear and tear. The manhole covers are purchased through the City's Central Stores warehouse for distribution to the Maintenance Services Division. The Central Stores warehouse provides a one -stop shop for stock items, which expedites services and improves response time. The contract for manhole covers and frames is designed to provide quality products at significant savings based on quantity pricing. Outreach Efforts The Notice Inviting Bids was advertised on December 20, 2019, on the City's online bid management and publication system. A total of 139 vendors, including six located in the City of Santa Ana, were notified of the project. Fifteen vendors downloaded bidding documents and two bids were received. with none from Santa Ana contractors. Bid Results Summary Two bids were received, opened on January 16, 2020, and evaluated. Bid results are as follows: Rank Bidder 1 Alhambra Foundry Co., LTD 2 Neenah Foundry Company Location Amount Alhambra, CA $71,795.00 Neenah, WI $23,550.00 22A-1 Award Contracts for Sewer Manhole Frames and Covers February 18, 2020 Page 2 The bid received from Alhambra Foundry Co., LTD. was lowest, responsive to specifications, and met the City's requirements. Although Neenah Foundry Company appears to be the lowest bidder, it is not able to meet the City's specifications for the majority of bid items. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard.) FISCAL IMPACT Funding for the initial three-year term (FY 2019-20 through FY 2020-21) and two subsequent one- year renewal periods will be budgeted and made available for expenditure in the accounts specified below: Fiscal Year Accounting Unit- Fund Account Unit, Account Description Amount Account# Description FY2019-20 05617640-63001 Sewer Sanitary Sewer Service, $30,750 (Feb. -June) Miscellaneous Operating Expenses FY2020-21 05617640-63001 Sewer Sanitary Sewer Service, $73,800 (July -June) Miscellaneous Operating Expenses FY2021-22 05617640-63001 Sewer Sanitary Sewer Service, $73,800 (July -June) Miscellaneous Operating Expenses FY2022-23 05617640-63001 Sewer Sanitary Sewer Service, $43,050 (July -Jan) Miscellaneous Operating Expenses SUBTOTAL $221,400 Renewal Options FY2022-23 05617640-63001 Sewer Sanitary Sewer Service, $30,750 (Feb. -June) Miscellaneous Operating Expenses FY2023-24 05617640-63001 Sewer Sanitary Sewer Service, $73,800 (July -June) Miscellaneous Operating Expenses FY2024-25 05617640-63001 Sewer Sanitary Sewer Service, $43,050 (July -Jan) Miscellaneous Operating Expenses TOTAL $369,000 22A-2 Award Contracts for Sewer Manhole Frames and Covers February 18, 2020 Page 2 HI>>:iU•51:11.LF-MrU211►IIby_1►1.LWK.111►1�-3 Nabil Saba, PE Kathryn Downs, CPA Acting Executive Director Executive Director Public Works Agency Finance and Management Services Agency KL/TC/GL 22A-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: AWARD A CONSTRUCTION CONTRACT TO C.I. SERVICES, INC. IN THE AMOUNT OF $997,647, FOR ROOF IMPROVEMENTS AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER - ESTIMATED PROJECT COST: $1,247,060 (PROJECT NO. 20-6012) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Award a contract to C.I. Services, Inc., the lowest responsive bidder, in accordance with the base bid in the amount of $997,647, for construction of the Santa Ana Regional Transportation Center Roof Improvements Project, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,247,060, which includes $997,647 for the construction contract; $149,648 for contract administration, inspection and testing; and a $99,765 project contingency (approximately 10% of the construction contract amount), paid with PWA - SARTC Operations and Maintenance Funds. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) was built in 1983 and is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority, and interstate bus services. In addition, when complete, the OC Streetcar will have a platform stop at SARTC. The facility is open to the public seven days a week from 5:00 a.m. to midnight, and contains approximately 35,000 square feet of rental space, including ten bus bays, two surface parking lots and a parking structure (Exhibit 1). Due to normal wear and tear, the roof has deteriorated creating several leaks throughout the facility. During heavy rain pours, there is a substantial stream of water spilling into the main lobby creating a safety hazard. In addition, there are several leaks that have been detected in various tenant spaces, which creates a liability concern due to water accumulating behind walls and/or above ceiling tiles. Once completed, these improvements will extend the life of the facility. 23A-1 Award Contract to C.I February 18, 2020 Page 2 Services, Inc. for Roof Improvements at SARTC Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids to repair the roof, a Notice Inviting Bids was advertised in the Orange County Register newspaper on August 9 and 16, 2019, and bids were received electronically via the City's web -based electronic bidding system, PlanetBids, on September 26, 2019. Through the PlanetBids online portal, vendors may register to receive notifications on all current and future City projects, as well as download contract documents, receive project updates and submit bids electronically. A total of 71 vendors, including six located in the City of Santa Ana, were notified of the project via PlanetBids. Thirty-four vendors requested bidding documents and four bids were received, with none from Santa Ana contractors. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 C.I. Services, Inc. Mission Viejo $997,647 2 Best Contracting Services, Inc. Gardena $1,254,100 3 A Good Roofer, Inc. Lakeside $1,473,753 4 Chapman Coast Roof, Inc. Fullerton $1,521,066 C.I. Services, Inc. submitted the lowest responsive bid in the amount of $997,647 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to C.I. Services, Inc. (Exhibit 3). Protect Delivery In addition to the construction contract awarded to the lowest responsive bidder, the estimated total cost of the project includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection include construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and material testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the total estimated construction delivery cost of the project is $1,247,060. Construction Contract $997,647 Construction Administration, Inspection, and Testing $149,648 Contingencies $99,765 ESTIMATED CONSTRUCTION DELIVERY COST $1,247,060 These amounts will cover all staffing costs for delivery of this capital project and no additional funding will be used. 23A-2 Award Contract to C.I February 18, 2020 Page 3 Services, Inc. for Roof Improvements at SARTC STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2020-5 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $1,247,060, which includes the construction contract, contract administration, inspection, testing, and project contingency. The following table summarizes the funds budgeted to deliver construction of this project: Fiscal Year Accounting Unit- Fund Accounting Unit, Account Amount Account # Description Description FY 2019-20 06717650-66200 PWA - SARTC Operations SARTC Operations, $571,646 February -June (20-6012) Fund Building Improvement FY 2019-20 01117650-66200 General Fund SARTC Maintenance, $675,414 July -June (20-6012) Building Improvement Total: $1,247,060 All funds are scheduled for expenditure in Fiscal Year 2019-20. Nabil Saba, PE Acting Executive Director Public Works Agency NS/TC/RA APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 23A-3 Award Contract to C.I. Services, Inc. for Roof Improvements at SARTC February 18, 2020 Page 4 Exhibits: 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 23A-4 Exhibit 1 SANTA ANA PI Project No. 20-6012: �) WA Santa Ana Regional Transportation Center PUBLIC "SAGENCY Roof Improvements 23A-5 City of Santa Ana EXHIBIT 2 Page 1 SARTC Roof Improvements (20-6012), bidding on September 26, 2019 2:00 PM (Pacific) Bid Results Bidder Details Vendor Name C.I. Services, Inc. Address 26861 Trabuco Road #353 Mission Viejo, CA 92691 United States Respondee William A. Baley Respondee Title President Phone 714-867-9178 Ext. Email service@cisewicesinc.com Vendor Type CADIR License # 701434 CA DIR Bid Detail Bid Format Electronic Submitted September 26, 2019 11:08:14 AM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 190865 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type General Bid Documents Signed General Bid Docs City of Santa Ana Train General Forms Station.pdf Ownership Affidavit Signed Ownership Affdavit.pdf Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Band Signed Bid Bontl Bid Bond Guaranty (Notary Public) - RED Original Hard Copy Submittal in Addition Non Collusion Signed Non Collusion Affidavit.pdf Nan -Collusion Affidavit (Notary Public) - RED Original Hard Copy Submittal in Addition Line Items Type Item Code LION! Qty Unit Price Line Total Comment BASE BID 1 Roofing Tile LS 1 $882,424.01) $882,424.00 2 Urethane Roofing Restoration LS 1 $20,000.00 $20,000.00 3 Urethane Gutter Restoration LS 1 $89,000.00 $89,000.00 23A-6 City of Santa Ana SARTC Roof Improvements (20-6012), bidding on September 26, 2019 2:00 PM (Pacific) Page 2 Printed 01/18/2020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 4 Plywood Sheet (4'x8') EA 25 $248.92 $5,223.00 Subtotal $997,647.00 Total $997,647.00 23A-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: C.I. Services, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Quantity Unit Unit Price Amount 1 Roofing Tile 1 LS $882,424.00 $ 882,424.00 2 Urethane Roofing Restoration I LS $20,000.00 $20,000.00 3 Urethane Gutter Restoration I LS $89,000.00 $89,000.00 4 Plywood Sheet (4'x8') 25 EA $248.92 $6,223.00 TOTAL BASE BID $997,647.00 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount, within sixty (60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,500 per calendar day. Name of Firm C.I. Services, Inc. Signature of BIDDER Title President mow✓ "- / `" William A. Bale (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm C.I. Services, Inc. Signature of BIDDER Title President xel� William A. Bale (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) 2?31Pe'8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: C.I. Service, Inc. Business Address: 26861 Trabuco Rd. #353, Mission Viejo, CA 92691 Business E-Mail Address: service@ciservicesinc.com Telephone: 714-867-9178 State Contractor's License No. and Class: License Expiration Date: 01/31/2021 701434 - C-39 & C-46 State Dept. of Industrial Relations (DIR) Registration No.: 1000005311 State Dept. of Industrial Relations (DIR) Registration Expiration Date: Signed: Title: President 06/30/2022 William A. Baley 42,3AL1 0 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm C.I. Services, Inc. Signature of BIDDER Title President —It—� c (if an individual, so state) William A. Baley F3Aw1l CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) William A. Baley , being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm desi and een and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ® CORPORATION That he is of: C.I. Services. Inc. a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of one of the parties m egoing proposal as a joint venture, and the he/she has been vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. Signature of Bidder Subscribed and sworn to before me this Signature of officer Public) SEE ATTACHED 20 23A21 2 ACKNOWLEDGMENT 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 Orange On 9/26/2019 before me, Christopher D. Porter, Notary Public (insert name and title of the officer) personally appeared William A. Baley who proved to me on the basis of satisfactory evidence to be the person(a) whose name(s) is/efe, subscribed to the within instrument and acknowledged to me that he/shefthep executed the same in hislher' eiF authorized capacity(-ies), and that by hisiher/their signatureW 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. CHRISTOPHER 0. PORTER WITNESS my hand and official seal. Notary Public - California <:.�'e¢ = Orange County •�"]"�.r' Commission 8 2285347 My Comm. Expires Apr 15, 2023 SignatureL�LLdL.V—(Seal) 23A-13 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS KNOW ALL PRESENT that, C.I. Services Inc. as BIDDER, and Philadelohia Indemnity Insurance Company as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ Ten percent of the total amount of the bidDollars ($ 10% ), which is ten percent of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN Wr17NESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 24th day of September , 2019 . C.I. Services, Inc. Q� 26861 Trabuco #353, Mission Memo, CA 92691, 714-867-9178 SURETY* C Q - v/) 626-639-1321 Subscrib14 and swom to before me th' - day of 20_ Signature: Notary Public in and for the County o State of * Provide BIDDER/ TY name, address, and telephone number and the name, title, address, an ephone number of authori representative. 5U wt t "�1 pMx� ✓,{+ ZIAP14 ACKNOWLEDGMENT 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 Orange On September 24, 2019 before me, Debra Swanson, Notary Public (insert name and title of the officer) personally appeared Douglas A. Rapp who proved to me on the basis of satisfactory evidence to be the person(e) whose name(q) is/are subscribed to the within instrument and acknowledged to me that he#-+&4 ey executed the same in hisfilteWOieif authorized capacity(ies), and that by his#Fiem4heir signature(* on the instrument the person(M, or the entity upon behalf of which the person(,&) 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. No DEBRASWANSON COMM. M# 2170759 �NOTARlPUBLIC•CAUFORyORANGE COUNTY Signature � �� tTy::i_�n�.t (Seal) YCOMM. EXP. NOV 10. 2C20 23A-15 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 SL Asaph's Rd., Suite 100 Bala Cynwyd. PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoind Douglas A. Rapp & Timothy D. Rapp of Rapp Surety & Insurance Services, Inc. � its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizanms and other tartrates of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed P5,000,000.001 This Power of Attorney is granted and is signed and sealed by faciimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the 14 day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact end revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFDMD BY ITS AUTHORIZED OFFICE THIS 7m DAY OF FEBRUARY 2013. LU:TY("y f 1�:ss k 1927'i"I iyUf •• Fi}Etu f0 i (Seal) • \rA'�(D� Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7ih day of February 2013, before me came the individual who executed the preceding instrument. to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. IarCul h�7H.NaWYPu00a&�y. (kivafemn 2019 Notary Public: residing at: Bala Cyrtwoed, PA (Notary Seal) My commission expires: March 22.2016 1, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full farce and effect 1 do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY. In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 24th J day of I September 112019- r.p�'_'+ Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary w 192 7 ST -. PHILADELPHIA INDEMNITY INSURANCE COMPANY No 23A-16 ACKNOWLEDGMENT 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 Orange On 9/26/2019 before me, personally appeared William A. Baley Christopher D. Porter, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the personal whose name(S) is/are subscribed to the within instrument and acknowledged to me that he/sheRh" executed the same in his�"� t e;r authorized capacityfies), and that by his/heNtheir signatureW on the instrument the person(a), or the entity upon behalf of which the personal 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 m hand and official seal. =i"- y ffia CHRISTOPHER D. PORTER :^+f4ti Notary Public - California Orange County Commission; 2285347 My Comm. Expires Apr 15, 2023 Signature (Seal) 23A-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %s% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %s% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name License #Bxp. DIR Reg. #/Exp. Location Phone Type Of Work Amount $ Name License #Bxp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #Bxp. DIR Reg. #Bxp. License # Location _ Phone Work Signature of Bidder Name License #/Exp. DIR Reg.#/Exp. Location Phone Type Of Work Amount $ Name License DIR Re Phone _ Type Of Work Amount $ Name License #Bxp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ 23AL,18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. Placentia Yorba Linda Unified School District - 1301 E. Orangethorpe Ave., Placentia, CA 92870 Name and Address of Owner. Don Rosales - 714-985-8470 Name and Telephone Number of person familiar with project. $469,700.00 Coating 9/20/2019 Contract Amount Type of Work Date Completed 2. San Bernardino Name and Ad endent of Schools - 601 North E Street, San Bernardino, CA 92415-0020 owner. Name and Telephone Number of person familiar with project. $1.331,801.83 BUR and Coating Contract Amount Type of Work 3. Hamel Contracting - 26431 Jefferson Ave., Murrieta, CA 92562 Name and Address of owner. 7/28/2019 Date Completed Jim Flath - 951-600-2783 Name and Telephone Number of person familiar with project. $347,803.72 Coating 9/27/2018 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Arthur J. Gallaaher - INSURANCE 3697 Mt. Diablo Blvd, Suite 300, Lafayette, CA 94549 925-310-1013 Philadelphia Indemnity Insurance Company via Rapp Surety and Insurance - SURETY 120 Vantis Dr., Suite 300, Aliso Viejo, CA 92656 949-540-6770 23A,a -9 CITY OF SAWA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. Jurupa Unified School District - 4850 Pedley Road, Jurupa Valley, CA 92509 Name and Address of Owner. Dana Tolad - 951-360-2851 Name and Telephone Number of person familiar with project. $387,979.00 BUR Cold Process and Monolithic 9/21/2018 Contract Amount Type of Work Date Completed 2. Riverside Community College District - 3801 Market Street, Riverside, CA 92601 Name and Address of owner. Name and Telephone Number of F $384,948.00 Tile Contract Amount Type of Work 3, Tustin Unified School District - 300 South C Street, Tustin, CA 92780 Name and Address of owner. Biff Dennev - 714- Name and Telephone Number of person $1,927,240.00 Contract Amount BUR Type of Work 9/5/2017 Date Completed 9/1/2016 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Arthur J. Gallagher - INSURANCE 3697 Mt. Diablo Blvd, Suite 300, Lafayette, CA 94549 925-310-1013 Philadelphia Indemnity Insurance Company via Rapp Surety and Insurance - SURETY 120 Vantis Dr., Suite 300, Aliso Viejo, CA 92656 949-540-6770 23AE20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 1 t2 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of 20 y , proved to me on the basis of satisfactory evade o be the person(s) who appeared before me Notary Public Signature _Nofa-ry Public Seal SEE ATTACHED ACKNOWLEDGMENT 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 Orange On 9/26/2019 before me, personally appeared William A. Baley Christopher D. Porter, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the persona) whose name(2) is/we subscribed to the within instrument and acknowledged to me that he/shekhey executed the same in hisiherHheiF authorized capacity{i,-*, and that by his/her/their signature(ej on the instrument the person(a), 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. otary Public D. PORTER WITNESS my hand and official seal. .r` Notary RPHER . POR ER 3 a'�-•:' Orange County Commission a 2285347 My Comm. Expires Apr 15, 2023 Signature (Seal) 23A-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation _of the Chapter. Signed: "� ` " William A. Baley Title: President Firm: C.I. Services, Inc. Date: 9/2612019 233A&L 4 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: William A. Baley Title: President Firm: C.I. Services, Inc. Date: 9/26/2019 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: William A. Baley Title: President Firm: C.I. Services, Inc. Date: 9/26/2019 h '' CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6012 SARTC ROOF IMPROVEMENTS PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. N/A EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 20-6012 SARTC ROOF IMPROVEMENTS This CONSTRUCTION CONTRACT is made and entered into this 18th day of February, 2020 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and C.I. Services, Inc. (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the SARTC Roof Improvements Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Docuur ents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Nine Hundred Ninety Seven Thousand Six Hundred Forty Seven Dollars and No Cents ($997,647.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 23A-28 Page 1 of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timetrame therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-aiia.orgi'pwa/documeiits/CWA.pdf 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 23A-29 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALIIO City Attorney By. OHN FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Acting Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: C.I. Services, Inc. WILLIAM BALEY— President 23A-30 Page 3 of 3 City of Santa Ana EXHIBIT A Page I SARTC Roof Improvements (20-6012), bidding on September 26, 2019 2:00 PM (Pacific) Bid Results Bidder Details Vendor Name C.I. Services, Inc. Address 26861 Trabuco Road #353 Mission Viejo, CA 92691 United States Respondee William A. Baley Respondee Title President Phone 714-867-9178 Ext. Email service@cisewicesinc.com Vendor Type CADIR License # 701434 CA DIR Bid Detail Bid Format Electronic Submitted September 26, 2019 11:08:14 AM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 190865 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type General Bid Documents Signed General Bid Docs City of Santa Ana Train General Forms Station.pdf Ownership Affidavit Signed Ownership Affdavit.pdf Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Band Signed Bid Bontl Bid Bond Guaranty (Notary Public) - RED Original Hard Copy Submittal in Addition Non Collusion Signed Non Collusion Affidavit.pdf Nan -Collusion Affidavit (Notary Public) - RED Original Hard Copy Submittal in Addition Line Items Type Item Code LION! Qty Unit Price Line Total Comment BASE BID 1 Roofing Tile LS 1 $882,424.01) $882,424.00 2 Urethane Roofing Restoration LS 1 $20,000.00 $20,000.00 3 Urethane Gutter Restoration LS 1 $89,000.00 $89,000.00 23A-31 City of Santa Ana SARTC Roof Improvements (20-6012), bidding on September 26, 2019 2:00 PM (Pacific) Page 2 Printed 01/18/2020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 4 Plywood Sheet (4'x8') EA 25 $248.92 $5,223.00 Subtotal $997,647.00 Total $997,647.00 23A-32 CITY OF SANTA ANA PROPOSAL PRO.1F,CT NO. 20-60I2 SARTC; ROOF IMPROVEMENTS RID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SAN i,A ANA FROM: C.I. Services, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans and the specifications for the unit price(s) or lump sums) set forth in the following schedule. ittent Deseription Quantity Unit il'uitpriee _ Ata aunt t IReefing Tile t LS $882,424.00 $ 882,424.00 2 Urethane Roofing Mstoration i LS $20,000,00 $ 20 000.00 3 Urethane butter Restoration t LS $89,000,00 $ 89,000.00 4 Plywood Sheet(4'x8) 25 EA. $248.92 $6,223.00 TOTAL BASE BID $997,647.00 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any; all; or none of the add-ahernate bid items (if any). TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount; within slat i(60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in subsection 6-9 of the Standard Specifications, shall be $2,500 per calendar day. Name of Firm C.I. Services, Inc. r Signature of BIDDER -T'1 William A. Baley Title President (if an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Z3AL313 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 20-6012: SANTA ANA REGIONAL TRANSPORTATION CENTER ROOF IMPROVEMENTS Construction Contract $ 997,647.00 Contract Administration, Inspection and Testing $ 149,648.00 Contingencies $ 99,765.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,247,060.00 W4011-1111iI 23A-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: APPROVE AGREEMENTS WITH LIEBERT CASSIDY WHITMORE FOR SPECIAL LEGAL COUNSEL SERVICES AND CONSORTIUM EMPLOYEE TRAINING SERVICES ($220,000) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Liebert Cassidy Whitmore for special legal counsel services for labor contract negotiation assistance and legal consultation services for the period of January 1, 2020 through June 30, 2022 in the amount of $200,000.00 subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an agreement with Liebert Cassidy Whitmore for expert training and consultation services for a one-year period beginning January 1, 2020 through December 31, 2020, with three one-year renewal options, for a total contract amount not -to -exceed $20,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Human Resources Department is proposing to enter into a special legal counsel services agreement with Liebert Cassidy Whitmore (LCW) for labor contract negotiation assistance. The labor contracts with the Part -Time Civil Service Employees International Union and Part Time Non - Civil Service Employees International Union have expired and are currently in labor negotiations with the legal assistance of LCW. Labor contracts for the Santa Ana Police Officers Association and Santa Ana Police Management Associate are set to expire on June 30, 2021. Labor contracts for the Confidential Association of the City of Santa Ana, Santa Ana Management Association, and Full Time Service Employees International Union are set to expire on June 30, 2022. Labor negotiations can begin at least six months before labor contracts expire and often continue past the labor contract expiration dates. This agreement with LCW will provide a chief negotiator for these required labor processes and will provide labor relations continuity with the various bargaining groups. In addition, the Executive Director of Human Resources is requesting a renewal of the membership in a legal consortium with LCW covering the time period of January 1, 2020 through December 31, 25A-1 Liebert Cassidy Whitmore Agreement February 18, 2020 Page 2 2023. This consortium is composed of approximately 48 agencies in the Orange County area that have the same needs and have agreed to enter into identical agreements. Members of the consortium receive expert training and consulting services from LCW in the areas of workforce management and employee relations. The City of Santa Ana has contracted with LCW in the past to assist and advise on various personnel and labor law matters. Based on the ongoing working relationship between the City and this firm, staff is recommending continued utilization of the firm's services. LCW has extensive experience working with public sector clientele throughout the state and has a staff of over 40 partners and associates in the Los Angeles office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #7 - Team Santa Ana, Objective #4 (establish employee compensation that attracts and retains a highly qualified workforce, objective #5, Create a culture of innovation and efficiency within the organization, Objective #6 (provide a positive workplace environment that supports the health of its employees and celebrates its success, and Objective #7 (develop a culture of motivated and innovative leaders in the organization). FISCAL IMPACT Funds are budgeted and available in the following account for the specified year: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description FY 19-20 01109050- General Fund HR Department Contract $55,000 62300 Services — Professional Funds will be budgeted and made available in the following account for the specified years of the three annual renewal periods if the renewals are exercised: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description FY 20-21 01109050- General Fund HR Department Contract $80,000 62300 Services — Professional FY 21-22 01109050- General Fund HR Department Contract $80,000 62300 Services — Professional FY 22-23 01109050- General Fund HR Department Contract $5,000 62300 Services — Professional 25A-2 Liebert Cassidy Whitmore Agreement February 18, 2020 Page 3 G1»CZUT/: I.FT" rU11]01I y9►1.LWO16111►r�yl Steven V. Pham Kathryn Downs, CPA Executive Director Executive Director Human Resources Department Finance and Management Services Agency Exhibits: 1. Legal Services Agreement with Liebert Cassidy Whitmore 2. Agreement for Special Services with Liebert Cassidy Whitmore 25A-3 EXHIBIT 7 LEGAL SERVICES AGREEMENT WITH LIEBERT CASSIDY WHITMORE This AGREEMENT, made and entered into this 18th day of February, 2020, by and between Liebert Cassidy Whitmore, a Professional Law Corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City desires to employ Attorneys to assist the City in its labor negotiations. Legal services will include but are not limited to providing legal advice, drafting of Memorandums of Understanding, researching legal issues, attending labor negotiation meetings, and providing negotiation services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of employment and labor law matters, in particular public agency labor negotiations and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Attorneys will assist and advise the Executive Director of Human Resources Department and the City Attorney in transactional and negotiation services related to the City's labor negotiations with any and all City labor organizations when and as requested by the Executive Director of Human Resources. Attorneys accept said retention and agree to perform, in a timely and efficient manner all such services as may be requested by the City. Attorneys shall confirm their acceptance of work requested by the City in writing by e-mail or letter. 2. COMPENSATION a. City shall compensate Attorneys based on actual amount of time spent in performing the services including for reasonable travel time. Partners will be billed at the rate of $390 an hour. Time will be billed in 1/10th of an hour increments. Attorneys will submit a monthly statement, specifying the services performed, dates and number of hours and itemization of expenses related thereto. b. The total sum to be expended under this Agreement shall not exceed $200,000 during the term of this Agreement. City agrees to compensate Attorneys for any work performed after January 1, 2020, up to the effective date listed above. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, copying costs, service of process, and mail services authorized by the Executive Director of Human Resources in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Any costs in excess of $5,000 requires the N22595vt 25i4-4 approval of the Executive Director of Human Resources prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by the City 3. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City, as aforesaid, shall be and remain under, and subject to the control and direction of said City at all stages, and that they shall at all times keep the Executive Director of Human Resources and the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters related to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment hereunder is terminated by City, as hereinafter specified, they shall return to the Executive Director of Human Resources and/or the City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. C!I Y DR4 I This Agreement shall commence on February 4, 2020 and terminate on June 30, 2022. unless terminated earlier pursuant to Section 13, below. 5. INDEPENDENT CONTRACTORS Attorneys shall, during the entire term of this Agreement, be construed to be independent contractors and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Attorneys perform the services which are the subject matter of this Agreement; however, the services to be provided by Attorneys shall be provided in a manner consistent with all applicable standards and regulations governing such services. Attorneys shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, #22595v1 5 25A-5 including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. #22595v1 2 �A-6 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, malpractice, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys, as well as all work performed by Attorneys in connection with this Agreement, should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the Executive Director of Human Resources and the City Attorney, or selected members of his/her offices, as directed by the City Attorney and the Executive Director of Human Resources. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City, and shall be returned/provided to the City with all copies upon the request of the City Attorney or Executive Director of Human Resources. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that ( a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; ( c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement or which would constitute a violation of the Rules of Professional Conduct. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by #22595vt 25i4-7 first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: Executive Director Human Resources City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6930 And: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, California 92702-1988 To Attorneys: Liebert Cassidy Whitmore 6033 W. Century Blvd., 5th Floor Los Angeles, CA 90045 Attention: Peter brown, Esq. A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or u22595vt 25A-8 agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. Asa conditions of such payment, the City may require Attorneys to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Attorneys consent to the City `s use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standards of performance specified in the Recital of this Agreement. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall #22595vt 254-9 indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in tact, held by the signatory or is withdrawn. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Daisy Got��jjez Clerk of the Council FORIAPPROVAL: Steven PhAA Executive ffireetor. Human Resources APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney #3Z595vI CITY OF SANTA ANA Kristine Ridge City ManageX DY WHITMORE, PLC SLRpfr 1 f ea-e t," aoi ✓1 25A-10 EXHIBIT 2 AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the City of Santa Ana, A Municipal Corporation, hereinafter referred to as "Agency," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "Attorney." WHEREAS Agency has the need to secure expert training and consulting services to assist Agency in its workforce management and employee relations; and WHEREAS Agency has determined that no less than forty-eight (48) public agencies in the Orange County area have the same need and have agreed to enter into identical agreements with Attorney; and WFMREAS Attorney is specially experienced and qualified to perform the special services desired by the Agency and is willing to perform such services; NOW, THEREFORE, Agency and Attorney agree as follows: Attorney's Services: During the year beginning January 1, 2020, Attorney will provide the following services to Agency (and the other aforesaid public agencies): Six (6) days of group training workshops covering such employment relations subjects as management rights and obligations, negotiation strategies, employment discrimination and affirmative action, employment relations from the perspective of elected officials, performance evaluation (administering evaluations), grievance and discipline administration for supervisors and managers, planning for and responding to concerted job actions, current court, administrative and legislative developments in personnel administration and employment relations, etc., with the specific subjects covered and lengths of individual workshop presentations to be determined by Agency and the other said local agencies. It is expressly understood that the material used during these presentations, including written handouts and. projected power points are provided solely for the contracted workshops. This agreement warrants there will be no future use of Liebert Cassidy Whitmore material in other trainings or formats without the expressed written permission of Liebert Cassidy Whitmore. Any such use will constitute a violation of this agreement and copyright provisions. 2. Availability of Attorney for Agency to consult by telephone. Consortium calls cover questions that the attorney can answer quickly with little research. They do not include the review of documents, in depth research, written responses (like an opinion letter) or advice on on -going legal matters. The caller will be informed if the question exceeds the scope of consortium calls. Should the caller request, the attorney can assist on items that fall outside the service, but these matters will be billed at the attorney's hourly rate. (See additional services section.) 3. Providing of a monthly newsletter covering employment relations developments. 4. Annual Access to Premium Liebert Library Services, Fee: Attorney will provide these special services to Agency for a fee of Four Thousand Four Hundred Thirty Five Dollars ($4,435.00) payable in one payment prior to February 1, 2020. The fee, if paid after February 1, 2020 will be $4,535.00. 9147694,1 ER020-013 25A-11 Said fee will cover Attorney's time in providing said training and consultative services and the development and printing of written materials provided to attendees at the training programs. Professional Liability Insurance: Attorney shall maintain professional liability insurance with limits not less than one million dollars per occurrence throughout the duration of the contract. Independent Contractor: It is understood and agreed that Attorney is and shall remain an independent contractor under this Agreement. Term: The term of this Agreement is twelve (12) months commencing January 1, 2020. The Agreement may be renewed annually, by the written consent of the parties, for three consecutive years with a fee not to exceed $20,000. Condition Precedent: It is understood and agreed that the parties' aforesaid rights and obligations are contingent on no less than forty-eight (48) local agency employers entering into a substantially identical Agreement with Attorney on or about January 1, 2020. LIEBERT CASSLDY WIRTMORE A Professional Corporation CITY OF SANTA ANA A Municipal Corporation W ame: Krisine Ridge Date: 0 3l Title: City Manager Date: [Signatures continue on the next page] ATTEST: 91476943 ER020-013 25A-12 DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 0 Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V. PHAM Executive Director of Human Resources [Signature page-Liebert Cassidy Whitmore Consortium Agreement] 9147694.1 ER020-013 25A-13 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE APPROVE AGREEMENT WITH DN TANKS, INC. IN AN AMOUNT NOT TO EXCEED $460,800 FOR INSTALLATION AND DESIGN SERVICES FOR FALL ARREST SYSTEMS ON WATER FACILITIES /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: UTION ffeAWW ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 st Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with DN Tanks, Inc. for design and installation services for fall arrest systems on water facilities for the three-year period beginning February 18, 2020 through February 17, 2023, with provisions for one two-year extension, in an amount not to exceed $460,800, which includes the contract amount of $384,000 and a 20% contingency of $76,800, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana Public Works Agency Water Division overseas and maintains the daily operations of the Water System and Sanitary Sewer System. The City of Santa Ana's water system has an average daily demand of 43 million gallons (MG) with 45,000 service connections. It is comprised of approximately 444 miles of water main, 45 MG of water storage at seven sites, seven Metropolitan Water District connections, 21 groundwater wells, seven pump stations, and four pressure -regulating stations, and utilizes two pressure zones. The City's sanitary sewer system has approximately 8,000 manholes, 390 miles of sewer mains, and two lift stations. The sewer system collects all sewage and transports it to the Orange County Sanitation District for treatment. On October 3, 2019, the Public Works Agency issued a Request for Proposal (RFP) for qualified engineering firms to provide professional design and installation services for 14 Davit Fall Arrest Systems at seven pump stations and one lift station. Davit systems provide fall prevention and facilitate access to confined space locations for City staff working at water sites. The RFP was advertised on the City's online bid management and publication system, with bids due on October 31, 2019. Twenty-nine firms downloaded the project documents. One proposal was received and evaluated by a selection committee based on criteria as outlined in the RFP. Listed below is the responding firm and their score: 25B-1 Approve an Agreement with DN Tanks, Inc., for Installation and Design Services for Fall Arrest Systems on Water Facilities February 18, 2020 Page 2 FIRM Location Score DN Tanks, Inc. El Cajon 94 In accordance with the RFP, staff recommends awarding a contract to DN Tanks, Inc. (Exhibit 1). Their proposal demonstrated a high technical competency and experience performing similar services. The proposal contained a clear path toward achieving City goals and objectives as required by the RFP. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the Water Utility Water Production and Supply Account (No. 06017640-62300). Funds are estimated to be spent as follows: Fiscal Year Accounting Unit — Fund Accounting Unit, Account Amount Account No. Descri tion Descri tion Agreement 3-Year Term FY19/20 Water Utility Water Production & Feb. -June 06017640-62300 Water Supply, Contract Services- $64,000 Professional FY20/21 Water Utility Water Production & July - June 06017640-62300 Water Supply, Contract Services- $128,000 Professional FY21/22 Water Utility Water Production & July - June 06017640-62300 Water Supply, Contract Services- $128,000 Professional FY22/23 Water Utility Water Production & July — Feb. 06017640-62300 Water Supply, Contract Services- $64,000 Professional Extension Option FY22/23 Water Utility Water Production & Feb. -June 06017640-62300 Water Supply, Contract Services- $19,200 Professional 25B-2 Approve an Agreement with DN Tanks, Inc., for Installation and Design Services for Fall Arrest Systems on Water Facilities February 18, 2020 Page 3 Fiscal Year Accounting Unit — Fund Accounting Unit, Account Amount Account No. Description Description FY23/24 Water Utility Water Production & July - June 06017640-62300 Water Supply, Contract Services- $38,400 Professional FY24/25 Water Utility Water Production & July — Feb. 06017640-62300 Water Supply, Contract Services- $19,200 Professional Total Amount: $460,800 APPROVED AS TO FUNDS AND ACCOUNTS: Nabil Saba Kathryn Downs, CPA Acting Executive Director Executive Director Public Works Agency Finance and Management Services Agency NS/CB Exhibit: 1. Agreement with DN Tanks for Fall Arrest Systems on Water Facilities 25B-3 EXHIBIT 1 AGREEMENT TO PROVIDE INSTALLATION AND DESIGN SERVICES FOR FALL ARREST SYSTEMS ON WATER FACILITIES THIS AGREEMENT is made and entered into this 18th day of February, 2020 by and between DN Tanks, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS. A. On October 3, 2019, the City issued Request for Proposal No. 19-097, by which it sought a contractor to provide installation and design services for fall arrest systems on water facilities. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 19-097. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services that were described in the scope of work that was included in RFP No. 19-097 and that is attached as Exhibit A, and as further delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit C. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $460,800. This sum is comprised of (1) the base amount of $384,000 and (2) a 20% contingency of $76,800 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of perfonnance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of 8 25B-4 3. TERM This Agreement shall commence on the date first written above and terminate on February 17, 2023, unless terminated earlier in accordance with Section 17, below. The tenn of this Agreement may be extended for up to one 2-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended norshall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of S 25B-5 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting frorn any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with acombined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, ]tired and non -owned automobiles. C. Workers' Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for workers' compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. Page 3 of 8 25B-6 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith tenninate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by Page 4 of S 25B-7 V;t law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives frorn the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential infonnation includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana Page 5 of 8 25B-8 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: DN Tanks, Inc. 351 Cypress Lane El Cajon, CA 92020 Attn: Matthew Ford, P.E, A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of.the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not Page 6 of 8 25B-9 similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tennination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 8 25B-10 ti 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: W�: J)(' J n M. Funk Assistant City Attorney FOR APPROVAL Nabil Saba Acting Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR DN Tanks, Inc. � '---0 11 Name: David R. Gourley Title: Executive Vice President #21912v2 �L EXHIBIT A SCOPE OF WORK INTRODUCTION AND BACKGROUND The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.2 square miles and a population over 343,000 people. The City of Santa Ana Public Works Agency— Water Resources Division oversees and maintains the daily operations of the Water System and Sanitary Sewer System. The City of Santa Ana's water system has an average day demand of about 43 MG with 45,000 services. It is comprised of approximately 478 miles of water main, 45 MG of storage at 5 sites, 7 MWD connections, 21 groundwater wells, 7 pump stations, 4 pressure regulating stations and utilizes 2 pressure zones The City desires to implement Davit Fall Arrest Systems at various water and sewer facilities. The City is soliciting proposals from qualified firms to provide professional engineering services to provide final design and installation services. The City shall select one firm to provide these services. DESCRIPTION OF PROJECT The Contractor's scope of services shall include the following tasks: Task 1 - Project Management: The Contractor shall conduct a kickoff meeting with the City to discuss the goals and objectives for the project. At this kickoff meeting, project reporting/communication protocols will be established, a project schedule will be provided and key issues will be discussed to establish the project guidelines. The Contractor will prepare and lead all meetings and provide meetings minutes. The Contractor shall conduct at least one project team meetings throughout the project duration and include key City staff as well as key sub-Contractors/consultants. The Contractor shall submit an initial schedule with pertinent milestones for the major tasks involved in the Project. The schedule shall be updated monthly, or more often, as required. Task 2 — Design Services: The Contractor's Engineer shall use the Davit Fall Arrest System Feasibility Study (Exhibit 1) as the basis of final design for each Davit Fall Arrest System installation. Final plans shall modify and/or verify the proposed design, propose any changes and install the system, subject to the review and approval of the City. The Contractor's Engineer shall perform final structural calculations to confirm the adequacy of the existing structures to support the proposed fall arrest systems as well as modifying the anchorage designs provided in Exhibit 1 as necessary. A waterproofing design and final details shall be provided for any wall/roof penetrations where waterproofing is required. The Contractors Engineer is expected to respond to all Requests for Information as needed, subject to the review and the approval of the Water Resources Division. City of Santa Ana - RFP 19-097 25B-12 The Contractor's Engineer shall also specify any coatings necessary to protect the system from the elements for the proposed fall arrest system at each installation location. It will be incumbent upon the Contractor to find and review all records, including, but not limited to, the previously referenced "as -built" drawings. The Contractor shall also conduct interviews with appropriate City engineering and operations staff. City staff will assist in the records search as time permits. The Contractor shall provide the following documents to the City: 1. Structural calculations and final drawings/details for the davit system installations per site signed by a licensed Engineer in the State of California. 2. Provide all documentation, including certifications, to certify the proposed Davit Systems as required by the applicable regulatory agencies. 3. Final as-builts of each individual installation. Task 3 — Davit System Installation Services: The Contractor shall provide all materials, installation, testing, certification and related appurtenances for fall arrest protection equipment and systems to be installed. The fall protection system shall be the DBI-SALA Advanced One Piece Adjustable Offset Davit System. The fall protection system shall be installed per the recommendations of Exhibit 1 as well as per the requirements of the final design of each individual installation. The Contractor is expected to coordinate all installations with the Contractor's Engineer for any in -field requests for information. Any potholing or onsite investigation necessary to complete each installation is considered included in this task. System components shall be fabricated and painted at the factory. Where possible, minimal on - site fabrication will be permitted. All installations shall be coordinated with the Water Production Team. Scheduling shall be coordinated with their site operations. at In locations where traffic control is required, the following shall apply: All traffic control, where required, shall conform to the requirements of the latest edition of the "Work Area Traffic Control Handbook" (WATCH, City Standard Plan 1125F (SP1125F), the Manual on Uniform Traffic Control Devices (MUTCD), the current MUTCD California Supplement and these Special Provisions. City of Santa Ana - RFP 19-097 25B-13 1. The Contractor shall maintain at least one open traffic lane in each direction at all time on all streets. Flagmen shall be required when directed by the City. 2. During non -working hours, all lanes shall be opened to traffic. 3. Flashing arrow boards shall be required on arterial streets. Deviation from this requirement will be subject to approval from the Traffic Engine 4. Traffic control plans must be submitted and approved before starting work on any public street, except for the following temporary closures: Temporary single lane closure on 4 or 6-lane arterials may be done per WATCH without submitting a traffic control plan. However, this will require approval from the Traffic Engineer. Temporary closure of local streets may be done per WATCH without submitting traffic control plans. However, this will require approval from the Traffic Engineer. Task 4 — Maintenance and Training The Contractor shall include maintenance for the fall protection system annually for 5 years. Maintenance shall include inspection of the fall protection components, repairs for normal wear and tear, documentation of maintenance provided and certifications of systems as required by applicable regulations. The Contractor/Engineer shall catalogue all the installations and provide an electronic means of storing all pertinent maintenance data, including, but not limited to, maintenance intervals, damage records, maintenance checklists, etc. Within 30 business days after the fall protection system is installed, tested and certified, the Contractor shall provide staff training for use of all the systems. The training shall be scheduled and conducted at the City's request and accommodate the water production staff (11 members). The Contractor shall provide documentation for the training sessions and a program description. For fall protection systems that include anchorage designs that require usage to occur under the supervision of a qualified person as required by California safety regulations, provide training to staff as required for them to be qualified to provide supervision as a qualified person, and furnish documentation of the training provided. Task 5 — Value Added Services The Contractor is invited to identify any additional tasks, inspections, or other services that the Contractor feels should be considered as part of this scope of work. If any value added services are identified, the Contractor shall provide a description of the item as well as a cost associated with this item. The cost will not be considered part of the base fee during the evaluation of the proposals, but may be added at the City's discretion upon award of a contract. ---End of SCOPE OF WORK Section. --- City of Santa Ana - RFP 19-097 25B-14 -�Pl EXHIBIT B RFP NO.: 19-097 Installation and Design Services for Fall Arrest Systems on Water Facilities SUBMITTED TO: City of Santa Ana Public Works Agency 1 215 S. Center Street I Building A Santa Ana, CA 92703 via: PlanetBids System TECHNICAL SUBMISSION SUBMITTED BY: DN TANKS, INC. 351 Cyg �ess Lane, El Cajon, CA 92020 6192 145 www.DNTANKS.com 2 N TANKS Inspection I Rehab I Retrofit P 0 Box 696, El Caton CA 92022 I 619A40.8181 I Fax 619 440 8653 October 31, 2019 City of Santa Ana 1600 West Towne Center Drive South Jordan, UT 84095 Attn: Cesar Barrera, P.E. RE: Request for Proposal for Installation and Design Services for Fall Arrest Systems on Water Facilities City of Santa Ana Public Works Agency Dear Mr. Barrera, DN Tanks has reviewed the documents for the subject project and is pleased to provide the City of Santa Ana with this proposal for the design and installation of the davit fall arrest systems at your reservoir and vault facilities identified in the RFP. We are confident you will find that our team has thoroughly prepared for this project and has the technical expertise and capability to assist the City in making this a successful project. DN Tanks is the world leader in tank storage including over 3,000 tank installation, retrofit, repair and structural modification projects. DN Tanks will leverage this experience to offer the City turnkey design and installation services for water infrastructure appurtenances and has been offering these services to our clients for decades. We believe this makes us a great fit to team with the City for this project. In preparing our cost estimate (provided under separate cover as requested), DN Tanks has included all costs associated with the davit anchor installations in Attachment 2: Fee Schedule. Our pricing is based on the davit systems being designed and installed in a mannersimilarto what is shown in the preliminary feasibility study. In an effort to provide enhanced value to the City, we have provided an additional attachment to the fee schedule with a breakout of the typical DBI-SALA davit system components for the City's consideration. We have structured our proposal in this manner to provide the City with flexibility in deciding how many davit systems to purchase based on the actual needs of your operators. Additionally, we have included a section of Value -Added Services which DN Tanks can provide the City which may be of benefit. We appreciate the opportunity to provide this proposal and look forward to the opportunity of working with you on this important project. Please contact me at (619) 270-4546 if you have any questions or require additional information. Thank you for your consideration. Sincerely, 070-TIMARM M. Matthew Ford, P.E. Regional Manager. CTS Western Region DN TANKS I Concrete Tank Services P.O. Box 696, El Cajon, CA 92022-0696 Main Office 619.440.8181 Direct 619 270.4546 I Cell 781.457.8640 1 Fax 619.440 8653 25B-16 ;511 5p�__k. TANKS Gona,utlanL Stn�]nq en" 11 Teal Road, Vllakefield. NIA I1880 1 781.246 '1133 I Far. 781.224,5163 July 15, 2019 Reference: Bidding and Proposal Submission Documents —Authority to Sign This letter authorizes, during the bidding process and prior to award of a project, the following individuals at DN Tanks, Inc. to execute bid and proposal submission documents in the name of and on behalf of DN Tanks, Inc. Ryan Aldrich Christopher C. Hodgson Joseph G. Pappo Stephen T. Applegate Francis P. Houston Kevin G. Peacock Nicholas K. Belmont Jamie C. Howard Jeffery J. Pfarr TannerT. Bennett Jeremy W. Jacobs Stephen Puo olo Tyler Bernhard Kyle M. Koebbe John Saliho lu Adam P. Blaser Kyle K. Leinin er Christopher A.J. Saxton Matthew D. Ford Terry Marshall Allen M. S eedie Guy S. Frankenfield Corey M. Meyers Sean Sudol David S. Ornduff Ran E. Wessels Sincerely, 855 DWANKS 1 855 3G8.2657 I wwww.clnCauik!; corn 25B-17 0 DN TANKS, INC. Secretary's Certifieate The undersigned, being the duly elected Secretary of DN Tanks, Inc., a Delaware corporation (the "Company") does hereby certify that: The following is a complete, true and correct list of the officers of the Company as of the date set forth below, as elected by the Board of Directors of the Company: Charles E. Crowley President & Chief Executive Officer William F. Crowley Executive Vice President James P. Diggins Vice President Eastern Region Operations Robert J. Walsh Vice President Central Region Construction David Gourley Vice President Unique Projects Thomas P. Christie Senior Vice President Sales & Western Region Operations Stephen Boyle Senior Vice President Estimating Michael Azarela Senior Vice President, Finance; Chief Financial Officer & Treasurer Donna O'Donnell Secretary Stephen M. Kane Assistant Secretary Erin Colliton Assistant Secretary Andrew Minogue Director of Engineering, Assistant Secretary Allen Speedie Assistant Secretary Debra L. Martinez Assistant Secretary JoAnn C. Caster Assistant Secretary IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 15th day of April, 2019. DN Tanks, Inc. �/J By: (lei try dz4z,— - Donna O'Donnell Secretary 25B-18 RFP NO. 19-097 Installation and Design Services For Fall Arrest Systems On Water Facilities Agreement Statement 25B-19 DN TANKS .Inspection I Rehetx. I Retrofit PC Sox 696, El Calun CA 92022 1 619 440 8101 1 Fax 619 410 8653 October 31, 2019 City of Santa Ana Public Works Agency 215 S. Center Street, Building A Santa Ana, CA 92703 Attn: Cesar Barrera, P.E. RE: RFP for Installation and Design Services for Fall Arrest Systems on Water Facilities Standard Agreement Confirmation DN Tanks has reviewed the standard agreement as shown in ATTACHMENT 4: STANDARD AGREEMENT of the RFP and confirms we concur with terms and conditions of the agreement as shown. Additionally, DN Tanks has reviewed the insurance requirements for this project and confirms our insurance policy meets the minimum requirements outlined. Asample certificate of Liability Insurance as evidence of our coverage can be submitted upon request. Sincerely, nali/C& �ond Matthew Ford, P.E. I Regional Manager, CTS Western Region DN TANKS I Concrete Tank Services P.O. Box 696, El Cajon, CA 92022-0696 Main Office 619.440,8181 Direct 619.270,4546 i Cell 781.457.8640 1 Fax 619.440.8653 www.dntanks.corn 25B-20 `-Y"' Company Background DN Tanks, Inc., specializes in the design and construction of AWWA D110 prestressed concrete tanks used for potable water, wastewater, chilled water and other liquids. With over 90 years of experience, and over 3,000 tanks ranging in capacity from 40,000 gallons to 40 million gallons, DN Tanks offers expanded construction capacity, unmatched technical expertise and proficiency in multiple types of proven tank designs to provide customized storage solutions. Our tanks are designed to meet varying project requirements with the ability to withstand seismic activity, extreme climates, and severe site conditions. Our mission to drive the quality of our work inside and out, is simply to make every tank we build a source of pride, for us and for our customers. It's our commitment to quality, durability, and to delivering long-term value that lasts for generations. CTS (Concrete Tank Services) is a division of DN Tanks who shares our commitment to quality and customer service. CTS inspects, rehabilitates and retrofits all types of concrete tanks. ON Tanks... Generations Strong ON Tanks US Operational Centers Corporate Headquarters Project Management Office West Operations Center East Operations Center Central Operations Center 351 Cypress Lane 11 Teal Road Wakefield, 410 East Trinity Boulevard P.O. Box 696 MA 01880 Telephone: Grand Prairie, TX 75050 El Cajon, CA 92020 781.246.1133 Telephone:972.823.3300 Telephone:619.440.8181 ON Tanks Regional Offices New York Mid -Atlantic Mid -Central Midwest 315.930.2325 443.293.7576 812.558.0001 701.540.4295 Central States South TX No. California Pacific Northwest 913.681.6006 361.541.5560 916.426.5838 503.323.2000 State of California Secretary of State CERTIFICATE OF STATUS ENTITY NAME: DN TANKS, INC. FILE NUMBER: C3395161 F.EGISTRATION DATE: 07/06/2011 TYPE: FOREIGN CORPORATION JURISDICTION: DEL -AWARE STATUS: ACTIVE (GOOD STANDING) I, ALEX PADILLA, Secretary of State of the State of California, hereby certify: The records of this office indicate the entity is qualified to transact intrastate business in the state of California. No information is available from this office regarding the financial condition, business activities or practices of the entity. NP-25 fAEV 0."918) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of April 19, 2018.. A.LEX PADILLA Secretary of State CFG 25B-23 DN Tanks Design Build Team DN Tanks intends to self -perform all design and installation work for the davit system installation with exception of Bid items 1 & 2 for the steel tanks. DN Tanks intends to subcontract the design and installation of the steel tank roof davits (1& 2) to Crosno. Crosno is a steel tank specialty contractor that has extensive experience designing and installing steel tanks and tank appurtenances. Enclosed, please find DN Tanks resumes for our engineering, construction and management team for the design and installation of the davit systems. Page 1 of 1 25B-24 �' N TANKS OYK end Natgun Generations Strong 351 Cypress Lane, El Cajon, CA 1 619.440.8181 Matthew D. Ford, P.E. Regional Manager, CTS Western Region Professional Experience DN Tanks, El Cajon, California (DYK Incorporated merged ivith Natgun Corporation to form DN Tanks, Inc. in December 2010) 2019-Present Regional Manager, CTS Western Region — Responsible for performing inspections of new and existing tanks, preparation of reports with findings, making recommendations for repair procedures and client liaison for inspection, retrofit and repair projects in the Western US. Additionally, responsible for assisting in the development and execution of repair projects including plan and specification review and development, estimating, monitoring costs and quality control. 2013-2019 Regional Estimator —Responsible for managing project bids, quantity takeoffs, cost estimation and managing the scope of work delineation with subcontractors and prime contractors. Provides support for project development through construction feasibility planning, plan and specification reviews, site visits and site layouts. 2012-2013 Project Engineer — Provide office and field assistance to project managers and superintendents. Responsible for preparing concrete mix designs and other project submittals, making site progress and quality control inspections, preparing shoring drawings and site layouts, checking material purchase orders and issuing request for quotations and subcontractor purchase orders. 2009 — 2012 Cooperative Education Student - Responsible for assisting in the management of both the estimating and execution of new tank and repair projects in both the office and the field. Education Northeastem University, Boston, MA B.S. in Civil Engineering Acereditations Registered as a Professional Engineer in the state of California. 25B-25 14f OYK and Natgun Generation. Strong Michael J. Dufresne, P.E. Construction Manager Professional Exuerience DN Tanks, Inc., El Cajon, CA (DYKlncoiporated merged with Natgun Corporation to form DNTanks in December 2010) 2018 - Present Construction Manager — Responsible for overseeing DN Tanks' Western construction division including all office and field persoinel related to construction. 2003 - 2018 Project Manager — Responsible for organizing, directing, and executing DN Tanks' projects in accordance with contract drawings and specifications, DN Tanks final tank drawings, and DN Tanks' Construction and Safety procedures. Responsible for all submissions to the consulting engineer, including monthly pay requisitions, shop drawing submittals, material specification submittals, etc. Act as a liaison between DN Tanks management and the field personnel, discussing and acting on all aspects of DN Tanks' projects. Attend project management meetings, prepare site layout plan, obtain subcontractors for various portions of the work, monitor quality control and safety through daily communication with the superintendent, and periodic site visits. Act as DN Tanks representative to the project owner and engineer striving to maintain their satisfaction while maintaining DN Tanks' interests. 2000 — 2003 Project Engineer — Provides office support to project managers. Evaluates and issues request for quotes and purchase orders. Prepares concrete mix design submittals; checks Natgun material purchase orders; prepares shoring drawings and site layouts; prepares Natgun and subcontract submittals; obtains ready -mix supplier bid information; snakes site progress and quality control inspections; snakes daily manpower entries and projections. Northeastern University, Boston MA 1998 - 2000 Cooperative Education Program Assignments Camp, Dresser & McKee, Inc., Fort Lauderdale, FL — Assisted in the design and testing of a membrane water treatment plant for the City of Boca Raton. Under the supervision of the Project Engineer, assisted in testing and recording data of the membrane pilot plant at the water treatment plant. Assisted with the design of the high service pump building, degasifying unit, and strainers for the membranes. Simpson, Gumpertz and Heger, Inc., Arlington, MA — Responsible for the monitoring of waterproofing repairs under the supervision of the project engineer. Completed flood tests, daily field reports, and documentation of the job site. Assisted in the laboratory with the testing of materials, including compiling reports and quantity take -offs. Assisted on investigative work for a roof collapse. 25B-26 5p Michael Dufrense Construction Manager Page l M. DeMatteo/Flatiron, East Boston, MA — Worked on the I-90 Logan Interchange project. Responsibilities in the field included thennocouplers, concrete cylinders, work trend charts, surveying, material quantity take -offs, and plan analysis. Office responsibilities included working for the Senior Project Engineer on revenue and cost reports, and acting as a liaison with subcontractors and the owner. Education Northeastern University, Boston MA Master of Science in Structural Engineering Bachelor of Science in Civil Engineering Professional License Registered Professional Engineer in Maine Awards and Honors Member -Chi Epsilon Honors Society Member -Engineer in Training (EM 25B-27 ®N TANKS ❑YK end Natgun Generations Strong 351 Cypress Lane, El Cajon, CA 1 619.440.8181 1 Fax 781.224.5163 2013-Present Andrew Christy Project Manager Professional Experience DN Tanks, El Cajon, California (DYK btcatporated nveiged with Natgun Corporation to jorwi DNTa)iks, Inc. in Deceruber 2010) Project Manager — Responsible for project management and construction operations. Primary responsibility is profitable and timely project completions consistent with quality standards. Provide support to field during the course of projects as necessary. Project Engineer — Supervise construction projects including the building of the prestressed tank, set-up and operation of wrapping equipment for strand wrapping and stressing, shotcrete and sandblasting, and vertical stressing of threadbare. Responsible for scheduling, hiring of project employees, project purchasing, quality control, safety and project costs. Education Accreditations 25B-28 ®N TANKS Generations strong 351 Cypress Lane, El Cajon CA 1 619.440.8181 1 Fax 781.224.5163 2001—Present 1998-2001 Brett Crockett Superintendent Professional Experience DN Tanks, Inc., El Cajon, CA (DYKlnco)porated nierged with Aratgan Corporation to form DNTank, Inc. in December 2010) Project Superintendent: Responsible for project completion within budget, in compliance with contract specifications, with high quality, and on time. Consults with the Project Manager, and provides recommendations as necessary to improve project performance. Is the Company representative at the job site, and is in charge of all operations including Natgun Safety Program. Position reports to the Construction Manager. Laborer: Responsible for completing all work required throughout the phases of the tank building process. Education and Certifications First Aid/CPR 7/8/19 Crane Signal Person 12/11/20 ACI Nozzleman 9/15/22 25B-29 ®N TANKS Generations strong 351 Cypress Lane, El Cajon CA 1 619.440.8181 1 Fax 781.224.5163 Karl C. Kuebitz, P.E. Senior Design Engineer Professional Experience DN Tanks, Inc., El Cajon, CA (DYK Incoipm oted merged ivith Nntgun Coiparrtion to joint DN Tiuwks in Deceneber 2010) 2017—Present Senior Design Engineer — Responsible for final design calculations and computer -generated drawings for precast, prestressed concrete water and wastewater tanks. Development, management, and maintenance of DN Tanks' design procedures for tank mixing systems and baffle wall systems. Provide technical support to DN Tanks' clients for mixing and baffling systems using both case studies and Computational Fluid Dynamics (CFD). Responsible for the management of three design engineers. 2009 — 2017 Branch Manager/Project Manager — Responsible for organizing, directing, and executing DN Tanks' projects in accordance with contract drawings and specifications, DN Tanks final tank drawings, and DN Tanks' Construction and Safety procedures. Direct charge of projects in the areas of quality, safety, cost, and scheduling. Responsible for all submissions to the consulting engineer, including monthly pay requisitions, shop drawing submittals, material specification submittals, etc. Act as a liaison between DN Tanks management and the field personnel, discussing and acting on all aspects of DN Tanks' projects. Attend project management meetings, prepare site layout plan, obtain subcontractors for various portions of the work, monitor quality control and safety through daily communication with the superintendent, and periodic site visits. Act as DN Tanks' representative to the owner and engineer striving to maintain their satisfaction while maintaining DN Tanks' interests. 2004-2009 Associate Engineer — Responsible for the design, analysis and project management of prestressed concrete reservoirs. Design and analysis of liquid retaining structures based on the most current editions of the IBC, ACI-350, AWWA-D110. Design reservoir ancillary structures including ladders, stairs, guardrails, pipe brackets and support structures. Perform design compliance inspections for all stages of prestressed concrete tanks including foundations, floor slabs, prestressed and reinforced concrete walls, columns, roof slabs, and roof slab shoring. Acted as the principal design engineer for 21 prestressed concrete tanks at the New Doha International Airport, Qatar. Direct contact with clients to determine their needs and suggest appropriate and cost- effective solutions. Responsible for the manufacturing of miscellaneous appurtenances for project development. 25B-30 1�s Karl Kuebitz, P.E. Senior Design Engineer Page 2 2002-2004 Assistant Engineer — Assists in the preparation of design submittals of prestressed concrete reservoirs, steel walkways, access bridges, stair towers, etc. Elaboration of calculations, drawings and shop drawings. Assist the construction department with material quantity take -offs. Education University of California, San Diego, La Jolla, CA M.S. in Structural Engineering Brigham Young University, Provo, UT B.S. in Civil and Environmental Engineering Accreditations Registered as a Professional Engineer in the State of Utah Registered as a Professional Engineer in the State of California Registered as a Professional Engineer in the State of Wyoming Registered as a Professional Engineer in the State of Idaho Registered as a Professional Engineer in the State of Hawaii Registered as a Professional Engineer in the State of Colorado Registered as a Professional Engineer in the State of Montana Memberships Associate Member of ACI 350 "Environmental Engineering Concrete Structures" Associate Member of ACI 372 "Circular Concrete Structures Prestressed by Wrapping with Wire or Strand" Member of American Concrete Institute (ACI) Member of American Society of Civil Engineers (ASCE) Publications "Design Considerations for Large Prestressed Water Reservoirs", Structural Engineering Institute, 2008. "Development and Calibration of Columna, a Windows Windows® -based Moment -curvature Program for Columns of Arbitrary Cross -sections," University of California, San Diego, 2002. 25B-31 N TANKS Generations Strang 351 Cypress Lane, El Cajon, CA 1 619.220.9191 1 Fax 781,224,5163 Daniel Wallace Safety.Director/Quality Control Manager Professional Experience DN Tanks, Inc., El Cajon, CA (DYKlncotpo)-cttion merged with Natgan Corporation 10forms DN7anks in December?010) 2004-Present Safety Director —Primary responsibility is to ensure a safe work environment for all DN Tanks employees. Adopt a pro -active approach to safety that helps prevent employee injuries. Provide safety leadership that moves the company in the needed direction to establish a "Safety Culture". Develop, maintain, and implement a written safety and health program that ensures all company goals are met and that the program complies with all local, state, federal, owner and contractor rules and regulations. Create safety training programs used by project supervisors to provide day-to-day safety training for project employees. Provide safety training for employees and management. Review company construction procedures and create written safe work practices for each procedure. Provide safety meetings for employees to educate them on useful information in providing a safe place to work. Review sub -contractor safety programs and procedures. Work with contractors and owners to maintain a safe work enviromnent. Actively participate with a network of safety professionals to stay current with safety ideas and practices. Develop and organize required safety documentation. Maintain a system for safety documentation that meets regulatory requirements. Conduct company safety audits that provide positive feedback for safe work practices and also to find hazards that need to be corrected. Help company employees correct all known hazards and develop safe work practices in order to eliminate those hazards in the future. Create accounts and relationships with suppliers and manufactures to provide the company with the equipment needed to protect our employees. Instruct employees on the proper methods to wear safety equipment. Coordinate and administer the company's workers compensation. Work with the insurance company's Claims Department to quickly facilitate all workers compensation claims. Skaar Construction Inc., Auburn, WA 05102 — 08104 Safety Director/Project Manager — Responsible for the safety operations of the company. Develop and implement Safety and Health Program. Train and educate employees and management on current safe work practices. Prepare and maintain all required safety documentation. Coordinate and assist sub -contractors with all safety issues. Develop relationships with project owner and general contractor and address any concerns. Purchase, inspect and train employees in the proper use of safety equipment. Assist 25B-32 05101-05102 Daniel Wallace Sq%ty Directw/Qaalily Control Manager Page 2 management and employees with finding and eliminating safety problems. Prepare and conduct safety inspections and safety audits. Perform all aspects of construction project management. Responsibilities include, but are not limited to, estimating, scheduling, and ordering of material for the construction of pre -stressed concrete reservoirs. Duties also include reviewing engineering drawings, rebar detailing drawings, submittals, project specifications, contracts and sub -contracts. W.G Clark Construction Company, Seattle, WA Safety InspectoMQuality Control (Internship) — Perform job site audits. Plan and facilitate safety meetings and training. Gain proficiency in Washington Administrative Codes relevant to construction safety and building safety regulations. Monitor quality of waterproofing and building envelope. Coordinate with subcontractors to complete installation of building envelopes. Education University of Washington, Seattle, Washington Safety and Health Specialist Certifications Certified OSHA 10 and 30 Hour Construction Trainer Certified Fall Protection Trainer (OSHA & Manufacture) Certified Forklift Trainer OSHA General Industry Regulations Certificate OSHA Construction Regulations Certificate Hazardous Materials Certificate Excavation, Trenching, and Soil Mechanics Certificate Respiratory Protection Certificate Guide to Industrial Hygiene Certificate CPR/First Aid Certified Flagger Safety and Health Continuine Education Personal Protective Equipment, Residential Construction, Accident Investigation, Accident Prevention, Scaffold Safety, Lead exposure reduction plans, Ergonomics for construction, Confined space entry, Respiratory protection, Concrete Pumping, Mobile Crane Operator, Post injury Management, Rigging fundamentals Memberships National Safety Council (NSC) American Society of Safety Engineers (ASSE) 25B-33 RFP NO. 19-097 Installation and Design Services For Fall Arrest Systems On Water Facilities Scope of Services 25B-34 Understanding of Scope of Services a. Scope of Work The planned scope of work forthis project consists of designing and installing davit fall arrest systems at 14 locations throughout the City of Santa Ana's Water infrastructure system at both reservoir and vault facilities. DN Tanks has a firm understanding of the project requirements and logistics for executing this type of project. The preferred system to be installed for the City is the DBI-SALA One Piece Adjustable Offset Davit System. DN Tanks has installed DBI-SALA davit systems dozens of times over the years, and we install a similar system on many of our new water tank construction projects on the West Coast for use by our construction crews. Our pricing is based on the davit systems being designed and installed in a manner similar to what is shown in the preliminary feasibility study, but as part of your selection process or during design we would offer value engineering options for the City's consideration. If you would like to discuss these options, we would be happy to review in person with the City. b. Project Coordination Overview Below is an overview of the coordination steps that DN Tanks would perform to ensure a successful project. 1) Conduct a kick off meeting with the City to discuss goals, objectives and critical schedule milestones for the project. 2) Review as -built information for each davit site to confirm viability of the design. 3) Conduct site visits for each proposed davit system site to confirm existing conditions. 4) Submit davit system designs (calculations and details) for review and comment by the City. 5) Conduct a follow up meeting with the Cityto review questions, confirm acceptance of the davit anchor designs and confirm installation schedule for the davit anchors. 6) Install davit anchors per the project schedule. 7) Conduct training for City personnel on using the DBI-SALA davit system. a. Training will be coordinated and setup by DN Tanks and provided by 3M, the supplier of the DBI-SALA davit system, with support from DN Tanks. 8) Provide annual inspection and maintenance for normal wear and tear for five (5) years including documentation. c. Project Site Safety The #1 priority at DN Tanks is to complete each and every project with ZERO accidents or injuries and provide our employees a work environment free from all recognizable hazards. In our effortto achieve a goal of zero accidents/injuries on every project, DN Tanks employees and our Subcontractors are required to follow a thorough site -specific safety plan throughout Page 1 of 3 25B-35 the construction of the project. This safety plan is implemented and managed on -site by our Superintendent and includes documented onsite training for all employees on topics such as: the proper use of personal protection equipment, emergency evacuation and rescue, material handling, rigging, crane signaling, heat illness prevention, confined space, fall protection, ladder safety and other topics as required to educate employees on safe work practices for job activities to be performed. Employees will also be trained on the proper use of power tools and equipment. Additionally, all aerial lift or forklift operators on DN Tanks jobsites are required to have current certifications. DN Tanks conducts dailysafety meetings and daily stretch and flex programs designed to help employees "loosen up' before work each day. During the morning safety meeting, a task hazard analysis will be reviewed and will be completed with the involvement of the entire crew. On a weekly basis, a 9-page site safety inspection report will be completed and shared with the crew. The site inspection report is a complete inspection of all work including excavations, equipment, tools, overall housekeeping, PPE, fall protection, etc. Any hazards that are identified during the safety inspection will be fixed immediately. All DN Tanks management staff including the Project Manager, Superintendent and Foreman have current CPR and First Aid certificates to assist in the event of an injury. Additionally, all DN Tanks Superintendents have completed OSHA 30 Hour Training course to supplement their CPR and First Aid Training. d. Critical Coordination Items During our review of the logistics of this project, our team identified four (4) of the 14 davit system installations that will require significant coordination from the City and may impact the City's water operations. The four (4) include: 1) Davit 1— West Pump Station (Steel Tank Roof Connection) 2) Davit 2 — East Pump Station (Steel Tank Roof Connection) 3) Davit 3 —South Pump Station (Concrete Precast Panel Tank Roof Connection) 4) Davit 12 —Cambridge Pump Station (Concrete Precast Panel Tank Roof Connection) Based on the detailing shown in the preliminary feasibility study, these four (4) reservoirs will need to be drained and taken out of service for the installation of the davit system to the roof. The steel tank roofs require welding to take place on the underside of the roof which must be performed inside the tank. Additionally, welding of the steel tank roof will require touching up the coating on the underside of the roof for corrosion protection. The precast concrete roofs are shown with through bolts and nuts being installed on the underside of the roof which also must be installed inside the tank. DN Tanks has design concepts as well as alternate means and methods that may allow the concrete tanks with precast roofs to stay in service during the installation, but existing conditions and means and methods would need to be reviewed and verified to confirm feasibility. During the site investigations and design analysis, DN Tanks would investigate Page 2 of 3 25B-36 7z5v these options in an effort to try and eliminate the need forth e City to drain the two concrete reservoirs with precast concrete roofs. DN Tanks proposal pricing includes performing work inside of the drained tanks in accordance with the preliminary design details. DN Tanks base price in Attachment 2: Fee Schedule does not include the cost of disinfecting the tank, however a breakout price for tank disinfection has been included in an Appendix to the Fee Schedule with additional pricing. We assume that the City will be responsible for all filling and draining of these tanks for the work to be performed. e. Assumptions and Clarifications DN Tanks has assumed the following items in preparing our pricing: 1) Tank draining and filling to be provided by the City. 2) Cleaning of the tanks is not included in DN Tanks price but can be provided for an additional fee. 3) It is assumed there are no utilities that need to be relocated in order to install the davit anchor support system as shown in the preliminary feasibility study. Relocation of utilities or design alterations to avoid existing utilities is considered a changed condition. a. DN Tanks will conduct a review of the as-builts and existing site conditions to confirm existing conditions. 4) It is assumed there will be no rock excavation. Rock excavation will be a changed condition. 5) Special inspection, if required, to be provided by the City at no cost to DN Tanks. Page 3 of 3 25B-37 0 &� Statement of Experience - Partial List Tom% Fall Protection and Access Retrofits for Water Tanks Additional Experience Available Upon Request Chadron, NE, USA Owner: City of Chadron Year Repaired: 2019 Engineer: Baker & Associates 1 -1.00 MG (110.00 FT ID x 14.00 FT SWD) Project Type: Access Retrofit Fenton, MI, USA Owner: City of Fenton Year Repaired: 2019 Engineer: 1 -1.00 MG (82.00 FT ID x 20.00 FT SWD) Project Type: Fall Protection and Access Retrofit Annapolis, MD, USA Owner: City of Annapolis Year Repaired: 2018 Engineer: GHD, Inc. 1 - 3.00 MG (130.00 FT ID x 30.00 FT SWD) Project Type: Fall Protection and Access Retrofit Aurora, NY, USA Owner: Town of Aurora Year Repaired: 2018 Engineer: Wendel - Headquarters 1 - 0.28 MG (56.00 FT ID x 15.00 FT SWD) Project Type: Fall Protection Retrofit Galveston, TX, USA Owner: City of Galveston, Purchasing Department Year Repaired: 2018 Engineer: Dannenbaum Engineering Corporation 2 - 3.40 MG Project Type: Fall Protection and Access Retrofit Topsfield, MA, USA Owner: Topsfield Water Department Year Repaired: 2018 Engineer: 1 - 0.50 MG (60.00 FT ID x 24.00 FT SWD) Project Type: Access Retrofit West Boylston, MA, USA Owner: West Boylston Water District Year Repaired: 2018 Engineer: ON Tanks 1 -1.25 MG (96.00 FT ID x 23.00 FT SWD) Project Type: Access Retrofit Chelmsford, MA, USA Owner: Chelmsford Water District Year Repaired: 2017 Engineer: 1 -6.00 MG (150.00 FT ID x 46.00 FT SWD) Project Type: Fall Protection and Access Retrofit Forward Township, PA, USA Owner: Municipal Authority of Westmoreland County Year Repaired: 2017 Engineer. Gibson -Thomas Engineering Co., Inc. 1 - 0.40 MG (60.00 FT ID x 19.00 FT SWD) Project Type: Access Retrofit Londonderry, NH, USA Owner: Manchester Water Works Year Repaired: 2017 Engineer: 1 - 2.00 MG (92.00 FT ID x 40.00 FT SWD) Project Type: Access Retrofit Northbridge, MA, USA Owner: Whitinsville Water Company Year Repaired: 2017 Engineer: 1 -1.50 MG (90.00 FT ID x 37.00 FT SWD) Project Type: Fall Protection and Access Retrofit Osterville, MA, USA Owner: Centerville-Osterville Water District Year Repaired: 2017 Engineer: 1 - 2.00 MG (130.00 FT ID x 20.00 FT SWD) Project Type: Access Retrofit Rry Wle lW7 19 PM1phdry anJmnftleMalMennalm lNmmalmmnlanNM1vuel6�lpyq��le�gnmgefey/Iw Neuss of lM1em4u'¢eOpelAnnd'eWenWw p j Statement of Experience - Partial List T'.NKS Fall Protection and Access Retrofits for Water Tanks Additional Experience Available Upon Request Palos Heights, IL, USA Owner: City of Palos Heights Year Repaired: 2017 Engineer: 1 -1.00 MG ) Project Type: Fall Protection and Access Retrofit Reading, PA, USA Owner. Reading Area Water Authority Year Repaired: 2017 Engineer: 1 - 13.00 MG x 27.00 FT S WD) Project Type: Fall Protection and Access Retrofit Richland Center, WI, USA Owner: City of Richland Center Year Repaired: 2017 Engineer: MSA Professional Services 1 - 0.50 MG (60.00 FT ID x 25.00 FT WH) Project Type: Fall Protection and Access Retrofit Ridgewood, NJ, USA Owner: Ridgewood Water Year Repaired: 2017 Engineer: D. J. Egarian & Associates 1 -2.00 MG (100.00 FT ID x 10.00 FT SWD) Project Type: Fall Protection and Access Retrofit Rockwall, TX, USA Owner: North Texas Municipal Water District (NTMWD) Year Repaired: 2017 Engineer. Huitt-Zollars, Inc. 1 - 2.00 MG (100.00 FT ID x 17.00 FT SWD) Project Type: Fall Protection and Access Retrofit Syracuse, NY, USA Owner: Onondaga County Water Authority Year Repaired: 2017 Engineer: 1 - 2.00 MG (106.25 FT ID x 31.50 FT SWD) Project Type: Fall Protection and Access Retrofit Tonawanda, NY, USA Owner: Erie County Water Authority WTP Year Repaired: 2017 Engineer: Wendel - Headquarters 1 - 4.00 MG (187.00 FT ID x 20.00 FT SWD) Project Type: Fall Protection and Access Retrofit Bedford Park, IL, USA Owner: Village of Bedford Park Year Repaired: 2016 Engineer: Engineering by Owner 1 - Project Type: Access Retrofit Colorado Springs, CO, USA Owner: Colorado Springs Utilities Year Repaired: 2016 Engineer: AECOM 1 - 0.50 MG (60.00 FT ID x 26.80 FT SWD) Project Type: Fall Protection and Access Retrofit Medina, NY, USA Owner: Village of Medina Year Repaired: 2016 Engineer: Wendel - Headquarters 1 - 3.00 MG (120.00 FT ID x 35.50 FT SWD) Project Type: Access Retrofit Novi, MI, USA Owner: Detroit Water & Sewerage Dept. (Main Office) Year Repaired: 2016 Engineer: Greeley & Hansen, LLC 1 -10.00 MG (200.00 FT ID x 42.00 FT SWD) Project Type: Fall Protection and Access Retrofit Palos Heights, IL, USA Owner: City of Palos Heights Year Repaired: 2016 Engineer: Morris Engineering, Inc. 1 -1.00 MG (80.00 FT ID x 26,60 FT SWD) Project Type: Fall Protection and Access Retrofit xwmoeu lmm" V Sterling, MA, USA Year Repaired: 2016 1 - 0.72 MG (90.00 FT ID x 15.00 FT SWD ) Aberdeen, SD, USA Year Repaired: 2015 1 - 5.00 MG (190.00 FT ID x 24.00 FT SWD ) Adams, MA, USA Year Repaired: 2015 1 - 2.00 MG (100.00 FT ID x 35.00 FT SWD ) Manlius, NY, USA Year Repaired: 2015 1 - 0.50 MG Willoughby, OH, USA Year Repaired: 2015 1 - 5.00 MG (165.00 FT ID x 33.00 FT SWD ) Ridgewood, NJ, USA Year Repaired: 2014 1 - 2.00 MG (130.00 FT ID x 20.00 FT SWD ) Tobyhanna, PA, USA Year Repaired: 2014 2-0.60MG (68.00FTIDx22.00FTSWD) Statement of Experience - Partial List Fall Protection and Access Retrofits for Water Tanks Additional Experience Available Upon Request Owner: Sterling Public Works Dept. Engineer: AP Associates, Inc. Project Type: Access Retrofit Owner: City of Aberdeen Engineer: Banner Associates, Inc. Project Type: Fall Protection and Access Retrofit Owner: Adams Fire District Engineer: Project Type: Fall Protection and Access Retrofit Owner: Onondaga County Water Authority Engineer: Project Type: Access Retrofit Owner: Lake County Department of Utilities Engineer: CT Consultants Project Type: Access Retrofit Owner: Ridgewood Water Engineer: Project Type: Fall Protection and Access Retrofit Owner: Tobyhanna Army Depot Engineer: Project Type: Fall Protection and Access Retrofit Rro Ne /y�ry ^ �r(r iW2v19 a!-5 a,a,uy.,eoMra.mm�wm:,.., mia.,am�m.n,Kew.m4�4.a��, is me �,eaie„w�o....m=v.,m oo in:o Statement of Experience - Partial List California Municipal Public Works Projects Additional Experience Available upon Request Brentwood, CA, USA Owner: City of Brentwood Year Built: 2019 Engineer: Coleman Engineering 1 - 3.00 MG (166.50 FT ID x 19.71 FT SWD x 24.00 FT WH) Riverside, CA, USA Year Built: 2019 1 - 1.20 MG (86.00 FT ID x 28.17 FT SWD x 33.50 FT WH) Owner: Western Municipal Water District (W MWD) Engineer: Albert A. Webb Associates (Riverside) Thousand Palms, CA, USA Owner: Coachella Valley Water District Year Built: 2019 Engineer: Krieger & Stewart 1 -10.00 MG (234.83 FT ID x 32.00 FT SWD x 41.00 FT WH) Castro Valley, CA, USA Year Built: 2018 1 -9.00 MG (200.00 FT ID x 39.00 FT SWD x 45.50 FT WH) Lakeside, CA, USA Year Built: 2018 1-1.67MG(115.00FTIDx22.00FTSWDx25.DOFTWH) Modesto, CA, USA Year Built: 2018 1 -4.20 MG (180.00 FT ID x 22.50 FT SWD x 23.50 FT WH) Oakland, CA, USA Year Built: 2018 1 - 1.00 MG (92.00 FT ID x 23.13 FT SWD x 28.38 FT WH) Santa Paula, CA, USA Year Built: 2018 1 - 3.00 MG (137.00 FT ID x 28.00 FT SWD x 36.00 FT WH) Suisun, CA, USA Year Built: 2018 1-1.78MG(100.00FTIDx31.00FTSWDx35.75FTWH) Tulare, CA, USA Year Built: 2018 1 - 2.00 MG (100.00 FT ID x 35.00 FT SWD x 37.00 FT WH) Tulare, CA, USA Year Built: 2018 1 -1.50 MG (100.00 FT ID x 26.00 FT SWD x 27.50 FT WH) Owner: East Bay MUD (Main) Engineer: Engineering by Owner Owner: Padre Dam Municipal Water District Engineer: Michael Baker International (RBF Consulting) Owner: City of Modesto (Main office) Engineer: Northstar Engineering Group, Inc. Owner: East Bay MUD (Main) Engineer: Engineering by Owner Owner: City of Santa Paula Engineer: Jensen Design & Survey, Inc. Owner: Solano Irrigation District Engineer: Summers Engineering, Inc. Owner: City of Tulare Engineer: Carollo Engineers Owner: City of Tulare Engineer: Carollo Engineers Vacaville, CA, USA Owner: City of Vacaville Year Built: 2018 Engineer: Tetra Tech, Inc. (San Dimas) 1 - 0.55 MG (64.00 FT ID x 26.00 FT WH) a�toa: wnvmta o'Ww,pun •na�neme,two-m, mmm,m�ma�eexe.esm. awemdon*.�.wu,w,emmae wma,�dm.:unomma<rw,ar,,.e-m,o 25B-42 ®N U Vacaville, CA, USA Year Built: 2018 1-2.00MG(134.00FTIDx20.00FTSWDx23.33FTWH) Cypress, CA, USA Year Built: 2017 1 - 0.89 MG (55.00 FT ID x 49.92 FT SWD ) Escondido, CA, USA Year Built: 2017 2 -1.00 MG (84.00 FT ID x 25.00 FT SWD x 28.00 FT WH) Irvine, CA, USA Year Built: 2017 1-2.54MG(139.00 FT ID x 22.00 FT SWD x 25.75 FT WH) Sacramento, CA, USA Year Built: 2017 1-4.00MG(77.00FTIDx30.00FTSWDx34.00FTWH) San Mateo, CA, USA Year Built: 2017 1 - 3.86 MG (157.92 FT ID x 27.00 FT SWD x 35.00 FT WH) Statement of Experience - Partial List California Municipal Public Works Projects Additional Experience Available Upon Request Owner: City of Vacaville Engineer: NV5 (Nolte Vertical Five) Owner: Cypress College Engineer: 132S Engineering Owner: City of Escondido - Engineering Department Engineer: Black & Veatch Owner: Irvine Ranch Water District (Main Office) Engineer: Klelnfelder Owner: City of Sacramento (main office) Engineer: West Yost Associates (Davis) Owner: California Water Service Company Engineer: Engineering By Owner Rry Da lW.R P,gneBryaM¢nAtlwpaliM�mitlon lnloimahvmm�imMMgn��tr(jl i MWtly lw WuvollM auTomeltivIDmYhleEmtln,o RFP NO, 19-097 Installation and Design Services For Fall Arrest Systems On Water Facilities References 25B-44 rr�® ON TANKS �Nk.® Appendix ATTACHMENT 3: REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: City of Oceanside Contact Individual: Greg Keppler (now at Vista Irrigation District) Address: 300 North Coast Highway Phone Number: (760) 597-3136 Oceanside, CA 92054 Facsimile Number: Contract Amount: $1.OM - $1.5M Each Year: Oceanside: 2014-2015 & 2017-2018 Several Projects Description of supplies, equipment, or services provided: Seismic upgrades, access and safety improvements & new tank construction Reference Customer Name: Whitinsville Water Company Contact Individual: Randy Swigor Address: 44 Lake Street Phone Number: (508) 234-7358 Whitinsville, MA 01588 Facsimile Number: Contract Amount: $47,900.00 Year: 2017 Description of supplies, equipment, or services provided: Design and installation of access and security improvements Reference Customer Name: City of Haverhill Contact Individual: Rob Williamson Address: 4 Summer Street Phone Number: _(207) 523-1403 Haverhill, MA 01830 Facsimile Number: ContractAmount: $142,424.00 Year: Description of supplies, equipment, or services provided: Design and installation of access and security improvements THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana - RFP 19-097 Page 18 of 34 25B-45 _�p We can inspect, rehabilitate or retrofit any concrete liquid storage tank. We do it every day. Concrete Tank Services Inspection I Rehab I Retrofit Concrete Tank Services InspeCU,on I Rehab I RetroFtl For more than 80 years, ON Tanks has led the industry in the design and construction of all types of prestressed concrete storage tanks. We stake our reputation on our unique combination of product excellence and unparalleled customer service. Nobody is more passionate about concrete tanks. In fact, our Concrete Tanks Services (CTS] division started in response to frequent requests from tank owners and engineers looking for someone to solve a problem. Whether it was due to a change in local codes, safety requirements or water quality concerns, we had the reputation and expertise to help them out — even if we didn't build it. Before we knew it we were providing inspection, rehabilitation and retrofit services on a regular basis. D ONTRNKSCTS.CONI SEISMIC UPGRADES ON Tanks offers proven experience in reumfitCmp all types of concrete tanks far seismic code compliance. 9 25B-47 o Complete Structural Evaluation o Code/Standards Compliance Testing o Coating Evaluations o Photographic and/or Video Documentation o Comprehensive Evaluation Reports Sealed by a Registered Professional Engineer Rehab Services o Interior/Exterior Cleanings o Crack Repair o Epoxy Injection o Interior/Exterior Coatings o Structural Repairs o Patching of Deteriorated Concrete o Leak Remediation Retrofit Services o Additional Inlet/Outlet Pipes o Additional Overflow Capacity o Rerouting Overflows o Baffle Walls/Mixing Systems o Automatic Wash -Down Systems o Safety and Security Enhancements o Improved or Additional Roof or Wall Access o Instrumentation Requirements o Antennae Support Structures B-48 �"' finality In-oject, both nor -thee and it itbin GurlSet. to extend tie life of this tank for unary year. bran the initial inspection though project completion, the attentiveness of DN 7nikr war a pleajnre." - UARIURAAI110FER. P,?h, lhoif l).- When's the last time your tank had a checkup? Whether you have a specific issue or just need to schedule a routine inspection to meet regulatory requirements, your CTS team will start with a thorough evaluation of your tank. Once the inspection is complete, we analyze the findings and present them in a comprehensive, bound Inspection Report that is certified by one of our engineers. Not only will it include our observations and recommendations, but the associated costs as well. We'll make your old tank look like new again - inside and out. We provide rehabilitation services for all different types of concrete tanks. Whether the issue is cosmetic, structural, operational, safety -related or if your facility is simply due for an upgrade, you can count on ON Tanks to come in, provide you with an accurate assessment, budget and project plan. Often, time is of the essence. Particularly if the rehabilitation is addressing a water quality issue. We are accustomed to tight deadlines and will work with you to make sure the job is done right and on time. Improve performance, ensure compliance and extend the life of your concrete tank. If your concrete tank needs to be retrofitted in order to comply with new regulatory requirements or simply to improve performance and better manage demand, we have the experience to get it right. Every job requires some level of customization to ensure that it's clone correctly and will last for generations to come. From a simple safety handrail system to a complete seismic upgrade, we bring the same level of commitment and expertise to every job. Liiv ian Ks 6:cncrere ianK services — the right partner, just in time. Whether you need our services to meet your inspection requirements or due to issues with an inherited tank, we'll make sure our work will let your tank deliver maximum performance now and down the road. We'll share with you the latest improvement options and be sure your tank is LIP to all safety and functionality codes. You'll rest easier knowing your tank has been serviced by an industry leader with a national reputation for integrity, quality and support. DYK and Natgun Generations Strong About DN Tanks DN Tanks designs and constructs prestressed concrete liquid storage tanks. The hallmarks of our work are long-term performance, durability, reliability, minimal maintenance requirements, and lowest cost of ownership. Although we have constructed literally thousands of tanks, the ultimate measure of our success is our commitment to quality while providing the absolute best service to our customers. About CTS CTS is a division of DN Tanks who shares our same commitment to quality and customer service. CTS inspects, rehabs and retrofits all types of concrete tanks. DNTANKS.CDM OPERATIONS FACILITIES Wakefield Facility 11 Teal Road, Wakefield. MA 01880 P. 781.246A 133 Grand Prairie Facility 410 East Trinity Blvd . Grand Prairie, TX 75050 P: 972.B23.3300 EI Cajon Facility 351 Cypress Lane. El Cajon, CA 92020 P: 619.440.8161 Middle East Office Umm Ghuwaillina. C-Ring Road Al Ritmi Building k7. 1st Floor. Office 06 P.O. Box 15619 Ooha, Qatar P: +974.5553.0136 J IM Is TANK tI EXHIBIT C RFP NO.: 19-097 Installation and Design Services for Fall Arrest Systems on Water Facilities SUBMITTED TO: City of Santa Ana Public Works Agency 1 215 S. Center Street I Building A Santa Ana, CA 92703 via: PlanetBids System PRICING SUBMISSION SUBMITTED BY; DN TANKS, INC. 351 Cypress Lane, El Cajon, CA 92020 'J 6192,5M2www.DNTANKS.com Appendix ATTACHMENT 2: FEE SCHEDULE BID PRICING SHEET Pricing must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, taxes as applicable and fuel. This contract is subiect to prevailing wages. QTY/UOM BID ITEM UNIT PRICE EXTENDED PRICE 1. 1 ea Davit 1 —West Pump Station (Steel Tank Roof Connection) $ 48,400 $ 48,400 2. 1 ea Davit 2 — East Pump Station (Steel Tank Roof Connection) $ 48,400 $ 48,400 3. 1 ea Davit 3 — South Pump Station (Precast Panel Roof Connection) $ 37,800 $ 37,800 14. 1 ea Davit 4 — South Pump Station (Pole Footing) $ 20,800 $- 20,800 5. 1 ea Davit 5 — Garthe Pump Station (Concrete Pad Dowel into Roof Deck) $ 15.100 $ 15,100 6. 1 ea Davit 6 — Garthe Pump Station (Concrete Pad Dowel into Roof Deck $ 15,100 $ 15,100 7. 1 ea Davit 7 — Garthe Pump Station (Pole Footing) $ 20,800 $ zo,800 8. 1 ea Davit 8 — Garthe Pump Station (Concrete Pad Dowel into Roof Deck) $ 15,100 $ 15,100 9. 1 ea Davit 9 — Garthe Pump Station (Pole Footing $ 20,800 $ 20,800 10. 1 ea Davit 10 — Crooke Pump Station (Foundation to Roof Deck) $ 27,900 $ 27,900 11. 1 ea Davit 11 — Cambridge Pump Station (Pole Footing) $ zo>800 $ 20,800 12. 1 ea Davit 12 — Cambridge Pump Station (Precast Panel Roof Connection) $ 37,800 $ 37,800 13. 1 ea Davit 13 — Segerstrom Lift Station (Foundation to Roof Deck) $ 27,600 $ 27,600 14. 1 ea Davit 14 — Maxine Pump Station (Foundation to Roof Deck) $ 27,600 $ 27,600 Total $ 384,000 IVFUUY OYI UV IV Nui IVI II, acre "U A III accuroance with the terms and conditions set forth in the above reference City of Santa Ana - RFP 19-097 25B-53 e DN TANKS Inspection I Rehab I Retrofit P ❑ Boa 696. EI Ca1un CA 92022 I 619 44C.8181 1 Fax GI9 440 2C53 Attachment 2: Fee Schedule -Appendix A Additional Pricing The following items are not included in DN Tanks' base pricing in Attachment 2: Fee Schedule, however, these items may be added to DN Tanks' scope to provide the City with a turnkey solution that meets the needs of the City. Davit Equipment Pricing Item CITY Price DBI-SALA Davit Arm Assembly 1 $3,300 (23.5"-42.5" Reach, 69.5"-87.5" Height) DBI-SALA Winch 1 $2,900 (SST Cable, 60') DBI-SALA Self -Retracting Lifeline 1 $3,150 (SST Cable, 50') * Equipment above is not included in the base price for Attachment 2: Fee Schedule. DN Tanks recommends that the actual quantity of davit arms, winches and lifelines to be purchased under this contract be determined by the City based on the needs of the City's operations staff. DN Tanks can provide recommendations on the quantities of equipment to be purchased after the initial kickoff meeting with City personnel to better understand the City's work capacity and requirements. Pricing above is an approximate cost based on purchasing equipment in November of 2019 including sales tax, freight and contractor markup. At the time of purchase, DN Tanks price for this equipmentshall be the actual cost of equipment including sales tax and freight plus a 15% markup. Additional davit arm sizes and cables lengths for the winch and lifeline are available if preferred. Additional Services Pricing If the City wishes for DN Tanks to perform the tank disinfection at the conclusion of our work, the following fees can be added to DN Tanks contract. Item CITY Price Disinfection of 6.0 MG steel tank 2 $8,000 Each Tank Disinfection of 6.0 MG concrete tank 1 $8,000 Disinfection of 1.3 MG concrete tank 1 $3,500 * Tank disinfection is not included in the base price for Attachment 2: Fee Schedule. 25B-54 Invitation for Bid for the unit price(s) set forth in this schedule. DN Tanks, Inc. 979914 Legal Name of Company CSLB LICENSE NO. 9-440-8181 L THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. City of Santa Ana - RFP 19-097 25B-55 � Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix: Attachment 1) and am familiar with the scope of work. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Note: This contract is subject to prevailing wages. DN Tanks, Inc. 27-4430289 COMPLETE LEGAL NAME OF COMPANY TAXPAYER I.D. NO. 351 Cypress Lane El Cajon, CA 92020 BUSINESS ADDRESS STREET CITY/STATE ZIP CODE Matthew Ford Regional Manager, West TURE OF AUTHORIZED AGENT NAME (PRINT) TITLE matt.ford@dntanks.com 619-440-8181 EMAIL ADDRESS PHONE NUMBER 979914 3395161 CSLB NUMBER DIR REGISTRATION NUMBER City of Santa Ana - RFP 19-097 25B-56 1�1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE APPROVE AMENDMENTS TO AGREEMENTS WITH MERCY HOUSE LIVING CENTERS, INC. TO INCREASE EMERGENCY SOLUTIONS GRANT AND TO UTILIZE HOMELESS EMERGENCY AID PROGRAM FUNDS FOR THE LINK SHELTER ($2,305,911) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute a third amendment to the agreement with the Mercy House Living Centers, Inc. to increase funding for the operation of the Link shelter, in the amount of $398,123, for a total amount not to exceed $6,398,123, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an agreement with Mercy House Living Centers, Inc. to utilize Homeless Emergency Aid Program funds in an amount not to exceed $2,300,000, to count toward the total amount of $6,398,123 through October 14, 2020 for the Link shelter agreement, subject to non -substantive changes approved by the City Manager and City Attorney. The Homeless Emergency Aid Program will fund the additional $398,123 noted above. 3. Authorize the City Manager to execute an amendment to the Emergency Solutions Grant agreement increasing the amount of funding for the Link Shelter by $5,910.43, for a total amount not to exceed $322,401.43 for program year 2019-2020, to count toward the $6,398,123 for the Link shelter, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 18, 2018, the City Council approved an agreement with Mercy House Living Centers, Inc. (Mercy House) to operate an interim Emergency Homeless Shelter in Santa Ana for a period of one year, with the option to renew for up to one additional year. The total maximum amount of the agreement was $6 million. Since September 2018, the contract was renewed for an additional year and was amended to authorize the expenditure of Program Year 1 and 2 continency funds. 25C-1 Approve Amendments and Contract With Mercy House February 18, 2020 Page 2 The initial proposal and contract were prepared prior to securing a facility and was based on experience from other shelter operation budgets. Once a location was secured, it was found that the facility improvements and operation costs exceeded the proposed budget. The areas that created the biggest increase to the budget were utilities, fencing, and leasing costs. To pay for the deficit accrued in year one and for the ongoing operation of the Link shelter through the end of the contract term, it is necessary to increase the contract amount by $398,123 to cover both Year One deficits and projected costs for Year Two. In September 2018, the City entered into a Memorandum of Understanding (MOU) with the County to relocate the Courtyard Emergency Homeless Shelter to a more suitable location and to expand shelter beds for the specific use by the City of Santa Ana. Upon receiving and recognizing $3,690,886 in Homeless Emergency Aid Program (HEAP) funds from the State of California, Business, Consumer Services and Housing Agency, the City committed the use of $3.5 million for this purpose. When the MOU became null and void, the City re -obligated the funds for use at the Link shelter and for the new permanent shelter. In order to use a portion of the HEAP funds for the Link, it is necessary to execute an agreement with Mercy House contract to include the conditions of the grant and include applicable State requirements governing the use of the HEAP funds. The $2,300,000 in HEAP funds shall count toward the total agreement of $6,398,123 from the City to Mercy House for the Link shelter. On June 4, 2019, the City Council authorized the City Manager and the Clerk of the Council to execute agreements with non-profit homeless service providers as part of the 2019-2020 Emergency Solutions Grant (ESG) Program. Mercy House was awarded $316,491 for ESG activities including $200,000 for operations at the Link shelter. At the close of Fiscal Year 2018-19, unspent funds from the ESG Program recipients totaling $5,910.43 were recaptured for redistribution. Staff recommends utilizing these unspent funds to help off -set the increased cost of operations at the Link. The additional $5,910.43 shall count toward the amount of funds due from the City to Mercy House. Should the need for the Link shelter to be extended beyond October 14, 2020, a separate staff report will be prepared for consideration by the City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #6 (enhance Public Safety Integration, communication and community outreach); Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability) and Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT The $2,300,000 in HEAP funds and the $5,910.43 in ESG funds shall count toward the total agreement of $6,398,123 due from the City to Mercy House for the Link shelter. If all the recommended actions are approved, the anticipated expenditure plan is as follows: 25C-2 Approve Amendments and Contract With Mercy House February 18, 2020 Page 3 Fiscal Accounting Fund Description Accounting Unit, Amount Year Unit -Account # Account Description FY 2019-20 12218700-69135 Emergency and HEAP Grant, Payment to $1,183,026 (Feb. -June) Health Grants Subagent FY 2019-20 13518785-69135 Emergency ESG Grant, Payment to $5,911 (Feb. -June) Solutions Grant Subagent FY 2020-21 12218700-69135 Emergency and HEAP Grant, Payment to $1,116,974 (July -Oct.) Health Grants Subagent Total: $2,305,911 APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. Third Amendment with Mercy House Living Centers Inc. 2. HEAP Agreement with Mercy House Living Centers Inc. 3. Amendment to ESG Subrecipient Agreement 25C-3 EXHIBIT 1 THIS TI-SHW AMENDMENT to the above -referenced agreement is entered into on February 18, 2020, by and between Mercy House Living Centers, h10. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2018-221, dated September 18, 2018, by which Contractor agreed to administer and operate an interim, low barrier emergency homeless shelter in the City of Santa Ana ("Agreement"), B. On October 16, 2018, the parties entered into First Amendment to Agreement No, A-2018- 221-01 to provide additional indemnification in favor of Contractor relating to certain of Contractor's obligations under the separate, written lease entered into by Contractor to secure the premises for its obligations under the Agreement. C, On February 5, 2019, the parties entered into Second Amendment to Agreement No, A-2018- 221-02 to increase the amount of funds to be expended in Year 1 of the Agreement due to additional start-up costs incurred by Contractor for improvements made to the premises. D. The Agreement remains in effect, and the parties now wish to further amend the Agreement to again increase funding to pay for the deficit accrued in year one and for the ongoing operation of the Link shelter through the end of the Agreement term, The Parties therefore agree: 1. Section 3(c), Start -Up Funding and Compensation, is amended to increase the total sum to be expended under the Agreement by up to $398,123.00 to cover both year 1 deficits and projected costs for year 2, for a total sum to be expended under this Agreement not to exceed $6,398,123.00, upon receipt from Contractor of proper invoices evidencing costs for services and reimbursable items to be provided by Contractor tinder the Agreement. 2. Except as modified by this Third Amendment, and all prior amendments, all terms and . conditions of the Agreement shall remain in full force and effect. Pap 1 of 2 25C-4 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. ATTEST DAISY GOMEZ Cleric of the Council APPROVED AS TO FORM SONIA VALHO City Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager MERCY HOUSE LIVING CENTERS, INC. Name• O.QI TitlZJ+,tt U\CC— Page 2 of 2 25C-5 EXHIBIT 2 HOMELESS EMERGENCY AID PROGRAM SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MERCY HOUSE LIVING CENTERS, INC. THIS GRANT AGREEMENT ("HEAP Agreement'), is hereby made and entered into this February 18, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and Mercy House Living Centers, Inc., a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established. under SB850 (Chapter 48, Statutes of 2018), the State of California has established the Homeless Emergency Aid Program ("HEAP"), HEAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their immediate homelessness challenges. B, Contractor is the recipient of HEAP funds from the State of California, In 2018, Contractor entered into Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges ("State HEAP Agreement'). A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. D. Contractor previously entered into an Agreement with Subcontractor to Operate an Interim Erncrgency Homeless Shelter, Agreement No. A-2018-221, dated September 18, 2018, by which Contractor committed a set amount of funds to Subcontractor for the operation of The Link Interim. Emergency Homeless Shelter ("Program"), E. Contractor now approves the provision of HEAP grant funds to Subcontractor in an amount not to exceed $2,300,000,00, to be used in the operation of the Program. This $2,300,000.00 in HEAP grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2018- 221, as amended. 25C-6 EXHIBIT 2 F. Subcontractor represent that it has the requisite qualifications, expense, and experience in the provision of the program and is willing to use said HEAP grant funds to operate said Program. G. This HEAP Agreement is contingent upon the award of HEAP grant funds from tine State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency, H. Contractor and Subcontractor have duly executed this HEAP Agreement for the expenditure and utilization of said HEAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HEAP Agreement, and the following tenns and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HEAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HEAP Agreement, the tasks and Obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, the operation of the Link interim emergency homeless shelter. 2. TERM This HEAP Agreement shall take effect on the date frst written above and shall terminate on December 31, 2020, wiless otherwise cancelled or modified according to the terms of this HEAP Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,690,886.00 in HEAP grant funds from the State of California to be expended by June 30, 2021. Contractor agrees to pay to Subcontractor when, if and to the extent State HEAP grant funds are received a sum not to exceed $2,300,000.00 for Subcontractor's performance of the Program since January 1, 2020, and through the term of this HEAP Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2018-221, as amended. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 151h day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor, C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this 25C-7 EXHIBIT 2 HEAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HEAP Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said fiords pursuant to this HEAP Agreement to pay for necessary and reasonable costs allowable under state Iaw and regulations to operate said HEAP Program only. Said amounts shall include and will be limited re the operation of the Link. interim emergency homeless shelter only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HEAP Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this HEAP Agreement, 4. STATE HEAP AGREE) ME, NT A. Contractor entered into State HEAP Agreement Number 18-HMAP-00007 with the State of California receiving arld recognizing $3,690,885.84 in HEAP grant fiords to be. used by Contractor to address immediate homeless challenges, A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds, B. Pursuant to the State I-IEAP Agreement, Subcontractor is required to; Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. Maintain at least the minimum State -required worker's compensation for thosc employees who will perform the work or any part of it. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, Erin or corporation who may be injured or damaged by the Subcontractor in performing the work or any part of it. iv. Agree to include all the terms of the State HEAP Agreement in each subcontract. 5. INDEPRNDEN'1' CONTRACTOR Subcontractor shall, during the entire tern of this HEAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HEAP Agreement is not Wended nor shall it be, construed to create all employcr-employce relationship, a joint venture 25C-8 EXHIBIT 2 relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this HEAP Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATE' RIALS This HEAP Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings orr data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HEAP Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents &Data the subcontractor prepares under this HEAP Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this HEAP Agreement shall be at Contractor's sole risk. INSURANCE Prior to undertaking performance of work under this HEAP Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited tc Protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Subcontractor's operations in the performance of this HEAP Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000po per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be prlmary and not contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (c) contain standard separation of insureds provisions. 25C-9 EXHIBIT 2 b. Business automobile liability insurance, or equivalent form, with a combined single Iimit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the performance of the work under this HEAP Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000'000 per accident, d, If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of riot less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: i. Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HEAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HEAP Agreement and shall be approved by the Contractor, Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Contractor, iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this HEAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HEAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f. If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this HEAP Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of termination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 25C-10 EXHIBIT 2 8, INDEMNInCATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise'from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this HEAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HEAP Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of; or effects, arising from this HEAP Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HEAP Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or properly rights arises by reason of the terms of, or effects arising from this HEAP Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8 the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor, 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HEAP Agreement, Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HEAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period, of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HEAP Agreement, All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit d make transcripts or copies of such records and any other documents created pursuant to this HEAP , an Agreement durhig regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HEAP Agreement for a period of three (3) Years from the date of final payment to Subcontractor under this HEAP Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HEAP Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. I Confidential 25C-11 EXHIBIT 2 Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means, Confidential information disclosed to either patty by any subsidiary and/or agent of the other party is covered by this HEAP Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any inforimation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (e) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor, 11. CONFLICT OF INTEREST CLAUSE Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict I under this HEAP Agreement. n any manner with performance of services specified 12. NON-DISCRIMINATION Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, term Other employment related activities. Subcontractor affirms that it is an equal opportunity ination or employer and shall comply with all applicable federal, state and local laws. and regulations. 13. EXCLUSIVITY AND AMENDMENT This HEAP Agreement and the State HEAP Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this I -MAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement shall prevail. This Heap Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor, The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HEAP Agreement aelmowledges that no representations, inducements, promises or agreements, orally 01 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, 14. ASSIGNMENT Inasmuch as this HEAP Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HEAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 25C-12 EXHIBIT 2 15. TERMINATION This REAP Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by ceSubcontractorvele Prior to receipt of such notice of termination, subject to the following conditions: ition of such payment, the Executive Director may requre Subcontractor to -deliver todthe Contractor all wok product(s) completedas of such date, andtin such case such work product shall be the property of the Contractor unless prohibited by law deems appropriate. , and Subcontractor consents to the Contractor's use thereof for such put -poses as the Contractor b. Payment need not be made for work that fails to meet the standard of performance Specified in the Recitals of this HEAP Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HEAP Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, not shall any waiver constitute a continuing waiver unless the speciwriting so specifies. 17, JURISDICTION - VENUE This LEAP Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this HE Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venuc for any action or proceeding that may be brought or arise out of, in connection with or by reason of this HEAP Agreement. 18. PROFESS.IONAL LICENSES Subcontractor shall, throughout the term of this HEAP .Agreement, maintain all necessary hereunder and required by the laws and regulations of the United States, the State of licenses, permits, approvals, waivers, and exemptions necessary for the provision of tho services , California the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for trmination ofthis HEAP Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HEAP Agreement shall be in writing and shall be deemed to be properly given if delivered in person or 25C-13 EXHIBIT 2 mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons; CONTRACTOR: Terri Eggers Sr. Comtnimity Development Analyst City,of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT; Larry Haynes Executive Director Mercy House Living Centers, Inc PO Box 1905 Santa Ana, CA 92701 714-836-7188 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this HEAP Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this HEAP Agreement. (Signal ures on following page) 25C-14 i0a:11-111 a IN WITNESS WHEREOF, the parties hereto have executed this HEAP Agreement on the date and year first written above. ATTEST DAISY GOMEZ Cleric of the Council APPROVED AS TO FORM SONIA CARVALHO City t �y Li Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager MERCY HOUSE LIVING CENTERS, INC. Title: 10 25C-15 EXHIBIT 2 EX- IBIT A STATE HEAP AGREEMENT NUMBER 18-HEAP-00007 11 25C-16 EXHIBIT 2 The City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement EXHIBIT E Amended Terms Homeless Emergency Aid Program (HEAP) BCSH is authorizing a revision to Exhibit B, Section 1, as requested by the Contractor on December 11, 2019. In no way does this amendment relieve the Contractor of its requirements under the remainder of the agreement, which include complying with the no -reimbursement provisions of the HEAP contract for all remaining HEAP funds, using a minimum of five percent of HEAP funds for the purposes of addressing youth homelessness, and using a maximum of five percent of HEAP funds for the administration of this grant. 2. Notwithstanding Exhibit B of this agreement and based on the revisions requested by the Contractor and authorized in Section 1 of this Exhibit, the following figures represent the new allocation of HEAP resources approved underthe current HEAP agreement. The Contractor agrees to expend funds consistent with the allocation provided below: A. Services: $ 2,698,000.00 B. Rental Assistance or Subsidies: $ 00.00 C. Capital Improvements: $ 623,797.26 D. Homeless Youth Set -Aside: $ 184,544.29 E. Administrative Costs`. $ 184,544.29 F. Other: $ 00.00 Total HEAL' Award Amount: $ 3,690,885.84 Homeless Emergency Aid Program Contractor's Initial NOFA bate: 09/05/2018 25C-17 STATE OF CALIFORNIA STANDARD AGREEMENT AMENDMENT STD 213•A..(Rev 06103) ❑ Check here if additional pages are attached _____ pages -- AGREEMENTNUMBER 18-HEAP-00007 REGISTRATION NUMBER CA-602 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTOR'S NAME The City of Santa Ana 1 EXHIBIT 2 2. The term of this Ic� upon BOSH Approval through 1013112021 .4nraamcn4 3. The maximum amount 3,580,885.84 of this Agreement is: 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. Exhibit E — Amended Terms IN WITNESS WHEREOF, this has been executed by the CONTRACTOR parties hereto. CONTRACTOR'S NAME (bother then an Individual, state whether a corporation, partnership, etc.) The City of Santa Ana BY (Authorized Signature) DATE SIGNED (Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING ADDRESS --- 20 Civic Center Plaza, Santa Ana, CA 92701 STATE OF CALIFORNIA AGENCYNAME BUSINESS, CON MERS SERVICES AND HOUSING AGENCY' BY (A i ad Signatu e) DATE SIGNED (Do not type) rS k h I� to PRIN NAME AN LE OF PERAA 91TNFNG` Alexis Podesta, Secretary ❑ Exempt per: Business, Consumer Services and Mousing Agency ADDRESS 815 Capitol Mall, Suite 350-A, Sacramento, CA 95814 Pt of General only 25C-18 EXHIBIT 2 STATE OF CALIFORNIA AGREEMENT SUMMARY �-� AGREEMENT NUMBER AMENDMENTNUMBER STD 215IRev, DB/2017j 18-HEAP-00007 CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 1. CONTRACTOR'S NAME 2. FEDERAL I.D. NUMBER City of Santa Ana N/A 3. AGENCY TRANSMITTING AGREEMENT 4. DIVISION, BUREAU, OR OTHER UNIT S. AGENCY BILLING CODE Business, Consumer Services and Housing Agency Homeless Coordinating and Financing Council N/A 6a, CONTRACT ANALYST NAME Ob. EMAIL 6c. PHONE NUMBER Daniel Castillo daniel.castiilo@bcsh.ca.gov (916) 651-2788 7. HAS YOUR AGENCY CONTRACTED FOR THESE SERVICES BEFORE? QNo F]Yes(If Yes, enterprior Contractor Name andAgreemant Number) PRIOR CONTRACTOR NAME PRIOR AGREEMENT NUMBER 6. BRIEF DESCRIPTION OF SERVICES Contract is for the provision of shelter and services to address homelessness. 9, AGREEMENT OUTLINE (Include reason for Agreement Identifyspecilic problem, edmmistradiis requirement, program need or other circumstances making the Agreement necessary, Include special or unusual terms and conditions) Pursuant to Chapters (commencing with Section 50210) of part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program (HEAP). HEAP is administered by the California Homeless Coordinating and Financing Council inthe Business, Consumer5ervices and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their Immediate homelessness challenges. 10. PAYMENT TERMS (More than one may apply) Monthly Flat Rate Q quarterly One -Time Payment Progress Payment © Itemized Invoice Withhold °A Q Advanced Payment Not To Exceed © Reimbursement I Revenue or % Other (Explain) 11.PROJECTED EXPENDITURES FUND TITLE ITEM FISCAL YEAR CHAPTER STATUTE PROJECTED EXPENDITURES General Fund 0515-101.0001 2018-19 29 2018 $3,690,885.84 OBJECTCODE 5432000- Grants & Subventions -Governmental AGREEMENT TOTAL $3,690,885.84 OPTIONAL LSE AMOUNT ENCUMBERED BY THIS DOCUMENT $3,690,885,84 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT I certify upon my own personal knowledge that the budgeted funds for the current TOTAL AMOUNT ENCUMBERED TO DATE budget year ate av itable for the period and purpose of the expenditure stated above. $3,690,885.84 ACCOUNT) G. P ICER'S SIGNATURE ACCOUNTING OFFICER'S NAME fPrint or Type) DATE SIGNED (/j )/ ) 25C-19 EXHIBIT 2 STATE OF CALIFORNIA g AGREEMENT SUMMARY STD 215 (Rev, 08/2017) 18-HEAP-00007 NUMBER AGREEMENT TERM FROM TERM THROUGH TOTALCOSTOF THISSTRANSACTION BID, SOLE SOURCE, EXEMPT Original 8/3112021 EXEMPT Amendment 1 Amendment 2 TOTAL, ❑ Request for Proposal (RFP) (Attach lustl9callon If secondary methodls used) ❑ Use of Master Service Agreement ❑ Invitation for Sid (IFB) ❑ Exempt from Bidding (Give authority for exempt status) ❑ Sole Source Contract (Attach STO. 821) 0 Other (Explain) Authorizing legislation provides a predetermined allocation of funds. Mote: Proof of advertisement In the State Contracts Register or an approved form STO. 621, Contract Advertising Exemption Request, must be attached I* SUMMARY OF BIDS (List ofbidders, bldamount and small business status) (If an amendment, sole source, crexampt leave blank) N/A 18, IF AWARD OF AGREEMENT IS TO OTHER THAN THE LOWER BIDDER, EXPLAIN REASON(S) (If an amendment sole source, or exempt leave blank) N/A 16. WHAT IS THE BASIS FOR DETERMINING THAT THE PRICE OR RATE IS REASONABLE? N/A 17a. JUSTIFICATION FOR CONTRACTING OUT (check one) Convecting out Is justified based an Government Code 19136(b). When this box 19130(a)❑ Contracting out t based on nest savings per Government Code ❑ Is checked, a completed JUSTIFICATION - CALIFORNIA CODE OF Not Applicable The State (interPersonagency Board has been Other notified, REGULATIONS, TITLE 2, SECTION 547.60 must be attached to this document. ❑✓ Not Applicable (Interagency / Public Works /Other ) . 17b. EMPLOYEE BARGAINING UNIT NOTIFICATION ❑ By checking this box, f hereby certify compliance with Government Code section 19132(b)(1). AUTHORIZED SIGNATURE SIGNER'S NAME (Print or Type) DATE SIGNED NIA been reported to n,y V, 4„tl 01JIUM eel Housing? ❑ No []Yea Q WA N/A 19 HAVE CONFLTAS REQU RED YOTHE STATE CONTRACT MANUAL SEICTIONF INTEREST ISSUES BEEN IDENTIFED AND7.10? RESOLVED El No [:]Yes © N/A 0 Mo ❑Yes ❑NIA 20. FOR CONSULTING AGREEMENTS: Did oureviewan 23. ATHIS LED VETERAALL NBSSA contractor evaluations on file with the OGS Legal Office? ❑Nana on Ala ❑ No ❑ Yes ❑✓ WA A DISABLED VETERAN BUSIN 9 CERTIFIED BY DOS? 21. IS ASIGNED COPY OFTHE FOLLOWING ON FILEATYQUR AGENCY FORTHIS CONTRACTOR? No ❑Yes A, Contractor Certification Clauses B. STD 204 Vendor Data Record ❑ No ❑ Yes 0 NIA. ❑ No ❑ Yes ❑ NIA SSIDVBE Certification Number. 24. ARE DISABLED VETERANS BUSINESS ENTERPrdSE GOALS REQUIRED? (If an amendment, explain changes if any) [:]No (Explain below) []Yes _4'0 ofAgmement NIA 26. IS THIS AGREEMENT (WITH AMENDMENTS) FORA PERIOD OF TIME LONGER THAN THREE YEARS? ❑ No ❑ Yes (If Yes, providejostiBcodon below) NIA I certify that all copies of the referenced Agreement will conform to the original agreement sent to the Department of General Services. SIGN RE NAMEITITLE(Point or Type) DATESIIGNED1f, lf !IA& �/l//St AnnaPodzyn,StaffServicesManagerII �1 r 25C-20 EXHIBIT 2 STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT STD 213 (Rev. 10/2018) CONTRACTING AGENCY NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTOR NAME -_-- _ The City of Santa Ana 2. The term of this Agreement Is: START DATE Upon BCSH Approval THROUGH END DATE 10/31/2021 AGREEMENT NUMBER 18-HEAP-00007 i and the Contract( PURCHASING 3, The maximum amount of this Agreement is: $3,690,885.84 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. EXHIBITS TITLE PAGES ExhibitA Scope of Work — S Exhibit B Budget Detail and Payment Provisions 3 Exhibit C Terms and Conditions "'— 9 ExhibitD Special Terms and Conditions 1 emss ownwlthanastwokO,oreherebylncorporatedbyreferenceandmadeportofthisLogreementasifattachedhereto. These documents can be viewed at www.dgs.ca.gov/ols/resources/standardcontractlanguage.aspx IN WITNESS WHEREOF, THIS AGREEMENTHAS BEEN EXECUTED BYTHEPARTIES FIERETO. CONTRACTOR NAME (if other than an Individual, state whether a corporation, partnership, etc) The City of Santa Ana CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP ' 20 Civic Center Plaza, M-26 Santa Ana CA 92701 PRINTED NAME OF PERSON SIGNING TITLE Robert Cortez Deputy City Manager CONTRACTOR AU SIGN .URE DATESIGNED { STATE OF CALIFORNIA CONTRACTING AGENCY NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTING AGENCY ADDRESS CITY STATE ZIP - 915 Capitol Mall, Suite 350-A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING 'nTLF Alexis Podest Agency Secretary CONTRACTING C UT RI SIGNA DA'ESIGjJED California Department of General Services Approval (or exemption, Ifa pliable) 1 25C-21 Page 1 of 1 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 3 EXHIBIT A AUTHORITY. PURPOSE AND SCOPE OF IIVOR Homeless Emercrencv Aid Pro ram tHEAPI I. Amto-rity Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SIB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program ("HEAP" or "the Program" or "the grant"). The Program is administered by the California Homeless Coordinating and Financing Council ("Council") in the Business, Consumer Services and Housing Agency ("Agency"). HEAP provides one-time flexible block grant funds to Administrative Entities as defined in the September 5, 2018 HEAP Notice of Funding Availability (NOFA) and Large Cities to address their immediate homelessness challenges. This Standard Agreement along with all its exhibits ("Agreement") is entered into by the Agency and an Administrative Entity or Large City ("Contractor") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Contractor agrees to comply with the terms and conditions of the Agreement, the Notice of Funding Availability ("NOFA") under which the Contractor applied, the representations contained in the Contractor's application, and the requirements of the authority cited above. . 2. PurRose The general purpose of the Program is to provide one-time block grant funding to address the immediate emergency needs of homeless individuals and individuals at imminent risk of homelessness in the service area of each Contractor. In accordance with the authority cited above, an application was made by the Contractor for HEAP funds to be allocated for eligible uses under the grant, which include, but are not limited to, the following: services, rental assistance or subsidies, capital improvements and homeless youth activities. 3. Definitions Terms herein shall have the same meaning as the definitions set forth in the HEAP NOFA. 4.. Scope of Work The Scope of Work ("Work") for this Agreement shall include one-time uses that are consistent with Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited to, one or more of the following: Homeless Emergency Aid Program NOFA Date: 09105/201 S Contractor's Initials ek 25C-22 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 2 of 3 Standard Agreement EXHIBIT A A. Services, B. Rental Assistance or Subsidies, C. Capital Improvements, D. Homeless Youth Set -Aside, E. Administrative Costs, and F. Other 4. Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant Manager or the Grant Manager's designee. Unless otherwise Instructed, any notice, report, or other communication requiring Contractor signature for this Agreement shall be mailed by first class mail to the Agency Contract Coordinator at the following address: Business, Consumer Services and Housing Agency Attn: Homeless Emergency Aid Program Grant Manager 915 Capitol Mall, Suite 350-A Sacramento, CA 95814 5. Contractor's Contract Coordinator The Contractor's Contract Coordinator ("Authorized Representative") for this Agreement is listed below. Unless otherwise informed, any notice, report or other communication required by this Agreement will be mailed by first class mail to the Contractor's Contract Coordinator at the following address: Contractor's Hafsa Kaka, Authorized Homeless Services Manager Representative Name: 20 Civic Center Plaza, M-26 Address: Santa Ana, CA 92701 Phone: (714) 640.4245 Email: Hkakaaasanta-ana.org Homeless EmergeneyAid Program NOFA Date: 09/05/2018 25C-23 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 3 of 3 Standard Agreement EXHIBIT A S. Effective Date. Term of Agreement and Deadlines A. This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties, B. All HEAP grant funds must be at least fifty percent contractually obligated by January 1, 2020. One hundred percent of Program funds must be expended by June 30, 2021. Any funds not expended by that date shall be returned to the Agency and will revert to the General Fund (See Health and Safety Code Section 50215). 7. Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure the goals of the Program are achieved, Homeless Emergency Aid Program NOFA Date; 09/061201 a 25C-24 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Stand6rd Agreement Page 1 of 3 EXHIBIT B BU®CET DETAI[ ANLD pAYINENT PROVISIONS Homeless Emergency Ald proc raen,iHEAP) 1. Budctet Detail The Contractor agrees that HEAP funds shall be expended on one-time uses that address immediate homelessness challenges. Consistent with the application submitted by the Contractor on September 28, 2018, the Business, Consumer Services and Housing Agency ("Agency") shall award funds in the form of a grant for the following eligible activities: A. Capital Improvements: $3,321,797.26 B. Services: $0.00 C. Rental Assistance or Subsidies: $0.00 D. Homeless Youth Set -Aside: $184,644.29 E. Administrative Costs; $184,644.29 F. Other: $0.00 Total HEAP Award Amount: $3,690,885.84 2. General Conditions Prior to Disbursement General Requirements — All Contractors must submit the following forms prior to HEAP funds being released: A, Request for Funds Form (RFF), B. Four original copies of the signed STD. 213 form and initialed Exhibits A through D, and C. Any other documents, certifications, or evidence requested by Agency as part of the HEAP application. 3. Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are defined in the HEAP statutes. Health and Safety Code Sections 50214 and 50215 mandate the following: A. No more than five (5) percent of HEAP funds may be used for administrative costs related to the execution of eligible activities. B. No less than five (5) percent of HEAP funds shall be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. C. No less than 50 percent of HEAP funds shall be contractually obligated by January 1, 2020. D. One hundred percent of HEAP funds shall be expended by June 30, 2021, Homeless Emergency Aid Program NOFA Date: 09/05/2018 Contractor's Initials a 2, 25C-25 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 3 EXHIBIT B E. Any funds not expended by June 30, 2021 shall be returned to Agency and will revert to the General Fund, Homeless Coordinating and Financing Council ("Council") staff will provide ongoing technical assistance and training to support Contractors in successfully complying with these requirements and deadlines. HEAP funds may not be obligated and expended prior to the effective date of this Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later, even if it is for an eligible use under the statute. Program funds shall be expended in compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other relevant provisions established under SB 850, the NOFA, and this Agreement. 4. Disbursement of Funds HEAP funds will be.disbursed to the Contractor upon receipt, review and approval of the completed RFF by Agency, which will then forward the RFF to the State Controller's Office ("SCO") for a check to be issued. The RFF must include the proposed activities and amount of funds proposed for expenditure under each eligible use. HEAP funds will be disbursed in a single allocation once the RFF has been received by the SCO. 5. Budcet Chances After the effective date of this Agreement, the Contractor agrees that no changes shall be made to the Contractor's HEAP budget, funded homeless service providers ("subreeipients"), or eligible activities listed in the RFF without first obtaining approval from Agency. Any changes to this Agreement must be requested by the Contractor in writing through submission of a Change Request Form. Changes must be approved in writing by Agency. 6. 1e1iaible Costs HEAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses Identified in Health and Safety Code Section 50214. Agency reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Agreement. If the Contractor or its funded subrecipients use HEAP funds to pay for ineligible activities, the Contractor shall be required to reimburse these funds to Agency. Homeless Emergency Aid Program . NOFA Date: 09/06/2018 25C-26 EXHIBIT 2 City of Santa Ana 1 S-HEAP-00007 Standard Agreement Page 3 of 3 EXHIBIT B A. An expenditure which is not authorized by this Agreement, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Contractor. B. Expenditures for activities not described in Exhibit A or Paragraph 1 above shall be deemed authorized if the activities are consistent with Health and Safety Code Section 50214 and such activities are included in the approved RFF or are approved in writing by Agency prior to the expenditure of funds for those activities. C, Agency, at its sole and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HEAP funds. D. Program funds shall not be used for overhead or planning activities, including Homeless Management information Systems or Homelessness Plans. 7. Administrative Costs The Contractor must comply with Health and Safety Code Section 50214, which limits administrative costs related to the execution of eligible activities to no more than five percent of HEAP funds. For purposes of this Program, "administrative costs" does not include staff costs directly related to carrying out the eligible activities described in Paragraph 1 of this Exhibit. Homeless Emergency Aid Program NOFA Date: 09/05/201 B 25C-27 EXHIBIT 2 Cify of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 9 EXHIBIT C TERMS AND CONDIT1oNS Homeless Emernencv Aid Program (HEAPI 1. Effective Date. Commencement of Work and Completion Dates A. This Agreement is effective upon approval by Agency, which is indicated by the signature provided by Agency in the lower left-hand corner of page one, Standard Agreement, STD. 213, when signed by all parties. Contractor agrees that the work shall. not commence, nor any costs to be paid with HEAP funds be incurred or obligated by any party, prior to execution of this Agreement by Agency and the Contractor, or prior to Contractor's receipt of HEAP funds, whichever date is later. Contractor agrees that the work shall be completed by the expenditure date specified in Exhibit A, Paragraph 6. B. Contractor must contractually obligate no less than 50 percent of HEAP funds by January 1, 2020. One hundred percent of HEAP funds shall be expended by June 30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency and revert to the General Fund. "Obligate" means that the Contractor has placed orders, awarded contracts, received services, or entered similar transactions that require payment from the grant amount. In the case of an award made to a general purpose local government that subcontracts with private nonprofit organizations via letters of awards and Service Provider Agreements, the Subcontractors are required to obligate the funds by the same statutory deadlines. "Expended" means all HEAP funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. C. Contractor and its Subcontractors agree that the work shall be completed by the expiration date specified in Exhibit A, Paragraph 8 and that the Scope of Work will be provided for the full term of this Agreement. 2. Sufficiency of Funds and Termination A. Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist of.' violations of any terms or conditions of this Agreement, or any breach of contract as described in Paragraph 7; violation of any Federal or. State Laws or. Regulations; orwifhdrawal of Agency's expenditure authority.. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Contractor shall be returned to Agency within thirty days of the Notice of Termination. B. This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other Homeless Emergency Aid Program Contractor's Initials,(, NOFA Date; 09/05/2018 n ^ _n Q EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 9 EXHIBIT C laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner, 3. Tratlsfers Contractor may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except with the prior written approval of Agency and a formal amendment to this Agreement to affect such subcontractor novation.' 4, Contractor's Application for Funds Contractor has submitted to Agency an application for HEAP funds to provide urgently needed emergency assistance to homeless people in communities with a declared shelter crisis or applicable waiver'as authorized by Health and Safety Code Section 50212(b). Agency is entering into this Agreement on the basis of, and in substantial reliance upon, Contractor's facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by Agency, The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. 5. Reporting/Audits A. The Contractor shall submit an annual report to Agency on forms provided by Agency, by January 1, 2020 and January 1, 2021. If the Contractor fails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. The Contractor shall also submit a final report by September 30, 2021, D. The annual report shall contain a detailed report containing the following: 1. Amounts awarded to subrecipients with activity(ies) identified. 2. Contract expenditures. 3. Unduplicated number of homeless persons or persons at imminent risk of homelessness served. Homeless Emergency Aid Program NOFA Date: 091061201$ 25C-29 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 9 EXHIBIT C 4. Number of instances of service (defined in September 5, 2018 HEAP NOFA. 5, Increases incapacity for new and existing programs. 6. The number of unsheltered homeless persons becoming sheltered. 7. The number of homeless persons entering permanent housing. Breakdowns will be expected for each activity (i.e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re -housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable, The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development (HUD): 1. Chronically homeless 2. Homeless veterans 3. Unaccompanied homeless youth 4. Homeless persons in families with children Counts by subpopulation will not be required in cases where that information is unavailable, but it is expected in cases where client information is entered in a Homeless Management Information System (HMIS). Additional breakdowns for other subgroups (e.g. race, ethnicity, disability status, etc.) are optional, if the Contractor chooses to include them. The Contractor will also be asked to comment on the following: I. Progress made toward local homelessness goals. 2. The alignment between HEAP funding priorities and "Housing First" principles adopted by the Homeless Coordinating and Financing Council 3. Any other effects from HEAP funding that the CoC or large city would like to share (optional). C. Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. HEAP administrative funds may be used to fund this expense. 1, If a financial audit is required by Agency, the audit shall be performed by an independent certified public accountant. 2. The Contractor shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor's working papers. 3. The Contractor is responsible for the completion of audits and all costs of preparing audits. 4. If there are audit findings, the Contractor must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the Homeless Emergency Aid Program NOFA Date: 09/06/2018 25C-30 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 4 of 9 EXHIBIT C audit finding report. 6. Retention and Inspectlon of Records A. The Contractor agrees that Agency or its designee shall have the right to review, obtain, and copy all records and .supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide Agency or its designee, with any relevant information requested. The Contractor agrees to permit Agency or Its designee access to its premises, upon reasonable notice, during normal business hours forthe purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other materials that may be relevant to a matter under investigation for the purpose of determining compliance with the Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other applicable requirements established under SB 850, HEAP programguidance document published on the website, and this Agreement. B. The Contractor further agrees to retain all records described in Paragraph A for a minimum period of five (5) years after the termination of this Agreement. 1. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 7. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1. Contractor's failure to comply with the terms or conditions of this Agreement. 2. Use of, or permitting the use of, HEAP funds provided under this Agreement for any ineligible, activities. 3. Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: 1. gar the Contractor from applying for future HEAP funds; 2. Revoke any other existing HEAP award(s) to the Contractor; 3. Require the return of any unexpended HEAP funds disbursed under this Agreement; 4. Require repayment of HEAP funds disbursed and expended under this Agreement; 5. Require the immediate return to Agency of all funds derived from the use of HEAP funds including, but not limited to recaptured funds and returned funds; Homeless Emergency Aid Program NOFA Date: 09106/2018 25C-31. EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 5 of 9 Standard Agreement EXHIBIT C 6. Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; and 7. Seek such other remedies as may be available under this Agreement or any law. 8. All remedies available to Agency are cumulative and not exclusive. 9. Agency may give written notice to the Contractor to cure the breach or violation within a period of not less than 15 days. 8. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach, The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions. 9. Nondiscrimination During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor or subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if, set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 10.Conflict of Interest All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Applicable statutes include, but are not Homeless Emergency Aid Program NOFA Datot 09/05/2018 25C-32 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 8 of 9 EXHIBIT C limited to, Government Code section 1090 and Public Contract Code, sections 10410 and 10411, for State conflict of interest requirements. A. Current State Employees: No State officer or employee shall engage in any .employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. B. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State. agency. For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. C. Employees of the Contractor: •Employees of the Contractor shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited 4o any applicable conflict of interest provisions of the California Political Reform Act, Government Code section 87100 et seq. 11: Dru -Free Workplace Certification Certification .of Compliance: By signing this Agreement,. Contractor, and its subcontractors, hereby certify, under penalty ,of perjury under the laws of State of California, compliance with the requirements of the Drug -Free Workplace Act of 1990 (Government Code 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions: A. Publish a statement notifying employees and subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is'prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1). B. Establish a Drug -Free Awareness Program, as required by Government Code section 8355(a)(2) to inform employees, contractors, or subcontractors about all of the following: 1. The dangers of drug abuse in the workplace, Homefess Emergency Aid Program NOFA Date: 09/05/2018 25C-33 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 7 of 9 EXHIBIT C 2. Contractor's policy of maintaining a drug -free workplace, 3, Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees, contractors, and subcontractors for drug abuse violations. C. Provide, as required by Government Code section 8355(a)(3), that every employee and/or subcontractor who works under this Agreement: . 1. Will receive a copy of Contractor's drug -free policy statement, and 2. Will agree to abide by terms of Contractor's condition of employment or subcontract. 12.Child Support Comnliance Act For any Contract Agreement In excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code 7110, that: A, The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 13. Special Conditions — Contractors/Subcontractor The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Contractor shall ensure that all Subcontractors are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HEAP funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Contractor and any Subcontractor shall require the Contractor and its Subcontractors, if any, to: 1. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. Homeless Emergency Aid Program NOFA Date; 09105/2018 25C-34 EXHIBIT 2 City of Santa Ana 18-HEAP-000o7 Standard Agreement Page 8 of 9 EXHIBIT C 3. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Contractor or any Subcontractor in performing the Work or any part of it. 4. Agree to Include all the terms of this Agreement in each subcontract. 14, compliance with State and Federal Laws Rules Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HEAP program, the Contractor, its Subcontractors, and all eligible activities. Contractor shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Contractor shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Contractor shall provide copies of permits and approvals to Agency upon request. 15.Inspections A. Contractor shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. B. Agency reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. C. Contractor agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient or Subcontractor until it is corrected. 16. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. Homeless Emergency Ad Program NQFA pate: 09/06/2018 25C-35 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 9 of 9 EXHIBIT C B. The Contractor shall notify Agency immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency, Homeless Emergency Aid Program NOFA Date: 09/05/2018 25C-36 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement Exhibit D SPECIAL TI;'RMS AHD CONDITIONS Horneless Emeraenov Aid Program (H9AP) All proceeds from any interest -bearing account established by the Contractor for the deposit of HEAP funds, along with any interest -bearing accounts opened by Subrecipients to the Contractor for the deposit of HEAP funds, must be used for HEAP -eligible activities. Consistent with Health and Safety Code Section 50214 (b), no more than five (5) percent of these proceeds may be used for general administrative purposes, At least five (5) percent of these proceeds must be allocated to establishing or expanding services for homeless youth, as defined in HEAP Program documents. 2. Any housing -related activities funded with HEAP funds, including but not limited to, emergency shelter, rapid -rehousing, rental assistance, transitional housing and permanent supportive housing must be in compliance or otherwise aligned with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255(b). Homeless Emergency Aid Program NOFA Date: 09/05/2018 Contractor's Initials Vr 25C-37 EXHIBIT 3 FIRST AMENDMENT TO EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MERCY HOUSE LIVING CENTERS, INC. (24 CFR Parts 91 and 576) THIS FIRST AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT is entered into this 18a' day of February, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and MERCY HOUSE LIVING CENTERS, INC., a California nonprofit organization ("Subrecipient"). RECITALS A. On July 1, 2019, the City entered into an Emergency Solutions Grant (ESG) Subrecipient Agreement #A-2019-088-02 with Subrecipient to provide Emergency Funds from the United States Department of Housing and urban Development (HUD) to be used in the operation of an emergency solution program for the homeless or at risk of homelessness of the City of Santa Ana ("said Agreement"). B. Pursuant to said Agreement, Subrecipient was awarded $316,491.00 for ESG activities, including $200,000.00 for operations at the Link interim emergency shelter. C. The City was awarded $475,700 in 2018-2019 under Catalogue of Federal Domestic Assistance ("CFDA") 14.231 and Federal Award Identification Number (FAIN) E-18-MC- 06-0508. At the close of fiscal year 2018-2019, unspent funds from the ESG Program recipients totaling $5,910.43 were recaptured for redistribution. These unspent funds will now be used to help off -set the increased cost of operations at the Link interim emergency shelter. D. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase funds to the Subrecipient, which need to be spent by June 30, 2020. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Paragraph 5, shall be amended to increase funding to Subrecipient by $5,910.43, which will go to the Link interim emergency shelter, for a total of $205,910.43. The new total sum shall not exceed $322,401.43 in grant funding. 2. Paragraph 6, shall be amended to increase funding to Subrecipient by $5,910.43, which will go to the Link interim emergency shelter, for a total of $205,910.43. Again, this $205,910.43 shall count toward the amount of funds due from the City to Subrecipient under Agreement No. 2018-211, as amended. 25C-38 1:71110.1k11c3 3. Section III, shall be amended to increase funding to Subrecipient by $5,910.43, for a total sum not to exceed $322,401.43. Of the total amount of ESG Program funds, up to $205,910.43 may be reimbursed for operations of the Link interim emergency shelter, which shall apply toward the funds that the City owes to Subrecipient for operation of the Link interim emergency shelter pursuant to Agreement No. A-2019-088-02, as amended. 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: DAISY PEREZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: RVAT4 O. HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager SUBRECIPIENT: Larry Haynes Executive Director Tax ID# 33-0315864 DUNS# 87-979-7165 25C-39 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: AWARD AGREEMENT WITH SYSTEMS AND SOFTWARE, INC. IN THE AMOUNT OF $3,361,516 AND AMEND AGREEMENT WITH UTILIWORKS CONSULTING, LLC IN THE AMOUNT OF $75,592 FOR UTILITY BILLING SOFTWARE UPGRADE PROGRAM MANAGEMENT; AMEND APPLEONE AGREEMENT IN THE AMOUNT OF $350,000 FOR CONTRACT EMPLOYEE SERVICES; AMEND INVOICE CLOUD, INC. AGREEMENT IN THE AMOUNT OF $210,000 FOR CONTINGENT UTILITY PAYMENT KIOSK AND PAYGO SERVICES /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Systems and Software, Inc. for a comprehensive upgrade of enQuesta, the City's utility customer service and billing system, necessary for Advanced Meter Infrastructure integration, an integrated workforce management system (enQuesta Link Mobile) and an enhanced Customer Portal environment (Capricorn). The agreement would include software license and support for a 6-year period commencing March 1, 2020, and expiring December 31, 2025, with provision for 2 renewal options ending December 31, 2029 exercisable by the City Manager and City Attorney, in a base amount of $3,144,516 and a contingency amount of $217,000, for a total not to exceed $3,361,516 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an agreement amendment with UtiliWorks Consulting, LLC for project management related to the City's utility customer service and billing system upgrade in a base amount of $68,720 and a contingency amount of $6,872, for a total not to exceed $75,592 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to increase the Human Resources part-time vendor contract with AppleOne Employment Services, an ActOne Group Company, to pay for five (5) part- time Customer Service Representatives (two and a half (2.5) full-time equivalent bilingual 25D-1 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 2 Customer Service Representatives) for a time -limited amount of twenty-one (21) months beginning April 1, 2020, not to exceed $350,000, subject to non -substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute an agreement amendment with Invoice Cloud, Inc. for contingent forty-five (45)-month pre -paid lease for Payment Kiosk equipment, software and services in the amount of $135,000, and PayGo 7-Eleven store/CVS Pharmacy remote utility bill payment services for 36 months in the amount of $58,500, including a contingency of $16,500 ($5,500 per year), for a total amount not to exceed $210,000. DISCUSSION The Public Works Agency has been working on the planning and design of the Advanced Metering Infrastructure (AMI) project. The AMI project involves the replacement of the City's existing water meters with new smart meters, which are capable of being read automatically and provide the consumer with up-to-date information on their water use. The proposed project is extensive, involving the replacement of approximately 45,000 meters, the upgrade of existing software and integration of new software and database systems, and the installation of a network of data collectors and transmitters. Grant Opportunities The Public Works Agency in anticipation of this project has been securing grant funding, identifying meter operations goals and objectives, along with business process update requirements and public communication outreach plans in preparation for the AMI deployment. To date, the City has been awarded a $4.0 million grant from the State of California Natural Resource Agency and potentially may receive a $1.8 million grant from the Federal Bureau of Reclamation for the AMI project. The total AMI project cost is estimated to be $17.8 million and the balance not covered by grant funds will be paid for using Water Enterprise capital improvement funds. Staff continues to seek additional grant funds to further reduce the net cost impact to our ratepayers. Staff is also evaluating funding options for the AMI project, including using existing Water Enterprise Fund balance and debt financing and will return to the City Council with recommendations in the future. Through the AMI project development and preparation activities, staff has identified the need to upgrade the City's utility customer service billing system and temporarily augment personnel levels in the Municipal Utilities Services (MUS) section. In order to provide for an effective AMI transition and to allow for the full implementation of AMI smart features, such as an interactive customer portal and increased field and customer service tasks, staff recommends upgrading the current billing system to be AMI-ready and additional MUS staff to meet the needs of the public as the City proceeds through AMI implementation. Water Billing System Upgrade Staff recommends approval of an agreement with Systems and Software, Inc. for the City's existing utility customer service and billing system, enQuesta, to be upgraded from version 4.5 to version 6.0 as outlined in the Amended Agreement (Exhibit 1). In order to ensure the City is keeping up with best practices as they relate to utility customer service and billing technology, a comprehensive upgrade for enQuesta is needed, which includes, but is not limited to, the following: compatibility with Automated Meter Infrastructure (AMI) systems, enhanced Customer Portal 25D-2 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 3 environment (Capricorn), and mobile tablet and smartphone application services (integrated workforce management — Link Mobile). Water Billing System Background The City initially converted from a custom in-house legacy customer service utility billing system to enQuesta in March 2009. The existing version of enQuesta was implemented in 2016 as part of an interactive voice recognition (IVR) integration and upgrade. The enQuesta system is used by staff to manage over45,000 municipal utility service accounts (water, sewer, refuse, and sanitation) and to process over 324,000 municipal utility services bills each year. Making a timely transition from enQuesta version 4.5 to version 6.0 will allow the Public Works Agency to pursue the AMI meter upgrade project and allow for full integration between the AMI systems and enQuesta; by doing so the City will be following in the footsteps of comparable local cities, such as Anaheim and Brea. Staffing Options To provide adequate MUS customer service support during the multiple user acceptance testing periods, which will run serially over a 21-month period and which will require the participation of full-time customer service members, staff recommends an increase of $350,000 to Human Resource's AppleOne Employment Services contract (Exhibit 4). This funding increase will allow temporary hiring of five (5) supplemental part-time bilingual Customer Service Clerks for a time - limited term of twenty-one (21) months beginning April 1, 2020. Funds for this recommended staff augmentation exist within the Water Utility Budget. Invoice Cloud (Kiosk Payment Option) The City's existing integrated walk-up payment kiosk purchased in FY 2011-12 received partial replacement parts in 2017 but is in need of multiple hardware and software upgrades and ongoing future program hosting and maintenance. To address the issue of continuing support for enQuesta MUS customer payment options, staff is recommending that the walk-up Payment, which is at the end of its service life, be replaced with a new unit that supports updated hardware and software. The City's MUS merchant payment processor, Invoice Cloud, is also a fully authorized provider of walk-up kiosk payment solutions per their partnership agreement with Kiosk Information Systems, Inc., the City's original walk-up kiosk payment system provider. Invoice Cloud is willing, as an amendment to its existing renewal agreement for merchant processing services, to extend its contract with the City by two (2) years and offer a contingency option, solely exercisable by the City, for a fully updated payment kiosk hardware and software solution (Exhibit 2). This optional solution would utilize Kiosk Information Systems -certified hardware, software, hosting services, and program maintenance, and would be exercised on a 45- month prepaid lease basis beginning October 1, 2020 and continuing through June 30, 2024 for a net amount not to exceed $135,000 (all costs included). The Kiosk "go -live" would be coordinated with the conclusion of Phase One of the enQuesta upgrade in which all basic version 6.0 functionality necessary to support AMI is enabled, and this solution would initially cover all walk-up MUS payments (87% of current Payment Kiosk transactions) and could then be extended at the City's election to Dog License and Business License Tax payments. Please note, while customers do utilize the kiosk system during normal business hours, the overwhelming majority of customers utilize the Payment Kiosk when City Hall is closed (e.g. — transactions over the 2019 Holiday City 25D-3 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 4 Hall closure totaled 362). Specifically, the Kiosk totals on a monthly average 288 transactions, while the Cashiering counter averages on a monthly basis 6,195 transactions. Invoice Cloud (PaVGO Payment Option) Complementing the payment kiosk option is an additional customer payment option titled "PayGo", also provided by Invoice Cloud based upon an amendment to their existing agreement (Exhibit 2), would enable MUS customers to pay their MUS bills while shopping at 7-Eleven Stores and CVS Pharmacies. This option would be for a three-year period on a pay-as-you-go basis, beginning July 1, 2021 through to June 30, 2024, for a base amount of $58,500 and a contingency of $16,500 ($5,500 per year), for a total not to exceed $75,000, based on the City absorbing customers' PayGo transaction charges at the rate of $2 per payment transaction and assuming a volume of 9,750 transactions per year. The PayGo "go -live" would be coordinated with the conclusion of Phase Two of the enQuesta upgrade, in which all complimentary and supplemental functionality is enabled, such as the enhanced Customer Portal Environment (Capricorn), the mobile tablet and smartphone application services, and integrated workforce management (Link Mobile). Utiliworks — Protect Management On May 7, 2019, at the conclusion of a competitive bid process, the City Council approved an award to UtiliWorks Consulting, LLC (Utiliworks Consulting) to provide planning and implementation services for the AMI project. UtiliWorks Consulting has been performing exceptionally well in the preparation of AMI requirements, business process reengineering and RFP preparation. In Recommended Action #2, staff recommends amending the contract with UtiliWorks Consulting, LLC (Exhibit 3) to provide utility billing software upgrade project management services. Thorough data conversion, testing and training in a phased, controlled deployment ensures a successful transition to better automation and service management within billing services and the Public Works Agency. UtiliWorks Consulting is also providing project management services for the AMI installation. The following costs (to include contingency dollars, license and on -going maintenance fees escalated at 3%) are expected: Below is the summary of costs by fiscal year FY 2019/20: 1) Upgrading existing enQuesta customer service information (CIS) system and ancillary utility billing software modules (enQuesta Link Mobile and CIS Module) from version 4.5 to version 6.0 and maintenance for each module - to be completed by 8/31/2020 (base amount $512,512.50, first year of software Support & Maintenance $27,250, Travel expense $28,000, plus $42,500 overall contingency) 2) Information Technology Agency professional programming integration services as required (base amount $25,000, plus $1,250 contingency) 3) AppleOne Employment Services staff augmentation of five (5) supplemental part-time bilingual Customer Service Clerks ($50,000) 4) UtiliWorks enQuesta CIS Upgrade Program Manager services — (base amount $68,720, plus $6,872 contingency) 5) Invoice Cloud for contingent forty-five (45)-months pre -paid Kiosk Payment Services Lease - $77,143 25D-4 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 5 FY 2020/21: 1) Upgrading existing enQuesta customer service information (CIS) system and ancillary utility billing software modules (enQuesta Link Mobile and GIS Module) from version 4.5 to version 6.0 and Maintenance for each module - to be completed by 8/31/2020 (base amount $137,037.50, Travel expense $42,000, plus $9,000 contingency) 2) Upgrading existing enQuesta customer service information system Customer Portal (Web Connect) to Capricorn (to be completed by 6/30/2021) — (base amount $185,000, 1st year of maintenance $15,000, Travel expense $15,000, total $215,000) a. Contingency for additional CONSULTANT integration services and Travel expense - as required- for Capricorn Customer Portal - $37,000 3) Licensing and Maintenance for modules installed FY 19/20 - $209,931 (plus $14,000 miscellaneous contingency, total $223,931) 4) Information Technology Agency professional programming integration services as required (base amount $25,000, plus $1,250 contingency) 5) AppleOne Employment Services staff augmentation of five (5) supplemental part-time bilingual Customer Service Clerks (base amount $200,000) 6) Invoice Cloud for contingent forty-five (45)-month pre -paid Kiosk Payment Services Lease — $57,857 FY 2021/22: 1) On -going Licensing and Maintenance - $216,229 (plus $14,000 miscellaneous contingency, total $230,229) 2) AppleOne Employment Services staff augmentation of five (5) supplemental part-time bilingual Customer Service Clerks (base amount $100,000) 3) Invoice Cloud for contingent pre -paid PayGo Services - $25,000 ($19,500 base charge, plus $5,500 contingency) FY 2022/23: 1) On -going Licensing and Maintenance - $222,716 (plus $14,000 miscellaneous contingency, total $236,716) 2) Invoice Cloud for contingent PayGo Services - $25,000 ($19,500 base charge, plus $5,500 contingency) FY 2023/24: 1) On -going Licensing and Maintenance - $229,398 (plus $14,000 miscellaneous contingency, total $243,398) 2) Invoice Cloud for contingent pre -paid PayGo Services - $25,000 ($19,500 base charge, plus $5,500 contingency) FY 2024/25: 1) On -going Licensing and Maintenance - $236,280 (plus $14,000 miscellaneous contingency, total $250,280) OPTIONAL YEAR TERMS 25D-5 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 6 Option 1: FY 2025/26, FY 2026/27 and FY 2027/28 (3-year extension) - $752,226 (plus $42,000 miscellaneous contingency, total $794,226) Option 2: FY 2028/29 (1-year extension) - $265,935 (plus $14,000 miscellaneous contingency, total $279,935) STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The City has received grant funding from the State in the amount of $4.0 million for the AMI project. As this software upgrade is necessitated by the AMI project, grant funds will be utilized on a reimbursement basis as allowable by the grant. The grant award agreement limits reimbursable expenditures for this category of work to a maximum of $1,099,080. In accordance with the grant agreement, the funds are awarded to the City for the execution of the AMI project with an expiration date of May 1, 2024. If the City fails to proceed with full implementation of the AMI project by the agreement expiration date, the City will be required to reimburse the state with interest. Funds for these awards are budgeted and available in the Public Works Water Quality & Control Account (No. 16417642-66220) in the amount of $869,246, the Water Utility Capital Projects Accounts (No. 06617647-66301 and No. 06017645-62300) in the amount of $869,147 and Information Technology (10920143-62306) in the amount of $2,258,715. Funds will be budgeted for expenditure as follows: Accounting Unit - Fiscal Account No. Fund Description Accounting Unit - Account No. Amount Year (Project No.) Description 16417642-66220 PW Water Quality & CA Natural Resources Grant — Control Improvements Other Than Building$654,958 FY 2019- 06617647-66301 Water Utility Capital Water Capital Projects $57,147 20 Pro ects 06017645-62300 Water Contract Services -Professional $50,000 Admin/En ineerin 06017645-62300 Water Contract Services -Professional $77,143 Admin/En ineerin Fiscal Accounting Unit - Accounting Unit - Account No. Year Account No. Fund Description Description Total Amount Pro ect No. PW Water Quality & CA Natural Resources Grant— FY 2020- 16417642-66220 Control Improvements Other Than $214,288 Buildings 21 06617647-66301 Water Utility Capital Water Capital Projects $252,000 Projects 25D-6 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 7 06017645-62300 Water Contract Services -Professional $200,000 Admin/En ineerin 06017645-62300 Water Contract Services -Professional $57,857 Admin/En ineerin 10920143-62306 Customer Service Software Maintenance & $223,931 Subscription 10920143-62306 Customer Service Software Maintenance & $230,229 Subscription 06017645-62300 Water Contract Services -Professional $100,000 FY 2021- 22 Admin/En ineerin 06017645-62300 Water Contract Services -Professional $25,000 Admin/En ineerin 10920143-62306 Customer Service Software Maintenance & $236,716 FY 2022- Subscription 06017645-62300 ateneerin Contract Services -Professional $25,000 23 Admin /Engi10920143-62306 Customer Service Software Maintenance & $243,398 FY 2023- Subscription 24 Water 06017645-62300 Contract Services -Professional $25,000 Admin/Engineering FY 2024- 10920143-62306 Customer Service Software Maintenance & $250,280 25 Subscription FY 2025- 10920143-62306 Customer Service Software Maintenance & $257,368 26 Subscription FY 2026- 10920143-62306 Customer Service Software Maintenance & $264,669 27 Subscription FY 2027- 10920143-62306 Customer Service Software Maintenance & $272 189 28 1 Subscription FY 2028- 1 10920143-62306 Customer Service Software Maintenance & $279,935 29 Subscription TOTAL EXPENDITURES: $3,997,108 Table of Costs by Fiscal Year: Accounting Unit- Accounting Unit -Account Fiscal Year Account No. Fund Description No. Description Total Amount (Project No.) PW Water Quality & CA Natural Resources 16417642-66220 Control Grant — Improvements Other Than Building FY 2019- $839,249 Water Utility Capital 20 06617647-66301 Projects Water Capital Projects 06017645-62300 Water Contract Services- Admin/En ineerin Professional PW Water Quality & CA Natural Resources 16417642-66220 Control Grant —Improvements Other Than Building FY 2020- $948,076 Water Utility Capital 21 06617647-66301 Projects Water Capital Projects 06017645-62300 Water Contract Services- Admin/En ineerin Professional 25D-7 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 8 Software Maintenance & 10920143-62306 Customer Service Subscription Software Maintenance & 10920143-62306 Customer Service Subscription FY 2021- $355,229 06017645-62300 Water Contract Services- 22 Admin/En ineerin Professional Water Contract Services- 06017645-62300 Admin/En ineerin Professional Software Maintenance & 10920143-62306 Customer Service FY2022- Subscription $261,716 Water Contract Services- 23 06017645-62300 Admin/En ineerin Professional Software Maintenance & FY 2023- 10920143-62306 Customer Service Subscription $268,398 24 Water Contract Services- 06017645-62300 Admin/En ineerin Professional FY 2024- 10920143-62306 Customer Service Software Maintenance & $250,280 25 Subscription Fiscal Accounting Unit - Accounting Unit -Account Year Account No. Fund Description No. Description Total Amount Pro ect No. FY 2025- 10920143-62306 Customer Service Software Maintenance & $257,368 26 Subscription FY 2026- 10920143-62306 Customer Service Software Maintenance & $264 669 27 Subscription FY 2027- 10920143-62306 Customer Service Software Maintenance & $272 189 28 Subscription FY 2028- 10920143-62306 Customer Service Software Maintenance & T $279 935 29 Subscription TOTAL EXPENDITURES (Not To Exceed): $3,997,108 APPROVED AS TO FUNDS AND ACCOUNTS: Nabil Saba, PE Kathryn Downs, CPA Acting Executive Director Executive Director Public Works Agency Finance and Management Services Agency 25D-8 Award Agreement with Systems and Software, Inc. and Amend Agreement with UtiliWorks Consulting for Utility Billing Software Upgrades, Program Management February 18, 2020 Page 9 Jack Ciulla Chief Technology Innovations Officer Information Technology Department Steven Pham Executive Director Human Resources Agency SV/RR/WH/AG Exhibits: 1. Agreement with Systems and Software, Inc. 2. First Amendment to Renewal Agreement with Invoice Cloud Agreement 3. First Amendment to Agreement with Utiliworks Consulting, LLC 4. First Amendment to Agreement with AppleOne Employment Services 5. State of California Natural Resources Agency Grant Agreement 25D-9 EXHIBIT 1 u: Y:t U:: : Ilul►Y It':111, 1►: t111 THIS AGREEMENT (hereinafter "Master Renewal Agreement') is made and entered into this 18th day of February, 2020 by and between Systems & Software, Inc., a Vermont corporation (hereinafter "CONSULTANT'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Construction and laws of the State of California ("CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the PARTIES". RECITALS A. The PARTIES entered into that certain Agreement A-2008-053, dated March 3, 2008, (hereinafter "Original Agreement") by which CONSULTANT has licensed to CITY, utility billing application software, along with support and maintenance of such software. B. The PARTIES successively entered into: (1) a First Amendment to that Agreement (A-2010- 016) on February 10, 2010 to clarify the process for annual renewal of support services and to amend the calculation by which the Support Service Program cost will be adjusted; (2) a Second Amendment to that Agreement (A-2013-003) on February 13, 2013 to amend said Agreement to extend the Term by one-year with the option of two additional one-year renewals; and (3) a Third Amendment to that Agreement (A-2016-039) on March 15, 2016 to extend the Term by three (3) years beginning with the 2016 calendar year with the option(s) to further extend said Agreement for two additional one (1) calendar year periods (2019 and 2020), including an upgrade to the enQuesta Customer Service Information Service and Utility Billing Software application (version 3E) as described in Exhibit 1 of said Agreement ("enQues&a to version 4.5 as described in CONSULTANT enQuesta Upgrade Statement of Work, dated February 16, 2016, incorporated therein by reference as Exhibit A. C. The PARTIES agreed to compensation as total payment for its services, the rates and charges identified in Exhibit A in accordance with the Payment Schedule as set forth in Appendix F. The sum to be expended thereon under said Third Agreement not to exceed $225,500 for the enQuesta version 4.5 upgrade. In addition thereto, the PARTIES agreed to accept the enQuesta software maintenance payment schedule as set forth below: Base Contract Period (2016 & 2017 & 2018) Basic Software System + Upgrade Maintenance 2016 Calendar Year - $137,236+ $0 = $137,236 2017 Calendar Year - $142,725 + $15,000 = $157,725 2018 Calendar Year - $148,434 + $13,000 = $161434 Total = $456,395 Optional Contract Period (2019 & 2020) Basic Software System + Upgrade Maintenance 2019 Calendar Year - $154,372 + $13,520 = $167,892 2020 Calendar Year - $160,547 + $14,061 = $174 608 Total = $342,500 25D-10 The total annual sums set forth above represented the maximum software maintenance payment schedule. The annual sums due and payable did not exceed said annual amount computed in accordance with Section 4, SUPPORT SERVICES, subsection C "Enrollment & Pricing" as amended pursuant to the First Amended Agreement (A-2010-016) which provided that the minimum annual increase was 2.5% and the maximum increase would not exceed 4%. D. The PARTIES now wish to enter into a Master Renewal Agreement for purposes of expanding CONSULTANT's Scope of Services to include upgrade of the enQuesta Customer Service Information Service and Utility Billing Software application version 4.5 to version 6.0, and to include additionally Capricorn for enQuesta Customer Self -Service Product and enQuesta Link Mobile for an initial term of six years commencing March 1, 2020 through to December 31, 2025, with provisos for one (3) three-year term extension option, and one (1) one-year term extension option, both solely exercisable by the City for a total combined Term of ten (10) years. The PARTIES also wish to accordingly expand total Compensation under said Master Renewal Agreement, inclusive of all contingencies and carry -forward support and maintenance credits in an amount not to exceed $3,361,516. E. In undertaking the performance of this Master Renewal Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this Master Renewal Agreement willbeperformed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree as follows: 1. SCOPEOFSERVICES CONSULTANT shall during the Term of this Master Renewal Agreement, including any extensions thereto exercised by CITY, perform the tasks and obligations attached hereto designated in CONSULTANT's enQuesta Statement of Work for enQuesta v6 Upgrade, and CONSULTANT's Support and Maintenance Agreement which are both hereby fully incorporated herein by reference as EXHIBIT A and EXHIBIT B, respectively, as follows: (a) EXHIBIT A 1. Statement of Work for enQuesta v6 Upgrade document (including) a. Attachment B - New Features (enQuesta v6) b. Attachment C - enQuesta Link Mobile Statement of Work c. Attachment D - Capricorn for enQuesta Statement of Work (b) EXHIBIT B 1. Support and Maintenance Agreement 2 25D-11 i. Support and Maintenance Agreement (Exhibit 2 - Standard Support Guidelines) CONSULTANT's Statement of Work, including each attachment thereto, together with CONSULTANT's Support and Maintenance Agreement shall be subject to the terms and conditions of this Master Renewal Agreement. In the event of conflict between this Master Renewal Agreement and CONSULTANT's Statement of Work or any attachment thereto and CONSULTANT's Support and Maintenance Agreement, the terms of this Master Renewal Agreement shallprevail. 2. COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services as set -out in EXFIIBIT A and EXHIBIT B, the fees as set -out respectively in subsections (a) and (b) below, in a aggregate base amount of $3,144,516, with a further aggregate contingency amount of $217,000, for a total combined not to exceed amount of $3,361,516. (a) Scope of Work (including) i. Statement of Work for enQuesta v6 Upgrade document - Upgrade Payment Milestones -Phase 1 (Table - 9.0, Table 9.1) ii. Attachment A - enQuesta v6 Project Costs Pricing Sheet iii. Statement of Work for enQuesta v6 Upgrade document - Upgrade Payment Milestones - Phase 2 (b) Support and Maintenance Agreement (Exhibit 1 - Annual Support And Maintenance Fees) 3. TERNNL The initial term for the provision of professional services as set forth in Section 1 of this Master Renewal Agreement shall be for a period of six (6) years commencing March 1, 2020 and ending December 31, 2025, with one (3) three-year term extension option, and one (1) one-year term extension option, the first commencing January 1, 2026 and ending December 31, 2028, and the second commencing January 1, 2029 and ending December 31, 2029, both exercisable in the sole discretion of the City, by a writing executed by the City Manager and the City Attorney, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. The initial term and the extension options shall collectively be referred to as the 'Term". 4. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Master Renewal Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable 3 25D-12 withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, CONSULTANT shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: (a) Commercial General Liability Insurance. CONSULTANT shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CONSULTANT'S operations in the performance of this Agreement. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. (b) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Due to the nature of CONSULTANT's business done in the City of Santa Ana such insurance shall include coverage for hired and non -owned automobiles only. (c) Worker's Compensation Insurance. In accordance with the California Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Master Renewal Agreement, CONSULTANT agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident, where applicable, and such limits can be undertaken via a self-insurance.. (d) If CONSULTANT is or employs a licensed professional such as an architect or engineer: Professional liability (technology errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. (e) The following requirements apply to the insurance to be provided by CONSULTANT pursuant to this section: CONSULTANT shall maintain all insurance required above in full force and effect for the entire period covered by this Master Renewal Agreement. ii. Standard form certificates of insurance shall be furnished to CITY upon execution of this Master Renewal Agreement and shall be approved by CITY. iii. Certificates shall state that the insurers of the policies shall endeavor to provide thirty (30) days prior written notice of cancellation of the policy to the CITY. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the 4 25D-13 certificates of insurance shall be incorporated by reference into the Master Renewal Agreement. V. CONSULTANT shall supply City with a fully executed additional insured endorsement. (i) If CONSULTANT fails or refuses to maintain the insurance required by this section or fails or refuses to furnish CITY with required proof that insurance has been procured and is in force pursuant to the provision of certificates of insurance as detailed in this Master Renewal Agreement then the CITY shall have the right at CITY's election, to forthwith terminate this Master Renewal Agreement. Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. 6. CONFIDENTIALITY If CONSULTANT receives from CITY information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, CONSULTANT agrees that it shall not use or disclose such information except in the performance of this Master Renewal Agreement and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also infomation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Master Renewal Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the CONSULTANT disclosed in a publicly available source; (c) is in rightful possession of the CONSULTANT without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the CONSULTANT without reference to information disclosed by CITY. 7. INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify CITY, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to CITY pursuant to this Master Renewal Agreement. 8. RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Master Renewal Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Master Renewal Agreement and any services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Master Renewal Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Master Renewal 5 25D-14 Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Master Renewal Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Master Renewal Agreement. 9. CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Master Renewal Agreement. (a) CONSULTANT's Obligations. CONSULTANT shall use commercially reasonable efforts to provide the professional services set out in the applicable Statement of Work (the "Services"). (b) CITY's Obligations. To enable CONSULTANT to perform the Services, CITY agrees to provide the following to CONSULTANT: i. Information relative to CITY's hardware and software required for CONSULTANT to provide its Services; ii. Access to and use of CITY's facilities, equipment, hardware and software required by CONSULTANT to perform the Services; iii. Personnel and assistance as is reasonably required to enable CONSULTANT to perform the Services; and iv. A representative with authority to approve the plans and deliverables described in the applicable Statement of Work if so required. (c) Ownership. CITY may retain a PDF copy of any reports or other deliverables provided by CONSULTANT to CITY as part of the Services ('Deliverables'); however, CONSULTANT is and shall remain the owner of all copyright, patents, trademarks, trade secrets and other intellectual property rights. 10. FEES (a) Fees. In consideration of providing the Services, CITY agrees to pay the fees set out in the applicable Statement of Work (the "Fees') to CONSULTANT. Fees are subject to increase based on CONSULTANT's then -prevailing policies, terms and fees related to pricing and hourly rates. (b) Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver invoices to CITY. Unless otherwise stated in the applicable Statement of Work, each invoice delivered to CITY by CONSULTANT shall be due and payable upon receipt thereof by CITY. (c) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it provides CONSULTANT with a tax exemption certificate acceptable to the applicable 1.9 25D-15 taxing authorities. 11. WARRANTY AND IXMTATION OF LIABILITY CONSULTANT warrants that the Services will be performed in aprofessional and diligent manner by personnel who are competent in performing their individual tasks. To the greatest extent permitted by applicable law, consultant its affiliates, and each of their respective directors, officers, employees and shareholders' entire liability and customer's exclusive remedy with respect to the services and any other products, materials supplied by consultant in connection with this agreement for damages for any cause and regardless of the cause of action, whether in contract or in tort, including fundamental breach, negligence, strict liability or otherwise, shall not exceed in the aggregate an amount that is equal to one million dollars or the total fees paid to consultant under this master renewal agreement, whichever is higher. In respect of any liability that arises under the terms of the support and maintenance agreement the limitation of liability provisions of the support and maintenance agreement shall apply to such liability and not this section 11. In no event shall either consultant and customer, their respective affiliates and each of their respective directors, officers, elected officials, employees and shareholders, be liable for any consequential, incidental, indirect, exemplary, punitive, or special damages whatsoever, including but not limited to for lost revenue or loss of profits, loss of business, loss of data, failure to realize expected savings, or cost of substitute goods or services arising out of or in connection with this agreement even if it has been advised of the likelihood of the occurrence of such loss or damage or such loss or damage is foreseeable and notwithstanding any failure of essential purpose of any limited remedy. In no event does this limitation of liability clause apply to consultant's obligations under section 7 of this master renewal agreement. 12. TERMINATION (a) Termination. This Master Renewal Agreement maybe terminated as follows: i. In addition to any other rights and remedies available to it, either party may immediately terminate this Master Renewal Agreement in the event of material breach by the other party of its obligations and that breach is not cured within thirty (30) days of receipt of written notice to that effect; ii. Either party may terminate this Master Renewal Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, 7 25D-16 insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof, or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (b) Effect of Termination. In the event of termination of this Master Renewal Agreement CITY shall immediately pay all outstanding Fees and other amounts owing to CONSULTANT for work completed or services already rendered under this Master Renewal Agreement. 1► II ► Y: I►1 I:u: Y 1► (a) Defmition. Each party acknowledges that it may receive Confidential Information from the other party or othelwise in connection with this Master Renewal Agreement. 'Confidential Information" means all information or materialthat the disclosing party treats as confidential and any information relating to third parties that the disclosing party has an obligation to treat as confidential, which is disclosed by or obtained by a party in connection with this Master Renewal Agreement, whether such information is inoral, written, graphic or electronic form, which is: (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, or (B) known by the PARTIES to be considered confidential or proprietary, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include infomlation to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is tightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction. (b) Confidentiality Obligations. Each of the PARTIES agrees: to maintain the Confidential Information of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; ii. not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Master Renewal Agreement; iii. not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Master Renewal Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent 25D-17 iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of perfomlance under this Master Renewal Agreement and exercising its rights under this Master Renewal Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Master Renewal Agreement; and to take such actions as may be reasonably necessary to enforce its Master Renewal Agreements with its employees and agents, including commencing legal proceedings. 14. GENERAL (a) Mediation. The PARTIES agree to submit any claim, controversy or dispute arising out of or relating to this Master Renewal Agreement or the relationship created by this Master Renewal Agreement to non -binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the PARTIES. Such mediator shall be knowledgeable in software system Master Renewal Agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the PARTIES equally. Ifthe PARTIES are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written Amendment to Master Renewal Agreement. Nothing in this section shall inhibit a parry's right to seek injunctive relief at anytime. (b) Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Master Renewal Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the appropriate address set out below: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702-1988 Facsimile: (714) 647-6956 25D-18 Copies to: Willard Holt Treasury and Customer Services Manager City of Santa Ana 20 Civic Center Plaza (M 15) P.O. Box 1964 Santa Ana, CA 92702-1964 Facsimile: 714-647-53 04 Email: wholt@santa-ana.org To CONSULTANT: Systems & Software, Inc., 10 E Allen Street, Suite 201 Winooski, VT 05404 Attention: Cameron Mahbubian Executive Vice President Facsimile: (802) 865-1170 Email: legal@harriscomputer.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall Closure dates shall be excluded. 15. DISCRINIINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Master Renewal Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Master Renewal Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Master Renewal Agreement shall be determined and governed by the laws of the State of California. Both PARTIES further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Master Renewal Agreement. 10 25D-19 17. PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Master Renewal Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. CONSULTANT shall notify CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Master Renewal Agreement. 18. COORDINATION OF WORK OR SERVICES (a) No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to CONSULTANT, incorporating therein any material and administration of this Master Renewal Agreement for CITY and have authority to enter into Change Orders with CONSULTANT pursuant to this Master Renewal Agreement. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress ofthe performance ofthe consulting services set forth in this Master Renewal Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Master Renewal Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval ofthe Contract Officer. All notices regarding consulting services or requested changes in said Master Renewal Agreement shall adjustment in the contract and/or the time to perform this Master Renewal Agreement, which said adjustments are subject to the written approval of CONSULTANT. (b) Contract Officer CITY will appoint a Contract Officer who will be in charge of the contract maintenance. The CITY'S appointed Contract Officer shall be the City Manager, or designee of the City Manager. 19. ADDITIONAL WORK OR SERVICES (a) Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Master Renewal Agreement, without invalidating said Master Renewal Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously authorized contingent funds to cover expenses for work or services agreed to by the PARTIES but exceeding the amounts initially specified under the Compensation provisions of this Master Renewal Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first given by the Contract Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and/or the time to perform this Master Renewal Agreement, 11 25D-20 which said adjustments are subject to the written approval of the CONSULTANT. (c) Summary of Scheduled Contract Costs and Allocated Contingencies for Extra Work or Services The following represents Scheduled Contract Costs and Allocated Contingencies for extra work or services covering Phase I and Phase II of this Agreement, together with Out -Year Support and Maintenance Costs and Miscellaneous Allocated Contingencies. Below is the summary of Scheduled Contract Costs and Allocated Contingencies by fiscal year: Phase I FY 2019/20: (1) Upgrading existing enQuesta customer service information (CIS) system and ancillary utility billing software modules (enQuesta Link Mobile and CIS Module) from version 4.5 to version 6.0 and maintenance for each module - to be completed by 8/31/2020 (base amount $512,512.50, V year of software Support & Maintenance $27,250, Travel expense $28,000, plus $42,500 overall contingency). (2) Information Technology Agency professional programming integration services as required (base amount $25,000, plus $1,250 contingency). FY 2020/21: (1) Upgrading existing enQuesta customer service information (CIS) system and ancillary utility billing software modules (enQuesta Link Mobile and GIS Module) from version 4.5 to version 6.0 and Maintenance for each module - to be completed by 8/31/2020 (base amount $137,037.50, Travel expense $42,000, plus $9,000 contingency). Phase II FY 2020/21: (1) Upgrading existing enQuesta customer service information system Customer Portal (Web Connect) to Capricorn (to be completed by 6/30/2021) — (base amount $185,000, V year of maintenance $15,000, Travel expense $15,000, total $215,000). a. Contingency for additional CONSULTANT integration services and Travel expense - as required- for Capricorn Customer Portal - $37,000. (2) Licensing and Maintenance for modules installed FY 19/20 - $209,931 (plus $14,000 miscellaneous contingency, total $223,931). (3) Information Technology Agency professional programming integration services as required (base amount $25,000, plus $1,250 contingency). Out -Year Support and Maintenance Costs and Miscellaneous Allocated Contingencies: FY 2021/22: 1) On -going Licensing and Maintenance - $216,229 (plus $14,000 miscellaneous contingency, total $230,229). 12 25D-21 FY 2022/23: 1) On -going Licensing and Maintenance - $222,716 (plus $14,000 miscellaneous contingency, total $236,716). FY 2023/24: 1) On -going Licensing and Maintenance - $229,398 (plus $14,000 miscellaneous contingency, total $243,398). FY 2024/25: 1) On -going Licensing and Maintenance - $236,280 (plus $14,000 miscellaneous contingency, total $250,280). Optional Year Terms Option 1: FY 2025/26, FY 2026/27 and FY 2027/28 (3-year extension) - $752,226 (plus $42,000 miscellaneous contingency - $14,000 per individual fiscal year period, total $794,226). Option 2: FY 2028/29 (1-year extension) - $265,935 (plus $14,000 miscellaneous contingency, total $279,935). 20. ENTIRE AGREEMENT This Master Renewal Agreement, including any duly executed change order, shall constitute the entire agreement between the PARTIES hereto with respect to the matters covered herein. No other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of CONSULTANT by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the PARTIES hereto with respect to the subject matter hereof. CITY acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement may not be changed except by an amendment or change order signed by an authorized representative of each PARTY. No provisions in any purchase orders, invoices, or in any other documentation employed by or on behalf of either party in connection with this Master Renewal Agreement, regardless of the date of such documentation, shall affect the terms of this Master Renewal Agreement, even if such document is accepted by either or both PARTIES, with such provisions being deemed deleted. Provided, however that the applicable terms of the PARTIES' Original Agreement along with the applicable terms of the First, Second, and Third Amendments to said Original Agreement relating to CITY's licensing rights to operate enQuesta versions 3E and 4.5, including ongoing maintenance and support rights, shall remain in full force and effect until the PARTIES have completed the upgrade of the CITY's enQuesta application to version 6.0 and user acceptance has been verged to CONSULTANT by CITY at which time, only the licensing rights shall continue pursuant to the terms of the Original Agreement as amended and the enQuesta software definition shall incorporate all versions of the enQuesta software to which this Master Renewal Agreement applies. 13 25D-22 21. SEVERABILITY The invalidity or unenforceability of any provision or covenant contained in this Master Renewal Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Master Renewal Agreement shall remain in full force and effect. 22. WAIVER No waiver of any breach of any provision of this Master Renewal Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 23. FORCE MAJEURE No default, delay or failure to perform on the part of CONSULTANT shall be considered a breach of this Master Renewal Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. 24. MISCELLANEOUS PROVISIONS (a) Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Master Renewal Agreement. (c) The mutual execution of this Master Renewal Agreement by the PARTIES hereto shall supersede the PARTIES' Original Agreement and all amendments thereto, including any contract extension currently in effect, which by mutual consent of the parties shall be hereby cancelled effective March 1, 2020, and all support and maintenance fees paid by CITY thereon for calendar year 2020 shall be prorated to cover the months of January and February 2020 only, and all remaining support and maintenance fees paid by CITY for calendar year 2020 shall be credited by CITY to CONSULTANT as having been paid against support and maintenance obligations owing by the CITY to CONSULTANT under the terms of this Agreement in accordance with Section 2 of this Agreement ("COMPENSATION'), subsection (b) ("Support and Maintenance Agreement'). 14 25D-23 (d) This Master Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page) 15 25D-24 IN WITNESS WHEREOF, the PARTIES hereto have executed this Master Renewal Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Iolm F#ik Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT Systems & Software, Inc. Name: Cameron Mahbubian Title: Executive President Tax ID FEIN # 03-0238126 ,6 25D-25 EXHIBIT A Statement of Work for enQuesta v6 Upgrade (See Beginning Next Page) 25D-26 Systems & Software enQuesta 6 Systems & Software, Inc. Santa Ana Municipal Utility Services Statement of Work for enQuesta v6 Upgrade Document Version 1.5 January 27, 2020 Confidential Material Enclosed - This docurnent includes information that Systeaas & Software, Inc. (S&S) considers to be confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside Santa Ana Municipal Utility Services for purposes of this provision, shall include any consultants assisting SNA. 25D-27 Statement of Work for enQuesta v6 Upgrade Revision History Date 8/29/19 Version 1.0 Description Initial Draft ShannonMartin 8/31/19 1.1 Features updates ShannonMartin 9/9/19 1.2 Hardware Requirements update ShannonMartin 10/11/19 1.3 Capricorn Appendix Added ShannonMartin 12/12/19 1.4 Payment Milestone Update ShannonMartin 1/27/2020 1.5 Payment Milestone Update Shannon Martin Proprietary & Confidential January 27, 2020 Page 2 of 37 25D-28 Statement of Work for enQuesta v6 Upgrade Table of Contents L Project Objectives 5 enQuesta v6 5 Customer and Systems & Software 5 Project Overview 5 2. Purpose of SOW 6 Products and Services 6 Cost, Schedule, and Scope 6 Labor Rates 6 Change Control 6 3. enQuesta Modules and New Features 7 Optional New Features in Scope: 7 4. Attachments to the SOW Include: 7 5. Initiate & Analysis Phase 8 Phase Overview 8 Phase Deliverables & Key Milestones 8 Project Team Assembly / Staffing Requirements 9 Project Kick Off, New Features & Customer enQuesta Challenges / Pain Points Review 10 Development of Joint Project Management Plan 11 System Hardware and Software Installation 14 6. Build Phase 17 Phase Overview 17 Phase Deliverables & Key Milestones 17 Data Mapping & Cleansing 18 Execute Test Data Conversions 18 enQuesta Configuration 19 Customer -specific modifications & Interfaces 19 Cognos Report Conversion 19 7. Training & Testing Phase 20 Phase Overview 20 Phase Deliverables & Key Milestones 20 Core Team Training 21 enQuesta Analytics Training 22 Test Script Creation / Modification 22 Functional/Integration Testing 23 Train the Trainer 24 8. Activate 25 Activate Phase Overview 25 Activate Phase Deliverables & Key Milestones 25 Simulation 25 Proprietary & Confidential January 27, 2020 Page 3 of 37 25D-29 Statement of Work for enQuesta v6 Upgrade Go -live Conversion Go -Live 27 27 9. Upgrade Payment Milestones 30-31 10. Capricorn (Phase 2) Details of the Capricorn product and estimated costs: Utility Smart Meter Portal Module User Registry & Security Module 32 32 33-35 36 11. Signature Page 37 Proprietary & Confidential January 27, 2020 Page 4 of 37 25D-30 Statement of Work for enQuesta v6 Upgrade 1. ProjectObjectives enOuesta v6 1.1.1 Santa Ana Municipal Utility Services and Systems & Software, Inc. (S&S) have agreed to engage in the upgrade of the existing enQuesta Customer Information System (CIS) and ancillary modules. Under this arrangement, Customer will upgrade from their currently installed release of enQuesta v4.5 to enQuesta v6. Objectives of the upgrade are: ❑ Establish Santa Ana on the standard, most current version of enQuesta v6. ❑ Implement the new features that have been identified within this statement of work. ❑ Upgrade Santa Ana to the most recent version of Oracle 12c Database, Operating System and Middleware. ❑ Upgrade S&S' next generation reporting solution, the enQuesta Reporting Portal, to the currentversionutilizing Cognos Analytics. Customer and Systems & Software 1.12 Santa Ana, having it Ana, CA 92701, shall be having its principal office Project Overview s 1.13 The duration of this project is expected to be 6 months until Go -live plus 1 month of Post -Go - live (before transitioning to Support) although this is subject to change based on the mutually agreed upon project plan. 1.1.4 The Customer is estimated to have approximately 45,000 active accounts. Proprietary & Confidential January 27, 2020 Page 5 of 37 25D-31 Statement of Work for enQuesta v6 Upgrade 2. Purpose of SOW Products and Services 2.1.1 This Statement of Work (SOW) describes the products and services to be delivered by S&S as well as the responsibilities of both the Customer and S&S throughout the duration of the Project. Cost. Schedule_ and Scone 2.12 S&S and the Customer agree to cooperatively manage the cost, schedule, and scope of the project. Project scope is limited to the tasks and deliverables identified in this SOW. Items not specifically detailed in this SOW are to be considered out of scope. 2.13 All costs associated with third party hardware and/or software will be subject to the current rates of the third -party vendor at the time an order is placed. Maintenance for third party software shall commence at the time the order is placed. Labor Rates 2.1.4 If the need for additional services is required throughout the Project due to scope change, additional labor rates will apply. Labor rates for additional services will be billed at the current year hourly billable rate. Change Control 2.1.5 Both the Customer and S&S agree to reserve the right to enter negotiations covering items currently known to be outside of scope or not yet currently defined using the S&S Change Control Plan procedures. It is acknowledged that those negotiations would potentially lead to a Change Order to this project or a separately defined project. Change Orders will be evaluated for impact to cost, schedule, project risk(s), and resources. Proprietary & Confidential January 27, 2020 Page 6 of 37 25D-32 Statement of Work for enQuesta v6 Upgrade 3. enQuesta Modules and New Features New features available are listed in Attachment B — New Features Guide. Note that not all new features are created equal with respect to level of new functionality offered, impact to existing enQuesta business practices, license cost, ongoing maintenance cost and level of effort required to implement for analysis, configuration, training and testing. New features that require a significant level of implementation effort and/or license and maintenance are called out as "Optional' and need to be listed below to be included in the Upgrade Project scope. Optional features not included below are considered out of scope. All Standard features are included automatically in the scope of this Upgrade project. Optional New Features in Scone: 3.1.1 Per the attached New Features Documentation. Items listed as additional services or license will be considered a change order is SNA chooses to implement as a part of this upgrade 3.12 GIS integration — Standard S&S 2-way interface provided. 3.13 Bill Print Conversion — current SNA templates will be moved to Document designer from XML to PDF. No new bill prints are in scope in this upgrade. 3.1.4 enQuesta Link mobile - SOW provided in Attachment — C. 3.1.4.1 This pricing is for 15 users. 3.1.5 WebConnect to v6 is in scope for this upgrade. (Capricorn budget figures have been provided for future consideration.) 4. Attachments to the SOW Include: • Attachment A - Detailed Pricing • Attachment B - New Features Listing • Attachment C - enQuesta Link SOW • Attachment D — Capricorn for enQuesta SOW Proprietary & Confidential January 27, 2020 Page 7 of 37 25D-33 Statement of Work for enQuesta v6 Upgrade 5. Initiate & Analysis Phase Phase Overview • Establish project goals and procedures • Put Project Infrastructure in place • Plan for testing and configuration of New Features and process changes -Project team assembly -Project Management Plan created -project kick off -New features and Customer enQuesta challenges & pain points review • System hardware & software installation -Develop testing plan • Complete user training matrix and conduct training requirements analysis Phase Deliverables & Key Milestones e e vera' e S&S Customer S&S Customer ect Team Assembly IlKkk Action X X X X pletion of Onsite Action off Meeting X i X New Features Review Action X X Customer enQuesta Action Challenges & Pain X X X Points Review Proprietary & Confidential January 27, 2020 Page 8 of 37 25D-34 Statement of Work for enQuesta v6 Upgrade New Features & Doc j enQuesta Process X I X Change Document(s) j Project Management Doc Plan X X i i Delivery of enQuesta v6 Action Environment X X i Develop Testing Plan Doc j X iX i Complete User Training Doc Matrix X X X X j Proiect Team Assembly / Staffing Reauirements 5.1.1 Project Manager 5.1.1.1 Both the Customer and S&S will assign Project Manager(s) (PM) for the duration of this project, including the 30-day post Go -Live period, as defined in this SOW. Each Project Manager shall have decision making authority and be the central point -of -contact within their respective organization. 5.1.12 S&S Project Management activities will be carried out both onsite and remotely. 5.1.13 Project Management is comprised of the following responsibilities and associated activities: Scope Management, Change Management, Resource Management, Communication Management, Issue Management, and Relationship Management. 5.12 Executive Sponsor 5.12.1 S&S will assign an Executive Sponsor for the duration of this project. The Customer must also assign an Executive Sponsor. This ensures the needs of all parties are being met. Executive Sponsors shall interact and/or meet on a mutually agreed upon basis and may engage on any type of issue. 5.13 Project Team 5.13.1 Both S&S and the Customer will be responsible for assigning a Project Team of qualified resources to cover all aspects of the project, including but not limited to Project Proprietary & Confidential January 27, 2020 Page 9 of 37 25D-35 Statement of Work for enQuesta v6 Upgrade Management, Subject Matter Experts (SMEs), and Technical Experts. Qualified Resources are those individuals that have expert knowledge of today's environment and are able to think outside the box. 5.132 Proposed areas of expertise include: ❑ Project Management ❑ IT (Hardware, Network, Peripheral Devises) ❑ Conversion ❑ Training ❑ Business Processes / Functional SMEs ❑ Interfaces ❑ Testing ❑ Reporting 5.133 All project team members are expected to be empowered to make decisions. 5.1.4 ProjectRoom 5.1.4.1 It will be necessary for the Customer to establish a Project Room for use throughout this project. The Project Room must accommodate the S&S Project Team while onsite to conduct non -training activities, such as Business Process Analysis, Testing, etc. 5.1.42 The Project Room must have, power sources, network access, internet access, a telephone, and a networked printer. The S&S Team must have access to the enQuesta server while on -site. Proiect Kick Off, New Features & Customer enQuesta Challenges / Pain Points Review 5.1.5 The project kicks off will take place following the upgrade contract signing. The S&S team will be onsite to review the following items with the Customer: ❑ Review initial project plan schedule ❑ Project Plan — define key tasks, deliverables, interfaces, and testing expectations ❑ Define project structure and lines of communication ❑ Demonstrate and review what functionality has changed from currentv4.5.1 to v6. ❑ Review existing customer challenges and pain points with current enQuesta processes to identify additional configuration (changes) that should be done as part of the upgrade. Note this is not a full BPR or BPA assessment in each of the functional areas. S&S will review the enQuesta processes identified by the Customer in advance of this discussion. S&S will provide documentation to the Customer after this and the New Feature review session on the new processes and configuration that will be implemented. ❑ Documentation request for current list of users, training needs, and security groups Proprietary & Confidential January 27, 2020 Page 10 of 37 25D-36 Statement of Work for enQuesta v6 Upgrade Develonment of Joint Proiect Management Plan 5.1.6 The Project Management Plan describes how the project will be managed and is necessary in defining, preparing, integrating and coordinating all subsidiary plans and processes as part of S&S's Implementation Methodology. The Project Management Plan will be reviewed and finalized during the Kick Off. 5.1.7 The Project Management Plan integrates all tasks S&S requires in order to manage the project and will be the primary source for information for how the project activities will be planned, executed, monitored and controlled, and closed. The Customer might require additional tasks, such as The Customer communications or internal process review, but these tasks will not be reflected or tracked in the Upgrade Project Plan. Following is a list of responsibilities included with the management of the Project Management Plan. 5.1.8 Scope Management 5.1.8.1 Scope management is the act of managing the project, its associated deliverables, activities as defined in this SOW, and all contract documents. Proper scope management ensures that the project plan is executed according to the timeframes and budget defined for this project. Any scope not defined in this SOW will follow Change Control Plan procedures. Attached to this SOW is a Sample Project Schedule, Attachment C. 5.1.82 The S&S PM will update the project schedule on a monthly basis and submit it to the Customer PM(s) for review and approval. Regular Project Team meetings will be held weekly via conference call. 5.1.83 The S&S PM is responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 5.1.8.4 The Customer PM's are responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 5.1.9 Time Management 5.1.9.1 Time Management is the process of estimating, scheduling and tracking project activities. The overall project schedule will be managed by the S&S Project Manager to ensure that the project is delivered in a timely manner. All the critical path items will be managed closely by the S&S PM and The Customer PMs in their respective areas of responsibility. 5.1.10 Resource Management Proprietary & Confidential January 27, 2020 Page 11 of 37 25D-37 Statement of Work for enQuesta v6 Upgrade 5.1.10.1 Resource Management is the responsibility of both the S&S PM and the Customer PM's. Each PM is responsible for the oversight and management of the project team members from their respective organizations which may include employees, contracted consultants and vendors. 5.1.102 The S&S PM will manage S&S resources; the Customer PM's will manage The Customer resources, and third party vendors. 5.1.103 At no time shall S&S become involved with the oversight or scheduling of The Customer resources or the Customer's third party vendors. 5.1.10.4 It is the responsibility of each PM to ensure proper resources are available as scheduled in the project plan. This includes, but is not limited to, attendance in training sessions, team meetings, and conference calls, as well as participation in analysis, testing, and all otherproject activities. 5.1.10.5 Changes to the project timeline or the project plan that are due solely to the Customer and/or the Customer's third party vendors may result in a change of scope and be subject to Change Control Plan procedures. 5.1.11 Change Control Management 5.1.11.1 Change Management is the process whereby out of scope requests or requirements are documented, analyzed, assessed for impact on the project and submitted for approval on mutually agreed upon Change Management Control. 5.1.112 The Customer Project Managers will initiate an S&S Change Request Form which commences the Change Management process. The initial Change Request will be delivered to the S&S PM for consideration of the following: any possible resolution plans, resource requirements, impact to schedule, proposed timeline, and cost. 5.1.113 For all approved changes, the S&S PM will update the project schedule with the additional scope of work including project tasks, durations, and assigned resources. These tasks will then be managed as part of the overall project. 5.1.11.4 S&S may suggest that some Change Requests be managed outside the scope of the original implementation. This project decision will require the mutual agreement of the parties. 5.1.11.5 For those Change Requests that have financial ramifications, Payment Milestones will be reviewed, and suggested modifications proposed by the S&S PM. Such proposed Payment Milestone changes shall be subject to the approval of the Customer. Proprietary & Confidential January 27, 2020 Page 12 of 37 25D-38 Statement of Work for enQuesta v6 Upgrade 5.1.12 Test Plan 5.1.12.1 S&S will deliver a test plan document that will outline the goals of the following three test phases: Functional/Integration Testing, User Acceptance Testing (UAT, executed after the Mock Go -live Conversion) and Go -live Testing. Dates will be scheduled for each of the three test phases in the Project Plan. The Customer is responsible for creating day-by-day and week -by -week detailed testing schedules for The Customer resources (to determine which test scripts will be executed) for each of the three test phases. 5.1.122 S&S will load standard enQuesta test scripts into a The Customer specific area in the SpiraTest online testing tool. The Customer is responsible for customizing these test scripts and adding any additional ones required (e.g., The Customer specific interface test scripts). Training will be provided on how to use the SpiraTest tool to manage test script editing/creation. 5.1.123 Once the new enQuesta system is launched and the Customer's end users are trained on the new features during Core Team training, the Customer will begin the Functional/Integration test phase. 5.1.12.4 UAT is a formalized 1-2 weeks of testing (to occur immediately after the Mock Go - live conversion) in which the S&S implementation team will be onsite assisting the Customer with "day in the life" testing, or executing daily jobs, run sheets, updates and interfaces in enQuesta. The S&S PM will provide a sample test plan and will jointly customize it with the Customer PM to list all of the major business processes typically run in a 1-2-week period. The Mock Go -live conversion and UAT together are referred to as Simulation. 5.1.12.5 The final testing event will occur the day before Go -Live. After S&S brings up the new enQuesta system and completes initial smoke testing, the Customer will be responsible for final testing before providing the final approval to launch. The S&S implementation team will be onsite to assist in testing. 5.1.13 Relationship Management 5.1.13.1 Relationship Management is the responsibility of the Project Managers. The S&S PM will serve as the central point of contact for all The Customer project -related needs. The Customer PM's will serve as the central point of contact for all S&S project -related needs. The S&S and The Customer PM's are responsible for managing the project to the deliverables specified in this SOW and contract documents. Implementation issues are the responsibility of the S&S Project Manager and supported by the S&S Implementation Team until the end of the 30-day Post Go -Live Implementation Support Period when the support services are transitioned to the Support Desk. Proprietary & Confidential January 27, 2020 Page 13 of 37 25D-39 Statement of Work for enQuesta v6 Upgrade System Hardware and Software Installation 5.1.14 Hardware and Third -Party Software Requirements 5.1.14.1 The following sections list the hardware, network and software requirements for the enQuesta solution. The server and environment specifications are defined at contract signing so that establishing the project infrastructure can start as soon as the contract is signed. The Customer is required to ensure the hardware is in place, setup and ready for S&S Base Solution installation (i.e., enQuesta) at the time of project kickoff. While S&S will make every effort to work around hardware not being available at project kickoff, delays in hardware could result in schedule delays and change orders. 5.1.142 If the Customer purchases hardware independently, the order and delivery schedule must fit within the critical path identified in the project schedule. 5.1.143 Hardware Requirements: 5.1.143.1 Hardware Specs to be provided by S&S for on Premise environments. Proprietary & Confidential January 27, 2020 Page 14 of 37 25D-40 Statement of Work for enQuesta v6 Upgrade 5.1.14.4 Client PC Requirements: MINIMUM WORKSTATION REQUIREMENTS (Desktop or Laptop) .' IE 11 Compatibility View settings turned on. Please note that S&S does not offer support related to Windows and other PC desktop system support, communications, or infrastructure support. 5.1.14.5 Third Parry Software 5.1.14.5.1 With the initial configuration of the hardware, all core vendor operational software must be installed and configured. Once the installation and configuration has been completed, the functionality of this software will be tested. 5.1.15 The Customer Responsibilities 5.1.15.1 The Customer will be responsible for the server footprint (hardware enclosures, power, etc.) and will provide the necessary space within their data center to accommodate the hardware configuration. 5.1.152 The Customer will provide a stable hardware and network environment and a minimum of one (1) System Administrator to support and maintain the network related hardware and software. All production network connections must be hard wired; wireless connections are not suitable for enQuesta production operation. Proprietary & Confidential January 27, 2020 Page 15 of 37 25D-41 Statement of Work for enQuesta v6 Upgrade 5.1.153 The Customer will meet theminimumsystem requirements asdefined inthisSOW. 5.1.15.4 The Customer will follow mutually agreed upon back-up procedures. Back-ups will include the entire server including program files, database and system files as S&S recommends and instructs. 5.1.15.5 The Customer will provide an uninterruptible power supply (UPS) capable of supporting the application and database servers and hardware for a period of time long enough to support normal shut down, running on battery backup power. 5.1.15.6 The Customer will provide connectivity to the enQuesta server (or servers if the Customer either a) has or will have both a Production and Train server or b) has or will have both a Production Application and Production Database server). 5.1.15.7 The S&S preferred network connection would be at least 1.5Mbps with all servers put into a DMZ. Given the number and diversity of Customer s requiring support from S&S, each with varying networking infrastructures, support of software -based VPN clients is not a viable option for this project. If the Customer does not currently have one of these hardware solutions in place, they will assist S&S' Network & Security Personnel with the implementation and testing of one. Proprietary & Confidential January 27, 2020 Page 16 of 37 25D-42 Statement of Work for enQuesta v6 Upgrade 6. Build Phase Phase Overview • Install S&S Base Solution (enQuesta) on Customer servers • Performa data mapping and cleansing activities • Execute test conversions • Configure new features and process changes • Update interface and Customer -specific modifications to be v6 compliant • Existing Cognos reports converted for new version (enQuesta Analytics) -enQuesta installed on Customer servers and environments (e.g., prod, test, train) Hold data mapping sessions to map existing data to some new features (e.g., device normalization, notifications), cleanse data as needed -Execute test conversions • Configure enQuesta production and test systems for new features and process changes identified during initiate and analysis phase -Update interfaces, Customer -specific modifications and Cognos reports to be v6 compliant Phase Deliverables & Key Milestones S&S Customer S&S Customer enQuesta installed on Action Customer servers and X X environments Data mapping sessions Action X X Data cleansing Action X X Proprietary & Confidential January 27, 2020 Page 17 of 37 25D-43 Statement of Work for enQuesta v6 Upgrade Execute test Action j conversions X I X i Configure enQuesta Action production and test X X systems i Update existing Action j interfaces and Customer X X -specific modifications for v6 Convert existing Cognos Action reports for v6 X X i enQuesta Database and Software Installation 6.1.1 Once the Customer hardware and network configuration is in place, S&S will install and unit test enQuesta on each of the Customer environments (e.g., prod, test, train). Data Manning & Cleansing 6.12 S&S will hold data mapping sessions (either at kick off, or in subsequent conference calls) with the Customer to determine how to best convert existing enQuesta data into certain new features that require a data structure change (e.g., device normalization for pre-v4.5 Customer s, cotenant, phone and email new data structures). S&S will document the data mapping/conversion plan, and then also give the Customer spread sheets for either data cleansing purposes or decisions that need to be made for data mapping/conversion. 6.13 The Customer is responsible for any data cleansing activities that result from the data mapping sessions. Execute Test Data Conversions 6.1.4 S&S will take full responsibility for data conversion with exception of the following Customer activities: ❑ Providing clean data. ❑ Working with S&S to ensure reliable access to data sources and required Customer resources as needed. ❑ The Customer will run and provide S&S copies of the billing, trial balance and deposit reports prior to each conversion. 6.1.5 Data to be converted 6.1.5.1 All data as currently exists in the enQuesta system. Proprietary & Confidential January 27, 2020 Page 18 of 37 25D-44 Statement of Work for enQuesta v6 Upgrade 6.1.52 Any data archiving is out of scope. Additional analysis/services would be required if archiving is desired. 6.1.6 One or two test conversions will be executed as per the Project Plan and timelines that need to be met to execute Go -live on the desired date. Test conversion(s) will be used for the first test phase: Functional/Integration testing. 6.1.7 S&S will provide a balancing report and conduct a bill parallel with each test conversion- enQuesta Configuration 6.1.8 S&S will configure the enQuesta production and test systems according to the decisions documented in the New Features and enQuesta process changes document from the initiate and analysis phase. All configuration will be unit tested. Customer -specific modifications & Interfaces 6.1.9 S&S will port forward to v6 all Customer interfaces that currently exist in the current production enQuesta environment. 6.1.10 All existing Customer -specific modifications will be ported forward to v6 as part of the upgrade. 6.1.11 S&S will unit test all ported forward interfaces and Customer -specific modifications. 6.1.12 Customer Responsibilities 6.1.12.1 Interface work required of third parties, as well as management of the schedule for third party work on interfaces is the responsibility of the Customer. Cognos Report Conversion 6.1.13 The Customer will research the reports in their current Cognos library and identify only the ones that need to be ported forward, so that time is not unnecessarily expended on reports which are no longer required. S&S will convert up to 50 reports as part of the standard Upgrade Project scope. Additional reports can be converted as needed using a baseline level of effort of 10 minutes per report, which would be subject to a change order. Proprietary & Confidential January 27, 2020 Page 19 of 37 25D-45 Statement of Work for enQuesta v6 Upgrade 7. Training & Testing Phase Phase Overview Test & Train • Complete Core Team training for New Features • Test script customization / creation • Execute Functional/Integration Testing • Complete Train the trainer for New Features • S&S will train the Customer Core Team on the enQuesta v6 new features. • S&S will train Customer Cognos / ad -hoe report team members on enQuesta Analytics (term for Congos v6) new features. • The Customer will customize or add/create test scripts using the standard S&S v6 test scripts as a basis- -The Customer will execute test phase 1: Functional/Integration testing. -The S&S will train the Customers trainers on the enQuesta v6 new features. Phase Deliverables & Key Milestones Phase De Key Milestones S&S Customer S&S Customer Core Team Training Action X IX i i enQuesta Analytics Action Training X X i Test Script Creation / Action Modification X X i Functional/Integration Action Test Execution X X i Propriety & Confidential January 27, 2020 Page 20 of 37 25D-46 Statement of Work for enQuesta v6 Upgrade Train the Trainer Action Training g g Core Team Training 7.1.1 Customer Responsibilities 7.1.1.1 The Customer's Project Team will coordinate user enrollment for each class and rescheduling requirements as necessary. The Customer PM is responsible for communicating the number of participants enrolled in each class to S&S. 7.1.12 The Customer is responsible for ensuring appropriate time is made available for users to participate in every training course they are enrolled in, according to the finalized User/Training Matrix. If users are not provided with such time, it is the Customer's responsibility to provide training later. S&S will provide a class schedule, however, it is the Customer's responsibility to notify and get participants to the class. 7.1.13 It is the Customer's responsibility to ensure that users attend classes in a punctual manner. The Customer is responsible for training all users who require additional training due to late arrivals or absence. 7.1.1.4 The Customer is responsible for training all casual users that are not listed in the user matrix. 7.12 Training Facility Requirements 7.12.1 The Customer is responsible for providing training facilities capable of accommodating the number of users to be trained identified in the Training Plan. The training facilities will accommodate 12 users per classroom, with an individual workstation for each user. Each workstation must meet the minimum PC requirements. 7.122 Classroom setup must include: ❑ Projector with interface to a computer ❑ Projection screen ❑ Telephone and connection needed for technical support ❑ White board ❑ Dry erase markers ❑ Pencils Propriety & Confidential January 27, 2020 Page 21 of 37 25D-47 Statement of Work for enQuesta v6 Upgrade ❑ Note paper ❑ High speed internet access 7.13 S&S Responsibilities 7.13.1 S&S may adjust the course offerings and durations at any time. 7.132 S&S will work with the Customer to identify the appropriate courses for each participant through a joint training requirements analysis meeting. 7.133 S&S' Technical Trainer will supply a PC for their use during training activities. 7.13.4 S&S is responsible for providing the Core Team training to all participants identified in the user training matrix. The purpose of enQuesta Core Team Training is to train the core project team on the new features and functionality of enQuesta v6. The Core Team comprises subject matter experts who manage the major functions of enQuesta, such as Billing, Credit & Collections, Security & Administration, Metering, and Customer Service. The lessons will include hands-on courses that instruct Core Team users on how to execute existing business processes on enQuesta v6. Core Team training does not include introductory or basic training to users unfamiliar with the processes of enQuesta. 7.13.5 S&S Core Team training typically lasts for 2-4 days, depending on the size and availability of the Core Team and the number of new features selected for implementation. 7.13.6 S&S will also deliver training on how to use the SpiraTest Web -based testing tool so that the Customer is able to customize and create test scripts, execute the scripts using the tool and manage the defect submission and re -testing process. This can either happen during the week of Core Team training or separately via a remote conference call. enOuesta Analvtics Training 7.1.4 S&S will provide 1-2 days of remote training on the new version of Cognos, now referred to as enQuesta analytics. Test Script Creation / Modification 7.1.5 The Customer is responsible for creating and modifying the test scripts in the SpiraTest Web - based testing tool that will be used for all testing phases in the Upgrade Project. 7.1.6 SpiraTest 7.1.6.1 SpiraTest will be utilized as a Web -based quality assurance and test management Propriety & Confidential January 27, 2020 Page 22 of 37 25D-48 Statement of Work for enQuesta v6 Upgrade solution throughout all phases of testing. SpiraTest will be initially configured by S&S and standard test scripts will be preloaded. Delivery of this platform will occur prior to the SpiraTest Training and Functional Test Workshop. 7.1.62 Test script management ❑ Test scripts will be stored in a hierarchical folder structure making navigation easy and intuitive. Each individual test script will consist of a set of steps thatrepresent individual actions the user must perform to complete the test. ❑ The Customer will add or modify test scripts in this folder structure. 7.1.63 Defect Tracking ❑ Incidents can be categorized into bugs, enhancements, training items, configuration issues, conversion issues, and limitations (out of scope). Each type has its own specific workflow and business rules. Incidents can be traced back to the test case and underlying functional requirement allowing for easy reporting on the "in -process" quality of enQuesta during each testing phase. 7.1.6.4 Test Execution & Release Management ❑ SpiraTest has the ability to group together various test cases using a test execution wizard. At each step the user will mark pass/fail and has the ability to record a bug/defect. In addition, each test run and any incidents that are created will be associated with the current release of enQuesta. ❑ Failed test scripts can be re -tested once a fix is delivered to the test enviromnent. 7.1.6.5 Reporting ❑ A customized reporting dashboard will be available to team leaders and will include the ability to create fully customized queries and reports. Reports can include things such as the number of test runs completed, failed vs. passed vs. not yet run, etc. 7.1.6.6 Assumptions ❑ The Upgrade SpiraTest instances (Sandbox and PROD) will be deleted one year after Go-Live- Functional/Integration Testing 7.1.7 Functional and Integration Testing will occur at the same time using the standard and newly create test scripts in SpiraTest. 7.1.7.1 Functional testing entails testing individual enQuesta workflows, Customer - specific modifications and interfaces on their own to ensure accurate functionality and results. Functional testing focuses on ensuring that each process functions on its own, independent of the dependencies and the context of other processes that may be run before, after or concurrently. 7.1.72 Integmtion testing is more focused on running enQuesta processes in the context and sequencing of the Customer's daily, weekly, monthly, etc., work schedule. Propriety & Confidential January 27, 2020 Page 23 of 37 25D-49 Statement of Work for enQuesta v6 Upgrade 7.1.73 The SpiraTest test scripts will contain scripts for both Functional and Integration testing for the Customer to execute in the same, single test phase. 7.1.8 Customer Responsibilities 7.1.8.1 The Customer is responsible for creating a detailed Functional/Integration test schedule to take place in the time allotted for Functional/Integration testing in the Project Plan. This schedule should include a day-by-day or week -by -week schedule that matches resources with the test scripts that they will execute on a day-by-day or week -by -week basis. 7.1.82 The Customer is responsible for all Functional and Integration testing using their test scripts and list of processes to test as a guide. 7.1.83 The Customer will report issues in a timely manner and in writing to S&S. 7.1.9 S&S Responsibilities 7.1.9.1 S&S will conduct limited functional testing based on business critical enQuesta processes to ensure sufficient functionality before the Customer executes functional testing. 7.1.92 As testing issues are identified in SpiraTest, S&S will report issues internally in a timely manner to begin the fix process. S&S will log and track all testing issues and deploy fixes on a regular and/or as needed basis. 7.1.93 S&S will hold weekly testing status calls to assess progress and address any issues inhibiting testing progress. 7.1.10 Testing Progress Inhibitors 7.1.10.1 Not completing testing in the timeframes allotted in the Project Plan can be one of the primary reasons for project (Go -live) delays in an upgrade project. If testing in any of the testing phases exceeds the time allotted in the Project Plan, and it is not a result of enQuesta v6 issues or bugs or other S&S caused factors, S&S will make every effort to accommodate the delay to not affect the Go -live date. If Customer caused testing delays do result in project or Go -live date delays, note that this can result in change orders to account for the additional effort for supporting the upgrade project beyond the timeframes allotted. Train the Trainer 7.1.11 S&S is responsible for providing train the trainer training to Customer training resources so that they can provide end user training to the Customer's users. 7.1.12 The Customer is responsible for providing a Project Team member to support each end user training class. This team member should have knowledge of the Customer's business processes in enQuesta. Propriety & Confidential January 27, 2020 Page 24 of 37 25D-50 Statement of Work for enQuesta v6 Upgrade 8. Activate Activate Phase Overview • Successful practice Go -live (Simulation) • Live operation achieved (Go -live) • Post Go -live support provide before transition to Support • Simulation Plan created (includes Mock Go -live conversion and User Acceptance Testing - UAT) • Simulation executed • Go -live plan created • Go -Live conversion Executed • Go -Live -Post Go -Live Support • Transition to Support Activate Phase Deliverables & Key Milestones S&S Customer S&S Customer Simulation Plan Excel X X X X Mock Go -live Action X X Conversion UAT Action X X X Go -live Plan Excel X X X X Go -Live Action X X X X PostGo-live Action X X Support Transition to Action Support X X X X Simulation 8.1.1 After the successful completion of the first testing phase, the Customer will initiate a Simulation Propriety & Confidential January 27, 2020 Page 25 of 37 25D-51 Statement of Work for enQuesta v6 Upgrade to take place several weeks prior to the actual Go -Live weekend. This simulation will provide a `dry -ran' of the Go -Live activities and include a Mock Go -live conversion and UAT executed immediately after for 1-2 weeks. The Customer is responsible for testing all business critical enQuesta processes, including modifications and interfaces, during UAT. S&S will aid in the Project Management, providing onsite support for the Simulation and responding to and resolving issues. 8.12 The Simulation will be a practice for Go -Live, and as such will begin with a conversion taking place the week prior with enQuesta workflow processes and balancing to commence the following Monday. Goals of Simulation include: ❑ Executing and balancing a successful conversion ❑ Customer input of open work orders, cash and any items that have been identified as post conversion activities that need to be completed before actual Go -Live could occur. ❑ Timing of above activities to ensure they can be executed before day one of Go - Live. The results of these timings will be used to update and finalize the Go -Live plan. ❑ Doing a bill parallel on at least one billing run/set of cycles ❑ Executing all the Customer's daily and weekly workflows (e.g., entering cash, credit and collections, work orders, new site creation, etc.) ❑ Reconciliation activities - Balancing Cash, AR and Deposits ❑ Executing all relevant interfaces ❑ End user practice of daily work 8.13 Customer Responsibilities 8.13.1 Customer will assist with and sign -off on a Simulation Plan. 8.132 Customer will make available resources in conversion and business functional areas during the Simulation period (including weekends if necessary) to support Simulation activities. 8.133 Customer will execute daily business processes and workflows as per Simulation & Go -Live Plan. 8.1.4 S&S Responsibilities 8.1.4.1 S&S will create Simulation & Go -Live Plan with Customer assistance. 8.1.42 S&S will execute conversion activities over the Simulation period. 8.1.43 S&S will support Simulation activities onsite for one week for simulation. Propriety & Confidential January 27, 2020 Page 26 of 37 25D-52 Statement of Work for enQuesta v6 Upgrade Go -live Conversion 8.1.5 The primary differences between the Go -live conversion and previous ones performed are: 8.1.5.1 The Go -Live conversion will be executed over a weekend and timed in accordance with other Go -Live activities to ensure the conversion can be executed and balanced in a timely and accurate fashion to be ready for day one of Go -Live. 8.1.52 Go -Live conversions will be signed -off with a go or no-go decision to proceed with the subsequent Go -Live end user activities. 8.1.6 CustomerResponsibilities: 8.1.6.1 The Customer will provide resources and relevant reports for balancing items and will work with S&S resources to balance conversion potentially outside normal business hours. 8.1.62 The Customer will sign off on the Go -Live conversion acceptance plan before proceeding with the subsequent Go -Live end user activities. 8.1.7 S&S Responsibilities 8.1.7.1 S&S will execute and balance the conversion during the Go -Live weekend potentially outside normal business hours. S&S will provide the Customer with a Go -Live conversion acceptance plan for sign off purposes. These will need to be signed off by the Customer before proceeding with the subsequent Go -Live end user activities - Go -Live 8.1.8 Definition 8.1.8.1 "Go -Live" indicates the date on which the enQuesta v6 CIS Solution is operating in a production environment at the Customer's primary place of business. Business operations and daily processing are being performed by the enQuesta v6 CIS Solution, and it is the primary system of record for the Customer. The S&S PM will lead the Go -Live activities and is responsible for developing the Go -Live Plan which details the activities and sequence of events to take place leading up to the Go -Live. 8.1.9 Customer Responsibilities Propriety & Confidential January 27, 2020 Page 27 of 37 25D-53 Statement of Work for enQuesta v6 Upgrade 8.1.9.1 Facilities The Customer shall setup adequate facilities to be used as the central base of operations throughout the Go -Live period. The facility must have the basic infrastructure to adequately support the Go -Live activities including power sources, network access, internet access, phone, printer, and desk space to accommodate the Project Team. The S&S Project Team will use the facility as its core staging area for issue resolution and triage, as well as deploying Subject Matter Experts to the field for support. 8.1.92 Billing, AR and Deposit Balancing 8.1.92.1 It will be necessary for the Customer to provide the necessary billing reports to balance billing in the legacy system to enQuesta. 8.1.922 The Customer shall verify trial balances for accuracy and grant final authorization to proceed. This will conclude the Go -Live preparations. 8.1.93 First Week Post Go -Live 8.1.93.1 After execution of the Go -Live Plan and the official Go -Live, the Customer will assume primary responsibility of the CIS Solution and its day-to- day management and support. The Customer will be responsible for primary support of business processes and end users. 8.1.932 During the first week of Go -Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Customer Project Teams. Each individual shall report on the events of the day, any problem areas, and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor. 8.1.10 S&S Responsibilities 8.1.10.1 Onsite Team 8.1.10.1.1 The S&S Project Team, including the PM and Business Lead, will be onsite beginning the weekend before Go -Live -The primary responsibility of the Project Team at this point is to ensure a smooth beginning of the cutover activities. Additional members of the Project Team may be deployed throughout the weekend to conduct onsite testing, data validation, and the final billing parallel. Propriety & Confidential January 27, 2020 Page 28 of 37 25D-54 Statement of Work for enQuesta v6 Upgrade 8.1.10.12 Additional on -site support after the first week can be added with the on -site labor rates as a change order. 8.1.102 Billing Balancing 8.1.102.1 S&S will perform the final billing, AR and deposit parallel. 8.1.103 First Week Post Go -Live 8.1.103.1 The S&S Project Team will remain onsite during the first week of Go -Live to assist in any issue resolution, as well as to provide mentorship, guidance, and support. 8.1.1032 During the first week of Go -Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Customer Project Teams. Each individual shall report on the events of the day, any problem areas and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor. 8.1.1033 The S&S Business Lead will be responsible for tracking issues throughout the Go -Live week. These issues will be reviewed in the daily wrap- up meetings. 8.1.10.4 Post Go -Live 8.1.10.4.1 Upon conclusion of the Go -Live and the first week of production, S&S will provide a combination of remote and onsite support services. After the first week of on -site support, remote support will continue for the initial 30 days of production use. Regular status meetings between S&S and the Customer will be held to review outstanding issues. The Customer will have the option for a second week of on -site support after Go -Live. Propriety & Confidential January 27, 2020 Page 29 of 37 25D-55 Statement of Work for enQuesta v6 Upgrade 9.0 Phase 1 Upgrade Payment Milestones — Service Cost for enQuesta Upgrade & Link Mobile (and Support & Maintenance included in Phase 2) Upgrade Payment Milestones IVERABLE Amount Due Maintenance Milestone �. Contract Signing $ 82,222.50 $ 32,700.00 2/26/2020 License (Invoiced at Contract Signing) $ 101,400.00 2/26/2020 Completion of Onsite Kick off Meeting $ 54,815.00 3/23/2020 Completion of Initial Project Plan $ 54,815.00 3/30/2020 Delivery of enQuesta v6 Environment $ 54,815.00 4/15/2020 Delivery of 1" Conversion $ 54,815.00 4/15/2020 S&S Initial testing complete and testing is $ 54,815.00 5/31/2020 turned over to the Customer New Features Training Completion $ 54,815.00 6/15/2020 Simulation $ 54,815.00 7/31/2020 Go -Live $ 41,111.25 8/31/2020 Go -Live + 30 Days $ 41,111.25 10/1/2020 TotalServices 00 Total00 Travel (estimated 28trips $2,500/trip) $ 70,000.00 NOTES/Assumptions: • Annual Maintenance for enQuesta remains in effect as per the 2020 S&S Support Agreement. New Maintenance will be billed at signing at a prorated amount and added to the 2020 Support agreement for future billing. • Invoicing will occur upon completion of events as described above. • All amounts are due within 30 days of invoice. Travel will be billed as incurred at the end of each month. Travel budget is an estimated amount per trip. Travel will not be booked until mutually agreed upon by S&S and Santa Anas PMs. • Estimated Milestone dates are provided based on a 6-month project duration and signing date. If project delays come up the jointly agreed upon project plan will be shifted out accordingly • Phase one of this upgrade includes enQuesta v6 upgrade and enQuesta Link. Capricorn SOW and final pricing will be a phase two. • This quotation is valid for 45 days from contract issue date (January 27, 2020) Proprietary & Confidential January 27, 2020 Page 30 of 37 25D-56 Statement of Work for enQuesta v6 Upgrade ❑ City of Santa Ana has paid the current 2020 Support & Maintenance invoice in the amount of $156,116.88 per previous agreement, which excludes the new Support & Maintenance Agreement charges for Miscellaneous Third Party Licenses, enQuesta Link Mobile Module and the GIS Module. ❑ Contingency amounts in the tables below are applicable to one or more components of Phase 1, Phase II, and the on -going years of Support & Maintenance for enQuesta software upgrade and addition of the Capricorn Self -Serve Customer Portal. Phase I Base Amount Contingency Total enQuesta v6 Upgrade $649,550.00 $42,500.00 $692,050.00 1st Year of Support & $27,250.00 $27,250.00 Maintenance Travel (estimated 28 trips $70,000.00 $70,000.00 $2,500/trip) Information Technology Agency professional programming $50,000.00 $50,000.00 integration services as required Totals 1 $796,800.00 1 $42,500.00 1 $839,300.00 Phase 11 Base Amount Contingency 16 Total Capricorn Customer Self -Serve $100,000.00 $37,000.00 $137,000.00 Portal License $85,000.00 $85,000.00 Support & Maintenance $15,000.00 $15,000.00 Travel (estimated 6 trips $15,000.00 $15,000.00 $ 2,500/trip) Totals $215,000.00 $37,000.00 $252,000.00 Years 2 through r Maintenance 2021 On -going Support & Maintenance rBase Amount $209,931.39 Contingency $14,000.00 Totlan $223,931.39 2022 On -going Support & Maintenance $216,229.21 $14,000.00 $230,229.21 2023 On -going Support & Maintenance $222,716.21 $14,000.00 $236,716.21 2024 On -going Support & Maintenance $229,397.69 $14,000.00 $243,397.69 2025 On -going Support & Maintenance $236,279.62 $14,000.00 $250,279.62 2026 On -going Support & Maintenance, $243,368.01 $14,000.00 $257,368.01 2027 On -going Support & Maintenance $250,669.05 $14,000.00 $264,669.05 2028On-going Support & Maintenance $258,189.13 $14,000.00 $272,189.13 2029On-going Support & Maintenance $265,934.80 $14,000.00 $279,934.80 $2,132,715.11 $126,000.00 $2,258,715.11 Proprietary & Confidential January 27, 2020 Page 31 of 37 25D-57 Statement of Work for enQuesta v6 Upgrade 9.1 Phase 2 Capricorn — Self -Service Customer Portal Cost Estimates Details of the Capricorn product and estimated costs: The Capricorn Portal Statement of work will be developed and finalized once Santa Ana and Systems and Software complete a discovery. The portal implementation is planned to be post enQuesta version 6. S&S will implement the Capricorn Customer Portal for Utilities and Smart Forms for Utilities products. Included area high-level description of the product and features available. Cost for the portal are estimated at $185,000 but this number will be finalized with a statement of work between Systems and Software and the City of Santa Ana. Cost for the maintenance of Capricorn in the amount of $15,000 will be billed after installation of product at a prorated amount and added to the 2020 Support & Maintenance for future billing (estimated billing date is 10/O1/2020). Contingency of 20% ($37,000) is applicable to one or more components of Phase 2 of the Capricorn Self -Serve portal. ❑ Rich Dashboard interface with the following features and widgets: o Current Account title bar showing accounts linked to the user profile o Expanding linked accounts panel with configurable details including Account Nickname, Service Address, Current Balance, and more. o Account Details widget with past due alerts, nickname, credit rating, account owner, address, balances, discounts, pay plan, and more optional configurable details. o My Current Bill widget with current balance and due date, pre -authorized pay alerts, view current bill PDT, pay bill, payment extension requests, budget billing, current bill details by service. o My Alerts widget showing current active alerts based on customer settings and services including Bill/Usage Thresholds, High Usage / Leak Detection, Outages and other Proprietary & Confidential January 27, 2020 Page 32 of 37 25D-58 Statement of Work for enQuesta v6 Upgrade o My Smart Meter Activity widget with Last Bill, Current Bill and Predicted Bill statistics. o My Recent Usage widget with graphical indicator comparing current and previous bill usage. Less or More usage is highlighted with possible reasons for the difference between the two billing periods. o My Usage Summary widget with bill usage charting for the 6 recent months o My Recent Account Activity widget showing the 5 most recent transactions on the account. o Integrated CMS widgets for enhanced targeted customer messaging and content presentation based on account profiles. o Carousel media widgets. ❑ Interactive charting and usage inquiries. ❑ User Events/Important Date chart annotations and tracking. ❑ Usage Report Subscriptions — scheduled reports entailed on personalized schedules. ❑ Usage comparison to last year. Proprietary & Confidential January 27, 2020 Page 33 of 37 25D-59 Statement of Work for enQuesta v6 Upgrade ❑ Usage comparison to prior bills — with possible reasons for higher or lower usage. ❑ Local weather chart overlays - including temperature, humidity and precipitation. ❑ Bill History and E-Bill presentment with opt in/out of paperless bills. ❑ Online bill payment - supporting multiple payment approaches, integration points and vendors. ❑ Quick Pay feature —pay bills with no login required. ❑ Payment Extension requests based on CIS business rules. ❑ Service Request history and status inquiry ❑ Meter Reading submissions with access control by meter and optional photo uploads. ❑ Customer Self Service Smart Forms integration with Single Sign -On enhanced presentation. Utility Smart Meter Portal Module The Utility Smart Meter Portal offers a rich set of inquiries into residential and small commercial customer usage and demand data, including: ❑ Real-time AM1/AM1/MDM/0DS integration. ❑ Daily Smart Meter interactive charting and data downloads supporting Green Button format. ❑ Hourly Smart Meter interactive charting with Time -of -Use or Regular -Use pricing. ❑ User Events/Important Date chart annotations and tracking. ❑ Predicted Bill/Usage Dashboard Widget. ❑ Usage Threshold alerts. ❑ High Usage / Leak Detection alerts. ❑ Local weather chart overlays — temperature, humidity, precipitation. Additional New Features: ❑ Premium, Standard & Landlord access to the portal. ❑ Premium - access using login id and password to full account details ❑ Standard - access using account number with limited account features enabled ❑ Landlord —convenient account access using name and customer number ❑ Bill Details Summary by Service - dashboard widget ❑ Enhanced Budget Billing Support — ability to suggest a budget amount and show budget billing amounts. ❑ Enhanced Payment Extension Support— ability to suggest a minimum amount and promise to pay datewith email confirmation. Proprietary & Confidential January 27, 2020 Page 34 of 37 25D-60 Statement of Work for enQuesta v6 Upgrade ❑ Enhanced Notification Integration — supports enQuesta notification settings for communication preference and notification subscriptions where customers can update their enQuesta profile details. ❑ Enhanced Optional Personal Information Integration — supports enQuesta extended contact and additional information where customers can update their enQuesta profile details. User Registry & Security Module ❑ User registration and profile management. ❑ Single login for multiple account and meter holders. ❑ Ability to auto -link related accounts or allow customers to select accounts to link to their user profile. ❑ Access code and password expiry controls, notifications and recovery support. ❑ User classification and group profiling for enhanced role -based application security. ❑ Guest Access invitations, registration and management. ❑ Manage Notifications/Alerts ❑ Usage/Budget Thresholds ❑ High Usage / Leak Detection ❑ Current / Unplanned Outages ❑ Report Subscriptions ❑ Manage Consumption Report Subscriptions. ❑ CSR customer impersonation support and management. ❑ Site usage tracking and key statistics dashboard. ❑ Full user -click audit logs and user profile change logging. ❑ Fully responsive and adaptive web design with Mobile support. ❑ Portal themes for enhanced personalization. ❑ System Administration: ❑ Portal Management: ❑ Portal Statistics Dashboard ❑ Customer Messaging Center Management ❑ Site Navigation Management ❑ Site User & Access Control Management ❑ Online Payment Transaction reporting ❑ User Activity Reporting ❑ Content Management: Proprietary & Confidential January 27, 2020 Page 35 of 37 25D-61 Statement of Work for enQuesta v6 Upgrade ❑ Multi-lingual support. ❑ Accessibility Compliant. ❑ Mobile Application: Mobile app downloadable on iTunes and Google play store. ❑ OMS Module ❑ Customer Collection Notices viewable online Proprietary & Confidential January 27, 2020 Page 36 of 37 25D-62 Statement of Work for enQuesta v6 Upgrade Customer: By: A2ii Title: Willard V. Holt_ Treasury & Customer Services Manager Date: Systems and Software: By: Title: Cameron Mahbubian Executive Vice President Date: 213 IZoao Proprietary & Confidential January 27, 2020 Page 37 of 37 25D-63 EXHIBIT A Statement of Work for enQuesta v6 Upgrade (See Beginning Next Page) 25D-64 Systems & Software enQuesta 6 Systems & Software, Inc. Santa Ana Municipal Utility Services Statement of Work for enQuesta v6 Upgrade Document Version 1.5 January 27, 2020 Confidential Material Enclosed - This docurnent includes information that Systeaas & Software, Inc. (S&S) considers to be confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside Santa Ana Municipal Utility Services for purposes of this provision, shall include any consultants assisting SNA. 25D-65 Statement of Work for enQuesta v6 Upgrade Revision History Date 8/29/19 Version 1.0 Description Initial Draft ShannonMartin 8/31/19 1.1 Features updates ShannonMartin 9/9/19 1.2 Hardware Requirements update ShannonMartin 10/11/19 1.3 Capricorn Appendix Added ShannonMartin 12/12/19 1.4 Payment Milestone Update ShannonMartin 1/27/2020 1.5 Payment Milestone Update Shannon Martin Proprietary & Confidential January 27, 2020 Page 2 of 37 25D-66 Statement of Work for enQuesta v6 Upgrade Table of Contents L Project Objectives 5 enQuesta v6 5 Customer and Systems & Software 5 Project Overview 5 2. Purpose of SOW 6 Products and Services 6 Cost, Schedule, and Scope 6 Labor Rates 6 Change Control 6 3. enQuesta Modules and New Features 7 Optional New Features in Scope: 7 4. Attachments to the SOW Include: 7 5. Initiate & Analysis Phase 8 Phase Overview 8 Phase Deliverables & Key Milestones 8 Project Team Assembly / Staffing Requirements 9 Project Kick Off, New Features & Customer enQuesta Challenges / Pain Points Review 10 Development of Joint Project Management Plan 11 System Hardware and Software Installation 14 6. Build Phase 17 Phase Overview 17 Phase Deliverables & Key Milestones 17 Data Mapping & Cleansing 18 Execute Test Data Conversions 18 enQuesta Configuration 19 Customer -specific modifications & Interfaces 19 Cognos Report Conversion 19 7. Training & Testing Phase 20 Phase Overview 20 Phase Deliverables & Key Milestones 20 Core Team Training 21 enQuesta Analytics Training 22 Test Script Creation / Modification 22 Functional/Integration Testing 23 Train the Trainer 24 8. Activate 25 Activate Phase Overview 25 Activate Phase Deliverables & Key Milestones 25 Simulation 25 Proprietary & Confidential January 27, 2020 Page 3 of 37 25D-67 Statement of Work for enQuesta v6 Upgrade Go -live Conversion Go -Live 27 27 9. Upgrade Payment Milestones 30-31 10. Capricorn (Phase 2) Details of the Capricorn product and estimated costs: Utility Smart Meter Portal Module User Registry & Security Module 32 32 33-35 36 11. Signature Page 37 Proprietary & Confidential January 27, 2020 Page 4 of 37 25D-68 Statement of Work for enQuesta v6 Upgrade 1. ProjectObjectives enOuesta v6 1.1.1 Santa Ana Municipal Utility Services and Systems & Software, Inc. (S&S) have agreed to engage in the upgrade of the existing enQuesta Customer Information System (CIS) and ancillary modules. Under this arrangement, Customer will upgrade from their currently installed release of enQuesta v4.5 to enQuesta v6. Objectives of the upgrade are: ❑ Establish Santa Ana on the standard, most current version of enQuesta v6. ❑ Implement the new features that have been identified within this statement of work. ❑ Upgrade Santa Ana to the most recent version of Oracle 12c Database, Operating System and Middleware. ❑ Upgrade S&S' next generation reporting solution, the enQuesta Reporting Portal, to the currentversionutilizing Cognos Analytics. Customer and Systems & Software 1.12 Santa Ana, having it Ana, CA 92701, shall be having its principal office Project Overview s 1.13 The duration of this project is expected to be 6 months until Go -live plus 1 month of Post -Go - live (before transitioning to Support) although this is subject to change based on the mutually agreed upon project plan. 1.1.4 The Customer is estimated to have approximately 45,000 active accounts. Proprietary & Confidential January 27, 2020 Page 5 of 37 25D-69 Statement of Work for enQuesta v6 Upgrade 2. Purpose of SOW Products and Services 2.1.1 This Statement of Work (SOW) describes the products and services to be delivered by S&S as well as the responsibilities of both the Customer and S&S throughout the duration of the Project. Cost. Schedule_ and Scone 2.12 S&S and the Customer agree to cooperatively manage the cost, schedule, and scope of the project. Project scope is limited to the tasks and deliverables identified in this SOW. Items not specifically detailed in this SOW are to be considered out of scope. 2.13 All costs associated with third party hardware and/or software will be subject to the current rates of the third -party vendor at the time an order is placed. Maintenance for third party software shall commence at the time the order is placed. Labor Rates 2.1.4 If the need for additional services is required throughout the Project due to scope change, additional labor rates will apply. Labor rates for additional services will be billed at the current year hourly billable rate. Change Control 2.1.5 Both the Customer and S&S agree to reserve the right to enter negotiations covering items currently known to be outside of scope or not yet currently defined using the S&S Change Control Plan procedures. It is acknowledged that those negotiations would potentially lead to a Change Order to this project or a separately defined project. Change Orders will be evaluated for impact to cost, schedule, project risk(s), and resources. Proprietary & Confidential January 27, 2020 Page 6 of 37 25D-70 Statement of Work for enQuesta v6 Upgrade 3. enQuesta Modules and New Features New features available are listed in Attachment B — New Features Guide. Note that not all new features are created equal with respect to level of new functionality offered, impact to existing enQuesta business practices, license cost, ongoing maintenance cost and level of effort required to implement for analysis, configuration, training and testing. New features that require a significant level of implementation effort and/or license and maintenance are called out as "Optional' and need to be listed below to be included in the Upgrade Project scope. Optional features not included below are considered out of scope. All Standard features are included automatically in the scope of this Upgrade project. Optional New Features in Scone: 3.1.1 Per the attached New Features Documentation. Items listed as additional services or license will be considered a change order is SNA chooses to implement as a part of this upgrade 3.12 GIS integration — Standard S&S 2-way interface provided. 3.13 Bill Print Conversion — current SNA templates will be moved to Document designer from XML to PDF. No new bill prints are in scope in this upgrade. 3.1.4 enQuesta Link mobile - SOW provided in Attachment — C. 3.1.4.1 This pricing is for 15 users. 3.1.5 WebConnect to v6 is in scope for this upgrade. (Capricorn budget figures have been provided for future consideration.) 4. Attachments to the SOW Include: • Attachment A - Detailed Pricing • Attachment B - New Features Listing • Attachment C - enQuesta Link SOW • Attachment D — Capricorn for enQuesta SOW Proprietary & Confidential January 27, 2020 Page 7 of 37 25D-71 Statement of Work for enQuesta v6 Upgrade 5. Initiate & Analysis Phase Phase Overview • Establish project goals and procedures • Put Project Infrastructure in place • Plan for testing and configuration of New Features and process changes -Project team assembly -Project Management Plan created -project kick off -New features and Customer enQuesta challenges & pain points review • System hardware & software installation -Develop testing plan • Complete user training matrix and conduct training requirements analysis Phase Deliverables & Key Milestones e e vera' e S&S Customer S&S Customer ect Team Assembly IlKkk Action X X X X pletion of Onsite Action off Meeting X i X New Features Review Action X X Customer enQuesta Action Challenges & Pain X X X Points Review Proprietary & Confidential January 27, 2020 Page 8 of 37 25D-72 Statement of Work for enQuesta v6 Upgrade New Features & Doc j enQuesta Process X I X Change Document(s) j Project Management Doc Plan X X i i Delivery of enQuesta v6 Action Environment X X i Develop Testing Plan Doc j X iX i Complete User Training Doc Matrix X X X X j Proiect Team Assembly / Staffing Reauirements 5.1.1 Project Manager 5.1.1.1 Both the Customer and S&S will assign Project Manager(s) (PM) for the duration of this project, including the 30-day post Go -Live period, as defined in this SOW. Each Project Manager shall have decision making authority and be the central point -of -contact within their respective organization. 5.1.12 S&S Project Management activities will be carried out both onsite and remotely. 5.1.13 Project Management is comprised of the following responsibilities and associated activities: Scope Management, Change Management, Resource Management, Communication Management, Issue Management, and Relationship Management. 5.12 Executive Sponsor 5.12.1 S&S will assign an Executive Sponsor for the duration of this project. The Customer must also assign an Executive Sponsor. This ensures the needs of all parties are being met. Executive Sponsors shall interact and/or meet on a mutually agreed upon basis and may engage on any type of issue. 5.13 Project Team 5.13.1 Both S&S and the Customer will be responsible for assigning a Project Team of qualified resources to cover all aspects of the project, including but not limited to Project Proprietary & Confidential January 27, 2020 Page 9 of 37 25D-73 Statement of Work for enQuesta v6 Upgrade Management, Subject Matter Experts (SMEs), and Technical Experts. Qualified Resources are those individuals that have expert knowledge of today's environment and are able to think outside the box. 5.132 Proposed areas of expertise include: ❑ Project Management ❑ IT (Hardware, Network, Peripheral Devises) ❑ Conversion ❑ Training ❑ Business Processes / Functional SMEs ❑ Interfaces ❑ Testing ❑ Reporting 5.133 All project team members are expected to be empowered to make decisions. 5.1.4 ProjectRoom 5.1.4.1 It will be necessary for the Customer to establish a Project Room for use throughout this project. The Project Room must accommodate the S&S Project Team while onsite to conduct non -training activities, such as Business Process Analysis, Testing, etc. 5.1.42 The Project Room must have, power sources, network access, internet access, a telephone, and a networked printer. The S&S Team must have access to the enQuesta server while on -site. Proiect Kick Off, New Features & Customer enQuesta Challenges / Pain Points Review 5.1.5 The project kicks off will take place following the upgrade contract signing. The S&S team will be onsite to review the following items with the Customer: ❑ Review initial project plan schedule ❑ Project Plan — define key tasks, deliverables, interfaces, and testing expectations ❑ Define project structure and lines of communication ❑ Demonstrate and review what functionality has changed from currentv4.5.1 to v6. ❑ Review existing customer challenges and pain points with current enQuesta processes to identify additional configuration (changes) that should be done as part of the upgrade. Note this is not a full BPR or BPA assessment in each of the functional areas. S&S will review the enQuesta processes identified by the Customer in advance of this discussion. S&S will provide documentation to the Customer after this and the New Feature review session on the new processes and configuration that will be implemented. ❑ Documentation request for current list of users, training needs, and security groups Proprietary & Confidential January 27, 2020 Page 10 of 37 25D-74 Statement of Work for enQuesta v6 Upgrade Develonment of Joint Proiect Management Plan 5.1.6 The Project Management Plan describes how the project will be managed and is necessary in defining, preparing, integrating and coordinating all subsidiary plans and processes as part of S&S's Implementation Methodology. The Project Management Plan will be reviewed and finalized during the Kick Off. 5.1.7 The Project Management Plan integrates all tasks S&S requires in order to manage the project and will be the primary source for information for how the project activities will be planned, executed, monitored and controlled, and closed. The Customer might require additional tasks, such as The Customer communications or internal process review, but these tasks will not be reflected or tracked in the Upgrade Project Plan. Following is a list of responsibilities included with the management of the Project Management Plan. 5.1.8 Scope Management 5.1.8.1 Scope management is the act of managing the project, its associated deliverables, activities as defined in this SOW, and all contract documents. Proper scope management ensures that the project plan is executed according to the timeframes and budget defined for this project. Any scope not defined in this SOW will follow Change Control Plan procedures. Attached to this SOW is a Sample Project Schedule, Attachment C. 5.1.82 The S&S PM will update the project schedule on a monthly basis and submit it to the Customer PM(s) for review and approval. Regular Project Team meetings will be held weekly via conference call. 5.1.83 The S&S PM is responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 5.1.8.4 The Customer PM's are responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 5.1.9 Time Management 5.1.9.1 Time Management is the process of estimating, scheduling and tracking project activities. The overall project schedule will be managed by the S&S Project Manager to ensure that the project is delivered in a timely manner. All the critical path items will be managed closely by the S&S PM and The Customer PMs in their respective areas of responsibility. 5.1.10 Resource Management Proprietary & Confidential January 27, 2020 Page 11 of 37 25D-75 Statement of Work for enQuesta v6 Upgrade 5.1.10.1 Resource Management is the responsibility of both the S&S PM and the Customer PM's. Each PM is responsible for the oversight and management of the project team members from their respective organizations which may include employees, contracted consultants and vendors. 5.1.102 The S&S PM will manage S&S resources; the Customer PM's will manage The Customer resources, and third party vendors. 5.1.103 At no time shall S&S become involved with the oversight or scheduling of The Customer resources or the Customer's third party vendors. 5.1.10.4 It is the responsibility of each PM to ensure proper resources are available as scheduled in the project plan. This includes, but is not limited to, attendance in training sessions, team meetings, and conference calls, as well as participation in analysis, testing, and all otherproject activities. 5.1.10.5 Changes to the project timeline or the project plan that are due solely to the Customer and/or the Customer's third party vendors may result in a change of scope and be subject to Change Control Plan procedures. 5.1.11 Change Control Management 5.1.11.1 Change Management is the process whereby out of scope requests or requirements are documented, analyzed, assessed for impact on the project and submitted for approval on mutually agreed upon Change Management Control. 5.1.112 The Customer Project Managers will initiate an S&S Change Request Form which commences the Change Management process. The initial Change Request will be delivered to the S&S PM for consideration of the following: any possible resolution plans, resource requirements, impact to schedule, proposed timeline, and cost. 5.1.113 For all approved changes, the S&S PM will update the project schedule with the additional scope of work including project tasks, durations, and assigned resources. These tasks will then be managed as part of the overall project. 5.1.11.4 S&S may suggest that some Change Requests be managed outside the scope of the original implementation. This project decision will require the mutual agreement of the parties. 5.1.11.5 For those Change Requests that have financial ramifications, Payment Milestones will be reviewed, and suggested modifications proposed by the S&S PM. Such proposed Payment Milestone changes shall be subject to the approval of the Customer. Proprietary & Confidential January 27, 2020 Page 12 of 37 25D-76 Statement of Work for enQuesta v6 Upgrade 5.1.12 Test Plan 5.1.12.1 S&S will deliver a test plan document that will outline the goals of the following three test phases: Functional/Integration Testing, User Acceptance Testing (UAT, executed after the Mock Go -live Conversion) and Go -live Testing. Dates will be scheduled for each of the three test phases in the Project Plan. The Customer is responsible for creating day-by-day and week -by -week detailed testing schedules for The Customer resources (to determine which test scripts will be executed) for each of the three test phases. 5.1.122 S&S will load standard enQuesta test scripts into a The Customer specific area in the SpiraTest online testing tool. The Customer is responsible for customizing these test scripts and adding any additional ones required (e.g., The Customer specific interface test scripts). Training will be provided on how to use the SpiraTest tool to manage test script editing/creation. 5.1.123 Once the new enQuesta system is launched and the Customer's end users are trained on the new features during Core Team training, the Customer will begin the Functional/Integration test phase. 5.1.12.4 UAT is a formalized 1-2 weeks of testing (to occur immediately after the Mock Go - live conversion) in which the S&S implementation team will be onsite assisting the Customer with "day in the life" testing, or executing daily jobs, run sheets, updates and interfaces in enQuesta. The S&S PM will provide a sample test plan and will jointly customize it with the Customer PM to list all of the major business processes typically run in a 1-2-week period. The Mock Go -live conversion and UAT together are referred to as Simulation. 5.1.12.5 The final testing event will occur the day before Go -Live. After S&S brings up the new enQuesta system and completes initial smoke testing, the Customer will be responsible for final testing before providing the final approval to launch. The S&S implementation team will be onsite to assist in testing. 5.1.13 Relationship Management 5.1.13.1 Relationship Management is the responsibility of the Project Managers. The S&S PM will serve as the central point of contact for all The Customer project -related needs. The Customer PM's will serve as the central point of contact for all S&S project -related needs. The S&S and The Customer PM's are responsible for managing the project to the deliverables specified in this SOW and contract documents. Implementation issues are the responsibility of the S&S Project Manager and supported by the S&S Implementation Team until the end of the 30-day Post Go -Live Implementation Support Period when the support services are transitioned to the Support Desk. Proprietary & Confidential January 27, 2020 Page 13 of 37 25D-77 Statement of Work for enQuesta v6 Upgrade System Hardware and Software Installation 5.1.14 Hardware and Third -Party Software Requirements 5.1.14.1 The following sections list the hardware, network and software requirements for the enQuesta solution. The server and environment specifications are defined at contract signing so that establishing the project infrastructure can start as soon as the contract is signed. The Customer is required to ensure the hardware is in place, setup and ready for S&S Base Solution installation (i.e., enQuesta) at the time of project kickoff. While S&S will make every effort to work around hardware not being available at project kickoff, delays in hardware could result in schedule delays and change orders. 5.1.142 If the Customer purchases hardware independently, the order and delivery schedule must fit within the critical path identified in the project schedule. 5.1.143 Hardware Requirements: 5.1.143.1 Hardware Specs to be provided by S&S for on Premise environments. Proprietary & Confidential January 27, 2020 Page 14 of 37 25D-78 Statement of Work for enQuesta v6 Upgrade 5.1.14.4 Client PC Requirements: MINIMUM WORKSTATION REQUIREMENTS (Desktop or Laptop) .' IE 11 Compatibility View settings turned on. Please note that S&S does not offer support related to Windows and other PC desktop system support, communications, or infrastructure support. 5.1.14.5 Third Parry Software 5.1.14.5.1 With the initial configuration of the hardware, all core vendor operational software must be installed and configured. Once the installation and configuration has been completed, the functionality of this software will be tested. 5.1.15 The Customer Responsibilities 5.1.15.1 The Customer will be responsible for the server footprint (hardware enclosures, power, etc.) and will provide the necessary space within their data center to accommodate the hardware configuration. 5.1.152 The Customer will provide a stable hardware and network environment and a minimum of one (1) System Administrator to support and maintain the network related hardware and software. All production network connections must be hard wired; wireless connections are not suitable for enQuesta production operation. Proprietary & Confidential January 27, 2020 Page 15 of 37 25D-79 Statement of Work for enQuesta v6 Upgrade 5.1.153 The Customer will meet theminimumsystem requirements asdefined inthisSOW. 5.1.15.4 The Customer will follow mutually agreed upon back-up procedures. Back-ups will include the entire server including program files, database and system files as S&S recommends and instructs. 5.1.15.5 The Customer will provide an uninterruptible power supply (UPS) capable of supporting the application and database servers and hardware for a period of time long enough to support normal shut down, running on battery backup power. 5.1.15.6 The Customer will provide connectivity to the enQuesta server (or servers if the Customer either a) has or will have both a Production and Train server or b) has or will have both a Production Application and Production Database server). 5.1.15.7 The S&S preferred network connection would be at least 1.5Mbps with all servers put into a DMZ. Given the number and diversity of Customer s requiring support from S&S, each with varying networking infrastructures, support of software -based VPN clients is not a viable option for this project. If the Customer does not currently have one of these hardware solutions in place, they will assist S&S' Network & Security Personnel with the implementation and testing of one. Proprietary & Confidential January 27, 2020 Page 16 of 37 25D-80 Statement of Work for enQuesta v6 Upgrade 6. Build Phase Phase Overview • Install S&S Base Solution (enQuesta) on Customer servers • Performa data mapping and cleansing activities • Execute test conversions • Configure new features and process changes • Update interface and Customer -specific modifications to be v6 compliant • Existing Cognos reports converted for new version (enQuesta Analytics) -enQuesta installed on Customer servers and environments (e.g., prod, test, train) Hold data mapping sessions to map existing data to some new features (e.g., device normalization, notifications), cleanse data as needed -Execute test conversions • Configure enQuesta production and test systems for new features and process changes identified during initiate and analysis phase -Update interfaces, Customer -specific modifications and Cognos reports to be v6 compliant Phase Deliverables & Key Milestones S&S Customer S&S Customer enQuesta installed on Action Customer servers and X X environments Data mapping sessions Action X X Data cleansing Action X X Proprietary & Confidential January 27, 2020 Page 17 of 37 25D-81 Statement of Work for enQuesta v6 Upgrade Execute test Action j conversions X I X i Configure enQuesta Action production and test X X systems i Update existing Action j interfaces and Customer X X -specific modifications for v6 Convert existing Cognos Action reports for v6 X X i enQuesta Database and Software Installation 6.1.1 Once the Customer hardware and network configuration is in place, S&S will install and unit test enQuesta on each of the Customer environments (e.g., prod, test, train). Data Manning & Cleansing 6.12 S&S will hold data mapping sessions (either at kick off, or in subsequent conference calls) with the Customer to determine how to best convert existing enQuesta data into certain new features that require a data structure change (e.g., device normalization for pre-v4.5 Customer s, cotenant, phone and email new data structures). S&S will document the data mapping/conversion plan, and then also give the Customer spread sheets for either data cleansing purposes or decisions that need to be made for data mapping/conversion. 6.13 The Customer is responsible for any data cleansing activities that result from the data mapping sessions. Execute Test Data Conversions 6.1.4 S&S will take full responsibility for data conversion with exception of the following Customer activities: ❑ Providing clean data. ❑ Working with S&S to ensure reliable access to data sources and required Customer resources as needed. ❑ The Customer will run and provide S&S copies of the billing, trial balance and deposit reports prior to each conversion. 6.1.5 Data to be converted 6.1.5.1 All data as currently exists in the enQuesta system. Proprietary & Confidential January 27, 2020 Page 18 of 37 25D-82 Statement of Work for enQuesta v6 Upgrade 6.1.52 Any data archiving is out of scope. Additional analysis/services would be required if archiving is desired. 6.1.6 One or two test conversions will be executed as per the Project Plan and timelines that need to be met to execute Go -live on the desired date. Test conversion(s) will be used for the first test phase: Functional/Integration testing. 6.1.7 S&S will provide a balancing report and conduct a bill parallel with each test conversion- enQuesta Configuration 6.1.8 S&S will configure the enQuesta production and test systems according to the decisions documented in the New Features and enQuesta process changes document from the initiate and analysis phase. All configuration will be unit tested. Customer -specific modifications & Interfaces 6.1.9 S&S will port forward to v6 all Customer interfaces that currently exist in the current production enQuesta environment. 6.1.10 All existing Customer -specific modifications will be ported forward to v6 as part of the upgrade. 6.1.11 S&S will unit test all ported forward interfaces and Customer -specific modifications. 6.1.12 Customer Responsibilities 6.1.12.1 Interface work required of third parties, as well as management of the schedule for third party work on interfaces is the responsibility of the Customer. Cognos Report Conversion 6.1.13 The Customer will research the reports in their current Cognos library and identify only the ones that need to be ported forward, so that time is not unnecessarily expended on reports which are no longer required. S&S will convert up to 50 reports as part of the standard Upgrade Project scope. Additional reports can be converted as needed using a baseline level of effort of 10 minutes per report, which would be subject to a change order. Proprietary & Confidential January 27, 2020 Page 19 of 37 25D-83 Statement of Work for enQuesta v6 Upgrade 7. Training & Testing Phase Phase Overview Test & Train • Complete Core Team training for New Features • Test script customization / creation • Execute Functional/Integration Testing • Complete Train the trainer for New Features • S&S will train the Customer Core Team on the enQuesta v6 new features. • S&S will train Customer Cognos / ad -hoe report team members on enQuesta Analytics (term for Congos v6) new features. • The Customer will customize or add/create test scripts using the standard S&S v6 test scripts as a basis- -The Customer will execute test phase 1: Functional/Integration testing. -The S&S will train the Customers trainers on the enQuesta v6 new features. Phase Deliverables & Key Milestones Phase De Key Milestones S&S Customer S&S Customer Core Team Training Action X IX i i enQuesta Analytics Action Training X X i Test Script Creation / Action Modification X X i Functional/Integration Action Test Execution X X i Propriety & Confidential January 27, 2020 Page 20 of 37 25D-84 Statement of Work for enQuesta v6 Upgrade Train the Trainer Action Training g g Core Team Training 7.1.1 Customer Responsibilities 7.1.1.1 The Customer's Project Team will coordinate user enrollment for each class and rescheduling requirements as necessary. The Customer PM is responsible for communicating the number of participants enrolled in each class to S&S. 7.1.12 The Customer is responsible for ensuring appropriate time is made available for users to participate in every training course they are enrolled in, according to the finalized User/Training Matrix. If users are not provided with such time, it is the Customer's responsibility to provide training later. S&S will provide a class schedule, however, it is the Customer's responsibility to notify and get participants to the class. 7.1.13 It is the Customer's responsibility to ensure that users attend classes in a punctual manner. The Customer is responsible for training all users who require additional training due to late arrivals or absence. 7.1.1.4 The Customer is responsible for training all casual users that are not listed in the user matrix. 7.12 Training Facility Requirements 7.12.1 The Customer is responsible for providing training facilities capable of accommodating the number of users to be trained identified in the Training Plan. The training facilities will accommodate 12 users per classroom, with an individual workstation for each user. Each workstation must meet the minimum PC requirements. 7.122 Classroom setup must include: ❑ Projector with interface to a computer ❑ Projection screen ❑ Telephone and connection needed for technical support ❑ White board ❑ Dry erase markers ❑ Pencils Propriety & Confidential January 27, 2020 Page 21 of 37 25D-85 Statement of Work for enQuesta v6 Upgrade ❑ Note paper ❑ High speed internet access 7.13 S&S Responsibilities 7.13.1 S&S may adjust the course offerings and durations at any time. 7.132 S&S will work with the Customer to identify the appropriate courses for each participant through a joint training requirements analysis meeting. 7.133 S&S' Technical Trainer will supply a PC for their use during training activities. 7.13.4 S&S is responsible for providing the Core Team training to all participants identified in the user training matrix. The purpose of enQuesta Core Team Training is to train the core project team on the new features and functionality of enQuesta v6. The Core Team comprises subject matter experts who manage the major functions of enQuesta, such as Billing, Credit & Collections, Security & Administration, Metering, and Customer Service. The lessons will include hands-on courses that instruct Core Team users on how to execute existing business processes on enQuesta v6. Core Team training does not include introductory or basic training to users unfamiliar with the processes of enQuesta. 7.13.5 S&S Core Team training typically lasts for 2-4 days, depending on the size and availability of the Core Team and the number of new features selected for implementation. 7.13.6 S&S will also deliver training on how to use the SpiraTest Web -based testing tool so that the Customer is able to customize and create test scripts, execute the scripts using the tool and manage the defect submission and re -testing process. This can either happen during the week of Core Team training or separately via a remote conference call. enOuesta Analvtics Training 7.1.4 S&S will provide 1-2 days of remote training on the new version of Cognos, now referred to as enQuesta analytics. Test Script Creation / Modification 7.1.5 The Customer is responsible for creating and modifying the test scripts in the SpiraTest Web - based testing tool that will be used for all testing phases in the Upgrade Project. 7.1.6 SpiraTest 7.1.6.1 SpiraTest will be utilized as a Web -based quality assurance and test management Propriety & Confidential January 27, 2020 Page 22 of 37 25D-86 Statement of Work for enQuesta v6 Upgrade solution throughout all phases of testing. SpiraTest will be initially configured by S&S and standard test scripts will be preloaded. Delivery of this platform will occur prior to the SpiraTest Training and Functional Test Workshop. 7.1.62 Test script management ❑ Test scripts will be stored in a hierarchical folder structure making navigation easy and intuitive. Each individual test script will consist of a set of steps thatrepresent individual actions the user must perform to complete the test. ❑ The Customer will add or modify test scripts in this folder structure. 7.1.63 Defect Tracking ❑ Incidents can be categorized into bugs, enhancements, training items, configuration issues, conversion issues, and limitations (out of scope). Each type has its own specific workflow and business rules. Incidents can be traced back to the test case and underlying functional requirement allowing for easy reporting on the "in -process" quality of enQuesta during each testing phase. 7.1.6.4 Test Execution & Release Management ❑ SpiraTest has the ability to group together various test cases using a test execution wizard. At each step the user will mark pass/fail and has the ability to record a bug/defect. In addition, each test run and any incidents that are created will be associated with the current release of enQuesta. ❑ Failed test scripts can be re -tested once a fix is delivered to the test enviromnent. 7.1.6.5 Reporting ❑ A customized reporting dashboard will be available to team leaders and will include the ability to create fully customized queries and reports. Reports can include things such as the number of test runs completed, failed vs. passed vs. not yet run, etc. 7.1.6.6 Assumptions ❑ The Upgrade SpiraTest instances (Sandbox and PROD) will be deleted one year after Go-Live- Functional/Integration Testing 7.1.7 Functional and Integration Testing will occur at the same time using the standard and newly create test scripts in SpiraTest. 7.1.7.1 Functional testing entails testing individual enQuesta workflows, Customer - specific modifications and interfaces on their own to ensure accurate functionality and results. Functional testing focuses on ensuring that each process functions on its own, independent of the dependencies and the context of other processes that may be run before, after or concurrently. 7.1.72 Integmtion testing is more focused on running enQuesta processes in the context and sequencing of the Customer's daily, weekly, monthly, etc., work schedule. Propriety & Confidential January 27, 2020 Page 23 of 37 25D-87 Statement of Work for enQuesta v6 Upgrade 7.1.73 The SpiraTest test scripts will contain scripts for both Functional and Integration testing for the Customer to execute in the same, single test phase. 7.1.8 Customer Responsibilities 7.1.8.1 The Customer is responsible for creating a detailed Functional/Integration test schedule to take place in the time allotted for Functional/Integration testing in the Project Plan. This schedule should include a day-by-day or week -by -week schedule that matches resources with the test scripts that they will execute on a day-by-day or week -by -week basis. 7.1.82 The Customer is responsible for all Functional and Integration testing using their test scripts and list of processes to test as a guide. 7.1.83 The Customer will report issues in a timely manner and in writing to S&S. 7.1.9 S&S Responsibilities 7.1.9.1 S&S will conduct limited functional testing based on business critical enQuesta processes to ensure sufficient functionality before the Customer executes functional testing. 7.1.92 As testing issues are identified in SpiraTest, S&S will report issues internally in a timely manner to begin the fix process. S&S will log and track all testing issues and deploy fixes on a regular and/or as needed basis. 7.1.93 S&S will hold weekly testing status calls to assess progress and address any issues inhibiting testing progress. 7.1.10 Testing Progress Inhibitors 7.1.10.1 Not completing testing in the timeframes allotted in the Project Plan can be one of the primary reasons for project (Go -live) delays in an upgrade project. If testing in any of the testing phases exceeds the time allotted in the Project Plan, and it is not a result of enQuesta v6 issues or bugs or other S&S caused factors, S&S will make every effort to accommodate the delay to not affect the Go -live date. If Customer caused testing delays do result in project or Go -live date delays, note that this can result in change orders to account for the additional effort for supporting the upgrade project beyond the timeframes allotted. Train the Trainer 7.1.11 S&S is responsible for providing train the trainer training to Customer training resources so that they can provide end user training to the Customer's users. 7.1.12 The Customer is responsible for providing a Project Team member to support each end user training class. This team member should have knowledge of the Customer's business processes in enQuesta. Propriety & Confidential January 27, 2020 Page 24 of 37 25D-88 Statement of Work for enQuesta v6 Upgrade 8. Activate Activate Phase Overview • Successful practice Go -live (Simulation) • Live operation achieved (Go -live) • Post Go -live support provide before transition to Support • Simulation Plan created (includes Mock Go -live conversion and User Acceptance Testing - UAT) • Simulation executed • Go -live plan created • Go -Live conversion Executed • Go -Live -Post Go -Live Support • Transition to Support Activate Phase Deliverables & Key Milestones S&S Customer S&S Customer Simulation Plan Excel X X X X Mock Go -live Action X X Conversion UAT Action X X X Go -live Plan Excel X X X X Go -Live Action X X X X PostGo-live Action X X Support Transition to Action Support X X X X Simulation 8.1.1 After the successful completion of the first testing phase, the Customer will initiate a Simulation Propriety & Confidential January 27, 2020 Page 25 of 37 25D-89 Statement of Work for enQuesta v6 Upgrade to take place several weeks prior to the actual Go -Live weekend. This simulation will provide a `dry -ran' of the Go -Live activities and include a Mock Go -live conversion and UAT executed immediately after for 1-2 weeks. The Customer is responsible for testing all business critical enQuesta processes, including modifications and interfaces, during UAT. S&S will aid in the Project Management, providing onsite support for the Simulation and responding to and resolving issues. 8.12 The Simulation will be a practice for Go -Live, and as such will begin with a conversion taking place the week prior with enQuesta workflow processes and balancing to commence the following Monday. Goals of Simulation include: ❑ Executing and balancing a successful conversion ❑ Customer input of open work orders, cash and any items that have been identified as post conversion activities that need to be completed before actual Go -Live could occur. ❑ Timing of above activities to ensure they can be executed before day one of Go - Live. The results of these timings will be used to update and finalize the Go -Live plan. ❑ Doing a bill parallel on at least one billing run/set of cycles ❑ Executing all the Customer's daily and weekly workflows (e.g., entering cash, credit and collections, work orders, new site creation, etc.) ❑ Reconciliation activities - Balancing Cash, AR and Deposits ❑ Executing all relevant interfaces ❑ End user practice of daily work 8.13 Customer Responsibilities 8.13.1 Customer will assist with and sign -off on a Simulation Plan. 8.132 Customer will make available resources in conversion and business functional areas during the Simulation period (including weekends if necessary) to support Simulation activities. 8.133 Customer will execute daily business processes and workflows as per Simulation & Go -Live Plan. 8.1.4 S&S Responsibilities 8.1.4.1 S&S will create Simulation & Go -Live Plan with Customer assistance. 8.1.42 S&S will execute conversion activities over the Simulation period. 8.1.43 S&S will support Simulation activities onsite for one week for simulation. Propriety & Confidential January 27, 2020 Page 26 of 37 25D-90 Statement of Work for enQuesta v6 Upgrade Go -live Conversion 8.1.5 The primary differences between the Go -live conversion and previous ones performed are: 8.1.5.1 The Go -Live conversion will be executed over a weekend and timed in accordance with other Go -Live activities to ensure the conversion can be executed and balanced in a timely and accurate fashion to be ready for day one of Go -Live. 8.1.52 Go -Live conversions will be signed -off with a go or no-go decision to proceed with the subsequent Go -Live end user activities. 8.1.6 CustomerResponsibilities: 8.1.6.1 The Customer will provide resources and relevant reports for balancing items and will work with S&S resources to balance conversion potentially outside normal business hours. 8.1.62 The Customer will sign off on the Go -Live conversion acceptance plan before proceeding with the subsequent Go -Live end user activities. 8.1.7 S&S Responsibilities 8.1.7.1 S&S will execute and balance the conversion during the Go -Live weekend potentially outside normal business hours. S&S will provide the Customer with a Go -Live conversion acceptance plan for sign off purposes. These will need to be signed off by the Customer before proceeding with the subsequent Go -Live end user activities - Go -Live 8.1.8 Definition 8.1.8.1 "Go -Live" indicates the date on which the enQuesta v6 CIS Solution is operating in a production environment at the Customer's primary place of business. Business operations and daily processing are being performed by the enQuesta v6 CIS Solution, and it is the primary system of record for the Customer. The S&S PM will lead the Go -Live activities and is responsible for developing the Go -Live Plan which details the activities and sequence of events to take place leading up to the Go -Live. 8.1.9 Customer Responsibilities Propriety & Confidential January 27, 2020 Page 27 of 37 25D-91 Statement of Work for enQuesta v6 Upgrade 8.1.9.1 Facilities The Customer shall setup adequate facilities to be used as the central base of operations throughout the Go -Live period. The facility must have the basic infrastructure to adequately support the Go -Live activities including power sources, network access, internet access, phone, printer, and desk space to accommodate the Project Team. The S&S Project Team will use the facility as its core staging area for issue resolution and triage, as well as deploying Subject Matter Experts to the field for support. 8.1.92 Billing, AR and Deposit Balancing 8.1.92.1 It will be necessary for the Customer to provide the necessary billing reports to balance billing in the legacy system to enQuesta. 8.1.922 The Customer shall verify trial balances for accuracy and grant final authorization to proceed. This will conclude the Go -Live preparations. 8.1.93 First Week Post Go -Live 8.1.93.1 After execution of the Go -Live Plan and the official Go -Live, the Customer will assume primary responsibility of the CIS Solution and its day-to- day management and support. The Customer will be responsible for primary support of business processes and end users. 8.1.932 During the first week of Go -Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Customer Project Teams. Each individual shall report on the events of the day, any problem areas, and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor. 8.1.10 S&S Responsibilities 8.1.10.1 Onsite Team 8.1.10.1.1 The S&S Project Team, including the PM and Business Lead, will be onsite beginning the weekend before Go -Live -The primary responsibility of the Project Team at this point is to ensure a smooth beginning of the cutover activities. Additional members of the Project Team may be deployed throughout the weekend to conduct onsite testing, data validation, and the final billing parallel. Propriety & Confidential January 27, 2020 Page 28 of 37 25D-92 Statement of Work for enQuesta v6 Upgrade 8.1.10.12 Additional on -site support after the first week can be added with the on -site labor rates as a change order. 8.1.102 Billing Balancing 8.1.102.1 S&S will perform the final billing, AR and deposit parallel. 8.1.103 First Week Post Go -Live 8.1.103.1 The S&S Project Team will remain onsite during the first week of Go -Live to assist in any issue resolution, as well as to provide mentorship, guidance, and support. 8.1.1032 During the first week of Go -Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Customer Project Teams. Each individual shall report on the events of the day, any problem areas and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor. 8.1.1033 The S&S Business Lead will be responsible for tracking issues throughout the Go -Live week. These issues will be reviewed in the daily wrap- up meetings. 8.1.10.4 Post Go -Live 8.1.10.4.1 Upon conclusion of the Go -Live and the first week of production, S&S will provide a combination of remote and onsite support services. After the first week of on -site support, remote support will continue for the initial 30 days of production use. Regular status meetings between S&S and the Customer will be held to review outstanding issues. The Customer will have the option for a second week of on -site support after Go -Live. Propriety & Confidential January 27, 2020 Page 29 of 37 25D-93 Statement of Work for enQuesta v6 Upgrade 9.0 Phase 1 Upgrade Payment Milestones — Service Cost for enQuesta Upgrade & Link Mobile (and Support & Maintenance included in Phase 2) Upgrade Payment Milestones IVERABLE Amount Due Maintenance Milestone �. Contract Signing $ 82,222.50 $ 32,700.00 2/26/2020 License (Invoiced at Contract Signing) $ 101,400.00 2/26/2020 Completion of Onsite Kick off Meeting $ 54,815.00 3/23/2020 Completion of Initial Project Plan $ 54,815.00 3/30/2020 Delivery of enQuesta v6 Environment $ 54,815.00 4/15/2020 Delivery of 1" Conversion $ 54,815.00 4/15/2020 S&S Initial testing complete and testing is $ 54,815.00 5/31/2020 turned over to the Customer New Features Training Completion $ 54,815.00 6/15/2020 Simulation $ 54,815.00 7/31/2020 Go -Live $ 41,111.25 8/31/2020 Go -Live + 30 Days $ 41,111.25 10/1/2020 TotalServices 00 Total00 Travel (estimated 28trips $2,500/trip) $ 70,000.00 NOTES/Assumptions: • Annual Maintenance for enQuesta remains in effect as per the 2020 S&S Support Agreement. New Maintenance will be billed at signing at a prorated amount and added to the 2020 Support agreement for future billing. • Invoicing will occur upon completion of events as described above. • All amounts are due within 30 days of invoice. Travel will be billed as incurred at the end of each month. Travel budget is an estimated amount per trip. Travel will not be booked until mutually agreed upon by S&S and Santa Anas PMs. • Estimated Milestone dates are provided based on a 6-month project duration and signing date. If project delays come up the jointly agreed upon project plan will be shifted out accordingly • Phase one of this upgrade includes enQuesta v6 upgrade and enQuesta Link. Capricorn SOW and final pricing will be a phase two. • This quotation is valid for 45 days from contract issue date (January 27, 2020) Proprietary & Confidential January 27, 2020 Page 30 of 37 25D-94 Statement of Work for enQuesta v6 Upgrade ❑ City of Santa Ana has paid the current 2020 Support & Maintenance invoice in the amount of $156,116.88 per previous agreement, which excludes the new Support & Maintenance Agreement charges for Miscellaneous Third Party Licenses, enQuesta Link Mobile Module and the GIS Module. ❑ Contingency amounts in the tables below are applicable to one or more components of Phase 1, Phase II, and the on -going years of Support & Maintenance for enQuesta software upgrade and addition of the Capricorn Self -Serve Customer Portal. Phase I Base Amount Contingency Total enQuesta v6 Upgrade $649,550.00 $42,500.00 $692,050.00 1st Year of Support & $27,250.00 $27,250.00 Maintenance Travel (estimated 28 trips $70,000.00 $70,000.00 $2,500/trip) Information Technology Agency professional programming $50,000.00 $50,000.00 integration services as required Totals 1 $796,800.00 1 $42,500.00 1 $839,300.00 Phase 11 Base Amount Contingency 16 Total Capricorn Customer Self -Serve $100,000.00 $37,000.00 $137,000.00 Portal License $85,000.00 $85,000.00 Support & Maintenance $15,000.00 $15,000.00 Travel (estimated 6 trips $15,000.00 $15,000.00 $ 2,500/trip) Totals $215,000.00 $37,000.00 $252,000.00 Years 2 through r Maintenance 2021 On -going Support & Maintenance rBase Amount $209,931.39 Contingency $14,000.00 Totlan $223,931.39 2022 On -going Support & Maintenance $216,229.21 $14,000.00 $230,229.21 2023 On -going Support & Maintenance $222,716.21 $14,000.00 $236,716.21 2024 On -going Support & Maintenance $229,397.69 $14,000.00 $243,397.69 2025 On -going Support & Maintenance $236,279.62 $14,000.00 $250,279.62 2026 On -going Support & Maintenance, $243,368.01 $14,000.00 $257,368.01 2027 On -going Support & Maintenance $250,669.05 $14,000.00 $264,669.05 2028On-going Support & Maintenance $258,189.13 $14,000.00 $272,189.13 2029On-going Support & Maintenance $265,934.80 $14,000.00 $279,934.80 $2,132,715.11 $126,000.00 $2,258,715.11 Proprietary & Confidential January 27, 2020 Page 31 of 37 25D-95 Statement of Work for enQuesta v6 Upgrade 9.1 Phase 2 Capricorn — Self -Service Customer Portal Cost Estimates Details of the Capricorn product and estimated costs: The Capricorn Portal Statement of work will be developed and finalized once Santa Ana and Systems and Software complete a discovery. The portal implementation is planned to be post enQuesta version 6. S&S will implement the Capricorn Customer Portal for Utilities and Smart Forms for Utilities products. Included area high-level description of the product and features available. Cost for the portal are estimated at $185,000 but this number will be finalized with a statement of work between Systems and Software and the City of Santa Ana. Cost for the maintenance of Capricorn in the amount of $15,000 will be billed after installation of product at a prorated amount and added to the 2020 Support & Maintenance for future billing (estimated billing date is 10/O1/2020). Contingency of 20% ($37,000) is applicable to one or more components of Phase 2 of the Capricorn Self -Serve portal. ❑ Rich Dashboard interface with the following features and widgets: o Current Account title bar showing accounts linked to the user profile o Expanding linked accounts panel with configurable details including Account Nickname, Service Address, Current Balance, and more. o Account Details widget with past due alerts, nickname, credit rating, account owner, address, balances, discounts, pay plan, and more optional configurable details. o My Current Bill widget with current balance and due date, pre -authorized pay alerts, view current bill PDT, pay bill, payment extension requests, budget billing, current bill details by service. o My Alerts widget showing current active alerts based on customer settings and services including Bill/Usage Thresholds, High Usage / Leak Detection, Outages and other Proprietary & Confidential January 27, 2020 Page 32 of 37 25D-96 Statement of Work for enQuesta v6 Upgrade o My Smart Meter Activity widget with Last Bill, Current Bill and Predicted Bill statistics. o My Recent Usage widget with graphical indicator comparing current and previous bill usage. Less or More usage is highlighted with possible reasons for the difference between the two billing periods. o My Usage Summary widget with bill usage charting for the 6 recent months o My Recent Account Activity widget showing the 5 most recent transactions on the account. o Integrated CMS widgets for enhanced targeted customer messaging and content presentation based on account profiles. o Carousel media widgets. ❑ Interactive charting and usage inquiries. ❑ User Events/Important Date chart annotations and tracking. ❑ Usage Report Subscriptions — scheduled reports entailed on personalized schedules. ❑ Usage comparison to last year. Proprietary & Confidential January 27, 2020 Page 33 of 37 25D-97 Statement of Work for enQuesta v6 Upgrade ❑ Usage comparison to prior bills — with possible reasons for higher or lower usage. ❑ Local weather chart overlays - including temperature, humidity and precipitation. ❑ Bill History and E-Bill presentment with opt in/out of paperless bills. ❑ Online bill payment - supporting multiple payment approaches, integration points and vendors. ❑ Quick Pay feature —pay bills with no login required. ❑ Payment Extension requests based on CIS business rules. ❑ Service Request history and status inquiry ❑ Meter Reading submissions with access control by meter and optional photo uploads. ❑ Customer Self Service Smart Forms integration with Single Sign -On enhanced presentation. Utility Smart Meter Portal Module The Utility Smart Meter Portal offers a rich set of inquiries into residential and small commercial customer usage and demand data, including: ❑ Real-time AM1/AM1/MDM/0DS integration. ❑ Daily Smart Meter interactive charting and data downloads supporting Green Button format. ❑ Hourly Smart Meter interactive charting with Time -of -Use or Regular -Use pricing. ❑ User Events/Important Date chart annotations and tracking. ❑ Predicted Bill/Usage Dashboard Widget. ❑ Usage Threshold alerts. ❑ High Usage / Leak Detection alerts. ❑ Local weather chart overlays — temperature, humidity, precipitation. Additional New Features: ❑ Premium, Standard & Landlord access to the portal. ❑ Premium - access using login id and password to full account details ❑ Standard - access using account number with limited account features enabled ❑ Landlord —convenient account access using name and customer number ❑ Bill Details Summary by Service - dashboard widget ❑ Enhanced Budget Billing Support — ability to suggest a budget amount and show budget billing amounts. ❑ Enhanced Payment Extension Support— ability to suggest a minimum amount and promise to pay datewith email confirmation. Proprietary & Confidential January 27, 2020 Page 34 of 37 25D-98 Statement of Work for enQuesta v6 Upgrade ❑ Enhanced Notification Integration — supports enQuesta notification settings for communication preference and notification subscriptions where customers can update their enQuesta profile details. ❑ Enhanced Optional Personal Information Integration — supports enQuesta extended contact and additional information where customers can update their enQuesta profile details. User Registry & Security Module ❑ User registration and profile management. ❑ Single login for multiple account and meter holders. ❑ Ability to auto -link related accounts or allow customers to select accounts to link to their user profile. ❑ Access code and password expiry controls, notifications and recovery support. ❑ User classification and group profiling for enhanced role -based application security. ❑ Guest Access invitations, registration and management. ❑ Manage Notifications/Alerts ❑ Usage/Budget Thresholds ❑ High Usage / Leak Detection ❑ Current / Unplanned Outages ❑ Report Subscriptions ❑ Manage Consumption Report Subscriptions. ❑ CSR customer impersonation support and management. ❑ Site usage tracking and key statistics dashboard. ❑ Full user -click audit logs and user profile change logging. ❑ Fully responsive and adaptive web design with Mobile support. ❑ Portal themes for enhanced personalization. ❑ System Administration: ❑ Portal Management: ❑ Portal Statistics Dashboard ❑ Customer Messaging Center Management ❑ Site Navigation Management ❑ Site User & Access Control Management ❑ Online Payment Transaction reporting ❑ User Activity Reporting ❑ Content Management: Proprietary & Confidential January 27, 2020 Page 35 of 37 25D-99 Statement of Work for enQuesta v6 Upgrade ❑ Multi-lingual support. ❑ Accessibility Compliant. ❑ Mobile Application: Mobile app downloadable on iTunes and Google play store. ❑ OMS Module ❑ Customer Collection Notices viewable online Proprietary & Confidential January 27, 2020 Page 36 of 37 25D-100 Statement of Work for enQuesta v6 Upgrade Customer: By: A2ii Title: Willard V. Holt_ Treasury & Customer Services Manager Date: Systems and Software: By: Title: Cameron Mahbubian Executive Vice President Date: 213 IZoao Proprietary & Confidential January 27, 2020 Page 37 of 37 25D-101 ATTACHMENT A enQuesta Version 6 Upgrade Pricing Sheet Systems & Software Prepared by Shannon Martin, Date: December 12, 2019 Revised: January 27, 2020, Pricing Expires from 3/13/2020, 45 Calendar days from 1/27/2020 Yes On Premise Server If your servers are hosted on premise, S&S will $15, Upgrade (Legacy work with you to order and provision the Version 4.5 to Version equipment needed to keep you current, backed 6) up and running efficiently with enQuesta Version 6. See below under optional services if Santa Ana desires to migrate to the Cloud. Required Practice and New An onsite demonstration will be given of the a res Review (BPR) Version 6 new features and a review of your icy Version 4.5 to enQuesta best practices and pain points will be ran 6/ conducted to ensure that you are taking full advantage of Version 6 and existing enQuesta features. New features demonstrations and a best practice review will be conducted in each business/functional area using enQuesta, including the full module list shown below. New features to be used and enQuesta process changes will be documented for configuration and testing purposes. Account Management, Document Designer Utility Billing, Job Scheduler, Rate Management, Financial Management, Skeletal G/L, Credit & Collections, Device Management, Workflow Scheduling, Work Queue, Security C15& Auditing, Admin Portal, Reporting—Cognos, Customer Self - Service (WebConnect). NOTE: this is not full business process analysis where we cover every business functional area of your Utility (which is listed as an optional item below). Rather Santa Ana would be expected to provide a list of inefficient areas or challenges to serve as an agenda for the BPR sessions. 25D-102 Data Mapping and Data mapping for New Features, Data Cleansing $46,800 SO SO $46,800 Conversion / DBA and Execution of Conversion Iterations will be Services (Legacy executed by our Implementation Consultants, Version 4.5 to Version Conversion and DBA Leads. 6) - Certain New Features require data mapping rules to be discussed and established for converting from existing Version 4 to Version 6 data structures. - Data Cleansing scripts will be run and a cleansing plan will be provided for general data auditing/cleansing purposes and also to ensure data integrity and compliance for Version 6. - Four Conversion Iterations (two test conversions, one conversion for Simulation/UAT and one conversion for Go -live) will be run, validated and balanced to prove out data cleansing activities and a successful cut over to Version 6. Balancing activities include account -by - account data validation, reconciliation of system counts between Versions 4 and 6, and bill parallels. -Test/train refreshes will be performed as needed along with merging and maintenance of ongoing Utility's Version 4 configuration with S&S Version 6 configuration. Required enQuesta Product S&S Implementation Consultants will configure $15,600 SO SO $15,600 Configuration & Unit the Version 6 target system according to the Testing (Legacy Version decisions made re: New Features to be adopted 4.5 to Version 6) and business processes that require changes. Unit testing will be performed to ensure changes are ready for Functional and Integration testing. Required Version 6 Deployment S&S Deployment engineers wi I deploy enQuesta $11,700 SO SO $11,700 (including Interfaces version 6 to production, test and train and Santa Ana -specific environments as well as fix packages to all programs) (Legacy environments during the testing phases. Version 4to Version 6) Additionally, S&S Implementation Consultants will review current interfaces and Santa Ana - specific programs with Utility to ensure a complete and accurate list is made. S&S interface specialists will then ensure interfaces and programs have been upgraded to work with Version 6. Unit testing will be performed to ensure changes are ready for Functional and Integration testing. Required enQuesta Analytics AnS&S Report Architect convert Version 4 $9,750 $0 SO $9,750 Report Upgrades reports to version 6** and provide general user (Legacy Version 4.5 to support over the course of the upgrade. Version 6) ** Pricing is based on converting up to 50 reports. If more are needed, effortwill be increased atthe rate of 10 mins/ report. Yes enQuesta Analytics An S&S Report Architect will install and configure $19,500 $0 $0 $19,500 Training and Upgrade to the latest version of enQuesta Ana lytics & provide Cognos 11 1-2 days of training on the enQuesta Analytics new features. Required enQuesta Version 6 S&S Implementation Consultants will provide 3-4 $23,040 $0 $0 $23,400 Core Team Training days of training on the enQuesta Version 6 New Features to the Core Team (not to exceed 20 participants). This training will be provided before Functional and Integration Testing to inform the Core Team how best to test the New Features. cav- Ilia Item Selected? Service Component Description Cost Cost Cost (1st Cost (Service, Required Testing Services (Legacy In addition to providing testing support, triage, $46,800 $0 Year) $0 License, and $46,800 Version 4 to Version 6) fixes and organizational support during Functional and Integration testing, S&S will provide Santa Ana with: - over 500 standard test scripts to use for testing purposes. - an online testing tool to manage testing progress and statistics during the testing phases. enQuesta Version 6 An experienced S&S Trainer will train Santa Ana $10,920 $0 $0 $10,920 Train -the -trainer training resources on how to train end users on the enQuesta Version 6 New Features. Note that this is primarily a training class on how to train small/medium to large groups of staff effectively, versus a repeat or supplement of enQuesta v6 training. It is assumed that the Utility Training resources have attended the enQuesta Version 6 Core Team training. Note that if Santa Ana chooses the optional, full - service End User Training below, Train -the - trainer should be de -selected in favor of End User Training (since we don't do both). Required Simulation / User Combination of onsite and remote S&S project $46,800 SO SO $46,800 Acceptance Testing staff to prepare and orchestrate a go -live (UAT) one month) simulation and for both team to ensure data integrity and accuracy of the conversion / cutover process. After the go -live simulation, Santa Ana staff will execute 1-3 weeks of User Acceptance or "Day in the Life" testing as a final verification of the Version 6 solution. S&S Implementation Consultants will support UAT onsite and/or remotely depending on the project schedule. Required Go -Live (one month) S&S Implementation Consultants onsite during $54,600 $0 $0 $54,600 pre and during go -live to ensure successful launch and support of Santa Ana staff. This will provide greater comfort and ensure Santa Ana team's autonomy. Required Post -Go Live (one Dedicated S&S Implementation Consultants post $15,600 $0 $0 $15,600 month) go -live (combination of onsite and remote) to ensure clean hand-off to our Support department. Required Project Management An experienced project manager will be tasked $92,040 $0 $0 $92,040 (Legacy Version 4.5 to with the execution and expediency of the project Version 6) from start to finish. Required Miscellaneous 3rd Party Various 3rd parties that will be used to $0 $14,400 $4,750 $19,150 Licenses accomplished the work and setup the automation and web conversions (i.e. WebFast, etc.). 25D-104 OPTIONAL PRODUCTS/ MODULES Item Selected? Service Component Description Service Cost License Cost Maintenance Cost (1st Year) Combined Cost (Service, License, Yes New Capricorn Self- This is a new web portal offering that is $100,000 $85,000 $15,000 and $200,000 Serve Portal for Utility completely responsive design and works on all Clients+Admin major web browsers. All base modules are Dashboard included and a more in-depth demo of this can be presented as required. enQuesta Link Mobile $125,000 $77,000 $20t833.33 $222,833 Workforce Management - CIS Module Two way integration with SNA GIs $23,400 $10,000 $1,666.67 $35,067 Bill Print Conversion Moving the current SNA SNA bill print templates $39,000 $0 $0 $39,000 (XML to PDF) from XML to Document Designer (PDF) Cloud Hosting This is taking youremire enQuesta ecosystem into the Cloud. This cost includes Production, Train, Test, WebConnect, enQuesta Link, and NONE C.. . Reporting. Sub -total - Options ro uc s o u $vz, isoo $496,900 TRAVEL TRAVELEXPENSES Service Component Description Cost Cost Cost (1st Year) Cost (Service, License, Required Travel Expenses This typically firms up as we collectively decide N/A N/A N/A Maintenance & Travel) $70,000 how much of this we would like to do on -site vs. remote. Our preference is to allot at least 20 trips and generally we estimate around $2.5K per. DescriptionItem Service Component Selected? Cost Cost Cost (1st Year) Cost (Service, License, and Sub -total -Travel $o $o $o Maintenance $70,000 Total - Base Upgrade with Options, Travel, and MN $719,550 $186,400 $39,500 $1,018,560 PREFERRED In the spiritof ourenduring partnership S&S is ($71,760) N/A N/A ($71,760) PARTNER willing to help subsidize and absorb the cost of number of tasks and elements to help Santa Ana DISCOUNT take advantage of our modernized application suite and tech stack. Grand Total - Base Upgrade with Options and Travel (after Discount) $647,790 $186,400 $39,500 c� "Maintenance not in the total. ($27,250 billed as additional Maintenance at signing) Status in the Future / One Time Investments - Detailed Pricing Footnotes t -This is an estimated number for budgeting purposes only. If SNA wants to move forward with this project there would be an analysis/discover on modules/self service required. * - 1st Year Maintenance charges consist of Misc. 3rd Party Licenses ($5,700), enQuesta Link Mobile Workforce Management ($25,000), GIS Module ($2,000) totaling $32,700 in charges that will be prorated two months given a 3/1/2020 contract start date to $27,250. The Capricorn maintenance of $15,000 is not prorated as it will not be incurred until approximately October of 2020 bringing total 1styear maintenance charges to $42,250. Please Note: The Pricing Sheet includes costs of Phase One, Phase Two, and M in a ce f r tYea r. Support & Maintenance for years 2to 30 of Agreement are expl' Hi 'bit l" ATTACHMENT B enQues ta'"New Feature List low &Software enQuesta 5 en QuestaTM New Features and Modules List 0 Systems & Software Document Version: 1.5 426 Industnal Ave - Suite 140 Williston, VT 05495 800 / 242.9080 (Main) 802 / 865.1170 802 / 865.1171 (Fax) www.ssivt.com Property of Systems & Software, Inc. 2 5�o=fq�1t{pl enQuestamNewFeature List Documentation © 2019, Systems & Software, Inc. Trademarks enQuesta TM is a trademark of Systems & Software, Inc. Microsoft®, Microsoft Windows®, and the logo are registered trademarks of Microsoft Corporation. Cognos® and the ImpromptuO logo are registered trademarks of Cognos Incorporated. Oracle® is a registered trademark of Oracle Corporation. All other product names are trademarks or registered trademarks of their respective companies. Rights The software described in this document is furnished under a license agreement with Systems & Software, Inc. The software and related documentation may be used or copied only in accordance with the terms of that agreement. Any unauthorized duplication or use of this software, in whole or in part, in print or in any other storage retrieval system, is prohibited. Except in strict accordance with the provisions of the license agreement, no part of this document may be reproduced, transmitted, transcribed, stored in a retrieval system, or translated into any language in any form by any means without express written permission from Systems & Software, Inc. Information in this document is subject to change without notice. Document Revision: 1.5 S & Software 25D-107 Property of Systems and Software Inc. enQuestamNewFeature List Systems & Software To Our Valued Customers We are delighted to offer you this summary of the added functions, features, and benefits gained through enQuestaTM Version 6.0. Please take some time to read through this summary to determine how these features could benefit you. Then talk to your Systems & Software representative to discuss how you can upgrade to enQuesta Version 6.0. Confidential Material Enclosed — This document includes information that Systems and Software, Inc. (S&S) considers confidential, trade -secret, and proprietary information. Note — Please refer to your upgrade contract for specific features to be included in your install. Some of the features discussed in this Feature List might require additional fees for third -party software, additional enQuestaT module licensing, and/or implementation services. Property of Systems & Software, Inc. 2 5 d-f169l enQuestamNewFeature List teems & Software CONTENTS CONTENTS......................................................................................................................... 4 Definitions........................................................................................................................... 6 About enQuesta Versions..............................................................................................6 1. Customer Service, Call Tracking & Inquiry .................................................................. 7 StandardFeatures..........................................................................................................7 OptionalFeatures.........................................................................................................21 Optional with License Features....................................................................................26 2. Work Flow..................................................................................................................... 33 StandardFeatures........................................................................................................33 OptionalFeatures.........................................................................................................42 Optional with License Features....................................................................................45 3. Pre-Billing..................................................................................................................... 48 StandardFeatures........................................................................................................48 4. Billing, Budget Billing...................................................................................................52 StandardFeatures........................................................................................................52 OptionalFeatures.........................................................................................................75 Optional with License Features....................................................................................80 5. Cash / Payment Processing..........................................................................................84 OptionalFeatures.........................................................................................................84 Optional with License Features....................................................................................85 6. Credit & Collections......................................................................................................87 StandardFeatures........................................................................................................87 OptionalFeatures.........................................................................................................99 Optionalwith License Features..................................................................................102 7. Reporting.................................................................................................................... 103 StandardFeatures......................................................................................................103 8. Security and System Administration.........................................................................106 StandardFeatures......................................................................................................106 9. WebConnect and PayConnect....................................................................................108 OptionalFeatures.......................................................................................................108 25D-109 Property of Systems and Software Inc. enQuestaTM New Feature List Systems s Software Optional with License Features..................................................................................112 10. Technology & Web Services....................................................................................117 StandardFeatures......................................................................................................117 11. Meter Management....................................................................................................124 StandardFeatures......................................................................................................124 OptionalFeatures.......................................................................................................129 12. New Sites, Permits....................................................................................................130 StandardFeatures......................................................................................................130 APPENDIX A — WORKSTATION SPECIFICATIONS for enQuestaTm 6.0.................... 131 APPENDIX B — TECHNOLOGY STACK for enQuestaTm 6.0....................................... 132 Property of Systems & Software, Inc. 256 =fM enQuestamNewFeature List S & Software DEFINITIONS Following are the new features available in enQuestaTM versions 4.1-6.0. Each feature is defined as Standard, Optional, or Optional with License. To ensure accurate understanding of the features listed, Systems & Software offers the following terminology definitions: Standard Feature: a feature that is readily available in enQuesta. This feature is setup as part of the upgrade implementation, and the functionality is included in standard upgrade educational materials and instruction. Optional Feature: a feature that exists in enQuesta and doesn't require additional licenses, however additional services could potentially be required to implement the feature; to include: • Business Process Analysis • Configuration • Conversion • Programming • Training • Documentation Optional with License: a new product offering within the enQuesta application suite, requiring additional licensing considerations and costs. About enQuesta Versions This guide mainly lists new and notable enQuesta features beginning with the enQuesta 4.1 maintenance release of 6/12/2015 up to enQuesta 6.0. In some cases the list includes earlier features (such as IVR Screen Pop), usually because the feature is noteworthy but had not been previously publicized in earlier versions of this document. Note that the previous enQuesta version numbers 4.5, 4.7, and 5.3 have been realigned for clarity: Version Previously Known As Is Referred to In This Document As 4.5 5.0 4.7 5.5 5.3 6.0 25D-111 Property of Systems and Software Inc. enQuestamNewFeature List Systems a Software 1. CUSTOMER SERVICE, CALL TRACKING & INQUIRY Standard Features Feature version Application Functions and Benefits PDF and Excel List Enhancements 4.1 All Lists Now Include Account Details — When creating account -level Excel and PDF lists from Inquiry (as for ('a - = Summary_Hi4 HOME I INSERT PAGEIAYOUT R)RMUVd DATA RENEW VIEW Summary History, Payment u Cut Arial ip/_ Mf'NmPT Details, Usage Details, and CB COPY - Workflow Details), enQuesta _ +Poimat Palmer B I y- 4-1_- P-A- — —�._ �Mmge now displays a header of ni,,- a �, -- - customer information - I t` 5, 5- (Account Number, Customer n B C B E Name, Service Address). 14 Summary History z Excel performance has been enhanced to include fixed 4- Amount „-949a3o2 elements. Spreadsheet 5Customer RLBAGARIDS 6—Add.. 75'E 5TH ST values are now in �05ACP'91'0 numerical/currency format. e- 9 Train Date Amount Balance 10 CK 10/18/2006 $5.58 11 Bit l 10116190(tfl ($S SR) 12 BILL 9/14/20W ($5.58) 13 CASH 8/30/20W ($100.00) ($5.58) 14 BILL 8/15/20W $94.42 15 BILL 7/19/20W $25.54 $9442 16 BILL 7/13/20W $68.88 $E8.88 17 CASH 7/5/20W ($5153) 18 GASH 5/15/20W ($4300) $51 J3 19 BILL 6/14/20W $52 18 $94.53 20 BILL 51152OW 51321 $42 35 21 CASH 5/8/2006 ($30.00) (o Ell 22 BILL 4/12/20W $2456 $29.14 1 I Summary History C Enhanced Controls for Display of Social Security / 4.1 All Inquiry Portal has been Driver License Numbers in Inquiry enhanced to allow for the configuration of how the Social Security Number and Driver's License display. Now you can choose to display - Full SSN only - Last 4 SSN - Only Driver's License - Neither Reference: Control Code 487 Property of Systems & Software, Inc. 2 5 d-V, Y enQuestaceNewFeature List 5 &Safiware Feature ve,soa Application Functions and Benefits Advanced Account Search 5.0 All Advanced Search provides a quick and powerful way to locate customer accounts. In a way similar to a Google ^A-'.- _ ® O ®® search, every keystroke sends a new search to the server. The result list narrows as you •-.- type. If the desired result is not .. yet within view, simply keep typing to refine the search. = The goal is to find the desired - mounts displayed n.,a tnaa,s as r.a account without having to 9 q,z lathe at" field. scroll or page through results. Advanced search allows for = partial names to be entered. For example "jo" will return "jones," john," or "journal st." Behind the scenes Advanced Search is creating a wildcard query so you don't need to completely type everything you are looking for. For example: - "'jo" is searched as jo'." - "jon sol" might be all that is needed to find customer Jones living on Soldano Ave. You can also add filters to your search or search specific data fields (for example, Social Security # or Social Security Last 4) rather than all fields at once. If you run a particular search repeatedly, you can even save it for either shared or personal re -use in the future (other users must share your same Inquiry Portal view). 25D-113 Property of Systems and Software Inc. enQues ta n' New Feature List Systems & Software Feature version Application Functions and Benefits Notepad Expiration Date 5.0 All Want to place a time -limited note on an account? Now Notepad Types can be configured to receive an optional expiration ®...r.. �- date. .mm O4 P w o0 0o On user -defined notes. Expiration dates can be set up .,. _-����•�� at the time of note creation. �._ e..>.... ...,.... i , ._.... All system -generated notes will also an expiration generate date if the Notepad Types _' J Expiration Days are configured to expire. Even if a note expires you can still view it by placing a check mark on the Notepad screen at Show Expired Notes. s re me moo o� o m_ o0 - vy,.ya.�OO l Pn [9Nmm C meY.• �4 0 N.. va.0 .uw o°w..suwir.snn. 00 MMM F__­ 7 7 c� Property of Systems & Software, Inc. 2 5 d-'1 1 X" l 9 enQuesta'n"NewFeature List 5 &SSoftw Feature ve,5o� Application Functions and Benefits GL Batch Drill Down 5.0 All This new Accounting inquiry / report drills down from GL batch number to CIS detail data (such as is found on the 29Mh 1^9ury DH1ldewn o. 6 * Billing Register). This interactive reporting feature lets you scrutinize G/L records down to individual transaction m� c- P� d a ° >`�a°a ° a�a records for specific accounts. Rd— 1W 1 /` � �. _� teary°° w12 ,.°° ° A G/L batch is created when- q 1<°s°° 1 82°20 ever an enQuesta update is W" cc 3'0500 n <,.°0 0.0° >_°° run. The G/L Batch Inquiry Drill WA 14°5°° 11 WA 1,5'e0.98 0.°0 °.°°-t518.9° 145.00 °° Down lets you: °W° ,°_°° 13,0° View all the different =5113 11 09° 1°° ° 1.° enQuesta Account Type/Account Code charge combinations ..1.°o° ­,a°.=o -7 ® ®n "_'y (reference numbers) A Eg comprising the selected G/L batch's charges. Within each charge 1 P5. m aaC[a "w;po. reference number, view all G/L account codes and their corresponding debits or credits. This also 1, normally displays in 11 W-3—RDB—A b 1741 relevant G/L journals. Cross check for each reference number charge the total of G/L debits or o "Export to Excel" if desired credits vs. the total of corresponding CIS History transactions (such as Billing History or Cash History transactions). These should have oppo- site signs and net to zero. - Download/open a CSV file providing an account -by - account breakdown of all the enQuesta CIS history transactions for a selected reference number within the selected G/L batch. 10 Property of Systems and Software Inc. 25D-115 enQues ta m New Feature List Systems p. a Software Feature Version Application Functions and Benefits Process Assistance Search 5.0 All Process Assistance topics are quick process -reference documents available by clicking the "file cabinet" icon ^w n at the top of the Inquiry screen. Version 5's new Process ow-wwl..[w Assistance Search feature helps users locate the topics � they need faster because it Jme.wemnown b°• « �[ searches full -text inside the documents themselves. In addition to the expanded base set of almost 300 topics supplied by S&S, your utility m,��Mdf can add its own topics in any of the following formats: n;; „,� w°`• - Microsoft Word ..w,.wwJe... (DOCX, DOC) - Adobe Acrobat (PDF) ® 2 4�w HTML documents created using enQuesta's integral HTML editor You can navigate directly to a -.•• -•T-- •� Process Assistance topic by v ^� - . 'A ; clicking its link. What is the Billing Validatur? c-0rkWpP �mMBR 9'/JMb °w �JIIE6X Pa[I se.m„nEJvbfS[PnlR llryumm[ •mn •e.uptivmisbeSwry). . weCewe➢s BE vg :laYom Xn/axuo... NSW xw, iCrnYa Blig VYCb. r[eMWeawJ rtwMgeMmMRew ME]ewory Me vN Ir mnW[JNpmnnbeaMwYO®I'rt. Property of Systems & Software, Inc. 2 5 d-V, 9" 11 enQuesta^'NewFeature List 5 &Software Feature version Application Functions and Benefits Display PIN Number in Inquiry 5.0 All In the past it was possible to store a PIN number or password on: The CIS person record The Customer Master (account) record ®-A However, there was no auto- " " " matic way of displaying this information; the CSR would need to open one of the above maintenance screens to view the PIN. .. "° What's new is that enQuesta ^ ^ o can now display a PIN/Password automatically as a pop up when pop the CSR opens an account. Quick Search for Phone Number 5.0 All The Inquiry Portal Quick Search feature has been enhanced to allow look ups by phone numbers. o v4 5 Development - 45 as kryan Quick Seorch: Phone Number With 9aknee Account # Customer Name With 9aknce ERT # "WC Premise # e Mailing in Ere Of Meter A — Meter Manufacturer # Dw Phone Number With 9aknce Sec¢ r9its z To. - Man & Parcel ID # II cro.r;r Display Unused Applications 5.0 All The Inquiry Portal configuration now provides the option to display all applications, even those for which an account has no services. With this option, an account's service-less/item-less applications would display grayed -out links until a service or item is added. enQuesta would create the customer master records for all services available even if the customer 12 Property of Systems and Software Inc 25D-117 enQuesta'"New Feature List Systems v. & Software Feature version Application Functions and Benefits doesn't have that service. Only the services that have (Services/Items) will be highlighted. Search Accounts by Secondary Party 5.0 4 If desired, enQuesta's Advanced Account Search can be config- ured to allow filtering for °Y h hb, q Q secondary party (for example, LL„_t cotenant, relative, third party, etc.). rYtm° Cw°na LI m. Lin.e.. 25s Ln�V I iane ni�R r..s.w.cm L � I •we = Cyr L,ucme� r..os..ronnviam.+nw®r I serKn f uwmn LRn�� rw,nwxrn.. f Driver License Masking During Inquiry Lookups 5.0 All enQuesta was enhanced to provide additional security for doing look ups by Driver's Licenses that allows only the first 5 characters to display with the remaining characters masked. Contact S&S for information about this enhancement and configuration of the new Control Code (612). Property of Systems & Software, Inc. 2 5 d-V, 9" 13 enQuesta'"NewFeature List 5YS& software Feature ve,so� Application Functions and Benefits Secondary Party Fast Facts and Alerts 5.0 All Secondary party types can now be configured to display Fast Facts and alerts in Inquiry. For seasonal alerts, Fast Fact wording can be configured to - ;- change according to the w n configured "Valid" and "Invalid" ... ._.._ season dates. ....... '17 ri® aw. , 14 Property of Systems and Software Inc 25D-119 -1 Systems . a Software enQues ta n' New Feature List Feature version Application Functions and Benefits Data Encryption for Sensitive Data 5.0 All enQuesta has been enhanced to encrypt all Social Security —TIN data within the enQuesta database system. Lookups for Social Security, both full and "last 4," have also been changed to require an exact match before displaying accounts. Data is encrypted at rest. Moderated Token Selection During HTML Template 5.0 All Tokens are used as place - Editing holders for account -specific information when you compose HTML templates for various . �..," -° types of notifications and WebConnecte-mails. Because some tokens should only be used in specific types of messages, it was sometimes confusing which tokens were applicable for a particular type of message. / Now the enQuesta Content G Editor (where you compose notification templates) provides an Insert Token function that moderates the available tokens into a drop -down list sorted by "domains" clarifying where the tokens are applicable. Typical domains group tokens for: - Global Notifications (tokens are suitable for all standard - - notification messages) , - WebConnect E-mails amp - Bill -is -Ready Messages - Work Order Status Messages Pre -Paid Messages (utility specific) Property of Systems & Software, Inc. 2 5 d-f,,6l is enQuesta'"NewFeature List S & Software Feature version Application Functions and Benefits Expanded Report Code Functionality 5.0 and All Report fields/codes are flags you 5.5 can set on individual accounts to confer special treatment or pro- vide information. You set them LG ° using work orders. Among other a. ®� functions, report codes can set: Permanent or Date -Depen- dent Markers, Fast Facts, and alerts for special M _: ®° ®> °••o^ o attributes such as "Medical ono Alert" or "Active Military Service' or "Senior Citizen." 0 Stop flags (such as account a protections, Stop Notice, Stop Shut -Off, Stop Penalty) Rate modifiers that trigger special billing rules (in conjunction with the Rate _ - ,•_• w, a �, �, ®© •« �, _� #, , • Algorithm tool; e.g. LIHEAP) aa�e •• .•..•a.•�. New Report Code functionality: �® - Can now be applied across m^ L h` r, multiple applications �r PIN Number Display when the account is opened - Date Control — You can now �. • • set report codes to expire after a specific number of days or to be active only ®_ © HE —= during a one-time or annually recurring date range. This can a° save you from having to — = remove the code by another a work order, and also support seasonal billing and C&C processes.(5.5 up) •�•« ow o. o- m, Report Code —v -- Start/Sto p dates can now be used in Penalties. Shut ® Offs, Notices, and Billing Algorithm Tool. En masse inclusion or exclusion of accounts having any of up to 999 report codes during individual notice 16 Property of Systems and Software Inc 25D-121 enQues ta m New Feature List Systems v. & Software Feature Version Application Functions and Benefits calculations (by using Report Code Exclusion/Inclusion Sets). (5.5 up) Benefit., More granular control over report -code -governed processes. ABILL-Type Adjustments Can Now Generate 5.5 All See the description on page 69. Explanatory Letters to Customers Retail Choice / Customer Choice Fast Fact with 5.5 Electric The Inquiry Portal has been Supplier Number Gas enhanced to display Retail Choice Fast Facts for utilities with Retail Choice / Customer Choice functionality. Hovering over a customer's Retail Choice Fast Fact displays the supplier name and telephone number. Clicking on the Fast Fact pops up a screen showing the customer -choice -transaction history (so the CSR can review history of enrolls/drops/rate changes). Only for utilities with Retail Choice / Customer Choice. For more about enQuesta's Retail Choice / Customer Choice supplier management option, see page 82. Configurable Display of Balance Breakdown Codes 5.5 All This Balance & Status screen in Balance & Status Screen enhancement makes the display of Balance Breakdown Codes on Inquiry's Balance & Status screen configurable. Utilities can choose to display or to hide the drill -downs showing the Balance Breakdown codes composing each application. Contact S&S for details. Property of Systems & Software, Inc. 2 5 d-', ,Y 17 enQuesta'"NewFeature List 5 &Software Feature vesm� Application Functions and Benefits Scalable Inquiry Portal Display 6.0 All As devices and displays become more diverse (larger monitors, tablet devices), so should your CIS. enQuesta 6.0's Inquiry -,- •- -.., Portal has been redesigned with .:.. ,,w..., ,�,,,�,�, - a resizable layout to leverage _ the various devices and display "' sizes preferred by the individual --- - ._ users. — Note: Post 6.0 point releases will - _-..: ... enhance this feature beyond — " - - resizable layouts to responsive - HTML layouts. Responsive Design from HTML5 V6 All A number of enQuesta screens Point have been and are continuing to Release be redesigned with a responsive HTML layout to better support the various devices and display sizes preferred by the individual 19 users. 18 Property of Systems and Software Inc. 25D-123 enQuestan`NewFeature List Systems & Software Feature version Application Functions and Benefits Redesigned enQuesta Menu System 6.0 N/A enQuesta 6.0's redesigned menu system allows quick retrieval of enQuesta programs ® -. =,.___ __—._r,.__ __—v-_—_,—._ — and screens based on the specific operator's security level. '- New functionality includes: ---- -- - e Tree-likeStructure- -_ Collapse or expand menu _ :I folders with a click. Search Capability— _ Type a word (for example, "deposit") and enQuesta =- displays all menu items - — containing that word. - Customizability — _. Users can create their own favorites by dragging and dropping any program items from the menu on the left to _ the Favorites bar on top. Security -Contingent _ Functions — Utility Admin personnel can right click _ .oa,.a„.,.,.. items to see which operator last ran a program and when. Benefit: A more logical, intuitive, and easier -to -navigate menu system. Operators can °-� customize their screens to their own responsibilities and managers can keep apprised of program and run sheet status. m_ Property of Systems & Software, Inc. 2 5 d-'W" ' 19 enQuesta'"NewFeature List 5 &Software Feature ve,sm� Application Functions and Benefits Rich User Interface Functionality from GXT 4.0 6.0 All State-of-the-art interface (Google Web Toolkit) and PrimeFaces Component technologies such as the GXT Suite 4.0 Google Web Toolkit and PrimeFaces Component Suite will enable enQuesta to display v 19 a more robust variety of interac- tive graphic display areas. FSenk Jores sxtta.ao vsw: acv rmw m..ert..� m vnm. assma..: dam Q AmwMA'a9 Balanws C1.91S¢R jSEYItt OiEPis wn°an v kwa $5235>nm...mw A e� �5 x ux�xmixmnsxss u n s w .s x 7 ... 20 Property of Systems and Software Inc. 25D-125 enQuestan`NewFeature List Systems a Software Optional Features Feature version Application Functions and Benefits "What If' Rate -Change Inquiry 4.0 All Available from the Billing tab's drop -down selector, this function lets you test whether, for a billing date you select, a �„ 11 311111)y Sw^all„ n o: • _, °,,.,,,�„•, ,•,,,",n �, , m".n �� different rate would have increased or decreased the billed amount. You can use r. --• "^ '° "�u this information to assist the " ^ customer in a rate -change ® decision. For example: Deciding whether a switch to a Time -of -Use rate would be more economical based on their usage history. When analysis is complete, enQuesta displays: iwlow)xeaG Mryn:3e.n - A summary block in the upper right indicating whether the total bill would have increased or decreased, and by how much. - On the bottom, a more detailed comparison of both usage and non -usage - related charges for the current rate vs. the projected rate. Your utility may also offer What If comparison functionality directly to your online WebConnect customers. Additional professional services are required to implement this feature at your organization. Please see your sales representative or account manager for details regarding scheduling and pricing options. Property of Systems & Software, Inc. 2 5 d-f,,9l 21 enQuesta'"NewFeature List 5YS& software Feature version Application Functions and Benefits IVR Screen Pop: Auto -Loading Inquiry Records V4-V6 All The enQuesta IVR Screen Pop from Incoming IVR Calls application enables each CSR workstation to display an IVR caller's account information in Inquiry automatically if the caller jjAugusta Wat SCREEN POP requests to speak with a CSR Quiek secreh: and the CSR accepts their call. Account # WATER SEWER STORMWATER enQuesta Screen Pop Client is a - Windows® desktop application summary Bataoce stat I Billow Payme — that integrates with your utility's IVR telephone system. When THOMAS MATTHEW AINOR Aunt s-osiami balance and credit5ummary the CSR accepts a transferred Active code ♦10 Mauro. sa.,Y s�wacnde eoRAut call from the IVR system, the Y Sodal semnty =====ses8 ActuM currerct IVR Screen Pop function Past°ue enables the IVR Vendor Fast Facts Actual Due software to send the caller's owner Pendirw ChaMes Les PaMen4 NON TAXABLE SrA= Net Balance Due customer account number to enQuesta for automatic loading in the enQuesta Inquiry Portal. The IVR Screen Pop's Inquiry display provides you with the same functionality normally available from the standard enQuesta Inquiry screen except access to enQuesta menu screens. To access enQuesta J Sean�O-klor, P Jsamwn ® $S ,.ais"0 T020AM menu -screen programs, you still need to use the standard nArs non ffoAer when you have accepted d enQuesta application. cult but not viewed it in Screen Pop inquiry. And if you need to accept your next call before completing your Inquiry Record Queue from IVR: previous call's enQuesta screen work, the Screen Pop applica- 1-0.775._4M tion even remembers the new 1-0566.303 call's account number so you 1-3551}.3Ua "� can load its associated account Ses . 'PJ 12:04 PM screen later when you are ready to do so. Recent enhancements added to the Screen Pop functionality (from 2016 on) are: - Inquiry Record Queuing — For busy occasions when an operator accepts multiple calls but does not have the time to view all the associ- ated accounts at first, enQuesta displays a queue 22 Property of Systems and Software Inc 25D-127 enQues ta m New Feature List Systems v. & Software Feature Version APPII=a"on Functions and Benefits list to catch up viewing these accounts in Inquiry. - Screen Themes — Boldly differentiated screen skins are available to help users more easily distinguish IVR- initiated Inquiry records from CSR-initiated records. - Multi -Port Capability for Use in Virtualized Environments Such as Citrix — If multiple users' enQuesta sessions run off the same server, sharing the same server port is not permitted by Windows. This new feature allows you to override the default port automatically (using an environment variable such as the user's telephone number) or manually for each user. - Enhanced Security — Other workstations are blocked from connecting to a user's Screen Pop client. Connections are local host only. NOTE: Additional services and scoping are required for this feature. Contact your sales representative for details and pricing. Spell Check for Notepad 5.0 All enQuesta Notepad can be optionally enhanced to provide spell checking functionality. NOTE: Additional services and scoping are required for this feature. Contact your sales representative for details and pricing. Property of Systems & Software, Inc. 2 5 d-f,,9l 23 enQuesta'"NewFeature List Systems " s Software Feature verso Application Functions and Benefits Storage, Retrieval, and Delivery History for 5.0 All If a utility uses the enQuesta enQuesta-Generated Documents Document Designer tool to create documents (Letters, Work Orders, Bills), these documents can now be viewed in PDF Workflow o format directly from the Inquiry can Traddr iLetter Generaton Portal — in context of the Call TradargJLettar History account being viewed. The display includes details such as ro complaint Delivery Methods (E-mail, complaNt History Paper, Text), Delivery Dates, Web6onnect Open service Reports. and Statuses. In addition, the Communication Prefuence History CSR is able to resend the documents directly from the �pmmentoe als Inquiry Portal interface. .. omens smoa.m� N -..... :YwAM9v.. 906 ••.••. IXIti54Y9W3 '.m 6vhnlm laml�rs �® �« v1 j{I 24 Property of Systems and Software Inc 25D-129 -r Systems J , a Software enQuesta'"New Feature List Feature version Application Functions and Benefits Green Button 5.0 Electric See page 129 in the "Meter Gas Management' section for a description of this feature. Property of Systems & Software, Inc. 2 5 do-ffl6" 25 enQuestao'NewFeature List Optional with License Features 1310, S & Software Feature version Application Functions and Benefits Notifications & Communication Preferences 5.0 All You can now offer your customers the option of receiving account -related reminders via a range of v communication methods, including: - e-mail �., - paper m - SMS Text Messaging This versatile Notifications functionality is supported via - both Call Center input from the Inquiry Portal in enQuesta and Customer Self -Service input in WebConnect. enQuesta Notifications is integrated with the enQuesta - Work Order, Letter Generation, Permits, and Backflow run sheets. In addition, we have included r powerful 3rd Party and Co- _, tenant functionality to ensure W - - that the complete range of _ ..a. •��• ,®,,,,„�„„,,,� o ,,� _ n,,, account relationships handled by o the utility is covered. At setup your utility defines the types of notifications offered (such as Bill is Ready, Notices, and Account Correspondence) and defines for each those communication options to display as options for CSRs and WebConnect users. (Please note: SMS capability is dependent upon the utility having a relationship with 3rd party vendor. Integration services are not included in the standard SOW. S&S can recommend providers we have worked with in the past.) 26 Property of Systems and Software Inc 25D-131 enQues ta n' New Feature List System & Software Feature Version APP"0d"on Functions and Benefits Enhanced "Print" Steps Now Support E-Mail, SMS 5.0 All Formerly print -only processes Text, and IVR Notifications such as the Work Order Control Sheet/Print, Letter Extraction Run Sheet, Permit Control Worksheet, and Backflow letter ' extraction now have a Print / Email field supporting paper and �- electronic output options. Prior to 5.0, users could e-mail individual documents only, via the F9 key from a work order. Now Work Orders, Letters, c Permits and Backflow can e-mail, text, or send IVR messages en masse. The new Print/Email field lets oa you control the output(s): 1 —To honor Communication Preferences by printing for �.rM °r�rM �•� ° recipients who requested paper veeren mwnla wrpen ercarery -.,,�m="•ab. r,. and generating electronic messages [e-mail, SMS/rext, IVR, etc.] for recipients who This feature is an important part of enQuesta have so requested. notifications. Seethe Notifications Basics and 2 — To honor Communication Setup Guide for more information. Preferences for electronic messages only (not printing any document to paper). 3 [default] — To print all docu- ments (disregarding Comm Preferences). This prints entirely to paper. 4 — To honor Comm Preferences for electronic messages, but print documents for all accounts regardless of whether paper was requested. 5 — To voice -dial accounts with phone numbers but NOT PRINT. NOTE. Electronic outputs are limited to those communication methods contracted for by the utility (for example, texting through an SMS-Text vendor). Contact S&S for assistance. Property of Systems & Software, Inc. 2 5 d-ffIY 27 enQuestaci`NewFeature List 5 &software Feature version Application Functions and Benefits NOTE: Additional services and scoping are required for this feature. Contact your sales representative for details and pricing. SMS and IVR Integration services are not included in the standard SOW. E-Mailed Notifications if Job Scheduler Tasks 5.0 All See the description on page Exceed Configured Time Limits 119. Shut Off Notification 5.0 All A utility customer can now receive a notification when their account is turned on or off. 28 Property of Systems and Software Inc 25D-133 enQues ta m New Feature List Systems v. & Software Feature Version Application Functions and Benefits Payment Notifications 5.0 All See the description on page 86. Redesigned Secondary Party Functionality Now 5.0 All Secondary party types are now Integrates with enQuesta Notifications integrated with the enQuesta notification system. This is because, while the account holder is usually the notification recipient, notifications can also _ be sent to secondary parties. Notification setup in the ADM menu now provides enhanced secondary -party controls m. enabling the utility or S&S to define: - Informational Secondary Party types - Types ofthe "Third Party' kind that can receive a copy of account holder documents - "Seasonal" types that activate/deactivate address changes according to a date range configured for them - Associated Fast Facts and/or alerts for Inquiry - Which specific notifications are available for sending to specific secondary party types, and via which media (paper, e-mail, SMS text, voice, etc.) Property of Systems & Software, Inc. n �o=f ti, 29 enQuestaci`NewFeature List 5 &Software Feature version Application Functions and Benefits Whether the secondary M party can open a WebConnect profile online �'•'•'" 9 4] 9 O 6i ] 2 Option to Limit a Notification to Only Paper or 5.0 All Notification setup now lets you Only Electronic Media (or Both) configure the system to allow customers to choose both paper and electronic versions for individual notifications. Alterna- tively, you can restrict the customers to choosing either one or the other (generating an error if they choose both). Inquiry -Based Miscellaneous A/R Interface 5.0 Misc. Your utilitys primary billing AIR activities are for applications such as Water, Electric, or Gas. However, the utility may also * K ° ^ ' '°'b '+- p " b need to bill for sundry goods and — •a services unrelated to these " == mainstream commodities. - M For example: o -r - Poles a - Property -Damage Repair - Hydrants Nmn•hrw Pvwuxe rae. w. .,.,.. - Wire - Employee Insurance Premiums With enQuesta utilities you can now invoice and administer such transactions using a familiar ".### -type customer account 30 Property of Systems and Software Inc. 25D-135 enQuestao'New Feature List Feature version Application Functions and Benefits that is easily accessible from Inquiry. Miscellaneous A/R is ©N ® +° treated as a separate application. Miscellaneous A/R accounts also have their own Online Posting menu accessible by clicking Inquiry's Online Posting icon from any Misc. A/R account. In all, enQuesta now provides easier access to and processing of Miscellaneous Accounts Receivable records. Sundry Upload of Miscellaneous A/R 5.5 Misc. For use in conjunction with the AIR optional Miscellaneous AIR module: If your utility tracks billings outside of enQuesta's direct retail billings (for example, charges for poles, property - damage repair, hydrants, wire, and the like), enQuesta's new Sundry Billing Upload program enables you to enter such charges into a spreadsheet that you can upload into enQuesta. External -Document Management Tool 6.0 All Does your utility need to upload external documents (such as Word, Excel, PDF, or image files) and associate them with specific accounts, premises, or persons? Or maybe your utility's WebConnect customers require the capability to upload relevant documents online? Driver license scans, meter -damage photos, and new -service -related documents are examples of files a utility might want to associate with an enQuesta account, premise, or person. Property of Systems & Software, Inc. 2 5 d5f16" 31 enQuestao'NewFeature List 5 &Software Feature version Application Functions and Benefits e a a-., xi> V a, W ® 9 . This "Upload Document' functionality is available not only to enQuesta users, but - - - also to WebConnect users. For example, a customer might p have a broken meter and want to send a photo of the damage. NOTE: Additional professional services are required to implement this feature. Please see your sales representative or RO account manager for details regarding scheduling and pricing A options. Upload External Documents & Associate with enQuesta Entities 32 Property of Systems and Software Inc 25D-137 enQuesta'"NewFeature List Systems a Software 2. WORK FLOW Standard Features Feature vPf51O" Application Functions and Benefits FOS Operational Queue Viewer Enhancements 4.0 All The FOS Queue Viewer has been enhanced to: - Allow a user to view only AM] related entries. This lets you segregate AMI provi- sioning errors from other FOS operations errors. - Display both the Account Number from the Work Order and the Work Order Type. Note: Interface must have been purchased. Work Order Origin Entry 4.1 All enQuesta now allows you to record the context in which a new work order is created (customer visit, phone call, ,rder system - Meter Ord, WebConnect service request, order Year: 2012 order Humber: 36150 e-mail, postal mail, etc.). A new Entry Criteria SW Enter Origin field to enable this was added to the Work Order orderrvpe t: soa QOO MOVE odim Occur Type l: 0 a Type file. Account a: 0 C. O Fes Cd O q Scheduling Detail View Appointment Origin: M n Pee Dd[25CIIetlnlBtl: Pbane Call a (P Time) `/ q Web SA O� Frnnl Time: EMaa E: Pl4 Pazfal Mail _.. Pub Gfmratvtl __ Person B: rime-Ttru last Issued by: "as t,: [-] inquiry Qvidc Me Notes'. Active Code n status Code 11 currant and new Un,we" narwfer Current cepwit versus adfurd=(T/n) _-pTEl Property of Systems & Software, Inc. 2 5 d5f19" 33 enQuesta'"NewFeature List 0 S & Software Feature vc,so� Application Functions and Benefits Enhanced Application Bump Ups and Sewer 4.1 All enQuesta's Move In/Out process C-MTR Record Management During Account Setup was previously enhanced to (SETA) Work Orders allow for the "Application Setup" selection box to be suppressed. That enhancement has now been further enhanced to check for any service that has ever been billed at a premise, and —if not all of those services are E .a E • °___� active for billing —the "Applica- tion Setup" selection box will always appear. This allows the user to validate that these -- - services truly should be billed or not billed before moving in the ,. � a.Ewlmx.'uwwmnem w- ie nerae°o new customer. The "Application a• v ° ®® Ee Setup" box now contains the billing rate and active code of that service (application), to help LEI.LE`P the user make the decision. 04 �o o°s 6m The main reason for this enhancement is to ensure Sewer will bill (by eliminating the unintentional loss of Sewer a ® C-MTR records), but it is also og useful for all kinds of services. For Sewer C-MTR records ®m added enQuesta now performs added validations to ensure that the billing information is created. If there is a problem preventing this, fatal error code messaging has been improved to provide a wP.°„Q m""mom Fatal Ud2 D2,<rml;Da Ma,r F�K ❑ clearer corrective action descrip- tions. For example, in some " o .. cases a work order may need to 0 be changed on its Vital Informa- I. ,�°„ o lion screen to correct the �e�r'°mero'co• 0 problem. 9 ErtoVmL4an PMudom: Benefit. These safeguards help ensure that new accounts will bill the proper services. 34 Property of Systems and Software Inc 25D-139 enQuesta'"NewFeature List Systems a Software Feature Add PREVIEW Icon to Work Order Printer Selection Window —Webpage Dia4og Print Quick Work Order Order Year 2P15 Order Number B52797 Printer 1 r Email 1 Transfer Customer Information to Another Account without a Move Out Work Order --------- In-- .. w,.. ..... Inquiry Quick Notes: Active Code n OPEN StatusCOdeFG-1 NotPrinted Current and New Deposits Transfer Current DepoSRVersus Refund? (Y/N) N Transfer Cost Info/Dep From Fist N-N� Y-t— Axoun[ # Q ion - New Deposit # O Re d Deposit Deposit Date ., Q Transfer Amt O # of Deposits O New Deposit New sub Deposit FOS Queue Viewer Now Permits Batch Deletions Version I Application Functions and Benefits 4.1 All The option to generate a preview PDF has been added to the Print Quick Work Order pop up. 4.1 All Work Orders was modified to introduce a new customer information transfer option that allows customer information to be transferred without doing a move out work order. You no longer need to have a move -out work order on one account and a move -in work order on another account. Contact S&S Support for information about this new feature. 4.1 All The FOS Operation Queue Viewer was modified to allow deleting by Batch. Note: Interface must have been purchased. Property of Systems & Software, Inc. 2 5 d-U6" 35 enQuesta'"NewFeature List S & 5aftwam Feature vc,:j.� Application Functions and Benefits Collection Agency Records Are Now Editable from 4.1 All See the description on page 87. Work Orders Work Orders - Send E-mails From Mobile Work 4.1 All For utilities having the mobile Order Queue Viewer When Failed Transactions Are work order interface: Written to the Queue The Work Order Queue Viewer program was enhanced to allow utilities to receive e-mail notification whenever a failed transaction is logged in the queue. Note: Requires configuration and purchased interface. Work Order Fatal Queue Now Recognizes Fatal 4.1 All If a work order is coded to auto Orders in Real Time update and encounters a fatal error, it will immediately show on the work queue. In addition, if a work order's only fatal code is "Cycle Lock" it can easily be filtered from the work queue. This eliminates the need for the additional fatal work queue for "Cycle Lock." 36 25D-141 Property of Systems and Software Inc. 141 Systems is Software enQuesta'"New Feature List Feature Version Application Functions and Benefits Work Orders has been Enhanced to Ensure Mailing 4.1 All New fatal codes were added. Address and Owner Address Accuracy Work Order Type Advanced Search 4.1 All When you create a new work order, enQuesta work -order -type selection offers more robust, full- text search capability in which you can search for text located ❑ GUI geMwherL hWp— weepaaeoramy — Work Order Lookup anywhere (not just the first word) Work Order Type Work0oJerpexrilmon i TURN in a work order type's configured number, description, or remark. werkOrder Remark Note: This 4.1-up feature is anticipated in 2017. TUm off Type Group Descripbon Remark " 555 2 VAC TURN OFF Tom offsen,cotoavacant Premise. ` 2 TURN OFF' Tom off service due ro accoent NOpAV in arrears. 677 2 SVC TURN Tum off service prior to major work. Property of Systems & Software, Inc. 2 5 d-UY 37 enQuesta'"I NewFeature List 0 S & Software Feature vc's'.n Application Functions and Benefits Work Order Search 5.0 All Work Order Search enables you to quickly look up — across all enQuesta accounts — all the work order records for any •N .. ® Ire particular: Route or cycle (or one or more p,x9 mramppNgeu«•n xewNgr ranges of routes of cycles) Work order year ..--^^......... ° •..r Work order number (or one or .�...,... ... o �. ,.. : ., more ranges of work order '�'^�•- numbers) ... � f �«PenYxewrt-n Work order type � NYIfW hrudmgf mudr. .4.xlnpanada.vimm.- • Meter or communication device -16enrAePd6Fpevea,me,ex, rPM«« -SHe.T 16e/afYINF3 PfRPI e! FA" " Schedule date or date range 1p1 wu:N" sn«urenmxlrp•Iv prnrnuee«ewxnrempuaem . Application _; Work Order Status. You can also filter simply for orders not - yet in history. • Service area Field worker F�ff�F"I im lM Property class Customer name (across ,-, multiple accounts) _ _ �� ° •P - -«°- Q "= Address (across multiple accounts) After you set your desired • search term(s) and filter(s), �- �o enQuesta lists work orders m satisfying your criteria. This = "°""" "" '°""" • scrollable, multi -column result .e list includes over twenty order parameters. - The search screen provides rm«"„arexxruuuxP«r°,.rnm..ma""a these useful link columns: • [Work Order] Number —Click to display the work order in View mode (read only). • Account Number — This exits you from Work Order Search and takes you to that work orders specific account in Inquiry, where you can perform work -order or other actions as you would normally. 38 25D-143 Property of Systems and Software Inc. enQuestar"NewFeature List Systems a Software Feature version Application Functions and Benefits Work Order Restriction to One Security Group 5.0 All Work order types can now be restricted by employee Security Group. If a security grouping is specified on a Work Order Type configuration, enQuesta permits "'°" "°°" ®� only operators belonging to that security group to run the work ordertype. a oa C1 j--. Pleau Note J Ej ®._ Add Secondary Parties From Move -In Work Orders 5.0 All Now you can also designate i account secondary parties at the Mew Acoaurlt- customer and Mailing Information same time that the new account O Cl d NewAccounl Customer Name: 2nd Party holder is set up. KENNETH BARR O O If your utility permits it, during O CL © New Account Mailing Intormaticn: move -In orders you can use this KENNE H BAAR new field to set up a secondary - party or seasonal address for 500 NUSTIN AVE the new account. Just click the FLM icon and complete the ANAHEIM CA 92607-2564 Customer Secondary Party 714-666-6666 Maintenance screen — right Neal ,,,, nin,- c.....I. from the move order. Property of Systems & Software, Inc. 2 5 d-fiflep " 39 enQuesta'"NewFeature List S & Software Feature vc's'.n Application Functions and Benefits Work Orders Can Now Set Report Code Dates to 5.0 All Work Order Type Maintenance Either the Current Date or the Schedule Date was modified to add a new Schedule Date/Set Date field on WOT page 5. It provides these options for displaying a Report Code date on Customer Master Files: - the System date when the order is run, or - the Scheduled date of the work order Duplicate Work Order Checking Now Extends to 5.0 All A check was added to the work Premises as Well as Accounts order entry program to prevent accidental creation of duplicate work orders on the same premise. Previously this check only prevented duplicates on the same account and did not support split -service situations where, for example, a duplicate order might be inadvertently created for both a landlord account and a vacant tenant account located at the same premise. Notice Due Date and Amount Are Now On the Work 5.0 All By popular request, the Notice Order Secondary File Due Date, Notice Amounts, and Shut Off Date from the Collections Run Sheet (or Billing Collection Events Calendar setup) are now available in the Work Order Secondary File for printing on work orders and letters. 40 25D-145 Property of Systems and Software Inc. enQuestao'New Feature List Feature version Application Functions and Benefits Work Order Type Can Now Include/Exclude by Tax 5.0 All Work Orders was enhanced to District and Property Class allow a Work Order Type to be configured to include or exclude specific Property Classes and/or Tax Districts. When configured to include a specific Property Class and Tax District, only accounts that match the criteria will be allowed to use that work ordertype. Benefit., Ensures that work orders having specificity for a particular property class or tax district are not accidentally run on the wrong accounts. Property of Systems & Software, Inc. 2 5 d-U9" 41 enQuestamNewFeature List Optional Features 130, 5YS& Software Feature version Application Functions and Benefits Meter Orders Can Now Update a Meter's AMI Type 5.0 All See the description on page 129. Work Order Task Routing via Work Queue 5.0 All Some work orders require follow-up tasks outside the work order itself. For example, a follow-up call to make sure a My Work Queue recent complaint has been resolved. Work order types can be configured to assign such tasks to specific employees by work order Query [Type 5101 (3 Items) e-mail and to generate an entry work order Query [Type 500] (B Items) on their Task Routing Work Accounts Viewed by Operator Today (17 Items) Queues. This organizes and Task Routing Queue Entries Assigned To Me (12Items) facilitates follow-up tasks such Task Routing Queue Entries Assigned By Me (5 Items) as: Task Routing Queue Entries By Supervisor (o items) - Calling back two weeks after Task Routing Queue Entries By Group (35 Items) a complaint to ensure that the customer is satisfied - Sending an e-mail - Mailing utility literature / ..,...... a...........a..r r.r o. m..., - s ko documentation Arranging a replacement 14. A;::dmme a W ry refuse bin for a customer w o with a broken bin x°r muarm.w.mn ° ++n mn au ka ko And so on o so Or, the main task of a work order might be complete, but ­ nmu.°„�.,,:w•r�maenn..) o_,o,k„oom secondary tasks remain. I — NO if ci, CPwe Tasks can be reassigned to other users as required. These situations are where the enQuesta Task Routing Work ..,.. Queue can help: It prompts the right employee(s) to execute _ required follow-up action later on :.„m; m,A m n•«wmm — independently of the work order. Contact S&S Support for additional information about setting up this feature. 42 25D-147 Property of Systems and Software Inc. enQuestamNewFeature List Systems & Software Feature Version Application Functions and Benefits Split / Merge Services on Move / Landlord Orders 5.5 All In traditional Move and Landlord type work orders, all service meters move in unison from the existing account to either a • Vacant account, a new occu- w+rwr.w 1uenigoarrzmw +--P— �Ha pant's Active account, or a �• landlord account. . " But what if your utility s "vacant premise" policy is to split some of those services back to the landlord for continued billing, leaving only some services on the Vacant account? enQuesta's Split/Merge Services functions can provide a set of landlord -related orders to manage such "service re -assign- ment" complications as: - Moving services between existing Landlord and Tenant accounts - Creation of a "Vacant Tenant with Landlord" account at the premise when an existing tenant departs - Creation of a Landlord account at the same premise - Distributing (splitting) services/items between these two accounts after a tenant moves out, and - Merging services/items back to the next tenant account when they subsequently move in - Moving services between landlord and tenant accounts (or vice versa) even when no one is moving Additional services and scoping are required for this feature. This feature may require additional data conversion. Contact an S&S Sales representative for pricing and details. Property of Systems & Software, Inc. 2 5 d-U9" 43 enQuesta'"NewFeature List 5 &Software Feature vesm� Application Functions and Benefits Work Order Control Sheet Now Details Which Work 5.5 All Previously the Work Order Order Types Are Printing a Document Control Sheet's report would show the number of work orders processed and the number of work orders printing a document —but not which work order types were printing a document. Now the report explicitly states which work order types are a part of the document print process. Also, any error messages associated with work order printing now specifically mention the affected work order type or document name. Benefit., Control Sheet reports and messages now better support reconciliation and troubleshooting actions. 44 25D-149 Property of Systems and Software Inc. enQuesta'o"NewFeature List Systems s Software Optional with License Features Feature version Application Functions and Benefits Landlord Mass Add/Change 4.1 All Adding, changing, and deactivating a landlord on an account are common processes at utilities. enQuesta supports �"_•� °_ "•_< - w<= <°^^<"" ®® pu both simple landlord mainte- ,.<,° nance situations (where a o landlord might have only one and more complex ­77account) o situations (where one landlord may have multiple accounts). In cases where a landlord is associated with multiple different «°k accounts, enQuesta's mass landlord functionality supports the automatic creation of multiple landlord work orders simultaneously from a single work order. These mass landlord work -order actions include: - Adding a new landlord to one or more accounts at once - Changing or Inactivating a common landlord on one or more accounts and premises at once - Using Filters to focus Change and Inactivate orders on either: o All accounts at all premises sharing the current landlord (Account filter), or o All accounts sharing the current landlord at the work order's premise address (Premise fitter) - Using Check Boxes on Change and Inactivate orders to select / deselect specific accounts for receiving the mass action of the current work order. Property of Systems & Software, Inc. 2 5 d-U,6" 45 enQuesta'n"NewFeature List 5YS& 5aftware Feature ve,slon Application Functions and Benefits Work Order Status -Change Notification 5.0 All enQuesta work order types can now be configured (on WOT page 11) to generate specific Notifissroons on W°'R°Ner Status Change Setup I—TI notification messages when the Use Status Notfica[inns= work order reaches specific work Werk Order Status natlncatimn Type Create Order IJ order statuses (created, Complete Order Change Order completed, changed, etc.). _ RrS hrot n Older P,e-Pay Reconm:cl 'Ed vmd order 1-5 Isa Update Order u f New Virtual Printer Options Support Outside 5.0 All Document Designer was Printing and Flexible Archiving of Notifications modified to create new printer definitions that print documents directly to PDF and then archive those PDFs as required. Virtual places PUFonENC A¢hirestsAccount Printer Purpose (keporn/printerl DOCUMENTDETAILS Utility business practices may require some notification docu- PUFUNLY CreiresaPpFtorticur: o lyanddonnotsend ments to print to paper from an naynntl % intermediate PDF file (typically Example:; Vendor pslnting Vendor only. at a print vendor). In this case enQuesta can generate PDF ERCPRINTER Create: a PDF and sends arnappRtame files to the enQuesta Resource na tadons.Example: z a Center (eRC) using virtual Vendor priming a printers with outputs to the nosrecatlans. eRC's /reports/printer directory. PUFPRINTER Createia PUF and nollrcadons. but Whether the print paper is pre- arthhesonrylo z printed form stock determines DocERQ. nmetaus lnot whether the PDF must contain the the ERCI "with stock" or "no stock" content (stock content might typically include field labels and background graphics). M' °" anaa"'A_-., ° c n Another option, PDFPRINTER, can be used where archiving to m�- wras�1VH ivw. ,nr the ERC is not required. _'pvv.a� �•a•°ro— �4i amn .'Y �° i4..uefln.Yeec r These printer options can be set moo on the Work Order Type file. „a a Benefit., Versatile file management options when an ...ov Gk.m..tig intermediate PDF print is desired r a�mW, p. -•.., so (as opposed to simply printing to q mm a hard -copy printer). a-11—aaRequires S&S Professional Services to set up this feature. 46 Property of Systems and Software Inc. 25D-151 enQuesta'"NewFeature List System &Software Feature version Application Functions and Benefits Account Communication Preferences Can Now Be 5.0 All Work Orders was modified to Set from Work Orders allow the operator to set up the new account's communication preferences when doing a Move Out / Move In work order. enQuesta intelligently maintains communication preferences at both the account level and the person (CIS) level by creating, modifying, or copying preference records at the level(s) applicable for the customer's situation (new account, new person, estab- lished person, etc.). Support for Season -Variable Revert -to -Landlord 5.5 All A new option has been added to Rules Revert -to -Landlord functionality. It allows the account to be placed in the landlord's name only at certain times of the year (for example, between October 1 1 Revert to landlord during winter and April 15). This option can be used in the Collections Shut -Off 2 Revert to landlord anytime process and/or in the Move 3 Include revert from winter Shutoff In/Out process. 4 Include revert from Shutoff anytime The applicable rule can be selected as a code setting for each landlord when his or her landlord record is created. Property of Systems & Software, Inc. 2 5 d-U,Y 47 enQuestamNewFeature List 5 & software 3. PRE -BILLING Standard Features Feature version Application Functions and Benefits Modifiable Reading Edit Criteria Now Print on 4.1 All When starting a new Reading Reading Edit Report Edit, operators have the option to arrow up and change any of a number of edit parameters. ........ Now the Reading Edit Print report generated when the edit �Ta a »� is submitted includes a section listing the settings of all raaz o . __ : o � 1 .1.. o. 11o.. ................................................................................. parameters available for the user to change. sF na-,::.1, d � di oe�_ . . tea`" 5: aWoo ";t,=uoa cam. pi.. . ee». Cycle -Specific Reading Edit Criteria 5.0 All The Billing Reading Edit was enhanced to allow the Reading Criteria to be configured for different rules based on Cycle. a a . ao dael -- --Almmf q n 'I. Wwp 48 Property of Systems and Software Inc 25D-153 Systems 4 Software enQues ta m New Feature List Feature Version Application Functions and Benefits Adjust Batch Estimates by a Percentage 5.0 All The method by which the batch program, "Estimate Readings," estimates readings is configurable on the Estimate Read Criteria section of the Pill ���.o" ° ascent Co Months Reading Edit Criteria file. Ni roping Perleds lz In unusual circumstances „I";mu",„pe,;iarllur 4 (such as a long stretch of A� unseasonable weather), Arroe."ate A,.e.age g- Recent Consecutive Months normal configured estimates „ernes can be temporarily adjusted up Ears, xinn usage No - Keep High use for Average or down by an Estimation Adjustment Percentage. omp taw usage No -Keep Law Ilse for Avenge Pi—i-Hii No- use Customer History for Average - A new "Estimation Adjustment' read code is applied in such Tr i"deusaya Yes -Account for Usage Attu cases. Adi usnnenes No- Do not aww zero werages Contact the S&S Implementation Prn.ader, „ethee Day: - Prorate Hosea on x Days Team for additional information about this enhancement. use oetewe A--,. No - Do not force use of Default l efault use Note. This feature complements oera"" ova other additional estimation use oeg.ee oaya 1rs4ead functionality such as the ability to click an Estimate button G"` 0 during the Reading Edit and to automatically estimate readings R 'aa'd in certain On Demand Billing scenarios. Property of Systems & Software, Inc. 2 5 d-f11iti ' 49 enQuesta'"NewFeature List 5 &5ofiwalre Feature vesm� Application Functions and Benefits Prebilling Enhancements for Multi -Register 5.0 All Prebilling screens such as Devices (Device Normalization) Quick Reading entry and the Reading Edit screen have been enhanced to simplify display and entry of multi - W- register information such as .+....+°u. Cb that required for compound ♦ o err .b� — - water meters, electric energy + �o demand meters, Time -of -Use, and Net -Metering meters. n i rra I iL 1 II I� I � I I �_ ¢a.�.o maen.we • ..y. u. ar,. wuyr. muaue... [lung Tpll _ uoq RrdA Svrn fmwEv „w � � bv iC � .� -\ i Ww Ty,. ,its Ne•itts _LJ 50 Property of Systems and Software Inc. 25D-155 I enQuestan`NewFeature List Systems a Software Feature version Application Functions and Benefits AN Type Added to the Reading Edit Screen 5.0 All The Billing Reading Edit screen was modified to add an AMI Type field. This would let you see, for example, whether the ® 310 o� meter reading currently displayed by the edit is from a „i .11 manual meter, an AMI meter not ^•��. a A xua(mae .eses iva viereos° ,/m/m, MR ,m] °,mm]° PM W vvmm billed smart, or an billed -smart w/ow.zm ro A ,n]lu,s .ws A on]/m,i ,aiv viemora AMI meter. xaiecc uxwwrn rona „� a mvm,s anx ,ms viueoxo cpe� ! CKtEI pp A ]!]](m1] 30iG7 1W °IWGWO ��� [wp 101 RgR[tef A 1/IIIg1A5 3696i 1MA 0a6NM0 "„�°P T� .! PO • 111,f/m11 ]%!S ,]IB YIOYOm � �w vm � A v,s/zmA t]rm zaw evaaeom � °�nVti m A nxv(mu ma uv °venom Mm„vu. '��J � R ^uwe[I IYns• iglri, p„a„MgcoJp ail Y N, ReaNn! e v eeAo mmazm, mmm° v vasuo enz(mid u ' / .°, wa revs mmxcse r arm° a,.eman, mnsm°ose:v uao ,lelmif uv �'nwe m.mmam o,mwm v azo ]nymld u „_, .v, - � aom xax run =vr.° a,.ma.]waruvrwrry .at^o ,nr]mi] ]., c AI„avweie... Property of Systems & Software, Inc. 2 5 d-U,9" 51 enQuesta'"NewFeature List 5 & Software 4. BILLING, BUDGET BILLING Standard Features Feature version Application Functions and Benefits Rate File Print Report Now Can List Future Rates 4.1 All The Rate File Print can now list future rates (in addition to current and historical rates). a,. ,E�Rtia e.eon m B a ,mk wN ry n- n.. In- muo.,, ma, — Master Type 3 Billing 4.1 All A new master -billing method is available. Master Type 3 billing is similar to Master Type 2 "Summary' billing in that subordinate accounts have their usage billed individually and one master account receives a summary of these individual bills. However, unlike Master Type 2, Master Type 3 does not transfer the A/R balances from the sub -accounts to the master account. The master account receives the summary bill, but the individual sub -accounts must pay their bills individually. Benefit., The master account can oversee sub -account bills, but paying the bills remains the responsibility of the subaccounts. 52 Property of Systems and Software Inc. 25D-157 enQuesta'n" New Feature List &nts SolSware Feature version Application Functions and Benefits Batch Bill Process Now Looks for the Most Recent 4.1 All For utilities that use Document XML file Designer to print bills in house. Both the CASS Generation screen and the Bill/Notice Generation screen were modified to automatically display the most current Bill File XML name. A different file name can be selected if needed. Previously, the user needed to know the filename of the XML file just generated through the XML Bill Print Process. Mass Rate Change 4.1 All This powerful feature lets you change the effective date, step - rate tier values, and/or Customer / Account / Service charges for ®_ _® multiple primary or component rates all at once. n m In this one operation you also W. `- have the option of updating the multiple rates you've selected to w #_J a common new effective date. For item rates, Mass Rate �mwa,ea.,ar Change can be used to modify effective dates and/or current block charges. Note: You cannot change the size, structure, algorithms, or discounts on a rate using mass rate change, just a few simple dollar amount fields (which are the most commonly changed rate parameters). Benefit., Potentially saving hours of users' time if monthly or quarterly rate changes are Property of Systems & Software, Inc. 2 5 d-U,9" 53 enQuesta'"NewFeature List 5 & software Feature version Application Functions and Benefits routine. The Mass Rate Change program has also streamlined a© o the process for updating primary rates' references to specific component-rate effective dates. "- Now, if you update the effective "" - �• �• date of selected primary rates using the Mass Rate Change program, enQuesta auto- matically updates these primary rates to reference the latest - effective -date versions of any component rates whose effective dates you previously updated using the same , program. Note: Avoid confusing this "Mass Rate Change' program with the account "Rate Jump" rate- . • ,• ....... reassignment program. The _.-_.„._ Mass Rate Change program `...... modifies rate configuration, not account rate assignment. enQuesta General Ledger Expansion 5.0 All The enQuesta system was enhanced to allow for flexible GL Account Number formats. The GL account number can ® General Ledger Number Lookup now be up to 80 characters. In addition, new Look Up functionality has been created to allow for GL Account 7 I7 7 Descriptions or Segment r7 r- � IF--- F__ Fields to be retrieved from the database in real-time. enQuesta now supports G/L numbers up to 10 segments sass ,u.- g" long, up to 10 characters per segment, and with a maximum N p G/L number length of 80 _ characters. 54 Property of Systems and Software Inc. 25D-159 enQuesta'"NewFeature List Systems & Software Feature Version Application Functions and Benefits GL Batch Drill -Down 5.0 All See page 10 in the "Customer Service, Call Tracking and Inquiry' section for a description of this feature. "Device Normalization" Billing Changes 5.0 All This enhancement expands the maximum number of (Primarily Electric) registers that can be attached to a device from 3 to 99 — supporting more complex ELECTRC ,-E""^°seriee Su,^s: MR ON Sen. Po„ T.Wo Ter Pole: Electric billing scenarios such TEx l s��eea­�„�TOUx T"Rx,R�M ,F ,. RHT ® smni;o�w 116 TOaxw-TOaw„0�,; ,.n,AM as Time -of -Use and Net Re�;a,er,xwHTOxORREAH SMu MRON HL RY T THISTORY Metering. This eliminates the Reym,erzH HTouMnP K sTsnisMRON HISTORY n HISTORY former limitation that required o ffi,,is,erEI wHTOx OFFREAM SYssee:MROR HISTORY TEsrH TORY workaround setup of multiple o "is,erlN HAEE TDgeher Sp,us: MR ON HISTORY TEST HISTORY meter device records to o R.gia,ers xw Tou OR KAlC simoa.IavR on xISroRY TxsTxlnoar Rcgi.,eranwrou MuaeAH SMum MR"x HISTORY TESTHTSTORY represent one physical meter o „vNia,Mr,xWTON"FFPEAN Smma:MRON HISTORY TESrRSTORY (Net Metering) and the use of • RryislerSx Reak TDO SYNa RYRON HISTORY YESTHIOTORY one register to represent o "ia,ergx RH srem PNVNON xis W TEsrxISroRr multiple registers in the field R Oom,�r,�IEa��,Pe S,aw.:w�ROR (TOU). o Frecme4snua:mRON WATER Formerly enQuesta could process and bill TOU accounts only if the utility had an MDM system (such as the Itron MV90). The MDM would pass a billing determinant file that indicated the usage for each peak period (embedding multiple usage values into one enQuesta reading record). The billing system would process these embedded values in a Property of Systems & Software, Inc. n 5 6-f,,6l 55 enQuestamNewFeature List 5 &Software Feature version Application Functions and Benefits specific order to ensure that each value was billed at the , ELEcrRc correct TOU rate. This process _Ek He Sery a3�lus:RwRoN ry Po TransinrmerPole: lacked flexibility. METERH 2T/g3Na mR,Ele M,eeEing. llg-NEMN-NEMO/R/N ,FA 3mngguretl as' 11G-NEMN-4EMOORIN p "ialer,MNHHENDELSlatus:RWRON HISTORY TESTHISTGRY Device Normalization allows Regiater2KWHNEAIREC SLatuu:RhVRON HISTORY TESTHISTORY enQuesta to bill and process Register 3 MH NEN NET Slatus: PNR ON HISTORY TESTHISTORY work orders for these types of HATER TOU meters. With this modification we can represent Net Meters in enQuesta as they exist in the field, having multiple kWh registers (delivered, received, and net ---- ® nirt kWh) on one device. There is no longer a requirement to create dummy meters in a ' enQuesta to represent this type of meter setup. 56 Property of Systems and Software Inc 25D-161 enQuestamNewFeature List Systems a Software Billing Rate Algorithm Tool 5.0 All The Billing Algorithm Tool enables one rate to act differently for different ., accounts based on specific E;N '' "" account attributes. It enables — -- utilities to modify specific billing -rate functions dynam- �- F J "' ""' ` ically according to variables at Eoa the account, premise, service, o, meter, or item level. ,..red. A utility may sometimes want to target -modify (at the account level) an ordinarily -fixed element of a rate (an operand). Examples of such modifiable operands are step -rate tier size/charge, customer charge, and discount amount. The Billing Algorithm Tool modifies rate operands automatically at the account level according to k� Type Usage Facter nE Winter Summer Formula — configurable formulas 1 5 12 Sen brCttizen6iscount 1 am 1 M7 Sans i 'c _ (algorithms) containing 2 0 12 1.8 1.9 customer -specific variables. 'i R 44949g949 1 475 1 4RS For example, the tool could generate a formula for target - modifying a Primary rate's step -tier amount for customer Zoom to see accounts having a particular SQL variables �<:'s report code variable. available as of Or, modifying a discount or April 2017 for surcharge amount for accounts use in rate in a specific property class. algorithm formulas Or, a particular step tier of a (top left =most particular rate might have its recently added): tier size set to zero by a formula — causing the tier to be intentionally ignored during the Billing Calculation. After you create an algorithm you implement it within a rate by selecting that algorithm in the appropriate Formula field within that rate record. Formula fields exist adjacent to every modifiable operand in the Rate FLM. Property of Systems & Software, Inc. 25d-U.Y 57 enQuesta'"NewFeature List 5 &Software Feature version Application Functions and Benefits Batch REBILL (Redesigned Full Cancel Rebill) 5.0 All Standard REBILL is designed to correct parameters such as rates, dates, or readings that were incorrect on the original BATCH TRANSACT ICPI UPLOAD - Date 4; 23! 2U 1 J bills of a small number of 1 Upload MISC Miscellaneous Charges from .csv accounts. But what if a large number of 2 Upload ADJ Adjustments from _csv just -billed accounts are affected by an error? For example, every account in a particular billing or 3 Batch Set Accounts To RebilI197 -Report Only every account billed with a particular rate. To solve such 4 Batch Set Accounts To Rebill/97 - FOR UPDATE larger -scale problems, two new menu -based REBILL programs 5 Batch Set Accounts to Reversel96 - Report Only are now available. Unlike the Online Posting 6 Batch Set Accounts to Reversel96 - FOR UPDATE method, where you mark accounts for REBILL individually, In BATCH SET ACCOUNTS TO REBILL and BATCH SET ACCOUNTS TO Comparing the Different REDILL Programs REVERSE you first create and then upload into enQuesta a text w^manam tarxsi naialsiraralMa roaeu urame Kn merrrasr file listing all the accounts to receive the adjustment. Essentially, all three methods e«sNn etMr�t Woo �,e MNRNWn ✓ ✓ Y tea„ ✓ ✓ follow these general steps: a, I, aai m swaawm>a - -ss w ^ 1. Setting Accounts to Rebill a.,Qamn,a-�„a a,r,„pwe„.oh��o;Ma,con.aw.rawnaa. Tagging the account to receive a rebill during the next special billing run for the applicable rebill type. me�mwm�w�a. e°,.w.rwe,w 'fib a�no-+„u�w��awl^a«4�,°w�eaix kp'o"°"" aq�.mo-a.e.,+noa�oeu�y�quso,smm:r on 2. Correcting What Was Wrong Fixing the incor- 9 — 9 rest rate, date, reading, or Sd°^^ '°""� r" „, may. nuu ua nsn uranramian uttaaenauu I pmawmw«n,ex a ` ° other parameter that caused the bill problem. 3. Performing a "Rebill Special Billing" Run — Backs out (offsets) the old bill and (except for the BATCH SET ACCOUNTS TO REVERSE program) creates a new bill to replace it. 58 Property of Systems and Software Inc 25D-163 .r Systems �. a Software enQues ta m New Feature List Feature version Application Functions and Benefits Budget Enrollment Credit Point Limit 5.0 All For your customers a low number of credit points indicates a higher level of credit- worthiness (and vice versa). If desired, you can now define a credit -point threshold above which customers are ineligible to receive budget plans. Flex -Bill Messaging Across All Applications 5.0 All Now you can save time in cases where the same bill message must be sent to accounts of all applications. Note. Other Flex -Bill related enhancements are described on pages 67 and 114. Expanded Report Code Functionality 5.0 All enQuesta report code function- ality has been expanded to provide more precise control of billing processes that use report codes to trigger the Billing Rate Algorithm Tool. See the description on page 16. Property of Systems & Software, Inc. 2 5 d-f .X" 59 enQuestar"NewFeature List 5 & software Feature version Application Functions and Benefits G/L Balancing Tools 5.0 All Two enQuestaTM tools are now available to assist in balancing / reconciliation processes: The Auto Balance Report v. is a dynamic interface to track the balance impact of individual updates in enQuesta, highlighting any out -of -balance issues related to A/R and Deposits 4-,, A. Liability. It incorporates b automatic pre -update and post -update trial balances - - and other checks — all carried out in the back- ground during updates. For '^ any update it lets you drill down to see how specific AR m m classes were impacted by the update. It can help isolate where and when a particular out -of -balance condition began. i cr R.mE mgR1r, umi.e..,, men 9.P °,. - When you are investigating out -of -balance conditions, the G/L Batch Inquiry Drill Down is an interactive R. be' �'N `" n- 07 ".A WA30 WA,ERBITING "120t2 e., ,' " � RER-. 3W 1 o..,a A m „3 oe"00, report that can be helpful to scrutinize G/L records down °� WA ;,0500 „E EW_0 oRo �A,o to CIS transaction records A 4'0500 "TE R'°° 0. "'°° c',oc for specific accounts. For WA &500, 1, 5'1B.98 00] -11.As A Id n� M. q,,.. 00 more detailed information WA 1R 11 aae roo 2,sr 110 about this feature, see the WA ;zsln n� De m 00 description on page 10. Benefit. Streamlined balance reconciliation because all � ra!h-A., �d financial updates are visible with � ' 'E fi 3 l 77; 7n the tools. A separate ,.M _., . �°�° •- °°.°^°� spreadsheet is no longer < required to perform the balance = reconciliation. wed •rop N:noM �.anu, aemmau..,�.,,,i.. :.a TR 60 Property of Systems and Software Inc. 25D-165 enQuesta'"NewFeature List Systems a Software Feature version Application Functions and Benefits Merge Accounts 5.0 All This new Online Posting option allows the utility to merge the services of two accounts so they can bill together. For example, Merge Accoonta -- wehpage Dlalog ® Merge Accounts a suppose that water at a premise has been billed separately from the electric account, but now the customer would like one bill. Date vzs/mv Merge To Account Number t� Q Name Premise Merge Frain Account Number Q Name Premise Are Entries Oka N -No v Expanded the number of component rates 5.0 All The Billing Rates Maintenance attachable to a primary rate from 10 to 99 screen was modified to allow more than 10 Component Rates to be linked to a Primary Rate. ABILL-Type Adjustments Can Use Historic Data 5.0 All The new Use Historic Data field pertains if your utility uses the Billing Algorithm Tool, which modifies rate charges dynam- Aduiterents-- Webpage Dialog ® $elal senicai ically based on configurable =erne¢ Amount Due account variables. Some ERE=rRi= 2831 algorithm variables (such as the r WATER 33.14 Rate, Class, Multiplier, and r SEWER 14.88 Report Codes) may not be in the r REFUSE 25.22 Tamil 101.47 same state on the account today as they were at the time of the bill you want to adjust. If this bill Fi ori^ Data Ne Ab; nme^tR�m^= a Reoerse Bap i ear a,li applied an algorithm -modified rate, and you want this ABILL O adjustment to use the original variable values during the adjustment recalculation, set this field to Yes. Property of Systems & Software, Inc. n 5,o-U.9" 61 enQuesta^'NewFeature List 5 &Software Feature version Application Functions and Benefits EBPP Message Generation Is Now Run Through 5.0 All The utility's WebConnect the Job Scheduler customers can view their bills online, receiving an EBPP notification as each bill becomes available. For enQuesta °°^° °°°•^ ° ® versions 5.0 up, you create W EPBB notifications by scheduling a "Send Bill -is -Ready - Notifications' task after the billing Run Sheet's Billing Cycle Update has completed. on oe g - ®o no �d • -�• a Benefit., Fewer manual steps in ® the Billing Run Sheet and integration with automated �, ° <. •,r•.° Scheduler processes. -f ,.a Note. The EBPP Job Scheduler task is not required for utilities �•� m...e°• •om using InvoiceCloud as their WebConnect payment processor. InvoiceCloud executes EBPP notifications independently. Seamless Reversion from Time -of -Use (TOU) to 5.0 Electric The Work Order Update Former Non-TOU Rates program was modified so that when a customer changes from a non-TOU Rate to a TOU Rate, the non-TOU Rate is stored on their Service record. If the customer later decides to revert back to non-TOU, this allows them be put on the non-TOU Rate that they were originally on. Inactivate a Budget by Work Order 5.0 All Work Orders was enhanced to allow a work order to inactivate a budget without going to the Budget File Maintenance screen. A new value of "I" (for Inactivate) has been added to the Budget File option on page 3 of the Work Order Type Maintenance screen. 62 Property of Systems and Software Inc 25D-167 enQuestamNewFeature List Systems , & Software Feature version Application Functions and Benefits The Billing Calculation Can Now "Jettison" Fatal 5.0 All The On -Demand Billing Errors calculation step no longer requires a restart if the calculation encounters a fatal error on an account. Instead, enQuesta "jettisons" the error account from the calculation (for all of its applications), allowing the calculation to proceed unhindered to conclusion. Any such excluded account is then listed on the "Jettison Summary' section at the front of the Billing Kickout Report. Any jettisoned account automatically becomes a "Left -over" available for another billing after you correct its underlying error. Although you still need to fix the account's error(s) before you can bill that account, Jettison prevents the error(s) from impacting the current calculation run by excluding and segre- gating affected accounts. For Full -Cycle Billing, Jettison enables enQuesta to fully attempt the calculation even if that calculation detects one or more fatal account errors. While the presence of any fatal error(s) does still abort the calculation, it is no longer necessary to restart the calculation after each individ- ual fatal error (as for earlier enQuesta versions). Any fatal errors encountered display at the end of the calculation and are also listed in the Billing Kickout Report. Correct them together and rerun the calculation once. Benefit: Greatly improved error - handling efficiency if errors are encountered during the billing calculation. The billing calculation no longer needs to be restarted for each individual error. Property of Systems & Software, Inc. n 5 ,o-U. 9" 63 enQuestamNewFeature List 5 &Software Feature Version Application Functions and Benefits Note. For utilities using On -Demand Billing, similar "Jettison" -related features are also available for pre -billing's Billing Validator step. Contact S&S for details. Run ERC Trial Balance by Tax District 5.0 All The Trial Balance on the ERC can now be run by Tax District or range of Tax Districts. When run by tax district, it is grouped by tax district and by application. Improvements to Miscellaneous Tax Setup 5.0 All Changes have been made to the Billing System to allow Miscellaneous Taxes to be applied more precisely at the individual Rate level rather than for total -billed dollars. This enhancement allows the user to specify by rate the Miscellane- ous Taxes to which the charges from that rate need to be applied. Impacts rate setup for all rates. Contact S&S. 64 Property of Systems and Software Inc 25D-169 enQues ta m New Feature List Sy& Sm i oftware Feature version Application Functions and Benefits Streamlined ACH Processing 5.0 All No more ACU files! The manual "Create ACU File" step in the Billing Run sheet has been enQuesta'N ACH Processing (version 4.5 up) ....... replaced by a process that occurs automatically when the bill „nun„„"��„a„n„,„„„, M""aojwE.aui Billing Update is run. This W°eMnNE.nXE a1m 4CH 4ssaUm raub ,n,,,,,,, 4ACH process creates new ACH mnw o % transactions in the enQuesta database system. A run sheet in the ACH From Billing File- •°„.+ •<NP0„® N„ ac"'3 Processing Menu then lets your %lE-0ROCEl4Ntr NENN ACN PRENbIE PIIEIKEFAiCR ,e.nc n,£NENN Payment Processing personnel 5G19Y ---N— --, GCYb I:XYr4YM1M �1Y'd ni %YNMI --------- pG& NKKX-,Im .NmFlX audit, edit, and convert these i-nc„n„av r„E ac„neerrombme..avw,X mew transactions into an ACH file -Acn c"EwrE OP,_rea,oauerwEV Are x° - - they can send to your bank. on•rtdemp pGX`hrgq. ]_p[H VaIxi TPA!@ACfItli FlLf� For manual prenotes, exempts, GV Gw4eb,X,Phw�„,.N, -A1.H LPEA,F Al".^" n1l 6-AfN GPI N,A n Knec specials, one-time, and iG„NVInYYGl6„GI61bm S - AG„ PRIM AGK&tNK fItE ". - _ _ _ _ - _ _ _ _ , operator -specific ACH transac- --`-------- tions, you generate new ACH transactions in the database G," MHF,m„w :gym a w, system by running enQuesta's new Create Operator -Defined Records program from the ACH Create Operator -Defined ACH Records Menu. YP„PlE Nf„Y YbpM„C Prenotes can be processed ad^miV [v Jilbvrt9� either automatically (via the Billing ACH run sheet) or manually (via the Operator - Defined ACH run sheet). Benefits: - Less work required in the Billing Department - More robust ACH account selection - Improved ACH record tracking - Security -moderated ACH transaction editing Property of Systems & Software, Inc. n 5,o-TY6" 65 enQuesta'"NewFeature List 5 & software Feature version Application Functions and Benefits Enhancements to Discount Setup 5.0 All Changes have been made to the Billing System to accumulate charges by discount sequence. This enhancement allows the user to specify by rate the discounts to which charges from that rate need to be applied. This maintains the existing discount functionality, but allows the user to specify what charges are or are not applied against the discount. This allows different discounts to go to different G/L accounts. Also note there are no rounding issues, as the sum of the charges is accumulated by charge type for all readings and then applies that total amount one time against the discount. Impacts rate setup for all rates. Contact S&S. Rebill Final Bills 5.0 All Previously enQuesta would not permit you to perform a REBILL adjustment on inactive accounts whose last bill was a Final bill. Now you can. Billing Due Dates and Collection Timelines by 5.0 All See the description on page 92. Property Class and Tax District Configurable Display of Balance Breakdown Codes 5.5 All See the description on page 17. in Balance & Status Screen 66 Property of Systems and Software Inc 25D-171 enQues ta m New Feature List Systems r & Software Feature version Application Functions and Benefits Expanded Rate Codes 5.5 All To accommodate a greater number of potential rate IDs, enQuesta Rate identification numbers have been expanded from a maximum of four to a maximum of 12 digits. Expanded Limit for Type 2 Master -Sub Accounts 5.5 All Master Type 2 or "Summary' billing removes balances from individual sub -accounts and places the balances on their master account. For example, a chain restaurant's headquarters might use this to receive one bill for all its area locations. Formerly limited to 200 sub - accounts per master, this limit has been expanded to at least 3000 to accommodate special billing needs. Code Expansion for Rate, Balance Breakdown A/R 5.5 All The Rates Maintenance and Bank Codes program and screen were modified to allow Primary and Component Rate Codes up to 12 digits long. Step Rate Codes can now be up to 6 digits long. Item Rate Codes can only be 4- digits in length. Balance Breakdown, A/R, and Bank Codes can now be up to 4 digits. Add RATE and SALES CLASS to Flex Bill 5.5 All Flex Bill Messaging lets you Messaging Criteria target bill and WebConnect messages to specific customers. Now you can selectively target messages to customers having a specific Rate or a specific Sales Class. Note. Other Flex -Bill related enhancements are described on pages 59 and 114. Property of Systems & Software, Inc. n 5,o-TYY 67 enQuesta'"NewFeature List 5 It &5oftwilm Feature version Application Functions and Benefits Bill Calculation and B/C Events Now Support 5.5 All The Billing Calculation screen Multiple Due Dates Per Billing Run was modified to allow for multiple due dates (pop up screen to display and allow editing multiple due dates by tax Chance DueDates--webpageDialag Change Due Dates district and property class). Di11ing e=oen Due Date DePer.eA Doe Date a ul Drag Hate A Change Due Dates field El "°` °°" displays if more than one billing group has been selected earlier. NH eamme,�di a/zWzo,z 0 ,/zs/z°„ 0 ,izyzo„ 0 Selecting Yes in this field ME R� +�, „,° a„ e °„ E] „,a °„ e ME Co— El „,°,z°„ o „25/2g„ n displays a pop up that enables Municral zz,aD„ you to set Due Date, Deferred Due Date, and ACH Draft Date individually for each billing ® ® group. ®® For related information, see the entry about "Billing Due Dates and Collection Timelines" on page 92. ABILL-Type Adjustments Can Substitute an 5.5 All ABILL-type adjustments have Alternate Rate added a new option to their Use Historic Data field called Yes, With Alternate Rate. This substitutes any rate configured ?„ a in the Alternate Rate field on page 1 of the Rates FLM (in addition to using the original algorithm variables such as the Rate, Class, Multiplier, and —� Report Codes). s Benefit., ABILL's rate -substitu- tion capability provides greater —> flexibility for billing adjustments in special cases where such substitutions can be anticipated at rate configuration. For d a µ example, one utility might need - to substitute a specific variable gas/electric supply rate for a previously -billed fixed supply rate. 68 Property of Systems and Software Inc 25D-173 enQues ta m New Feature List Systems a & software Feature version Application Functions and Benefits ABILL-Type Adjustments Can Now Generate 5.5 All Want to notify customers when Explanatory Letters to Customers you apply specific ABILL-type adjustments to their accounts? Now letters can be tied to the specific Adjustment Reason Ad;urtr,ent - A ebpnge Dialog 0 saleat servicas: Code selected when the sarM. Ar»°ant Due adjustment was created. The D ELECTRIC 193.98 ABILL Update program then TUG] 193.98 spawns corresponding letters to Use H,scsncdata Nn a explain pertinent adjustment Ad;anment Rea on ode details to your customers. Rim Reverse Bill goal - Rebill on Actual Read 9002 - Ineorrect Rate Mile,] Additional professional services Meter 9003 - N°^-RagisReci.aent are required to implement this 900Rebill an - p Rate 9005 - Mixed Meter Robiling feature at your organization. 9oa5 -Over Estimated Mnthcs) 9007 - Wron, Meter Muthpller Please see your sales 9008 - Wrarg customer Move 9009 - Retail Coaice Rate representative or account 9010- Demand Read Correction 9011- o�tdaar tent Carrean manager for details regarding 9 9 g 9012- Easy care Correction 9 schedulin and pricing oplions. P 9 9013 - Water Heater 9014 - Conversion Burner 9015 -space Heat sue. "ABILL-type" adjustments W15 - Qwek Recovery Svc. 9017 - Correct Electra° s,rc. comprise single and multi -month 9013 - Correct Gas service 9019-Sal.Tax C°rrecti°n ABILL reversaVreplacement 9029 - Unaatrerized ❑Saga S021 - Budget Correction adjustments. t 9022 - Daposit Correction 9023 - Write Off Adjustment W24 - NET METER TRUE UP New Demand Truncating Option for Billing Rates 5.5 Electric The Billing Calculation was modified to enhance the Rates File Maintenance, adding an option to truncate kW usage at the tenth decimal place (e.g. 155.678 becomes 155.6). This option can be selected from the 'Round Usage' dropdown in the Demand tab in the Rates File Maintenance screen. Property of Systems & Software, Inc 2 �o=f Epti, 69 enQuestamNewFeature List Feature Rates Maintenance Ra�Summary NoraSon Add-0n Charges i iMnwd Reacli�ne Contrac nppG�ru^ 1 -ELECTRIC Hate Kind 1- Component Cgnaimption Rate 1040 - M4 RW G2 elfeti.e mre Current-05/01/2017 - Rvard usage'+ YI:IrIS11 uemaml 6illbg NIA oescriMmn No uenmmf Fuji Mem Round Down to 'Ve Tenths 4e> ] ., Trunnte to Tenth Phce nat`Me oemaM% Yes RatcM1e[ Number of Mo�M1hs New Billing Criteria Tab on the Rates FLM Ratee Malnlsnancu 1' n Version I-V 5 &Software App°Cd1ion I Functions and Benefits All The configuration of Billing Criteria exceptions (formerly limited to tab 3 of the Billing Criteria file at Cl, 8, 1, 7) can now be configured directly on any individual rate records Billing Criteria tab. If you want a particular rate's charge -accounting behavior to deviate from the default behavior defined in tab 2 of the normal Billing Criteria file, you can define this rate as an exception within the rate record itself using this new Billing Criteria tab. This new rates tab allows exceptions to be entered and retrieved more quickly and in greater number than the normal Billing Criteria Exceptions tab within the Billing Criteria file (which was limited to 1000 70 Property of Systems and Software Inc. 25D-175 -r Systems a Software enQues ta m New Feature List Feature version Application Functions and Benefits Note that Information entered on the new Rates Billing Criteria tab can still be viewed and/or edited on the original Billing Criteria Exceptions tab. Benefit: More streamlined entry and maintenance of Billing Criteria exceptions. This is the only way to enter more than 1000 rate exceptions. Additional Billing Criteria Enhancement: Since enQuesta 4.1 the Billing Calculation can map Balance Breakdown Codes (a column on page 2 and 3 of the Billing Criteria file). A new "9999-Placeholder' option was added to the Billing Criteria File; it causes enQuesta to use the BBC on the revenue ACID code. Benefit. BBC assignment can be more dynamic and based on an alternate Type + Sales Class. Billing Sales by Rate Print 5.5 All The Billing Sales by Rate Print program was enhanced to allow the output to be formatted as a CSV file for loading to Excel. Enhanced Validation Account Criteria 5.5 All Optional Rate / Class verification has been revamped. It allows you to explicitly configure valid rate and sales class combina- tions so that —if users try to add a rate and class combination that has not been set up —an error will be generated to prevent the invalid combination from saving to the C-MTR Property of Systems & Software, Inc. 2 5 d5fY6l 71 enQuestamNewFeature List 5 & software Feature version Application Functions and Benefits u _ record. In the example error to o°° ° " the left, the user tried to enter a �40 yr+en Please NoM commercial rate on a residential account. « oa _ o o Boa. r The Validation Account Criteria w screen is used to configure o which billing rates are valid for a w=«« '-'r given application, tax district, property class, AR/bank account and available service. Once the 9,,,�, o,°.„.w,„,, ,•�„„„, ®,°„„,u„°.,.o appropriate criteria are selected, a list of rate / sales class combi- nations configured to be valid for the selected criteria is displayed. al-me.-ratidwtimrw,c�tvrt -r.; ,.. You can then add or remove a rates from this list. The screen has been streamlined and now can support thousands of rate entries. .«..yam. irqwaw. y.we �mnMn NNP PL 1—r �ai Note: "Validation' must be enabled by setting Control Code 517 = 2 to enable this WL configuration. Increased Miscellaneous Tax Capacity 5.5 All Previously enQuesta would not permit more than 30 miscella- neous taxes. Now it allows 99. 72 Property of Systems and Software Inc 25D-177 `10 Systems rt Software Feature Easier Selection of Billing/Collection Groups While Scheduling Billing/Collection Events Select Cotlection Groups CATCHALL MA fun,rrcial a AHA a�sdA.c;y = n`Adda9 nHe �a,,,,,er�a IIUII � ME Resdmtial Billing Runsheet Progress Meter Billing Runsheet Performance Improvements Version 5.5 all enQues ta m New Feature List Application I Functions and Benefits All The Billing Collection Events screen was modified to add more space for selecting Billing Collection Groups, and also to add a "Select Alf' button. All There is now a progress meter for the Billing Runsheet programs. It informs the user what percentage of the program run has completed. All By allowing multiple partitions of a single program to run simultaneously, enQuesta now demonstrates significant performance improvement in the Billing Runsheet programs. Essentially, we took one single threaded process and broke it up into multiple smaller processes to improve efficiency. For example, if a Billing Calcu- lation, Print, and Update process formerly required 6 hours run as a single process, it is now typically cut by two thirds to 2 hours by running five simulta- neous processors instead. Property of Systems & Software, Inc. 2 5 d5fY9l 73 enQuestamNewFeature List System" s a Software Feature version Application Functions and Benefits Benefit. Faster, more efficient billing. Note: This feature requires sufficient processor, memory, and licensing (such as COBOL) capabilities. Contact S&S for details. 74 Property of Systems and Software Inc 25D-179 enQuesta'"NewFeature List Systems s Software Optional Features Feature version Application Functions and Benefits Net Metering Functionality 5.0 Electric enQuesta now can support Net Metering for utility customers employing alternative power sources. This can include annual E Ec Rk and monthly billing options & , 1-E15CTIC 3erv,ca slaws: PYR ON Service Rule: Tran:atonNer Pole: TOU support. METER#T C3133 mpble&i—diig: 110-4EMN-NEM WNN ® 3wnTigure1.as:11V-NEMH-4EMNIRIN S&S tailors the Net Metering billing N Register 1 MH NEM DEL Status: AVR ON HISTORY TEb HISTORY method to satisfy unique utility b Register2 MH NEM REC Swtus: w RON HISTORY TEST HISTORY business processes and applicable > Register 3 MH NEM NET Status: MR ON HISTORY T£STHL fff regulatory requirements. Available VVAITR billing methods include (but are not limited to): - Monthly Net Billed — A dollar credit for any excess energy generated is applied monthly. " The customer is billed each month for the Net energy (when positive) that was delivered to them and credited " m at the Retail rate for any Net _ energy they exported (when negative). - Banked kWh + True Up — Whenever a customer generates more kWh energy in a billing period than they consume, enQuesta "banks" the kWh credit accumulated. This kWh credit can offset future billings where Delivered kWh exceeds Received kWh. At annual true -up any credit kWh is extinguished and paid out or credited (per customer preference) at the cash compensation rate (typically less than Retail). - Banked kWh (No True Up) — Similar to the above option, but only applies kWh credits and debits from month to month without a periodic true -up. - Hybrid of Banked kWh + Monthly Net Billing — The customer is Net Billed from month to month throughout the true -up year (with bills due monthly or annually). Net production pays down Property of Systems & Software, Inc. n 5 6-fl,6l 75 enQuesta'"NewFeature List S & Software Feature ve,so� Application Functions and Benefits consumption month to month during the true -up year. Whether the customer is a Net Consumer or a Net Producer at the true -up month is what determines whether the associated monthly consumption charges are 1) upheld or 2) reversed and superseded at annual true up (substituting an alternate rate). Net Metering Inquiry quickly summarizes the account's consumed, produced, net, and banked kWh energy status. Typical information displayed in solar net -metering: - Read and Bill dates - Description —"Net Producer" or "Net Consumer." - Solar Production — The Total kWh generated at the premise during the reading period. There is a specific "Solar Meter" attached to the generation equipment (solar panel). - Power Delivered —The Total kWh that the utility delivered the customer during the reading period. - Power Received — Total kWh that the customer sent back to the utility during the reading period. - Net Usage — The sum of the Power Delivered less the Power Received - Banked Energy —The running total of kWh the customer has accumulated or "banked" since the last true up period. Additional services and scoping are required for this feature; see sales representative for details/pricing. 76 Property of Systems and Software Inc 25D-181 enQuesta'o"NewFeature List Systems & Software Feature version Application Functions and Benefits Neighborhood Net Metering Support 5.0 Electric Neighborhood Net Metering is a PUC-sanctioned method for a high -generating Net Producer g account to proportionally distribute their excess kWh compensation credit among other utility accounts they select. u� o; If used, this option enables utility customers to elect to distribute, among other customers, shares oo — �• of the credit dollar amount `J' ® �" generated from their own excess solar generation. By default a net Y,. metering customer receives 100% of their excess kWh as a credit. Terminology: - Host - The solar customer account that distributes their credit dollar amount to one or more other recipients. - Recipient - A customer receiving a portion of the Host's credit dollar amount. Property of Systems & Software, Inc 2 56-"l,Y 77 enQuestamNewFeature List 5 & Software Feature version Application Functions and Benefits Multiple Rates Per Customer Meter Record 5.5 All Previously only one rate could be associated with a customer meter (via the account's C-MTR record) in enQuesta. With enQuesta 6.0 it - ••• "• =i=® w ®a « is now possible to associate up to _ ..,. ...... _. ,_ ^ ._... three different rates (and associated sales classes) with a mp„ ` w^ single customer -account meter record. —� - For example, an individual electric or meter might now r; gas have "Delivery," "Supplier," and "Renewable Energy' rates all - attached to it simultaneously. _` w ° • _„ Benefit., Simplified setup that can potentially reduce the `— number of required rates. Additional services and scoping are required for this feature; �•^=•.......... contact sales representative for ®® details. "0 78 Property of Systems and Software Inc. 25D-183 1.01 System i a Software enQuestamNewFeature List Feature Version Application Functions and Benefits Multi -Tier Rate Jump Configuration and Other 5.5 All Rate Maintenance records can Custom Rate Jump Capabilities now permit you to define increases or decreases to more than one possible destination rate based on your configured �3 C3 a consumption ranges as well as "AND" logic between energy and A ,aa�rr+c� demand threshold settings. .--- n S&S can work with you to tailor Rate Jump functionality to best support your utility's business processes. a� c Additional analysis and a professional services may be required to implement this feature at your organization - please see ---`- - your sales representative or account manager for details uw..- u.... o...I— o regarding scheduling and pricing options. Property of Systems & Software, Inc. 2 5 6-fl.x" ' 79 enQuesta'"rNewFeature List S Ms & Software Optional with License Features Feature version Application Functions and Benefits Pre -Paid Billing to Manage Difficult Payers 5.0 Any The cost of physically shutting off application difficult -site - with AMI payers on can some and remote- times exceed the actual customer disconnect arrears amount, further compli- metering (typically cating life for both the customer electric) and the utility. The enQuesta Pre - Paid Billing module employs daily tlm • - ^^Me ° AMI meter readings and remote shut-off capability to enable rim.•°-•• �• _ a .. W. utilities to offer problem payers •-;,•r•, continued service on a strictly controlled "pay first" basis. -r w •_ •.. °•Po Po�p•r{° �• Analogous to pre -paid phone plans Daily readings via AMI Daily charges tick down the customer's pre -paid balances -•° (trueing at monthly billing) P, p, , �,,,,�� P m° me„ Up µ Employs enQuesta's notification system to keep u; customers apprised of their ie�a " Pre -Pay status at all times via text, e-mail, and/orIVR. n..,aa�^°a°�ra , P—, •d�,,�,a=.,M =,, _.�„.___ •_ taaa If they ignore these .-m•� a ." -°-'»• "�'" "" notifications and their balance dips below zero, customers become eligible for remote shut off. To prevent shut off in this case, they must pay their account up to a utility -chosen Notification p buffer threshold (for example, $50.00). - WebConnect customers can To; nealeeurtaeYCm archavl.cdn sobjen: ME -PAY THRESHOLD pea monitor their Pre -Pay status coolant: EMPre-PayPaweraccoont 211F1e141.4)05 balance Ie To at any time via a red / green / amid inreredpllaa of yeur alt�peMfee please Sll[Y yellow dashboard graphic. hnp://r .epb.cam/bill, or Call 433-SW-2372 to pay mmv, CSRs can monitor any account's Pre -Pay dashboard via a Pre -Pay Fast Fact and ® by reviewing archived messages in Document Details. Can be set up to apply a percentage of every payment toward a previous outstanding balance (with the SO Property of Systems and Software Inc. 25D-185 enQues ta n' New Feature List Systems v. a Software Feature VPf5ion Application Functions and Benefits remainder added to the customer's Pre -Pay balance). NOTE: AMI metering, remote disconnect capability, and additional services/scoping are required for this feature. To send SMS Text or Voice Out -Dial notifications, your utility must contract with an outside vendor (such as Verizon for texting). Text charges apply. Contact your sales representative for details and pricing. Property of Systems & Software, Inc 2 562- 11,6" 81 enQuesta'n"NewFeature List 44 &oftware Feature vc':ion Application Functions and Benefits Third -Party Supplier Management for Utilities That 5.5 Electric enQuesta can support utilities Offer a Choice of Suppliers: Retail Choice / that provide their customers with Gas Customer Choice the option of receiving Electric Energy and/or Gas Commodity from specific external suppliers. enQuesta's Retail Choice / Customer Choice module — supports the account, rate, and " system interface requirements necessary to administer such programs, enabling the utility to: Receive, schedule, and execute Add/Drop/Switch requests from suppliers Schedule and execute CSR- initiated drops -�� Schedule and execute CSR- o initiated Seamless Moves when a customer having an o external supplier moves to another premise within the " �� tax district. Perform related invoice management Perform related payment and ®e, adjustment processing ®® Perform supplier rate pool maintenance. enQuesta can establish and maintain 3rd- o party -supplier Electric rates r.. n,eo nw.nvww am. uer using Electronic Data Interchange (EDI) in two CSV file upload (for ° creating multiple new an, I rate pools at once) ,m o Automatically creating enQuesta rates for unrecog- nized rate pools on the fly. - Communicate relevant account changes to suppliers - Execute supplier payment via either Purchase-of- 82 Property of Systems and Software Inc 25D-187 enQues ta m New Feature List Systems v. & Software Feature VPf5ion Application Functions and Benefits Receivables (POR) or Non- POR processes. - Manually create/override third -party -supplier relationships at accounts Accounts in Inquiry display a Fast Fact providing easy access to any account's external -supplier details. NOTE: Contact your sales representative for details, requirements, and pricing for Retail Choice / Customer Choice functionality. Property of Systems & Software, Inc 2 562- 11,9" 83 enQuestamNewFeature List Systems & Software 5. CASH / PAYMENT PROCESSING Optional Features Feature Version Application Functions and Benefits Add IVR Payment Types in Payment History 4.1 All The enQuesta-IVR interface can Request now be configured to send the Payment Tender Type and Description for a getPaymentHistory request. Also, the system can now be configured to send the Arrears Amount and Total Amount for a getBillingHistory request. Contact S&S for additional information about configuring this new functionality. Auto Void / Reconnect Times and Fees 5.0 All See the description on page 99. 84 Property of Systems and Software Inc 25D-189 enQuesta'"NewFeature List Systems s Saftwam Optional with License Features Feature version Application Functions and Benefits Integration of the enQuesta Cash and 5.0 Misc. If your utility has purchased Miscellaneous A/R Modules AIR both the enQuesta Cash and enQuesta Miscellaneous AIR modules, payments you receive for sundry goods and services can be easily entered into — — — — enQuesta. We have also built into enQuesta the ability to load payments for these sundry goods and services using the Standard Payment v� Upload process. » ri �2 1-� [1 — - — u L F.I u , u RI o 0 0 o 0 o e i Property of Systems & Software, Inc. 2 5 d-f,,il 85 enQuestaaeNewFeature List 0 5 & Software Feature vc,ston Application Functions and Benefits Payment Notifications 5.0 All A new capability was added to the notifications process to trigger e- mails when a payment or a reversal payment is made on e c * + = account. When a payment or a kre �gnvre (� {ys,ames .Ta wa,,,, reversal is executed (through the �Eiik.lee[iny ILEI VNI- QTom Email '%©orc dNlunk-p""° kNy uH'°^°°m L�AWe, ftamy&otln, rcr,a,¢N,w enQuesta payment processing module at cs/l/1), a notification Nee, a„opna 11v1(kSt,ps w,a« �,4= .N WPH" event such as an e-mail message D45DEV <d45dev@ssivt.ccm> is triggered and (if account L6Ei preferences are set up) the e-mail is sent. g9tM1erc anp•pbkms WaM1 M1vntM1b mnugeednplayed "ih bae bvien i, fn,web bimssv-. Note: To send SMS Text or Voice rme Out -Dial notifications, your utility We've received your payment, must contract with an outside k<p¢n,npmb,[,pao12301. vendor (such as Verizon) for text messaging. •aym•mo.uw PakraemaaN. p6 o1 )ofu Faym•mamppne st ,¢ r m•nva. axn =P" Pagl11¢ teo. & PNIPNIIIIIDOP965 a.n.—P..nnmanPa OMI, 9yann anC S°Mnn Inc Here is what we know about you: Fkat Nama: MHUy I.Vade Name: Laal Name. DUARTE FNa Name_RF ONAWE Account: ,000,en, 1 4 12 a, 2MI Token insertion r Domain C Payment u Token NlnseN Number FonnallM Payment - Payment Dale Payment kumber Kay-6a[e _ Payment Key-Ope2br Nvmber Payme,Key-Releren[e Number Type CtWa Tenaet TypeuetapApn Payment NmouM Payment Meeaage 86 Property of Systems and Software Inc. 25D-191 enQuestamNewFeature List Systems a Software 6. CREDIT & COLLECTIONS Standard Features Feature VPfsion App°aatlon Functions and Benefits Multi -Application Setup of Auto -Void Functionality 4.1 All Auto -Void configuration was enhanced to allow the setup from one application to be copied to other applications. Benefit., Quicker Auto -Void configuration. Collection Agency Records Now Editable from 4.1 All Work Orders was modified so Work Orders that the Collections File Maintenance screen has a new option that can be set to allow you to change a current record while entering a new work order. Previously you could only add a new record. This can be set on the Collect File field on page 3 of the Work Order Type record. Improved Deposit Fatal Codes to Assist with 4.1 All Work Order Fatal Codes have Deposit Balancing been added for Deposits to assist with Deposit balancing. Specifically, the Work Order Print program was modified to: - Check for pending paid deposits when the account has no other deposits - Ensure that an account will fatal if the account: o Is moving o Had no deposits at work order completion, but then received a pending paid deposit Property of Systems & Software, Inc. 2 5 d-', ,Y 87 enQuesta'"NewFeature List S & Software Feature version Application Functions and Benefits enQuesta Credit Refunds 5.0 All We have added substantial functionality to Credit Refund processes. enQuesta now INACTIVE accounts INACTIVE or ACTIVE accounts with supports the following business with credit balances. or without credit balances. requirements: - Ability to have a grace period between the last Work Order 8710 payment date and the or Online Postings issuance of a refund check 11-Credit Refund - Ability to issue a credit refund regardless of the Accounts Marked by Operators far balance due on the account Refunds; Five Options Are Available: In the event of a payment 1 Norma) Credit Refund tAndfOr made in error 1 paymentin Error NottsfeseedCredit Rolanre - Ability to cut a check for any 4 AnyAmount' s Any Amount. Contact Change • specified amount regardless "=Supervisors Only of balance of account but And/Or not to exceed the credit balance on the account IT REFUND - Ability to automatically NSHEET generate security deposit refunds as a credit to the account based on pre- defined rules - Ability to issue a check for c L7UVLS:OADREFUND any user -specified amount, CHECKS to anyone, and for any reason (over charges, etc.) regardless of the account balance - Provide on-line reviews of an active account prior to applying the refund a�b .. + 4Ubm 13nr6@ s C9f]16® Cf ibm r.v u.w< ®ee.nemn fuoll. s pRLwm SS Property of Systems and Software Inc 25D-193 -r Systems a Software enQues ta n' New Feature List Feature version Application Functions and Benefits Deposit Transfer Enhancement 5.0 All enQuesta Work Order programs were modified to add new functionality for Deposit Transfers. When a customer moves from one premise to ��— a�P—, M.�:�wer°:,y m,...:, F m,°.Po another within the utility's service area, an additional M deposit amount can be required, if warranted. A few w" specifics: enQuesta now allows for ` o 0 the calculation — based upon credit rating — of an additional deposit when a customer transfers from one premise to another. If the customer transfers from one premise to another, enQuesta now calculates the deposit amount due at the new premise and alerts the user as to the amount that the transferring deposit is over or short of the new deposit requirement. enQuesta now includes the ability to calculate a new deposit for services when transferred, taking into account credit history, types of services, and customer type, with the ability to override Property of Systems & Software, Inc. 2 5 d-', , X" l 89 enQuesta'"NewFeature List S & Software Feature ve,so� Application Functions and Benefits Split Account History 5.0 All This program is an adjustment routine most commonly used in account BANKRUPTCY processing. Sometimes charges that have accrued on one account since a o ° certain date need to be transfer- red to another account. This program lets you designate the filing/split date for apportioning charges and prorating consump- tl'°� tion between a FROM account (of F- A any Active code) and a To account (that must be an active account). For example: - When customers file for bankruptcy, business entities are required to segregate all customer charges incurred prior to the bankruptcy filing date from any charges incurred thereafter. enQuesta Bankruptcy functionality provides two enQuesta accounts: An under -review bankruptcy account (protected) and an unprotected bump -up account (to bill any new charges incurred since the bankruptcy filing date). - A utility customer moves to another premise within the utility's service area, but fails to inform the utility in a timely manner. Here it might be beneficial to transfer charges incurred since the move date to the customer's new account. Prerequisites are that the FROM and To accounts must have the same applications and the To account must be active. 90 Property of Systems and Software Inc. 25D-195 -r Systems a Software enQues ta n' New Feature List Feature Version Application Functions and Benefits Expanded Report Code Functionality 5.0 All enQuesta report code functionality has been expanded to provide more precise control of collections notices. See the description on page 16. Expanded Auto Void Reconnect Workflow 5.0 All Auto void can now be configured Capability to both void an order and create another work order at the same time. In the past you could only create an order or void an order. This allows you to create more work flows within Auto Void. Prevent Balance Transfers Between Property 5.0 All enQuesta has been enhanced so Classes that the system can be configured to prevent balances from being transferred between residential and commercial accounts (and vice versa), even when the accounts share a common CIS (Account Holder) Number. Note: for this enhancement a Tax Type of 0 is used to identify residential accounts and all non- zero tax types are considered commercial. Notice Due Date, Notice Amount, and Shut Off Date 5.0 All By popular request, the Notice Are Now On the Work Order Secondary File Due Date, Notice Amounts, and Shut Off Date from the Collections Run Sheet (or Billing Collection Events Calendar setup) are now available in the Work Order Secondary File for printing on work orders and letters. Property of Systems & Software, Inc. 2 5 d-f,,9l 91 enQuestamNewFeature List 5 & software Feature ves,on APPiIaation Functions and Benefits Deposit Risk (Deposit Increase) Calculation Can 5.0 All The Deposit Risk process (aka Now Select by Property Class and Credit Points Calculate Deposit Increases) was modified to allow account Property Class and Credit Points as selection criteria. Easier Selection of Billing/Collection Groups While 5.5 All See the description on page 73. Scheduling Billing/Collection Events Billing Due Dates and Collection Timelines by 5.5 All Property Class and Tax District Property Class and Tax District filtering options have been added to increase account specificity during: inNeMamfveM Man4=un[. m ... IA - Billing/Collection Events and r ® Job Scheduler processes » aaf�e - Collection Notice account v a selection and other C&C e w processes - Other enQuesta processes a� Benefit., If your utility's business a _ m practices must accommodate multi -state regulations or are otherwise highly region - dependent or property -class dependent, enQuesta can help you focus and discriminate your utility's Collections and Billing disparate processes across such groups of accounts. 92 Property of Systems and Software Inc 25D-197 -1 Systems & Software enQues ta no New Feature List Feature version Application Functions and Benefits New Collections Notice Fields Offer More Control 5.5 All New fields on Collection Notice and notice setup screens provide more granular control over notice ....... ,., 3 generation. You can: AIX - Specify by Application / — Property Class / Tax District combination the bucket o age(s), amount thresholds, o NMw., and Sales Classes required for selection by a particular an y o oesn. need notice type. You can define o eva for your selected combination of application, notice type, 0 oa®r_ property class, and tax district the balances to include, the a®- selection -threshold amounts, and the sales classes that will be included or excluded in the notice calculation. �� aw Nona crn.n. �1 o r i xmort Code rn m<.naoo - Define Report Code Exclusion/Inclusion sets, o, o° which provide a simple way to define how a particular Notice should handle any of a _ e large number of possible Report Codes on accounts. This way up to 999 pre- determined report codes can be excluded or included in the selection process using a - single step. Auto Void Reconnect Can Now Be Configured by 5.5 All Auto Void Reconnect setup Tax District and Property Class. functionality was modified to include selection by Property Class and Tax District. Property of Systems & Software, Inc. 2 5 d-f,,9l 93 enQuesta'"NewFeature List Systems & Softwam Feature ve,sm� Application Functions and Benefits New Selection Method Option in Notice Criteria 5.5 All The Notice Criteria program was modified to add a new Main Selection Method 18-By Past Notice Sent Code and Due Date. The new functionality enables the user to successfully select accounts by due date (range) in addition to the previous notice sent. Mass Inclusion/Exclusion of Accounts from Notice 5.5 All Does your utility use a large Selection Using Report Code Exclusion/Inclusion number of report codes to flag Sets different account attributes? The new Report Code Exclusion /Inclusion Set feature lets you define a group of up to 999 report - - u�=, „oa„rc =�_ �«__•� codes for one-step inclusion or exclusion during notice calculations. Benefit: Improved notice- - •- — - selection granularity for utilities that employ a large number of report codes to discriminate accounts. 94 Property of Systems and Software Inc. 25D-199 d Systems 10' & Software enQues ta m New Feature List Feature version Application Functions and Benefits Automated Agency Promise -to -Pay Agreements 5.5 All In addition to the routine manual procedure for creating individual Promise -to -Pay agreements on _IHE+P FILE I VLOaD MENU oat, 2/11 /NI, accounts, you can now create Agency Promise 1 LIHEAP PROMISE CALC multiple agency -based P2P 2 LIHEAP PROMISE LISTING agreements en manse by LIHEAPLow/ncome 3 LIHEAP PROMISE UPDATE uploading a CSV-format Discount Rate enrollment file into enQuesta. A LIHEAP FUEL RATE CALC This automated agency P2P LIHEAPLowlncome.-- 5 LIHEAP FUEL RATE LISTING 6 LIHEAP FUEL RATE UPDATE procedure can also integrate Our P 9 Y Discount Rate utility's LIHEAP and/or EAP 7 ELECTRICAL ASST PGM CALL related processes with Low- ILow lnmme 6 ELECTRICAL ASST PGM LISTING income discount billing rates, as Discount Rate 9 ELECTRICAL ASST PGM UPDATE well as confer the applicable Credit & Collections protections. Benefit. Streamlined administration of large number of agency -based payment agreements. Contact S&S for additional information about this enhancement. Automatically Break an Installment On Accounts 5.5 All Formerly: If the customer had That Final Bill an installment, the final bill would include the monthly installment payment and the current amount but would not include the remaining deferred balance. A customer service rep was required to close the installment for the final bill to be calculated correctly. Now: When a customer wants to close their account, enQuesta automatically closes any installment on the account and generates a complete final bill for the customer. A customer service rep does not need to manually break the installment because the system does this automatically. Benefit., Installment balance is automatically transferred to the final bill. Property of Systems & Software, Inc. 2 5 d=fj d 6" 95 enQuesta'"NewFeature List 5 &Software Feature vesm� Application Functions and Benefits Cash Entry Enhancement Lets Cashiers Direct 5.5 All The Cash and Mail Entry Payment to an Active Agency Promise To Pay programs were enhanced to display a popup when an account has an active Agency Promise To Pay. The user can either press Enter to have the money apply to the Agency Promise To Pay, or press ESC (Escape) to have the payment not apply to the Agency Promise To Pay. Improved Deposit and Deposit -Interest Balancing 5.5 All enQuesta has been enhanced to ensure that deposits and deposit interest stay in balance. The enhancements include: - Recording deposit refund and deposit interest transactions for each deposit sequence in the deposit table. - Adding validation to the deposit interest calculation, deposit automatic refund, on- line posting deposit refund, work order deposit refund, and on-line posting delete routine to ensure deposits and interest calculations stay in balance. 96 25D-201 Property of Systems and Software Inc. enQuesta'"New Feature List Systems & Software Feature version Application Functions and Benefits Run Multiple Notice Types Within One Notice Run 5.5 All We are excited that the Billing / Collection events calendar now ®flm . ' enables users to run notices and shut -offs configured to use m methods 1 (Single Due Date), 6 (Past Notice without Cycles), _ 2...... and r 9 (Past Notice with Cycles) as a .-a single process. In other words, you can now run all these notice types in one calculation. It lets you run multiple notice types that share a due date. Benefit., Faster, more streamlined collection processes. NOTE: Special scoping of your Collections processes by Professional Services may be required to implement this feature. More Standardized/Automated Installment Creation 6.0 All enQuesta's installment type criteria have been expanded to support more automated installment generation with less required input from CSRs. In the past, during installment creation the CSR would need to r. individually input field data such as agreement date, start payment date, number of payments, down payment amount, and agreement _ amount. Nowtparameters can be preprogrammed as installment plans into more granularly defined installment type criteria — auto -populating much of the Installment Payment Agreement screen as soon as the account number is entered. The installment plan applied to an account is determined by which work order the CSR chooses. If your utility permits installment creation via API (WebConnect, IVR, kiosk, or other external Property of Systems & Software, Inc. n 5 6=idY 97 enQuesta'"NewFeature List 5 &Software Feature vesm� Application Functions and Benefits application) you can predefine criteria records (installment plans) to suit CSR-generated and/or API generated installments. New functionality has been added to support utilities that require a payment be made before an installment agreement can be created. Such pre -payments can now be more flexibly applied toward down payments, with better payment -distribution controls in these situations. Benefit: Enhanced installment configuration options mean less required input at installment creation and more flexible pre- payment and down -payment scenarios. Note: Standard for 6.0 only. Available 4.1-5.5 only with additional services and costs. Single -Application Payment -Distribution Option for 6.0 All Standard payment -distribution Promises to -Pays rules now provide the option to distribute Promise payments to a single application only. Previously this distribution was always across all applications. Cash Promise To Pay entry now identifies the type of promise (Customer or Agency) and uses the rules specified for each type. 98 25D-203 Property of Systems and Software Inc. enQues ta r" New Feature List System a Software Optional Features Feature version Application Functions and Benefits Auto Void / Reconnect Times and Fees 5.0 All Additional parameters have been added to the Auto Void / Reconnect criteria to allow work orders to be created either for the current day or for the next business day, depending on the time of day that the payment is - Notepad Information Ada More Details 04,1e - Tro MT, hates 00 10/03/2013 cam 30— wos 201343ti047 - made and the amount of the 11: 17 AM QIlFNCITLOY 96 payment. 95 AUTOMATIC PAYMENT w03/ 3eAAT nA-1 For example: A turn -on work 95 00 09/04/2013 6Ya3 317— Ac tNun6er: 53-1416.322 order might be created today if 10:38 AM OCTUWOFFLOOC Premise Number: 66ADODO the payment is made before cis m ahHI 1197/FJ m. 6:00 and the meat P payment 00 OperaW Name: TRAIN OPT 2000 00 08/04/2013 NEWS I5W1— Opcator Nurber: 2OW includes a specific turn -on fee. 00 08:20 PM CUMIXTUarf- However, if payment is made after 6:00 p.m. or if the turn -on fee is not included, then the turn - on work order will be created for the next business day. i FIR Additional services and scoping G�Q_KKSs SAKI IAL10 SKIAER aoaku. _ U.ae.. .•�. w ram.=w are required for this feature; see sales representative for details and pricing. Ynur eerriee a., been arsnonrc<ha iw wn-Payment. 1eo.— SaWYe.r xv65n61nn<KMuw s—teIII. I1 m. ' I-. mwc< ICMY nar ON.%eemnrx time nb.— LIN 1.m, aM LOIN a.m, - ID r<ea<sv am. w wx. wea •<a..1r. mx 1.maoM w v.1.K 1<u.mnu...l.ri. tr W.w<a.a-rn a.ama.a sMww+m•wn o-a:. u.vane�m.,. r„en„n,¢.eo., w. we.z.rww um lM �aswn[bwlwxwbwg rnem. Wwrvw,lwMw bv�gnvNvw oJ.iO<N Cn WNVIn tlM wxvwaenyl5 <! 11 pq m.qn yy<ngr w1 m[M[mn1<1nY, ppi enR, YnanWnrmY<mR<6 W CULLamv S<rviw Me WewYY]Oal£W be«lnaY.dMNN wlmlram. Property of Systems & Software, Inc. 2 56='uX" 99 enQuesta'"NewFeature List 5 &5ofttware Feature ve,so� Application Functions and Benefits Collection Agency Recall 5.5 All Accounts turned over to collection agencies for arrears collection are not static: - The account's arrears balance could change - The customer may have paid partially - They may have paid in full - Bankruptcy protection may have been established - The account may have closed and the balance transferred to a new account - A settlement agreement may have been reached with the customer - The utility may have terminated its business association with the agency, necessitating the recall of all accounts from that agency - The statute of limitations for collecting arrears may have been reached, terminating the need for an agency record on the account - Some agencies may specialize in collecting newer or older debt, necessitating transfer to another agency when arrears reaches a certain age enQuesta's Collection Agency Recall function keeps collection agency records, both on individual accounts and at the agencies, up-to-date and synchronized. It does this through work orders the utility can apply to individual accounts and a daily Collection Agency Recall run sheet that generates a file for communi- cating any status changes to individual collection agencies. Additional professional services may be required to implement this feature at your organization. Please see your sales representative or account manager for details regarding scheduling and pricing options. 100 Property of Systems and Software Inc. 25D-205 .r Systems �. e Software enQues ta n' New Feature List Feature version Application Functions and Benefits Collections Run Sheet Now Can Generate the XML 6.0 All The XML Notice Print file can Notice Print File now be printed from the work - order -generating Collections Run Sheet process. Formerly utilities requiring this file were limited to the non -work -order -generating Notice Run Sheet. Additional services are required. Property of Systems & Software, Inc. n 5 6=fj d 9" 101 enQuestao'NewFeature List Systems 7 & Software Optional with License Features Feature version Application Functions and Benefits Shut Off Notification 5.0 All A utility customer can now receive a notification when their account is turned on or off. Pre -Paid Billing to Manage Difficult Payers 5.0 Any See the description on page 80. application with AMI and remote - disconnect metering (typically Electric) 102 Property of Systems and Software Inc. 25D-207 enQuestap'NewFeature List Systems a Software 7. REPORTING Standard Features Feature version Application Functions and Benefits GL Batch Drill -Down 5.0 All See page 10 in the "Customer Service, Call Tracking and Inquiry' section for a description of this feature. Flat History: Combine Billing and Consumption 5.5 All This enhancement creates a History into a Single Database Table for Simplified new reporting table called Reporting "enquesta.history," upon which Cognos models can be built. For easier reporting, this table "flattens" and merges billing history, billing history detail, consumption history, and balance detail history into a single indexed table. Additionally, G/L numbers can now be associated with historical transactions (formerly they were only summary). Benefit., Now report authors can create new Cognos reports more easily in these areas, without having to know or understand the complex joins that exist between the enQuesta tables. NOTE: This feature must be set up by S&S at each utility site. A conversion process to load history back to a certain date is required. Contact S&S for additional information about this feature. Property of Systems & Software, Inc. n 5 6=fj d 9" 103 enQuesta'"NewFeature List 5YS& software Feature ve,sm� Application Functions and Benefits Redesigned enQuesta Standard Reports and 6.0 All Cognos® BI Reporting is now Integration with Business Intelligence integrated into enQuesta. Cognos reports can be accessed and run from the end �,AC enQuesta menu and Inquiry portal. ■ `� r � +� A future enhancement is expected to permit scheduling of reports through Job Scheduler. Standard Reports from BI foul Availablefmm enQuesta User Interface Benefit. Simplified Reporting workflow. m ma..ennt Standard Neportsfrom BI lool Available from enQuesta User Interface Waw NantLN Bummary Jamnal -Nrrcm t. 91rz013-wvYAia 1. o �® 104 Property of Systems and Software Inc 25D-209 enQuesta^'New Feature List Systems a a Saftware Feature version Application Functions and Benefits Identify Table and Column Names Directly from the 6.0 All To simplify report writing, enQuesta User Interface (X-Ray View) enQuesta 6.0 provides business users with an "X-ray view" to point and click to find the Field and Ta ble Names Accessed via enQuesta Application associated enQuesta table and column names from within the application. s.ea x=.nv Business users ran ghudid enenQuesbsaeens la view she database name from dlrend within the enQuesta User lrnerfars, A te:eemewe +z ann+wamnuu wpyea. Field and Table Names Accessed via enQuesta Application AGFeenana, muress ww. o. ayat ea- maPua a.®: tsd dhaaaeee.m fismsdiwmdy .Imm#,eeno csoisi e. ._ .. o r� Property of Systems & Software, Inc. n 5 6=fj , 6" 105 enQuestamNewFeature List 5 &Software 8. SECURITY AND SYSTEM ADMINISTRATION Standard Features Feature Version Application Functions and Benefits Record Lock Detail Shows Who Has a Record 5.0 All Do you ever find yourself Open blocked from accessing a particular record (for example, a Customer Master File) because another employee had that o record open? el This new program displays the username of the employee who s�2 Fw�w has that record open. Benefit., Expedited access to blocked records. Active Code Security 5.0 All Program security is now level 3 to modify the Active Code field within the Customer Master file. Users not having level 3 privilege for the program, Mp w, . , --- — � , — " � e. oa® ea®a® ciactcodesecurity, are denied 0. as a� access to this field. �Pleaze Note 0 106 Property of Systems and Software Inc 25D-211 r Systems p. & Software enQues ta n' New Feature List Feature version Application Functions and Benefits Enhanced Administrator Program Security 5.0 All enQuesta Administrator Program Security was enhanced to work based on standard Operator Group level security. ®enQuesta-Connectetltov4.loevempment-al askryan 0' o'® assword Screen When an operator is in a Supervisor Group and they access options on the ADM menu, they will no longer need to enter a separate password. Enter Passwor Operators not in a Supervisor Group will not have access to these programs. Work Order Restriction to One Security Group 5.0 All See the description on page 39. Single Sign On / LDAP Enhancements 6.0 N/A enQuesta 6.0 provides the following cross -platform enhancements related to Single Sign On authentication and For related Technology Stack Lightweight Directory Access specifications, see the Protocol (LDAP): appendix on page 132. - Presentation level integration - enQuesta accepts and authenticates credentials against Microsoft Active Directory or any LDAP service. - If the user runs the application from a system which is already logged into the directory service, enQuesta does not prompt for authentication, and SSO capabilities are achieved. - With no more client to install, no SSH connection is required. - An LDAP server is built into enQuesta (in case the utility does not already have LDAP installed). Property of Systems & Software, Inc. 2 5 6=fj�l�Y 107 enQuesta'"NewFeature List 5 & Software 9. WEBCONNECT AND PAYCONNECT Optional Features Feature Ve,smn Application Functions and Benefits WebConnect "What If' Rate Comparisons 4.0 All WebConnect was enhanced to allow WebConnect users to perform a WHAT IF comparison between their current rate and a different rate. This functionality works similarly to the WHAT IF comparison available to the CSR's on the Inquiry Portal. See page 21 in the "Customer Service, Call Tracking and Inquiry' section for more information. Additional services are required for this feature — see sales representative for details and pricing. WebConnect Report Outage link Can Create a 4.0 Electric WebConnect was modified to Work Order (Requires 63760) create a work order when an Outage is reported by a utility customer. An outage -management -system interface, additional services, and scoping are required for this feature. See sales represent- ative for details and pricing. 108 Property of Systems and Software Inc 25D-213 enQues ta m New Feature List System p. a Software Feature version Application Functions and Benefits Optional Limit: One WebConnect Profile Per 4.1 All WebConnect was modified to enQuesta Account prevent users from linking multiple WebConnect profiles to one enQuesta account if InvoiceCloud is the payment processor or if only one WebConnect user per utility account is allowed by the utility. If you want to impose this limit, contact S&S to set this up. WebConnect Can Display Inactive Accounts 4.1 All WebConnect was enhanced to Longer add a new configuration option to allow utilities to specify a number of days in the past that customers will be allowed to view their inactive accounts without balances. Prior to this enhancement only inactive accounts with balances were viewable in WebConnect. Requires configuration. WebConnect Option to Require PIN for Customer 4.1 All For added security, Registration, Transfer Service, and Disconnect WebConnect has been Service enhanced to allow configuration for requiring a PIN before entering the following service requests: Disconnect Service, Transfer Service, and Registration. Property of Systems & Software, Inc. 2 5 dn-V" ' 109 enQuesta'"NewFeature List 5YS& software Feature vesm� Application Functions and Benefits WebConnect Now Displays Service Status 5.0 All WebConnect was enhanced to display the application service status to your customers. For ��AAp 1MllL S example: Power/Water ON or OFF. W Uunm.s I u.ueµnv'. �a r ... m.e-.. en�.oti•� enwm�v; Ptiven���eb� ni a p�Cy • u�n.u-...i WebConnect Contact Info / Profile Changes are 5.0 All WebConnect was modified so Now Logged in the Change Register that any e-mail, phone, employer info, or marital status change made in by a utility customer in WebConnect will now be recorded in the Change Register. Note: Changes are recorded by CIS number. Complex Passwords Required for WebConnect 5.0 All WebConnect was enhanced to support stronger passwords. When a customer is creating a new WebConnect account, the password will be verified for strength and, if the password is weak, they will be required to enter a stronger password the next time they log in. 110 Property of Systems and Software Inc. 25D-215 +r✓ Systems & Software enQues ta m New Feature List Feature version Application Functions and Benefits Resend of WebConnect Activation E-Mail 5.0 All Inquirys Manage WebConnect User screen has been enhanced to include a new option that allows a user at the utility to resend an activation e-mail if the customer doesn't receive the original one. Property of Systems & Software, Inc. 2 5 6=fj�l�9l ill enQuesta'n"NewFeature List S & Software Optional with License Features Feature version Application Functions and Benefits WebConnectTm Account Reminders 5.0 All WebConnect was enhanced to provide Utility customers with a popup alerting them to update their personal information based a w:wneti «.rro°hiwauemk.aro°rrartecelMe.utienWely.n..arw.wywr on configurable time -frames. nnerri neiew eee .eke theme. m necessay. unuexwmnmare, upd.eE.eilad&en When a customer opens a new WebConnect account or their information hasn't been Update vhone ass , .ea u°aer personal updated in the defined number of months, the Information G — . at.,,,,,,, m.. x„•e, - ned Update Notice popup will a'. display. .."addata Any changes the customer makes online to their personal _•> information are automatically ;° updated to the enQuesta a ° oedi databases, with no work order being created for these changes. Additional services and scoping may be required for this feature — see sales representative for details and pricing. 112 Property of Systems and Software Inc 25D-217 ldc Systems a Software enQuestao'NewFeature List Feature version Application Functions and Benefits enQuesta Go! Version 2.0 N/A All We have added functionality to our Customer Self -Service GO Smart App Service Requests PP q Smart Apps: enQuesta GO Account Registration, Service Requests, and more account d = histories are now available via i GreenRiverslde the GO! Smart Apps. !:A iil Y 9pM9x°k, arvm°emp y ' NMBIIYIIQ qY oammM1 GW \6°Brc4 WnJYiG W°WN Usage History I ICI Payment & Billing History View Past Bills we Property of Systems & Software, Inc. 2 5 6=fj�l�91 113 enQuesta'"NewFeature List 5 &Software Feature ve,sm� Application Functions and Benefits Flex Bill Messaging for WebConnect Pop Ups N/A All You can now use the same versatile Flex Bill Messaging functionality formerly limited to bill messages and inserts to -•• p ^M• -•- ® ®® create popup messages that P will display for your online WebConnect customers when they log on. Note. Other Flex -Bill related - ••-----mm enhancements are described on -. - pages 59 and 67. 114 Property of Systems and Software Inc 25D-219 ldc Systems �. a Software enQuesta'"NewFeature List Feature version Application Functions and Benefits enQuestaTM Chat N/A N/A WebConnect now offers the option for your customers to converse in live online chat sessions with utility personnel. enquesta Chat: Connected This way your WebConnect Please wait An operator will be witll you shodty. }+ One please_ (p users can receive live help p.legs for the delay. ArepreseMve atiwill be vnth you S online instead of needing to use hortlpolagize y U T the phone. This lets you provide Halt Martha. My name is Katrina how can I help you? m w a new level of service and help I cant ngere oW how to thew an, hilt to your online customers. I can help you with that r 3 On the left side, do you see the link called Billing retails? C Q1 a�w!a_ Ves Please click that link to view all your biting history. wnsd ay an.,—c--[-.- Multilingual WebConnect N/A N/A WebConnect can now be made available to your customers in multiple languages. waaoma,ammt lsdmarll.ogad The customer selects their ano,....-WI. language when $umw,,e euenta preference a. I... Suguano onnewriannuadaaImemo Widar registering (or anytime later). .un ox° Muenbe I n9ncMnineany.1n, n,.°". Thereafter all WebConnect a.rory , NO—ae dmd 2L617age ``°`° .na..,a ...e e. pages are rendered in their - e c enno specified language. sa ° O1 � mow, "" °"POPT,"°'°"3p$6 "n"°��'� v 93639-35M 9<ANOEW3 The Utility has the ability to •k°°• •.. i.iv° Conm Eletlrtsha m,ol.Erew®salR.mm translate most on -screen °.a. ramaa. ,Siustedwca,ebmladogoose Rearerwwmxmutadm, were` messages, as well as all e-mail E e°e,d..r.m„a ae:ma9ano naaanao tllmaaul. notifications. Cann$ad $9$S9 ..w mwaaaa Aaami IIIIII� v ..Nose P � dnaa This feature is available for all °t Jawal a w enQuesta versions from 3.3 up. ..m waTSR sage srz96 MOO sleua m*+•,. A^ a^ SEWER sagf $169< $o. $Iaw ca,9a I.W. $..an $R9.90 $1.69 $91.,a us. GMMM PammaP Pagolllnmo $1111.21 gags annemb,e g6. 2.1. geleAesMPaoo Burartlo pare t s ryyw poparyMs... woy�amaeoa Paw&aemnanc noesH bands an un Plan de Pago grteRo o Pago nneta de cnem m:man. unenryeuaaeeao R.w,ann Pw,re Pago cm.�cm eenm,oenomnm Paulmad6n dPan "uncoaao am,almeme an nueeno pmgmma de iam„aa Poaanonem mar. Val a a anoeau a,:Uirewweno sugmao Property of Systems & Software, Inc. n 5 6=fj , 6" 115 enQuesta'"NewFeature List 5 &Software Feature vesm� Application Functions and Benefits Secondary Parties Can Be Associated to 5.0 All WebConnect has been WebConnect Profiles enhanced to accommodate recent changes to the Secondary Party functionality within enQuesta. During WebConnect profile setup, enQuesta now displays a list of qualified users that can include secondary parties. 116 Property of Systems and Software Inc 25D-221 enQuestaTM New Feature List Systems s Software 10. TECHNOLOGY & WEB SERVICES Standard Features Feature Version Application Functions and Benefits Job Scheduler Can Now Run External Scripts and 4.1 All Job Scheduler has been FTP/SFTP Tasks enhanced to provide the ability to run operating system programs and FTP/SFTP files through the use of new "Execute Ao65ched+d _.j!:y,4aWBuilder--well(talog — CS Task" and "FTP Task" Job yob Scheduler Template Builder Scheduler tasks. Contact S&S for additional information about Application: I I - ELECTRIC [EQ - y Template Nar this enhancement. Choose Job Scheduler Menu Options Send Bill Is Ready Notifxation Run Sheet • JPre-ElilAng Run Sheet •. _Jl lling Run Sheet 3i ]Penalty Run Sheet • JCredh Fund Transfer Run Sheet • INotke Run Sheet • JShut Off Run Sheet • JPrpmise To Pay Break Routine • i installment Break Routine GL Interface • jGenerat Ledger Interface Run Sheet Trial Balance Month/pate Validation Routine • Jlob Scheduler Test Run Sheets • J Wode Order Control Sheet and Documents • J Work Order Complete Report and Update - -Aprogram Container �. Execute OS Task - -AFTP Container `111 Task Job Schedule the Delinquent Notices Run Sheet 4.1 All You can now schedule delinquent notices. Property of Systems& Software, Inc. 2561Y 117 enQuesta'"NewFeature List 5 It &Software Feature vesmu Application Functions and Benefits Most Core enQuesta TIM Processes Can Now Be Run All Since its debut in version 4.1, Automatically by Job Scheduler the enQuesta Job Scheduler has expanded to run more and more enQuesta processes, including: Job Scheduler Template Builder— Webpage Dialog - Reading Edit Job Scheduler Template Builder _ 4. - Billing Validator - Billing Run Sheet Application: 1 - ELECTRIC [EL`� Template Name: - Penalty Run Sheet choose Job scheduler Menu options Credit Fund Transfer Run Sheet ORF - Billing Adjustments Update OTX - BIlling Adjustments Update - Delinquent Run Sheet ODG - Billing Adjustments Update OSend Bill Is. Ready Notification - Shutoff Run Sheet BUUT - Monthly Summary Reports OUT - Monthly Summary Journal Print - Promise to Pay and OUT - Monthly Sales by Tax District Report Installment Breaks 6 UT - Monthly Sales Tax Report OUT - Monthly Sales by Rate Report - G/L Interface OUT - Monthly Sales by Meter Size Report - Work Order Control Sheet 5 UT - Monthly Misc. Tax Report 8 UT - Monthly Usage Factor Report - Work Order Completion 8 UT - Monthly Aged Trial Balance Report Report 6 UT - Monthly Transaction Analysis Report OUT - Monthly Metered Demand by Rate Repc - Daily Update ot3UT - Month End 4 UT - Monthly Demand kW Update - External Scripts and 4 UT - Month End All Files FTP/SFTP Tasks o-yVdA - Monthly Summary Reports L77IWA - Monthly Summary Journal Print - Month/Date Validation OWA - Monthly Sales by Tax District Report 8 WA - Monthly Sales Tax Report 5.0: - Budget Breaks OWA - Monthly Sales by Rate Report - Tfle Balance OWA - Monthly Sales by Meter Size Report 8 WA - Monthly Misc. Tax Report - Cash Run Sheet 8 WA - Monthly Aged Trial Balance Report M WA - Monthly Transaction Analysis Report - Deposit File Print o 1=1WA - Month End - Deposit Auto Refund - Deposit Interest Run sheet - G/L Extract Run Sheet - Interdepartmental Billing (IDB) Processes - Billing Adjustment Run Sheet - Month -End Programs and Reports - Write -Off Reports - ACH Run Sheet 118 Property of Systems and Software Inc 25D-223 enQues ta m New Feature List Systems v. & Software Feature Version Application Functions and Benefits - Send Bill -is -Ready Notification (Except InvoiceCloud - Year -End Update - Prepay Billing 5.5: - Standard Payment Upload - Inactive to Active Transfer - Credit Refund 6.0: - Cognos° Report Runs Job Scheduler Task Approval 5.0 All Now you can create Job Schedulerjobs that require approval from a designated security group before enQuesta will run the task. You can set this requirement by double clicking any task within an enQuesta job template and completing the relevant fields. uh+mNei� 4 " n ww per 1.bmY Rd�3nr. mW upmb Rwnn 3wfiYw.r Naar wwn 4ah 4bu Wu _ ri "14whneuaw _ sDeIN UMsm aNVCt'r�uY600t M INMIMeM Run I..� ii— .ua. nmuim.� w u.�.ar'M.i E-Mailed Notifications if Job Scheduler Tasks 5.0 All Job Scheduler was enhanced to Exceed Configured Time Limits add non -fatal, warning e-mail- message capability that can e-mail designated user(s) if a particular task within a job takes more or less time than expected/defined. Property of Systems & Software, Inc. 2 5 d=',1 119 enQuesta'"NewFeature List System61311, a Software Feature vesm� Application Functions and Benefits EBPP Message Generation Is Now Run Through 5.0 All See the description on page 62. the Job Scheduler E-Mailed Notifications if Job Scheduler Tasks 5.0 All Job Scheduler was enhanced to Exceed Configured Time Limits add non -fatal, warning e-mail- message capability that can e-mail designated user(s) if a particular task within a job takes more or less time than expected/defined. Robust New Technology Stack for 6.0 6.0 All To support the enhanced V6 functionality described in the features below, S&S has assembled an array of For Technology Stack specifications, integrated technology worthy of see the appendix on page 132. the task. For specifications pertaining to the enQuesta 6 technology stack, see the appendix on page 132. Java Upgrade 6.0 N/A The version 6.0 platform has been upgraded to employ Java EE (Enterprise Edition) 7. This major upgrade to a key application component further improves enQuesta's ability to meet enterprise demands by expanding capabilities available to Systems & Software program developers. 120 Property of Systems and Software Inc. 25D-225 enQuestamNewFeature List Systems & Software Feature version Application Functions and Benefits Full Browser Platform 6.0 N/A enQuesta 6.0 delivers full - browser CIS functionality based on the latest Java EE 7 technol- ogy. The "client download" of enQuesta files to the user's computer (required by previous enQuesta versions) is no longer necessary due to WebSockets technology. New Webfast functionality replaces the former W infast screens. Benefit. Simplified enQuesta installations and updates at the individual operator level. Redesigned enQuesta Menu System 6.0 N/A See page 19 in the "Customer Service, Call Tracking and Inquiry' section for a description of this feature. Support for 6.0 N/A Based on customer and industry Microsoft Windows® and Microsoft SQL Server® feedback, enQuesta 6.0 supports SQL Database and Windows Operating System — Database& Operating System Choice in addition to the current Linux/AIX with Oracle RDMS. suppo womabngspm I*OjeAmu Supported WtaWsa ORACLE` McrosoR' SQL Server Property of Systems & Software, Inc. n 5 6=fj .9" 121 enQuesta'"NewFeature List 5 & software Feature version Application Functions and Benefits Application Failover Strategies 6.0 N/A Failover strategies requested by our customer base are available in 6.0 with the result of reliable enQuestaClusteringfor TransparentFail Over system performance and clustered enquesta decrease of system downtime ConUlns the following Instances: "Quete DO Server for CIS users. Izl anQuena Application Nodes CcM. Webwrmect Mobile • CRat e eenQuueesta (lustedng for Transparent Fail Over. Infrastructure Connections �Y w...n / \77 d The enQuesta Cluster is configured such that only one node will be active at a time. Both nodes remain 0 up and connected to the Database at all times; however, only the 'active' node will associate with the o virtual IP address and network name used by operators. 122 Property of Systems and Software Inc 25D-227 enQuesta'"NewFeature List 4 &te Software Feature version Application Functions and Benefits Single Sign On / LDAP Enhancements 6.0 N/A See page 107 in the "Security and System Administration' section for a description of this feature. Job Scheduler Recurring Jobs 6.0 All The enQuesta 6.0 Job Scheduler supports scheduling of the same job repeatedly. Benefit: Freedom from .T— V—ins redundant setup for processes o Eel e �,l that you run on a recurrent O fwn—tt a schedule. stir w. F007 QO v Fed Wtc 01 3Hv Hoiden Di I Hro.,nir MMw H HY Da Wehv r omy I mac lT." F-Wadr y 7TvzGy ❑f^!^Y ❑�, ❑sundey smrt un On— bee FO-07oo7 LW NwSal"Adry Property of Systems & Software, Inc. n 5 6=fj .9" 123 enQuesta'"NewFeature List Systems & Softwam 11. METERMANAGEMENT Standard Features Feature ve,smn Application Functions and Benefits Meter Swap Now Works for All Metered 4.1 All Originally, Meter Swap Applications functionality was available only for Water and Sewer. Now it can be used for any metered application including Electric. Enhanced Meter Test Result Entry 5.0 All The Meter Test History Program has been enhanced to offer the option for each metered service (Electric, Gas, Water) to have its own Meter Test History form. _. �,. ® - o • -•o Additional fields have been added for Electric Test Values and flex fields will be added for non - occurring fields on each form. The length of "Meter Test Information" fields has been _ _ q o � increased from 50 characters. The earlier version of the meter " `- o` u o n o test screens remains available. MeterSense Integration 5.0 All Water, Gas and Electric providers can take advantage of robust Meter Data Management capabilities with enQuesta. �$9 a 4+� � d sense Our pre -integration with the MeterSense product suite allows customers abest-of-breed, single- vendor CIS / MDM solution. 124 Property of Systems and Software Inc 25D-229 -1 Systems & Software enQues ta m New Feature List Feature Version Application Functions and Benefits Smart Grid Functionality Integration 5.0 All enQuesta has been built to integrate seamlessly with the major Smart Grid / MDM QntkmandReadings from Smart Meter toenQuestaduring aSWorktlaw applications. It is rich with CSR and Customer Self -Service Features, including a I'll P,o = On -Demand Readings, Theft Detection and What -if scenarios. puns sa mpue4wiForticrtafsgfitlb 411 la u. a EW .,vi a4. curt rxa I Smart Grid AnalytiesforCustomer5elf-Service via enpuesta kbConnea i�.Z„ �n®P:°- . ov» mre rr wry rvr, nr� Property of Systems & Software, Inc. 2 5 d=';,6" 125 enQuestan`NewFeature List Systems & Software Feature version Application Functions and Benefits Easier Route and Cycle Re -Assignment for 5.0 All When your utility's customer base Accounts expands or staffing levels change, you can use this run sheet to reroute accounts in order to maintain manageable reading M==n,.u=••°� �= ^« �® routes. Rerouting reassigns o accounts from one or more a r source route(s) or cycle(s) to a destination route or cycle. You can use this program to: Move the accounts of one o°woaaoo o°� o' route, a range of routes, or a °•n=+I —p o°+ ®E list of up to ten routes to a ®o �Lj single "destination"route, Ana+ 7=­ ®o. reassigning the accounts' route sequence numbers in a•mnnnpe,nl=eeerniry ryne. rr•mpveua -.,.w, ••a„a.,v,=.�.,M,„�,�.,„,•mr.,,.n. the destination route (if INNIS required). - Move accounts with granu- larity from only a subset of a route (as defined by a range of the route's handheld/walk sequence numbers). - Verify the cycle for accounts being moved by route as above, only reassigning accounts belonging to the cycle(s) you specify. - Instead of moving accounts by route, move them from one cycle, a range of cycles, or a list of up to ten cycles to a single destination cycle. 126 Property of Systems and Software Inc 25D-231 +f Systems & Software enQuesta'"New Feature List Feature Version Application Functions and Benefits Meter Mass Change 5.0 All You can use this procedure to mass -change selected attributes at either the device or the register level. For example, suppose: A R C D 1 94fi9 CIWC_PURCH_ORDER CIIWC_PUR6H_DATE Ci OVC_PURCH_COST 1 9470 CIWC ACTVE CIDVC_PURCN ORDER ODVC PURCH DATE CIE An entire shipment of meters 3 9474 CIDVC_ACRVE OWC_PUNCH _ORDER CIDVCPURCN DATE CIE has inadvertently been 4 wn CIDVCACTEVE ODVC_PUNCH ORDER CDVC_PURCH DATE CIE entered into inventory in 1 94 CIDVC ACTIVE OWC_PUNCH ORDER CWC PURCH_DATE CC U 9489 CWC_ACRVE CWC_PURCH_ORDER CWC_PURCn_DATE Ct enQuesta with the incorrect T 9484 CIWC ACTVE OCHRE PUNCH ORDER CDVC PURCH_DATE CIE manufacturer Model Number a 9"7 ❑WC AC11VE CDVC PUNCH ORDER CDVC PUNCH DATE CC 9 94M CIWC A HVE CIEW PUNCH ORDER COW -PORCH DATE CIE or Purchase Order Number. t0 9491 CIDV[_Afl'IVE 0Wf_PURCN_OR0ER CDW_PURCH_DATE C Or maybe a set of Other Devices was assigned an incorrect meter status (say, 'Truck" or'Tesf' instead of "Inventory'). _. Or the wrong template was �Oa used when adding a meter shipment by vendor file. Or perhaps a shipment of meters needed to be quickly logged to some Pre -Inventory interim status with a prelim- inary set of attributes that must now be updated more accurately into Inventory status. If the number of device records requiring the fix is significant, changing these device records individually is not practical. That's where the Mass Meter Change program can help. Available from a button at the top of the Device Maintenance screen, the Mass Meter Change program lets you upload a CSV file defining the attributes you want to correct and the device IDs for those device records needing the change / correction. All changes are copied from a template device record you specify. Property of Systems & Software, Inc. 2 5 d=,';,Y 127 enQuestaci`NewFeature List i 5 & software Feature version Application Functions and Benefits Meter Test Upload for Existing Meters 5.5 All Previously, meter test information could be mass uploaded only at the time of shipment — along with new -meter information. After shipment, subsequent meter test information needed to be entered manually. enQuesta now permits upload of meter test information for established meters using an upload file. 128 Property of Systems and Software Inc 25D-233 enQuestao'New Feature List System a Software Optional Features Feature version Application Functions and Benefits Green Button 4.0 Electric Green Button allows energy Gas providers to supply energy users with their own consumption data in an easy -to -read -and -use format at the click of the "green button' Green Button from WebConnect. Download Smart Grid Integration enables My Data enQuesta to pull utility -customer data for use by a number of 3rd party consumption -analysis applications. This means that WebConnect users can now view their interval usage (and, optionally, cost data) via the recently introduced industry standard format, Green Button rendered XML. CSV export support has also been added. Additional services and scoping may be required for this feature — see sales representative for details and pricing. Meter Orders Can Now Update a Meter's AMI Type 5.0 All For utilities using an AMI system such as MeterSense: For meter orders such as meter installs and exchanges, new functionality has been added to the work order type file to allow a work order to update the meters AMI Type at the work order update. This order option opens to the Device File so the user can edit only the AMI Type field. Example AMI types: Manual Meter, AMI Meter, AMI Meter Billed Smart. Neighborhood Net Metering Support 5.0 Electric See the description on page 77. Property of Systems & Software, Inc. 2 5 6=,';, ti" 129 enQuestao'NewFeature List Systems a Software 12. NEW SITES, PERMITS Standard Features Feature Vefsion Application Functions and Benefits Enhanced Validation Account Criteria 5.5 All See the description on page 71. 130 Property of Systems and Software Inc. 25D-235 enQuestamNewFeature List Systems a Software APPENDIX A— WORKSTATION SPECIFICATIONS for enQuestaTm 6.0 System Configuration .• Laptop or Desktop .•.Specification Laptop or Desktop Operating System Windows 7 or 8.1 Windows 10 Processor 6th Generation (or later) Intel® Core'"' i5 6th Generation (or later) Intel® Core TM i7 RAM 8+GB 16+GB Screen Resolution 1366 x 768 or higher True 4k Resolution 3840 x 2160 Hard Disk Minimum of 100 MB free space Solid State Drive with 1GB free space LAN Speed 100 Mbps 1,000 Mbps Browser IE11 IE11 PDF Viewer Acrobat Reader (latest version at time of installation) Acrobat Reader (latest version at time of installation) Property of Systems & Software, Inc. 25d_,l;, l 131 enQuestamNewFeature List 5 software APPENDIX B — TECHNOLOGY STACK for enQuestaTm 6.0 . - Operation System • Red Hat 7.x Java • Java 8 from IBM or Oracle Cobol • Visual Cobol3.x Oracle • Oracle 12 Application Server • 1Boss WildFly 10.1.0 or EAP 7.0.0 Java EE 7 certified, Tomcat 8.x for hosting Document Engine • Java EE 7- Major application components upgrade. Jump from EE 1.4 ( skipping Java EE 5.0 and EE 6.0 ) o JPA 2.1, JTA 1.2, EJB 3.2 etc. o Migrating from Seam to CDI 1.1 o Servlet 3.1, EL 3.0, JSF 2.2 —choosing implementation o JMS 2.0 - Active MCI Technology o Etc. • Along with significant changes to the platform, a lot of new functionality has been added. • Ability to publish interfaces and consume services with support of latest industry standards (APIs and protocols), e.g. SOAP 1.2, REST+ JSON etc. • Removing dependency on third party libraries • Winfast replacement with server side implementation based on Full Browser WebSockets design • New customizable, searchable enQuesta Menu • Security, Single Sign On(SSO) and LDAP Security • enQuesta to accept and authenticate credentials against Microsoft Active Directory or any LDAP service. • Application Clustering makes enQuesta a true enterprise -class Application Clustering application. Fail -over, load -balancing and distributed deployment features will make enQuesta scalable and robust application. Business Process • Powerful, integrated business process, business event, and business Management(BPM) decision management. Business experts and application developers to model, automate, measure, and improve their critical processes and policies. 132 Property of Systems and Software Inc 25D-237 enQues ta m New Feature List 1.Engine/Designer • Red Hat 7.x Operation System 0 Windows Server2016 Java • Java 8 from IBM or Oracle Application Server • Tomcat 8.x • Elasticsearch Red Hat 7.x Operation System 0 Windows Server 2016 Java • Java 8 from IBM or Oracle Server • Latest 1.4.x. GA version 1 (optional) • Red Hat 7.x Operation System 0 Windows Server2016 Java • Java 8 from IBM or Oracle Server • Apache DS 2.0 enQuesta 6.x on Windows• Operation System • Windows Server2016 Java • Java 8 from Oracle Application Server • JBoss WildFly 10.1.0 or EAP 7.0.0 Java EE 7 certified Prerequisites • enQuesta 6.0, without home directory dependency • Cobol on Windows • Revisit C library o RTS Tasks o Scripts o Etc. • Shell scripts (Cygwin may help) • JBoss/Tomcat on Windows, scripts, tune up. Property of Systems & Software, Inc. 25d_,l;, 9" 133 enQuestamNewFeature List 44 &oftware enQuesta 6.x on .•(SQL Server) Operation System • Windows Server2016 Java • Java 8 from Oracle Application Server • Moss WildFly 10.1.0 or EAP 7.0.0 Java EE 7 certified Prerequisites • enQuesta6.x • SQL Server migration from Oracle o Schemas, Tables etc. o Stored procedure/function migration proof of concept -call them from enQuesta Tasks o Oracle Stored procedure cleanup o Stored procedure/function migration Java/Cobol code change Embedded SQL migration to Standard ANSI o ENQSYSTEM.ENQSQLtable o lava/Cobolcode 134 Property of Systems and Software Inc 25D-239 ATTACHMENT C City of Santa Ana Municipal Utility Services Santa Ana, CA V'enQuestaLink enQuesta Link Mobile Proposal November 21, 2019 49 Systems & Software 25D-240 Table of Contents EngagementSummary..............................................................................................................................1 enQuestaLink Ir Q. cis Mobile Devices Mobile Server enQu sta ...............1 enQuesta-Link Modules..............................................................................................................................2 enQuesta-Link Features.............................................................................................................................3 enQuesta-Link Benefits............................................................................................................................18 enQuesta-Link Functionality/Integration - Detailed Pricing......................................................20 enQuesta-Link Hardware & Connectivity..........................................................................................24 Detailed Pricing........................................................................................... Error! Bookmark not defined. Payment schedule...................................................................................... Error! Bookmark not defined. ATTACHMENT A.......................................................................................... Error! Bookmark not defined. ATTACHMENTB..........................................................................................................................................25 25D=241 ENGAGEMENT SUMMARY 1?(P-nQuestaLink enQuesta-Link provides Mobile Service Order functionality that delivers real-time integration with the enQuesta CIS workflow engine - establishing a link between the office and field workers at a competitive price point. Systems & Software, Inc. (S&S) provides this product in partnership with West Coast Labour Systems ❑ Fully integrated with enQuesta CIS functionality ❑ Works in a wireless connected or disconnected mode ❑ Offering for Dispatch, as well as Field Technician workflows ❑ Multiple Device Support (Droid, Windows) / Robust mobile functionality ❑ Integrated partnership leverages WCLS mobility roadmap & expertise ❑ Scalable solution for enterprise mobility requirements enQuesta Version Requirement REQUIRED VERSION: enQuesta v4.5 vl(enQu esta Link Mobile Devices Mobi le Server CIS enQuesta Santa Ana enQuesta Link Mobile Proposal Page 1 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-242 ENQUESTA-LINK MODULES The proposed enQuesta-Link solution delivers the core functionality described in this proposal. enQuesta-Link is also offering powerful modules to enable utilities to take advantage of the specific tools they require as part of their workforce management solution. These modules can be incorporated in any combination as part of a seamless workforce management solution: o Appointment Booking o Automatic Vehicle Location (AVL) o Street Level Routing o Reports o Auto Dispatching and Recommendations o Meter Reading o Inventory tracking o Location based view of crews, workers, assets and work o Real time monitoring o Geo-fencing and Alerts o Geocoding o Configurable subscriptions to events o Support for Android, Windows, and iOS devices o Work Proximity Alerts o GIS Overlays Please note: All references below to `enQuestaLink' refer to the Dispatch/Mobile products supplied by West Coast Labour Systems — which have been integrated with enQuesta CIS. Santa Ana enQuesta Link Mobile Proposal Page 2 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-243 ENQUESTA-LINK FEATURES Order Creation Work orders are created in enQuesta CIS and sent to EnQuesta-Link for dispatching. If there is no host system, or if the host system is down, dispatchers can create work orders directly in enQuesta-Link. Field technicians can also create new orders in the field. Order Assignment Dispatchers have an excellent overview of both the service orders and the mobile resources available within their area of responsibility. Dispatchers can easily assign work to the most suitable technician based on geographic area, skill, equipment and available time. Automatic Dispatch enQuesta-Link can automatically assign service orders to technicians based on the work order type, job code, geographic area, skill, equipment and available time. Thus, dispatchers can focus their attention on exceptions and emergency situations. AVL (optional) enQuesta-Link can track vehicles and workers in real time. Closest vehicle to an orders or asset can quickly be determined. enQuesta-Link continuously monitors and records this information. This allows dispatchers the abilityto address issues as they occur. Vehicle telemetry such as idle times, excessive speeding, rapid acceleration and deceleration are all supported. Excessive Engine Speed (RPM) Vehicle Speed Events Vehicle Battery Voltage (Low Battery Warning) Check Engine Light (MIL Alert) Trip Odometer Reporting Idle Time Reporting Low Fuel Alert Rapid Acceleration Sudden Deceleration (Harsh Braking) Motion Detection IGNITION OFF Configuration I& Santa Ana enQuesta Link Mobile Proposal Page 3 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-244 Configurable Order Assignment Parameters enQuesta-Link provides utilities with configurable order assignment parameters. As a utility's needs change, it can quickly and easily modifythe parameters that impact work order assignment. Real -Time Status Dispatchers can reviewthe status of a service order or atechnician anytime. Host Interface enQuesta-Link can accommodate a variety of host interfaces in addition to enQuesta CIS and can support multiple back -end systems simultaneously. System Administration Customer organizations can create and manage areas, skills, vehicles, mobile workers and dispatchers. Management Reports enQuesta-Link captures the time stamps for all significant system events. This information can be used to create standard reports that can be included in the system. In addition, the utility can create its own reports using third -party reporting tools, such as jasper Reports. Sophisticated Filters The system includes comprehensive filters that can be applied to all views, including service orders and technicians. Thus, dispatchers can focus their attention on the most relevant areas, order types, dates, etc. With enQuesta- Link 5.3 results are returned in real time as the user interacts with the system. Push Technology enQuesta-Link automatically pushes new work orders, configuration data and optionally new software versions to the mobile clients. Multiple Companies and Business UnitsF enQuesta-Link supports multiple companies and business units operating on the same server. The order types and other configuration data can be uniquely defined for each entity. Off -Line / On -Line Capabilities A major challenge for any system is the ability to handle situations where the remote user is not in contact with the server. enQuesta-Link includes support for mobile workers who are: o Within wireless coverage o Temporarily outside wireless coverage o Not equipped with wireless capability Santa Ana enQuesta Link Mobile Proposal Page 4 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-245 Appointment Booking enQuesta-Link supports an appointment -booking interface. This feature allows the user to check for the availability of the appropriate resources and book an appointment forthe customer. This ensures that utilities can commit to appointments with their customers with the confidence that the commitment can be made. If the requested appointment is not available, enQuesta-Link provides the user with alternative appointment times and dates. Auto Assign and Route enQuesta-Link provides a faster, more direct way to assign, dispatch, and route orders to FSRs than performing these tasks through the Dispatch screen. It displays the Auto Assign/Route Parameters dialog box, which lets you create one or more order filters and/or select from among previously saved filters. A single button -click runs each filter in turn, generating a list of orders that meet your dispatch criteria. Then it assigns or dispatches them to suitable FSRs and routes them for each FSR. Auto-Assign/Route saves time otherwise spent paging though the order list to locate and dispatch the desired orders, and then provides street -level routing to each FSR, one at a time. This option can also be set up as a system task that is scheduled to run automatically at designated times. Grouped Orders enQuesta-Link can group work orders for the same location using a user - defined field, such as account number, ZIP code, phone number, etc., to determine that orders are forthe same premises. enQuesta-Link can park low -priority orders in the dispatch queue until a higher -priority order is received for the same location. The system will automatically un-park the order and groups it with the higher priority order for dispatch to a single worker. User -definable due dates can be assigned to parked orders. Dispatchers can be notified as parked orders approach their expiration. Dispatchers can manually dispatch parked orders if filler work is required to maximize a worker's available time. If the order is not completed, the order is returned to the dispatch queue and re -parked. Project Orders enQuesta-Link can bundle work orders, grouping them in parent/child relationships or by project. A project number is assigned to the group of orders and all orders in the group must be completed or cancelled before the project order is marked as completed. Dispatchers and managers can view and track the status/progress of individual jobs within the project order. Santa Ana enQuesta Link Mobile Proposal Page 5 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-246 File Attachments File attachments are files such as schematics, instructions for completion of a particular task or digital pictures that can be attached to a work order. At sign off, field workers are prompted to transmit all file attachments that provide completion data for their work orders. If the field worker chooses not to transmit the completion data, the files will be stored on the mobile device until they do so. GIS Overlays Esri-based asset information can within the enQuesta-Link Dispatching client. Reading and Programming of Itron Endpoints (optional) GPS enQuesta-Link can be deployed utilizing Itron FC200, FC300 and Belt Clip Radio hardware. enQuesta-Link can be used as an automated meter reading (AMR) system deployment tool that provides quick, precise and hassle -free operation with the highest accuracy possible during and after your ERT implementation. Realize significant capital savings by utilizing the same handheld for both field service and AMR deployment work order types. enQuesta-Link's GPS module gives the dispatcher near real-time information on the current location of a field technician. Without this option, the worker's location is shown on the map at his or her last known on -site address. The dispatcher or the field technician can send or request GPS coordinates on demand. The GPS data includes latitude and longitude coordinates, and a date and time stamp. If the dispatcher requests GPS information for a field Santa Ana enQuesta Link Mobile Proposal Page 6 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-247 technician who is off-line, the system will inform the dispatcher that the information is un-available and the technician's status will be updated. GPS Tracking enQuesta-Link supports both historical and real time GPS tracking of field workers. All worker activity is geo-coded and time stamped. GPS tracks are recorded for each technician and stored for later playback and review. This information is recorded on the mobile device and moved to the server when the device is within coverage. The archive of GPS tracks is maintained on the server and searchable by date and field technician. Both field technician events and system event are integrated with the track information. The raw GPS tracks data includes hardware events such as low battery, low memory and worker generated events. All information is geo-coded and time stamped. Access to the information can be restricted to managerial level employees. The GPS track can be exported to excel for further analysis and report generation. 1�• �3a.jec _ z - cc, t.4 I, �emlca Santa Ana enQuesta Link Mobile Proposal Page 7 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-248 Miles Qdven Ij iHv, am vmkin gum ou Orders by Work Area Work order distribution can display both graphically and filtered. This information can be used to analyze distribution of workforce, area configuration and order prioritization. d, i �W i y 4 � d y f Santa Ana enQuesta Link Mobile Proposal Page 8 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-249 Reporting Integrating reporting allow for generation of utility -specific standard reports within the product. AQUA FSR Timesheet Wta. li12T1125111*1 Wte Ra:xfe: 04/16/2012 1. 04/261M12 f5N: 1114 WH: 259 (259) Acbal A[lual b Cxmp wre o+dea n:mber Hnr6xre nme nnsne nose nompknen Hole Job Cade Hole., 11", nnK TOWI nnM 91116R012 6312364 07202 AAI 97,16:21 AH W_19.25 Al G s W:19.19 W33:04 MM23 6345182 W:1932AM W:55.-19A20 W31:28AM clR s 00.}4/ W28:W 01.1155 6331142 w31:}5m M41:13" o45'.55AM Qla 00'.W'.M W61:43 W1421 634660,11 W49:WAA1 10floa J.1 lcwS m to TF W1128 fflw5 WIB] 6315446 %(V A" 10n48AAl 11000TAA1 Mf2K>: 001A20 0A'.UIR W5239 0345564 1209:17910 1216,M M 12VOW CORDS W9942 WW:W W'.15'.12 MIW1 12'%30W UAILU PM 12.52aw CNRUS W]1,50 WW:10 Wao MMI 125256 M 011" M 01a21 PM 1'J(R0.i W26:W MM25 003225 &Soto 01:44:24 pM W.47:11PM 02i1.15PM CpR0.5 01 U2'.47 wa:61 01W 51 M4016T WM:MPM WMIS M NZ43 PM G(R65 M2145 W3T20 MU13 MJ26IM12 To [,R 10 W:56:M 02:54:46 05151:10 1s21 1144 04120IN12 M "1201M12 Ta k: 10 03:56AI 02:54:46 06:51:10 Geo-fencing enQUesta-Link 5.3 allows for the creation geo-fences. A geo-fence is a virtual perimeter for a real world geographic area. It allows dispatchers to draw zones around places of work. Geo-fencing can be utilized for a variety of purposes. Events can be triggered when geo-fence perimeters are entered into or exited from. INV�.� M M� nwa�etixlarvowz.n.xen rw sxal4 sl Vll5GOZona Ba. xn�mxlrwl [ e I wxw.vxsluno-v 1I �• •�.� Y Cntlm. Ropw1 I AI enp2� x]Pxx.A . io: N�pnn61im1wawe[ ~ sere p.�v. a.4.. 1aLq w..,n•. vow., e.wmarvocaaal.. MCI -- ^"^4 Emx.[: m. evvrzol UL:� v 3 r'` Santa Ana enQuesta Link Mobile Proposal Page 9 of 31 Proprietary and Confidential to Systems & Software, Inc. 11/21/19 25D-250 Lasso Selection Lassoing of orders and FSR allows for quick selection of orders in close proximity. (Iim'ee LnYZ)BmFartl Cne,liMrlenn.,rcY1 'i FJIen Tpi File EW Lyres Ylen INeelwy lops Help I A�ul1 '_� y w12at.cl s. I1 PR renaw 90e • Nn Heal e-11 oa Premi .11l 1 fsR SueMlelnh .p9esf M1IFa isS.. 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Bpsanla9emasl vtenlnul. ceer9a laaen6pl aemYa9 1 0enllaR N P YaYeenhY kII lmealm 4 4beli pp{Gfnton 451bi¢sl _ waa+1 y - 4 1� J ervice O All events in enQuesta-Link 5.3 are broadcast immediately when information changes within the system. As status changes, within enQuesta-Link, events are pushed out to the field workers and dispatchers. Dispatchers can subscribe to events to trigger further actions automatically. Five actions are currently available: ❑ Configurable popup dialogs ❑ On screen notifications ❑ External e-mail generation ❑ Events written to in the enQuesta-Link event log ❑ Internal enQuesta-Link mail messages generation Santa Ana enQuesta Link Mobile Proposal Page 10 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-251 X Multiple Monitor and View support Two or more monitors can display different business unit or different views within a single business unit Santa Ana enQuesta Link Mobile Proposal Page 11 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-252 Easy Configuration of Order and FSR Summary Tables Both the Order and FSR tables are completely configurable for each dispatcher. r, Sere- Link 5 3 File E411 Tests Order Fifter: [.Lnd—d] FSP Did- Fell Vim Leos BeFoi1s Help [detault] ff•w J OOM NJ �ieale le pa s sAAen Free io Il➢e ' 411584U D11. tt 11_ ✓ In Pm]rev IT11 PA t'311L] �A 1, CLTSS 4125141 L]de -0/- 11 . A Sled L11 PA111121 1, cLIL' I tl 31, Fee, 41'm P, 2]4U-11/2St el 'I t]/ULNSAL-M PA lW2U �A 1, _ I:L12iI I @ 4154488 23C9-0S-0L 1_ J L ae ✓ F POIV T%]8010 TX CK3 SETS 3 cool 41]5459 20C9-0814 i_ ✓ AlIndee kEM PA ISOM PA E2 UPS 3 coPli @I41G5665 2]C9-09-251_ ✓ A OR TREJOSE PP t9053 'A E2 CLRC-S 3 4213150 20C9-03-021_ V Yry Troe V GROVE PA 19090vS515 'A E1 MSMTS 3 Fpa 4115121 211111T61 ALFOM FA 15914 'A El CLRAS 3 @.3323 20C9-09-031- Ir onTN EM1SPLEM PAt9020. 'A E22 708{-S 3 Fort @ 4221126 2]69-09-091_ mu m HE SENSALFM PA 19020 'A E2 TOBCS 8 Hem �] 42©265 20C9-03-t11_ Irron he VE.9AYRE PA t8840.tt] 'A SU01 ftEPRS 3 48µ 42°03" _ 2]C901A ices IRS PA 168101116 'A SU01 REPRS 3 Npm 4230348 2]C909-U 0.. Name MIS 'A SU01 REPPS 3 @ 4221', 58 2]C9-03-0e 1_ 00 LEM PA Di 'A E2 CLRAS 3 @ 4232]V] 2]C9-09-150.. - AON Urt IB OLdoREI6A t903326M ?A W2 SVRNS 3 you 4222'79 2]C9-09-150 �HaI]N r AROMOREPA1SON -29]6 _ 'A Iy2 6VR1{S 3 n°1 H 4226495 2]c909-161_ Fnd N W BENSALEM PA'.9]20 �A E2 CLR]-S 3 WAR 4227956 2]C9-091]0_ ISTOL PA 190074309 'A E£ CLRAS 3 4228876 20C909-171_ MOBILE '361302 GIBSON RO 6FNSPLEM PP t9020 'A E2 CLRAS 3 @ 4243459 23C9-09-210.. 14 PEAR TREE L6 LAFAYETTE HILL PA 194412302 'A E4 PRESS 3 @421 20C9-03-221 An 8332 LAFAYETTEST BRISTOL PA 19315213 'A E2 708{-S 3 @42E1040 SHE OLD 231_ 100 VV SWEGESFORO ROBRVOYN PA 19312-1050 AWt MSMTL 3 @ 4289411 2]69-t]121 233 YAL RDS RAFFORO PP 1908]-264] 'A Wt MSWs @ 429409] 21C9-1] 15 t. 131 GII PIPI RO'.VILL04ti GROVE PF'90p0 242t 'q E1 ftF5'N 5 @42CE0]6 '>CN2AA mt _26 MAFLETER OMBY PP 19023-t6t4 'A St — CLRV-SO Assignment and Routing The assignment engine is geographically aware and produces tightly clustered work that honors the dispatch priorities. The assignment engine allows absolute control of work dispatched by allowing the dispatcher to set any number of prioritized order filters. The assignment and routing job can be scheduled or run at the dispatcher's discretion. In addition to the prioritized order filters, the dispatcher can control the assignment by specifying a set of workers. A number of automatic processes are available to the dispatcher depending on the desired result, and the current state of the workforce. Work can be returned for a sick worker using a filter, and lower prioritized work can be returned from the existing work force. The assignment and routing job can be utilized to again rebalance the work and produce an optimized assignment based on the current day's priorities without the dispatcher handling individual orders. Santa Ana enQuesta Link Mobile Proposal Page 12 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-253 IL 157�nl Ni rp : mom., uMraeq log • 21 9 xeoo-, n e�vm c 9 aw.e.ww.iw-i ta•: u 2 o ..,,...�,..u,�� �� ran•° a $, „,.�I a �.,,e,,,,.a:,�.� rW�,° n $uw, aadaw s • a.v..w.mseasi .. rlae=� u ftme Map -based Dispatching enQuesta-Link's map -based dispatching module enables dispatchers to open a map window to view work orders and field technicians' locations. The dispatcher can use configurable filters to turn information tags on or off. Information tags display data such as field technician names and addresses, order data and other summary information. Dispatchers can select single or multiple orders and use drag -and -drop mouse functions to assign them to a worker. Other filters and dispatch options such as recommend, re -assign and dispatch are also available. A dispatcher can select an order or a field technician and request the information be shown on the map. The map view will be updated with the desired order and the field technician's location is displayed in the center of the window. E- mail interface Dispatchers can send electronic work orders to field workers and send messages to pagers to inform workers of new orders. Users can define the types of orders and/or conditions for which pages should be sent. These include all emergency orders, any order to an offline worker, modified or cancelled orders for an offline worker, etc. Santa Ana enQuesta Link Mobile Proposal Page 13 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-254 Street Level Routing enQuesta-Link can pre-sort a field worker's orders based on user -definable criteria such as order priority (appointments, emergencies, etc.), minimized travel time or desired starting or ending points. If new orders are added to a field worker's list after the initial orders have been routed, an indicator is displayed to advise the dispatcher and worker that the list is no longer optimized. The dispatcher or field worker can request that orders be re-routed with a new starting and/or end point. The dispatcher can elect to display a worker's route on the map window. Multiple workers' routes are differentiated by color. With Street Level Routing, a field technician can request directions to any specified work order, pre -defined location or customer address. In addition, if a technician is moved from his or her assigned route to cover an emergency, enQuesta-Link can re-route work orders based on the new location. Field technicians can also request that orders be routed with specified start and end points so that they begin and end their shift near their homes, service yard or dispatch center. Export to Excel enQuesta-Link allows orders to be easily exported to Excel. C— conEdison ailable Selected ACCOUNT NAME ACCOUNT_NUMIJER ACCOUNT TYPE JOBCODE1 AD'DL INVENTORY TYPE STREET NAME ADEL WORK RED O_PART _SDPP_TX A➢'DRE38 CUSTOMER NAME ADDRESS —CHECKED U ORDER NUMBER AMOUNT_ PAST DUE APPLIANCE _CODE _1 APPLIANCE _CODE _2 APPLIANCE_ CODE_3 U APPOINTMENT_ END_DATETIM APPOINTMENT START_DATETI APPOINTMENT TYPE APPT.TIME APPT_END_MILLIS Column Count .Canal 4K Santa Ana enQuesta Link Mobile Proposal Page 14 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-255 Safety Check Dispatchers or FSRs can initiate safety check timers to signal an alert if the FSR has not reported back within the specified time period. J Start Safety Check for whht@r(Alun Krt5,1 Ouratior 115 Message Going into the tunnel. Start Cancei Crew Support enQuesta-Link 5.3 supports multiple FSRs working within a crew. Java/.Net/Windows Mobile/Android/iOS Mobile Clients The EnQuesta-Link system allows total flexibility when deploying in the field. By offering Windows Mobile, Android, and Windows Desktop support, we cover the full range of device form factors and technologies. Whether it is smart phones, rugged handheld computers, tablets, laptops, or a mixture of devices, customers can choose what makes sense to efficiently power their workforce. Santa Ana enQuesta Link Mobile Proposal Page 15 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-256 Mobile Printing enQuesta-Link 5.3 adds the ability to print mobile screens and receipts from the mobile workflow. Unique receipts can be printed on watermarked paper to ensure authenticity. Mobile Mapping Mobile Mapping is a new feature in enQuesta-Link 5.3. This allows the field worker to see where his work orders are as well as see his route. The ability to view the map while offline or out of coverage ensures that there are no encumbrances to productivity. C:��i i-�iis.? ;X. . + E Q-- Aervio-ink ro+n T. T. Semt,er .�a. !! - f. j CDLL-90C tOSi£LO£RHRP OW0 FL.fF Santa Ana enQuesta Link Mobile Proposal Page 16 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-257 VMap View 434R RRINGTON PARKWAY M2-I R,H SUSPEND 'Vy 4�98,y D a 2099M CON HECT 9ERVICE JAC KSO IS LATONn A '7 4 ARROWI DAD CTM9-I9I l O �+r5 haGD DISPATCH U3509 DISCONARMO ENAL a OO Wrtp�,a y�WD.NIIEE)ASONBitl ' \IE OR M-10.4BARR SUHPIAISPIEID d MUIID MENATE v E AUAODU256] 9190 Ban PAT 8190 BIYD6EWAifR f0. WOm°x '2IR3 Undated 2012.0.JO DISPATCH p' ryw C20011COk0[kn W01Y1 DARIUSWRY E84]O WIXfO0.G WAY M290. U 5 ATCH k _ C25NEtl2569 Wlecd C2500112569 CWkaian MEtllum y. B y •i �fOAU 3PAC 121...Y IA. DRIVE ya M21.1 UnEahtl 2012.03.30 ENROUR S3`} __Fawn g"+O n C290011.7. Wk6kn MEtl3um aMcnm sremptm In m^w+^'auq iOMAL DS OHNRDRA 1618 S IS Un8MEtl 2012.0.30615PATCH pyelMgb Aqp eya a enygep A E2W811MI Cdkaian MMlum v ASAM ADAM ]]13 SiFElE SUDGE nRµ ao DRPN M2-IRS U.d.d 2013.0A0 DISPATCH C35001135]] Calk6lan Metllum ASTRIP PAUL41245AUNNNSURGE A D RDM34R2..^ -„.._..-.. . Coogle ad` Y'unn amPE mry Orders Ma yew n a N, R„o aoa9i L' Ov908 qN,,. Y91M V I 4 OOBTBFW .tE18a �- -.. M2Rt E1N, .t9m 5 OOSAE,. 19IN 4 01SR E y "',. g0503BFNA... 1P1% iO 4 All v 048rA NA... 19128 O 'v.. a3PSPE ST_.IPI9A 4 aW4HA_ 161M � il ` �1:' P U 4 W8LF8i Y4154 O �, " 1ae co 4 rewr o � o 0]YtB MER...t6Ut r y Y` ...1MDP Santa Ana enQuesta Link Mobile Proposal Page 17 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-258 ENQUESTA-LINK BENEFITS Configurable Order Views and Workflow enQuesta-Link is available with a powerful configuration tool, Workflow Studiop which allows the customer organization to define and modify order types, completion details and workflows. The new or modified configuration can be deployed real-time without interruption to the production system. AITICAEF Gxn s0 I ENE, MoalIHo� PN A� I ,.RH_ II Al ACCUNT_ 11M8[A 12 BPI.Smm` FI➢N41WHIPAPP. 11.. NIMNPt PI �UHNINIPH_ IkBAL A n N..1 TAI_ EPNIHI EHIIINNAP. I' IPIAAINAAL i_IYA_ INPHIBLIBILIA All VNVMNC 11, 1 B LITAIR (%LL/ll NAB.. YEN[O NN AN INPLI..III II J H .1111R NI#(MA1 Fun 1 Y �I r Wm�AImeio E1-1— annul bemoea lb.n 5/ImaaSen'/an0 no!bemwethen 59 Gu .1-1 IN I—FII. ARSE hIn-1. Lc HAY J PEA Workflow Management enQuesta-Link's XML-based order type definition includes support for decision tree style workflow management in the mobile client. This greatly simplifies the user interface, shortens the learning curve and reduces the risk for errors. Internet Architecture The familiar browser interface minimizes the training requirements and improves user acceptance. From a technical viewpoint, users of the system can be located anywhere in the world. Increased Productivity Technicians can handle more work orders per day and dispatchers can manage more technicians and orders. Improved Customer Service Thanks to the timely and accurate information, a utility's customers can be serviced more quickly and more efficiently. Santa Ana enQuesta Link Mobile Proposal Page 18 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-259 Reduced Operating Costs A better utilization of personnel, vehicles and equipment will result in lower overall operating costs. Reduced Paperwork The use of electronic media eliminates most of the costly paperwork. Job completion reports are validated for accuracy and completeness directly in the field. There is no need to re-enter field data into multiple computer systems. Streamlined Work Order Process The management and control of work orders are dramatically enhanced. Real -Time Information In a wireless environment, same -day orders can be transmitted to the field in real-time. Likewise, work -order updates and completion reports are sent to the dispatch office as they occur throughout the day. Santa Ana enQuesta Link Mobile Proposal Page 19 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-260 ENQUES TA-L1N K FUNCTIONALITY/INTEGRATION —DETAILED PRICING enQuesta Work Order Creation The enQuesta work order system allows certain work order types to be configured as interfaces to enQuestaLink. Any such work order type can be scheduled, dispatched, and worked using the enQuestaLink Dispatch Manager and sent to mobile devices to be worked by the field technician. enQuestaLink Work Order Creation enQuestaLink allows work orders to be created in the field. These work orders are limited to work needed at the same premise address. Work Order Types / Job Codes The scope of work order types / Job codes includes: Meter Investigations (Single Service) Meter Installs (Single Service) Meter Exchanges (Single Service) Meter Removals (Single Service) Meter Test (Single Service) Move In (Multi -Service) Move Out (Multi -Service) Turn-On's (Multi -Service) Turn-Off's (Multi -Service) Work Order Scripting — There are 5 data elements currently available to captured via scripting upon creation of a new work order. These 5 data elements will be passed to the mobile device and displayed for the field user. Completion of work in the field will not utilize scripting but workers will be able to enter notes in the field that will be passed back to enQuesta via Diary Notepad. Scheduling All automated scheduling of work orders and resource leveling will be done in enQuestaLink. All worker assignment of enQuestaLink work orders will be done in enQuestaLink. All worker assignment of non-enQuestaLink work orders will be done in enQuesta CIS by using the default worker assignment. GIS Coordinates GIS Coordinates can be captured in enQuestaLink and sent to enQuesta CIS during work order completion. If enQuestaLink sends meter or premise GIS coordinates at completion, in the appropriate corresponding fields, enQuesta CIS will update the account data with provided GIS coordinates. Santa Ana enQuesta Link Mobile Proposal Page 20 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-261 Frames enQuesta CIS work order types can be configured for appointment booking or default to an all -day appointment window during the C SR workflow. Details include: ❑ The system allows the user to pop-up a list of schedule dates and times in enQuesta CIS at work order entry ❑ After the requested schedule date is entered in to the enQuesta CIS work order screen, the user is able to search for a specific window ❑ The user is able to select an available date and time frame from the available list ❑ The user is able to enter a new date and view a refreshed list of available appointments ❑ The user is able to force -book an appointment from a list of pre -defined time -frames ❑ enQuesta CIS provides the user with a range of dates based upon the initial entered schedule date on the enQuesta work order ❑ Resulting search windows are displayed for the window type specified ❑ enQuesta CIS configuration defines the window type by enQuesta work order type System Process Generated Work Orders am enQuesta CIS has the ability to generate a batch of work orders based on a specific process. Any work generated by system processes can have a pre -loaded schedule date that will be sent to enQuestaLink. # of Services For work orders that contain multiple services, enQuesta CIS will create one work order that will contain all services in enQuestaLink. Max of 6 services — up to 3 registers. Priority Codes enQuestaLink can define a priority for a job code. Any order created with that job code inherits that priority. This is configuration in enQuestaLink. Definitions of priorities for each work order type will be determined in the mapping session for a customer implementation. Santa Ana enQuesta Link Mobile Proposal Page 21 of 31 Proprietary and Confidential to Systems & Software, Inc. O8/31/19 25D-262 Emergency orders are defined in enQuestaLink based on job code priority. The priority is marked as emergency. New Work Orders from enQuestaLink A field worker can choose the "Duplicate" function in enQuestaLink. They would then enter the new job code, if needed. The order can then be returned to Dispatch or worked immediately while onsite. Host Inquiry (On -Demand Account Information Requests via Mobile Device) � Connected mode is assumed for this Host Inquiry functionality. The following inquiries are supported. If the field technician is not connected, this functionality is temporarily disabled until the user re -connects: Consumption History ❑ The `N' number of months of consumption history will be kept in an enQuesta CIS configuration table. Work Order History ❑ enQuestaLink may request the Premise Work Order history for a particular Work Order. The last "N" Work Orders for the associated premise will be obtained in enQuesta CIS. ❑ enQuesta CIS will filter the work orders to only include Service, Meter, and Valve Work Orders (All "Customer Service" Work Orders will be ignored). ❑ The "N" number of work orders will be kept in an enQuesta CIS configuration table. Payment History ❑ enQuestaLink may request the payment history information for a particular account. When this request is made, enQuesta CIS obtains the billing account from the Work Order and sends enQuestaLink the payment history for "ICI" number of months from the current date. ❑ The `N' number of months of payment history will be kept in an enQuesta CIS configuration table. Credit Information ❑ enQuestaLink may request the credit information for a particular account. When this request is made, enQuesta CIS obtains the billing account from the Work Order and sends enQuestaLink the account credit information. Santa Ana enQuesta Link Mobile Proposal Page 22 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-263 ❑ Credit Information Available: Deposit Amount, Pending Deposits, Current Balance, Past Due Balance, Aged Balance, Installments Due, Installments Past Due, Promise to Pay Amount, Number of Bad Checks, Cash Only Flag, Amount being shut off for, Budget Amount, Budget Past Due Balance, Today's Charges, Today's Balance, Landlord enQuesta reporting will be available for all mobile work order types via Cognos. Additionally, enQuesta-Link provides an additional, proprietary reporting tool for data that is specific to the enQuesta-Link server that is not available within the enQuesta reports catalog. enQuesta CIS provides the ability for enQuestaLink to add individual diary notes to the open enQuesta CIS work order without having to complete the work order. Disconnected Notification When enQuesta makes a request to enQuestaLink to change or void a Work Order, and the Work Order is being worked on a disconnected unit, a notification shall be sent to the dispatcher in enQuestaLink. This may result in the change or void the Work Order in enQuesta CIS. Santa Ana enQuesta Link Mobile Proposal Page 23 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-264 ENQUESTA-LINK HARDWARE & CONNECTIVITY Server— SEE ATTACHMENT A enQuesta-Link will require two servers. This cost has been included in the hosting agreement and pricing for the v6 upgrade. Client Device ❑ enQuesta-Link may be deployed on a variety of Tablets, Laptops, and Handheld devices, included but not limited to, Android, iOS and Windows 7 platforms (SANTA ANA will be responsible for procuring client devices - not included within proposed pricing). - S&S recommends Android devices, such as the Nexus 7 tablet (approximate cost is $300) or other rugged ized Android devices (approximate cost $1,200) for field deployment. - Hardware Support will not be provided through S&S or WCLS. Network Connectivity ❑ SANTA ANA is responsible for providing the necessary infrastructure, including wireless network connectivity if desired, in accordance with SANTA ANA accepted network standards for response time and uptime requirements. ❑ The exchange of real-time information from enQuesta TM to mobile field units and back to enQuesta TM is dependent upon a reliable wireless network infrastructure. A few connectivity options include: o Wireless WAN - (all major cellular carriers provide such services in different formats such as GPRS, GSM) o WAN o Wireless LAN Santa Ana enQuesta Link Mobile Proposal Page 24 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-265 ATTACENMNT A AVL Item Description Qty Price Enfora: RTT 2211-004TD01 Spider MT Device, OBDII Connector, TBD $160 per 29-16V, accelerometer, micro USB, IXRTT version with back-up Battery for North America Santa Ana enQuesta Link Mobile Proposal Page 25 of 31 Proprietary and Confidential to Systems & Software, Inc. 08/31/19 25D-266 ATTACHMENT D Systems & Software enQuesta 6 Systems & Software, Inc. Santa Ana Municipal Utility Services Statement of Work for enQuesta v6 — Capricorn Upgrade November 21, 2019 Confidential Material Enclosed - This document includes information that Systems & Software, Inc. (S&S) considers to be confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside Santa Ana Municipal Utility Services for purposes of this provision, shall include any consultants assisting SNA. 25D-267 EXECUTIVE SUMMARY As technology continues to advance and business -to -consumer interaction moves increasingly online, modern consumers are more demanding than ever when it comes to the way they interact with their service providers. Increasingly, customers will determine their overall happiness with service providers not only in the service they receive, but in the provider's ability to provide information and assistance on the customer's terms. In order to continue to offer excellence in customer service, utilities need to rise to meet this new demand for a modern, functional, online portal for their customers. To meet The Customer's needs, S&S is proposing our Capricorn Customer Self -Service product, the Smart Forms module for customer request automation, and several ancillary modules, like our Outage Management integration. The overall solution will provide Customers with a best -in -class customer care experience through a market - proven solution. First and foremost is the modern design of the solution, presenting your customers with an intuitive and attractive portal that functions fully on both the Web and mobile devices. But behind the scenes, the solution's seamless integration to ancillary systems and available customization with help ensure Customers receives a product that's more than capable of meeting your business cases for upgrading your portal. Capricorn_ ,o,enQuesta Several years ago S&S began to search for the next logical step in Web Self Service, beyond our existing product, WebConnect. Through that search we found SilverBlaze and their industry -leading Capricorn product. After building an extremely tight integration over the following years, we are excited to be able to offer this modern solution to our customers, and have seen significant adoption in a short amount of time. Why Choose S&S? Your Goals and Objectives. Customers will find no better partner for delivering a superior self-service experience for your customers. Through integration with enQuesta, Capricorn will provide for all your requested functionality and will work fully for your customers anywhere, anytime and on any device. Below we have listed your stated objects to show how Capricorn will help you reach your goals. N 25D-268 - GOALS & OBJECTIVES Current & Historical Through our integration with enQuesta, Capricorn can display your O Online Bill Presentment customers exact bills, both forthe currentcycleand historical bills. Flexible Payment Options Through real-timeintegrationtoenQuestaandyourpaymentpro- with Rea I -Time Integration vider, Capricom offers a secure portal for all your desired payment O options. Two years of history with Ca prico rn's featu re- rich co n so m ption screen 5 wil I display two yea rs graphing, comparison in both graphical and textual formats. Comparison and download O & download capability features are standard. Granular Usage Data When integrated with your AMI solution, granular usage data is O and Comparison Tools just a click away. Comparison abilities are also available for your customers. Notification Preferences Capricorn will take full use of enQuesta's notification engine, O Management so your customers can decide how they receive Unitil's communication. Automated Requests The in cluded5mart Forms mod u I e provides for a host of automated fea- Automated Q lures, like starting service, online service requests and more. Report Power Outages Capdcom's OMS Web Extensions module will provide deep integration O and Receive Updates into your OMS. This includes outage notifications, outage reporting formsand outage mapping capabilities. Expertise. S&S has a history of project success when implementing Capricorn and integrating it to enQuesta, but beyond that we also have a strong existing relationship with the Customers team. Through the transition to Support after The Customers Go - Live on enQuesta, we've mutually developed significant deployment and support rules that help us both best manage The Customers solution under your very specific business and auditing requirements. In utilizing Capricorn, Customers would be able to continue to leverage the work both our organizations have done in this regard. With a best -in -class offering, a value -driven price point and the existing close relationship between S&S and Customers, Capricorn is by far the most attractive solution for The Customers next step in customer self-service offerings. Additional Information As requested, S&S makes the following statements. S&S provides CIS and installation services for enQuesta as our primary organizational focus. For competing products, we do also offer the WebConnect self-service portal, which is being replaced at Customers. S&S has no pending litigation and no bankruptcy or insolvency proceedings in the last ten years. S&S has had no contract terminations of similar services prior to fulfillment in the last five years. Neither S&S nor any individual who will perform the work has any conflict of interest. a 25D-270 COMPANY BACKGROUND Since our inception in 1973, it has been our mission to provide best -in -class customer information systems (CIS), related systems such as Customer Self -Service (CSS), and various services to investor -owned and municipal utilities. The enQuesta and Capricorn success proposition is based on a proven technology platform that delivers superior usability, configurability, and scalability along with low total cost of ownership. Our solutions have empowered our customers to provide exceptional service to numerous residential and commercial accounts by allowing them to better serve themselves. In 2007, Harris Computer Systems acquired S&S. S&S, a wholly -owned subsidiary of Harris, which is in turn a subsidiary of Constellation Software, operates as an independent corporate entity of Harris. S&S continues to enhance, expand, and support all of our products. As a result of this acquisition, S&S is able to leverage the combined resources and economies of scale which result in greater overall benefits for the investments made in our products and services. It is our people that make us successful. Our culture is one that balances experience with innovation allowing us to put the customer first. Our main focus is in building and expanding our customer base — sustaining partnerships that exist today and those we intend to develop for years to come. We will help you protect and grow your enQuesta investment through the inclusion of Capricorn to your suite of S&S offerings. S&S is nimble enough to quickly provide answers, allow easy access to all levels within our organization, and develop long-term meaningful relationships that make the difference between being just another "vendor' and becoming a trusted partner. As a learning culture we continuously refine our implementation approach and pass this knowledge on within our organization. S&S' proven methodology is based on using repeatable processes to increase efficiencies, increase productivity, and mitigate risks, and this methodology holds true for self-service portal installations. For 40 years, our knowledgeable and experienced staff has continuously delivered a proven solution, resulting in successful, long-lasting partnerships. We have called out several references for Capricorn as we believe their experiences will be the most similar to yours. We invite you to contact any of our references and discuss how Capricorn has brought improvement to their overall customer service levels. S&S Offices & Offerings S&S is based out of Winooski, VT, and the majority of our 90+ employees work out of that office. For the Capricorn CSS solution, Customers would continue to receive support from S&S employees out of our Winooski office, utilizing the same support guidelines and practices that our organizations have agreed upon. S&S currently has 30 L1 25D-271 customers utilizing a CSS solution with enQuesta (WebConnect & Capricorn), and more details on that breakdown are in the next section of this response. 25D-272 COMPANY QUALIFICATIONS The S&S journey into the Customer Self -Service space began over ten years ago, when our Product Management team identified the need for self-service options as a major driver for change in the market going forward. This led us to adopt the WebConnect solution for enQuesta and position us as a leader in the CIS market in our ability to best facilitate the end customer's positive utility experience. Over the next several years, we invested considerable time and resources into strengthening the integration between the two systems and enhancing the functional capabilities of our overall offering. The result was a resounding success for S&S and our customers, as within a decade we had adoption of our CSS offering by 90% of our customer base. This not only provided S&S the ability to reinvest significant revenue into our CSS solution, but more importantly is gave us more than 30 opportunities to implement the solution and integrate it with enQuesta. This provided us with the ability to create a successful, iterative implementation methodology for both the CSS and the integration, and it's this knowledge that we would leverage to ensure project success with Customers. Several years ago, S&S began to search for the next logical step in Web Self Service, beyond our existing product, WebConnect. Through that search we found SilverBlaze and their industry -leading Capricorn product. After building an extremely tight integration over the following years, we are excited to be able to offer this modern solution to our customers and have seen significant adoption in a short amount of time. Our customer portal breakdown is below, which includes a number of customers that are similar in size and services to Customers: r 25D-273 Customer Portal Screen Shots My Account Login My Account Login Demo User Name driatr@olverblaze cum Password Remember me Contact Us Forgot your passwords Forgot your User Names Are you a new customer? Fill out our online Applicatbr, for New Service Register Now Watch our video demo series to see all the great tools and services available to you any time on any device. Check it out Don't have a User Name yet? Creating a User Name gives you aoress to youraccount details and some great took including: L - View Smart Meter consumption dale ®- Vim and Pay your bills online _- Review your transaction and payment history Lr - Analyze one download etectrunty, water and gas usage • - AM muniple accounts to your web profile y- Report and view power utages Before you get started, posse have your most recent bill handy to complete the registration form. 25D-274 Customer Dashboard AAccount Details My Alerts Home Your account is past due and may 0e ADoug. man ®, aismnnedW Please sett a payment as soon as An outage pon been common at 123 MAPLE AVE, SPRINGVILLE, NY 10001. 1 possme to Boom irdenuptmn of service_ Auctioned 123 MAPLE AVE, SPRINGVILLE. �Plannetl Outage _ Bill" PaymenttNY 10001 An Outage is planned on Apr26, 2018at 123 MAPLEAVE, SPRINGVILLE, NY10001. speed Good Raffe, Electndty Budget exceeded High Water Usage Alert TansaRans $66.31 4 A 31.190/ ? A Name: HAPPYCUSTOMER ,on, oceNcM Barges to axle for youg,--or Al O more usage Na o me same eenm Iasi your Balance: $8gan $10.00 > 25.00% > Past Due: $123.45 your buageulneshmd alert seam, .nr high usage olm.1mg Billed Usage Pay Plan: Budget Billing A¢ou nt, Arm Pay My Recent Usage rill My Current Bill smart Meter r r I t y Electricity it Water I Gas ® Youused11.1 kWh more ekcmu0y compared to your predicts Bid You are enrolled in our PreaIDmonzed Compare Payment plan. Payment to not required as Usage cur your cgnem Dill dated l Feb-2018 674.5 kWh Awe.11mnomarcally wimdmw payment Y Usage can your preNOus bill dated Llan-2018 663.4 kWh (Snappy, t ®® Why was your consumption more? This acmuni is not eligible for a bill payment Forms mdensiion at M. blue fn & 10 My Smart Meter Activity A There were 33 Bays in The average temperature In Coca out our ekctdcby your, comment bllMg perod your curie ni billing period con9ervatDn bps t0 help Prone y Electric wes26.2F d compares wan 32 days In compare You saver your previous billing period. with 18.51F In your C♦ A Current pavers billing period Lagoft A Predicted — Last Bill View History j..—rigum.n do. elsplxye0 here¢In... eunenr See how you mmparea in parsers billing pedot5 IS. .o... mmo—uues... u nersh-serssomy My Consumption Ranking ' fa Er RIGLFY Ses. GAS 35 out of 60 12 out of 59 14 out of 60 der View Details > View Details > View Details sae your usage compxrea on sreyourmagemmparearo sre..........aN neighbours rouneoma neiahrxim y � My Recent Account Activity Go Green wew All. a date Degradation Amount Balance 16-Fyr -2018 REGULAR BILL $80 98 $80 98 2-Fe0.2018 PAC PAYMENT $-19047 $000 it 25D-275 E-Bill & Online Payment p nanDaAr eDnt cR D ah Lonaat A My Electronic Bills Pay My Bill Home View Bill Date Bill Amount Due Labor $ Inviewinal 16-Feb-2018 $8099 4Mar-2018 Bills & Payment You are crumlled in our Pre -authored view Bill R-Jan-2016 $190,47 &Feb-2018 Payment plan. Payment ie am, mquirerl as we will alr0ama9rally withdraw - payment Mview Fill t8- Dec -2017 $90,69 3-Jao-2018 T2nsaQlans nview8lp 16-Rov-2017 $190.17 2-Dec-2017 Billed Usage View Bill 19-Ce1-20II $138.93 4-Nov-2017 KAO Credit cam Fee $D.W eCneck Fee 19-Sep-2017 $242.91 5-ODt-2017 all4nview8ill Sman Meer ¢wew Bill II-Aug-2017 $1412D 2Sep -201] 0.00 Cram Cara Fee ® View bill 19-Jul 2017 $234.46 4-Aug-2017 Sal eCheck Fee Camp m are Pon —in ncr—Reaper tdreut. ®Erns ♦WBE•PFADER• porvnload Netree Fnobe ReaOerto rew anO pain Your ele[honic hi6. � A outages You will ea taken to our on-line payment vaebsbe where you can pay your.Wines bill. Once you have completed the 15 transacted, you vnll be returned to this websRe- Forms To pay your all now, please select a bank from Profile the list below C♦ Logofi This account is not eligible for a bill payment eMenslDn at MIS true r We welcome your comments arm feedback J Rate this page 1.1 * i7 {} {j 10 25D-276 Transaction History ©Gunge Ascent You arocurrentlyvievning annual t rl I I 1 �Refresfi' C Logout Home Your Transaction Details: Shaw to enitles Seamh_ Bills & Payment Date Description Amount Balance 16-FelY2Bi8 REGULAR BILL San SO, $80.98 .� 2-Fe1r2018 PAC PAYMENT &ISO 47 Woo Transactions 17-Jan-2018 REGULAR BILL $190.47 $190.47 3-Jm,2018 PAC PAYMENT $-90069 $000 Billed Usage I&Ome 2017 REGULAR BILL $9069 $90.69 2-Dec-2017 PAC PAYMENT $-190. 17 $0.00 � e Smartq MMeter 1fi-Nov-2017 REGULAR BILL $19017 $190.17 4-Nov-2017 PAC PAYMENT Sim as $000 19- Cot -M17 REGULAR BILL $138.93 $138.93 Compare 5002017 PAC PAYMENT $-242 91 $0.00 AShowing 1 to 1U0121 entnes 9M PreNm15 2 3 Ne%I Last Dal Dowell are provided to CSV lama(Tor spreadsheet imports. Forms p Your spmatls0ee[ software Goes not open automatically wfien you click me bade0 fil e downe, saveit M1 and open manually ato W wall your comments and Issal tic Rate NlS page Profile C♦ Lagafi 11 25D-277 Billed Usage A, Home 81115 &Payment Tansanlons .111 Billed Usage ..111 Small Meter Compare A Games r, Forms Ia Profile C♦ Lagoft j Electrictty 6 Water ♦ Gas Submit Meer Reatling Electricity Usage 8 Generation ® eatDownload Welcome to our Consumption Inquiry ool showsyourmeterreamngs over Me Past24months .Aeonveneilt teml>ure ovenay may ce dsPlayed toto shsnow now me weamer has alfeGed yourconsumvtian. C haft your Consumption: Elecmdty . 6y Mvn 611 81 kWh 859.17 kWh 1,309.94 kWh Lowest Usage on 2016-11-29 Avenge Usage/Reap HiMet Usage on 2017-0 01 0 { My Events- Eiecmelry hangs R mounted u kNT gF • Usage • Generation • Net i Avg. Temperature in (F) t Max. Temperature in (F) ae Min. Temperature in (F) • My Events V olo YOU piOW You ran turn ded lrelures on and ad by deare the lahek In thelegend n om. You ra zoom in Me GM Ly Merged IreiJe Me tivd area. Consumption Details: shoal m entuds Search: Reap Date le Reap prescription Days Type Previous Read 1. Cumnt Reap Usage AnommAn$ Aa,M.yUnits- Multiplier iFetr2018 Meter Read 33 Usage 671590 87,8335 6745 $9831 2044 kWh 100 1- Fee -2018 Meier Read 33 GeneaOon 00 00 1032 $000 344 kWh 100 i4e0.2018 Meier Read 33 Usage 00 00 32 $000 0.11 kW 100 2- Jan -2018 Meier Read 32 Usage 86,5200 87,1590 6634 $9588 2073 kWh 100 2-Jan-2018 Meter Read 32 Genduran 00 00 2630 $000 821 kWh 100 2Jan-2018 Meter Read 32 Usage 00 00 30 $000 009 kW 100 i-oec-2017 Meter Read 30 Usage 85,937 0 86,5200 6050 $9069 2017.kWh 100 1-Oec-2017 Meter Read 30 Generation 00 00 1049 $000 349 kWh 100 1-0osd 2017 Meter Read 30 Usage 00 Oo 49 $0 Old C.16 kW 100 1Nov-2017 Meter Read 29 Usage 85.3600 859370 5982 $8855 2063 kWh 100 Slrowing 1 to 10 of 69 entries Rrst Pulsators 2 3 4 5 6 7 Next Last A M welcome your comments am temhark and ure page i9 * * * 17 12 25D-278 Compare My Last Bill Home Bills &Payment Transactions ® Compare Last Bill 1t Compare Year Over Year 0 Compare in my Area Compare Usage to Last Bill, COMPalli Gas • by Usage • WreaatlabiQ 2Jan2Gi8 You used 149 m31ess gas comparedto your pbseous Dill ,I'' usage on yourcurrent bill dated 11-Feb-2dta 514 m3 Billed Usage Usage on your previous Will dated! RJani 8 663 m3 •011111 Why was your consumption less? Smart Meter A Compare There were 30 days in your current/billingcurrent/billing perted compared wrtb 35 days in Check out our gas con se vation lips to help you savel your previous billing periatl. A oa__lal`v�c, R I A We mine a your mmments and your tectlbacJs ✓ Rate this page 1:j17 ip {7 ii Forms 13 25D-279 Compare My Consumption Year Over Year ©Change Account You are Currently viewing account tl'tt t t ,^J Refiesh I C.Lpgpul Q Compare Last Bill Compare Year Over Year QCamparem Home $/� Compare Usage to Last Year Welcameto Campare Usage to last Year This tool strous you how your corporal mmparesto the same Pool asr year lmprovemems in your consumption should H ills &Payment show if you have implemented any energy savings programs. Comparing Gas by Lapi Transactions ,I'' Compare W mandate Last Year 1259 m3 Biped Usage R stmillopgne a Small Meter ]Sn m3 E Compare U as ms I t A p.m3 outages O ne41 ..- 5P� Forms • Reatl Date Wt Avg. Tempemmare lastyear sMax.Tempemtud, laetyear t Min.Tempersture Wall ti Avg. Temperature this year Profile +Maa.Temperaterethisyear t Min. Temperature this year Usage last year 0 Usage this year �♦ QUIUVWKN6WYwcanh¢nAatlfeaWresonantloflbyclickmgMelabe6inthelegentlaboveVoueaizoaminMechmtdytlmggnginsitleNechatlarea Lagag We welopme, yourrvmments and Tetanal J Rate this page {j 14 25D-280 Compare Usage in My Area Home Bills &Payment Transactimns .Id Billed Usage doll Small Meter Compare A Outages 15 Forms r Profile C♦ Logoer 8 Compare Last Bill tM Compare Year Over Year 6 Compare in my Area Compare Usage in My Area Welcome to Usage Compadsans In Yaur Area. This tool on. you how your odnsumptlan compares to similar amounts to your area. criminal Gas - by usage � Bar read Cale it 1Sep-2b17 v l Your usage of 1053 m3 compared to 58 accounts in your area (1000) CwnWre M' Mour ate Similar Accounts In My area -Gas for read tare 1Se02017 IS 19 `s E z s t s^°e' vy0 MJL—N 11O 11P t" ¢b'� I a n le Average Bill Amount Group your Account usage resides within this group 47.37% or 27 21.05% or 12 31.58% or 18 of the customers to your nelghboumood used mine customers In your neighnourtwad used oathecustamersloyournetghbaumomused less than you approximately Me more as you mare than you AO Check out our gas conservation tips to help you save! ■ I wewelcomeyaurcommentt.prot uproc V Rate our page***** is 25D-281 AMI Daily Consumption © mange n«pem H BIIIs &Payment Transactem, Billed Usage Small Meier Compare A Chi Is Forms r Profile E+ Lol Rao-em I c mgpm It Electric I $ Price Comparison I t Downloads Smart Meter Consumption Inquiry Welcome to our Smart Meter Time -of -Use Inquiry 0 rally Consurrial aCulrent Bill Consumplion O Hourly Consumption From Date: To Dale: 0511r 018 W11512018 ® �Rehesri Chart O x My Events - .I n QSkWT Joke, v )SkNfi Daily usage Flmrt For Me penal of May 16, 2018-June 15, ID18 a On -peak Mitlpeak Sunni t Avg. 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Daily Temperature My Events t Em YOU KNOyf Yw ran [um MartleaWres on and M by,lickne Ne label, in the legend aWye You ran zoom is Ne Gan W daggrtg inside the Gad area Frel Use Summary Tlme-0l-0se Pricing: May ad, 2018 -OM 31, 2018 IS On -peak Electricity Pace (centVIOAM) Minkel Weekendsll-olidays Mid -peak � Off-peak —®-- Midpeak940 1-11 am 5-7 pm NotApplicable Oni 10&8572 kWh $1408 Total B2377kWh $6631 ravmload COnsump8on Hislory, to Spreadsheet 25D-282 AMI Hourly Consumption ©cM1enge �aunl Home 01115B Payment Trensai1rods Idd Billed Usage .11II Smart Meter compare A Outages r, FOrmS Profile C♦ Logofi IfElectric $ Price Comparison i Downloads Smart Meter Consumption Inquiry Welcome to our Smart Meter Trroe sf Use Inquiry nDailyCDnmmptm 0 Hourly Consumption 0 * My Events- 6 kNT 05 kNT 3kWT c E w �SkYhT W 0 kWir J--2 Hourly Usage Chad ForMry 11, Wig 0 Refiesh I E LWQg o L45T 8 8 S S ° ° S 8 € fr ff 8 ff 8 fr 8 3 ff 8 fr 8 8 S 8 8 8 8 8 8 8 8 8 On -peak 0 Mid -peak 0 Oh -peak tAcnml Reading 0 My Cveaus k�DIDYOU MOW: You cantmnotarl[sWreson anon 9ycllckag Ne laWe InNelegen0atave. 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Mi. lame {7 {1 {1 {2 {7 23 25D-289 Key Benefits of Capricorn Customer Portal for Utilities End User Benefits ❑ Increase customer service by offering Web Self -Service 24 hours a day, 7 days a week, 365 days a year. ❑ Reduce calls/wait times for customers, by providing a complimentary service on the web. ❑ Reduce paper waste and unnecessary account/billing/invoice reports that are typically mailed or faxed. ❑ Improve communication and collaboration by providing targeted messages and corporate information. ❑ Educate customers on consumption patterns, conservation trends and many other aspects of your business. ❑ Responsive and adaptive web design supports Mobile device access. Organizational Benefits ❑ Reduce staff workloads by allowing employees, customers and partners to "help themselves." Staff can then focus on more complex customer issues, improving satisfaction. ❑ Rapid ROI and reduced time to market because of the pre -built, drop -and -go modules that can be installed and customized very quickly. ❑ Market -proven product available for significantly less than building a solution. Capricorn Customer Portal for Utilities price structure includes license, installation, configuration, code and a robust SilverBlaze Engine, which can serve as a platform for future e- business Utility requirements. ❑ Feel confident using mature modules and technology that are reliable, operating as mission critical applications in many organizations today. ❑ Increase administrative efficiency and empower non -technical users with the rich WSS and WCM features. ❑ Leverage existing infrastructure investments by integrating and extending back -end applications. ❑ Fast -track business decisions by providing real-time, accurate reports of online activities. 24 25D-290 Key Features of Capricorn Customer Portal for Utilities Utility CIS Portal Module The Utility CIS Portal offers many fantastic features and inquiries for residential and commercial customers, including: ❑ Rich Dashboard interface with the following features and widgets: o Current Account title bar showing accounts linked to the user profile o Expanding linked accounts panel with configurable details including Account Nickname, Service Address, Current Balance, and more. o Account Details widget with past due alerts, nickname, credit rating, account owner, address, balances, discounts, pay plan, and more optional configurable details. o My Current Bill widget with current balance and due date, pre -authorized pay alerts, view current bill PDF, pay bill, payment extension requests, budget billing, current bill details by service. o My Alerts widget showing current active alerts based on customer settings and services including Bill/Usage Thresholds, High Usage / Leak Detection, Outages and other configurable options. o My Smart Meter Activity widget with Last Bill, Current Bill and Predicted Bill statistics. o My Recent Usage widget with graphical indicator comparing current and previous bill usage. Less or More usage is highlighted with possible reasons for the difference between the two billing periods. o My Usage Summary widget with bill usage charting for the 6 recent months — for electric, water, sewer, gas or other metered services. o My Recent Account Activity widget showing the 5 most recent transactions on the account. o Integrated CMS widgets for enhanced targeted customer messaging and content presentation based on account profiles. o Carousel media widgets. ❑ Electricity/Water/Sewage/Gas interactive charting and usage inquiries. ❑ Electricity generation / net meter charting and inquiries ❑ User Events/Important Date chart annotations and tracking. ❑ Usage Report Subscriptions —scheduled reports emailed on personalized schedules. ❑ Usage comparison to similar accounts in the area. ❑ Usage comparison to last year. OW 25D-291 ❑ Usage comparison to prior bills — with possible reasons for higher or lower usage. ❑ Local weather chart overlays - including temperature, humidity and precipitation. ❑ Support for demand data web presentment, for example, KWH, KW, KVA ❑ Bill History and E-Bill presentment with opt in/out of paperless bills. ❑ E-Bill notifications— new bill, payment reminders, past due. ❑ Online bill payment - supporting multiple payment approaches, integration points and vendors. ❑ Quick Pay feature — pay bills with no login required. ❑ Payment Extension requests based on CIS business rules. ❑ Transaction history for any service offering, for example, Sanitation, Telecom, Fire Protection. ❑ Service Request history and status inquiry ❑ Meter Reading submissions with access control by meter and optional photo uploads. ❑ SilverBlaze Smart Forms integration with Single Sign -On enhanced presentation. Utility Smart Meter Portal Module The Utility Smart Meter Portal offers a rich set of inquiries into residential and small commercial customer usage and demand data, including: ❑ Real-time AMl/AMI/MDM/ODSintegration. ❑ Daily Smart Meter interactive charting and data downloads supporting Green Button format. ❑ Hourly Smart Meter interactive charting with Time -of -Use or Regular -Use pricing. ❑ User Events/Important Date chart annotations and tracking. ❑ Predicted Bill/Usage Dashboard Widget. ❑ Usage Threshold alerts. ❑ High Usage / Leak Detection alerts. ❑ Time -of -Use or Regular -Use pricing. ❑ Optional Time -of -Use rate indicators: digital clock, gauge and analog clock. ❑ Local weather chart overlays —temperature, humidity, precipitation. ❑ Price plan comparison tool and charting. ❑ Holiday & Rate management— date/time-sensitive rate descriptions and pricing. OV 25D-292 Systems & Software enQuesta Integration Module: SilverBlaze and Systems & Software have a strategic partnership where the SilverBlaze Customer Portal is an alternate offering for enQuesta customers. The following features are provided: ❑ Real-time web services integration with the enQuesta CIS. ❑ Premium, Standard & Landlord access to the portal. ✓ Premium - access using login id and password to full account details ✓ Standard - access using account number with limited account features enabled ✓ Landlord —convenient account access using name and customer number ❑ Bill Details Summary by Service - dashboard widget. ❑ Enhanced Budget Billing Support — ability to suggest a budget amount and show budget billing amounts. ❑ Enhanced Payment Extension Support — ability to suggest a minimum amount and promise to pay date with email confirmation. ❑ Enhanced Notification Integration — supports enQuesta notification settings for communication preference and notification subscriptions where customers can update their enQuesta profile details. ❑ Enhanced Optional Personal Information Integration — supports enQuesta extended contact and additional information where customers can update their enQuesta profile details. User Registry & Security Module The User Registry & Security module provides a foundation for other SilverBlaze modules. All other modules plug-in and sit on top of this base module: ❑ User registration and profile management. ❑ Single login for multiple account and meter holders. ❑ Ability to auto -link related accounts or allow customers to select accounts to link to their user profile. ❑ Access code and password expiry controls, notifications and recovery support. ❑ User classification and group profiling for enhanced role -based application security. ❑ Support for delegated security management. ❑ User community message board with access controls. ❑ Guest Access invitations, registration and management. rbi 25D-293 ❑ Manage Notifications/Alerts —Email, SMS and Voice (IVR) supported. ✓ Usage/Budget Thresholds ✓ High Usage / Leak Detection ✓ Planned Outages ✓ Current / Unplanned Outages ✓ Paperless Bills ✓ Report Subscriptions ❑ Manage Consumption Report Subscriptions. ❑ Registration Page Surveys. ❑ CSR customer impersonation support and management. ❑ Integrated customer feedback and ratings with notifications and feedback management. ❑ Site usage tracking and key statistics dashboard. ❑ Customer notification and messaging logs. ❑ Full user -click audit logs and user profile change logging. ❑ Fully responsive and adaptive web design with Mobile support. ❑ Portal themes for enhanced personalization. ❑ System Administration: ✓ Portal Configuration settings ✓ Web Application server logs ✓ Custom Content Widget Management ✓ Notification template administration and content management ✓ Application performance logs ❑ Portal Management: ✓ Portal Statistics Dashboard ✓ Customer Messaging Center Management ✓ Site Navigation Management ✓ Site User & Access Control Management ✓ Feedback & Ratings Management ✓ Online Payment Transaction reporting Phil 25D-294 ✓ User Activity Reporting ❑ Content Management: ✓ Portal CMS Widget Management ✓ Image and Media asset Management ✓ CSS and Theme Management ✓ Carousel Management ❑ Multi-lingual support. ❑ Accessibility Compliant. Data Integration Engines Module A set of data integration engines designed to easily tap into back -end business applications, presenting customer care information on the Web in a secure manner. Engines include: ❑ CIS Real-time Web Service Integration Engine. ❑ CIS Data Transfer Engine. ❑ AMI/AMR/MDM/ODS Data Integration Engine. ❑ E-Bill Presentment Integration Engine. ❑ Payment Integration Engine. ❑ OMS Data Integration Engine. ❑ MultiSpeak Integration Engine. Utility C&I Demand Portal Module (not included) The Utility C&I Portal offers a rich set of inquiries into large commercial and industrial electric customer usage and demand data, including: ❑ Real-time or scheduled AMI/AMR/MDM/ODS integration. ❑ Powerful interactive charting with data range selection and zoom features. ❑ Support for charting multiple units of measure including Power Factor (P.F.). ❑ Support for various interval read frequencies (15, 30, 60-minute intervals). ❑ Compare usage to the prior period or the same period last year. rs1 25D-295 ❑ Compare multiple accounts on one chart. ❑ Support for chart annotations where events can be pinned as visual markers. ❑ Download demand data to spreadsheet or Green Button format. ❑ Subscriptions for automated reporting of demand data extracts — daily, weekly or monthly reports. ❑ Real-time usage monitor with alerts for high -usage Utility OMS Web Extensions Portal Module (not included) The Utility OMS Web Extensions Portal offers a rich set of customer features, including: ❑ Real-time, secure web service calls for OMS integration. ❑ Outage Notification sign-up and management ❑ Report Outage Forms— customer and CSR-facing. ❑ Outage Notifications —email, SMS/text, IVR. ❑ Outage Mapping —Google Maps and ArcGIS platforms. ❑ IVR web services integration. Web Content Management Module The Web Content Management module provides an integrated web content creation and publishing engine that wraps around the various inquiry modules: ❑ Supports Responsive Web Design approach. ❑ Create and manage a modern and sophisticated web presence with complex navigation and security. ❑ Template -driven presentation framework eases content administration and standardizes site presentation and usability. ❑ Browser -based administration console supports open architecture content entry and maintenance. ❑ Provides a secure and flexible framework for content publishing and approvals. ❑ Role -based security model supports restricted access to sensitive content. ❑ Flexible content classification for diverse publications eases site administration. ❑ Date sensitive content activation and expiry. ❑ Google Analytics integration. till 25D-296 ❑ Social media integration. ❑ Integrated CMS content widgets on customer portal pages. ❑ Support for emergency state notification and theming. ❑ Custom meta tags on individual pages. ❑ Photo library pointing to local or network folder. 31 25D-297 Below is a sample list of scope and deliverables. Final scope will be determined in the eventual SOW. Item & Requirements Site Registration: Ability for customers to register for account access. An email confirmation will be sent to customers to validate their registration request. A welcome email will be sent after confirmation. Reset Password: Ability for customers to reset their forgotten password or disabled login. Forgot User Name: Ability for customers to request a forgotten user name. Deliverable Online form for customer to enter: o User Name o Password o Security Question/Answer o Paperless billing opt -in o Email consent opt -in o First name/Last name o Email o Telephone o Mobile o Account Number o Mailing Address Zip o Google reCAPTCHA v2 o Accept Terms & Conditions Email addresses will be allowed on multiple profiles. o This affects Guest Access invites. o If the email used on the invitation is not unique in the Customer Portal then that Guest cannot be invited. Accounts will be allowed on multiple login profiles. Verification email template. Online account welcome email template. Online form for customer to enter email address. Email template with encrypted link to reset password workflow where customers will need to enter a response to their security question. Successful answers will allow customers to enter a new password with a password strength indicator. Online form for customers to enter account number and Mailing Address Zip Email template with user name reminder. era 25D-298 Login: Premium and Standard Access login tabs and processing Login page for customers to Premium Access: access the portal. o Online form for customers to enter user name and password for site access. Standard Access: o Online form for customers to enter account number for site access. User authentication will be carried out against the SilverBlaze Portal user registry. Links to: o registration, o reset password, o forgot access code, o contact us, o Hydrant Meter Customers — will be a simple link to a 3" party application. More effort and requirements are required for more integrated links. Quick/One-time Pay option that will link to KUBRA. Messaging for site features and various corporate programs. Customer Dashboard: Ability to view and select multiple accounts linked to the site login. Show a dashboard after login containing a summary of the Selected account ribbon showing: customer account information. o Account number, o Service address, o Customer name, o Account balances, o Payment plan, o Nickname o Installment payment details Navigation tabs providing access to various site features based on the customer type. Current Bill section showing: o Current balance, o View current bill button, o Pay bill button, o Pre -authorized payment messaging if applicable, o Request payment extension (Promise -to -Pay) button if applicable. 33 25D-299 o Bill Detail Charges table: o Service o Current Charges o Past Due o Penalty o Balance My Alerts section showing: o Smart Meter Usage Threshold Alert o Current usage o Usage threshold amount o Link to profile tab to update threshold o Smart Meter High Usage Alert o Current Usage o High usage threshold amount o Link to profile tab to update threshold o Power Outage Alert My Recent Usage section showing: o Usage on current bill o Usage on previous bill o Amount of usage more or less than previous bill o Reasons why usage is higher or lower (number of billing days and/or average temperature) o Link to view more history My Recent Account Activity section showing a table of the 5 most recent transactions for the account. Columns can include: o Transaction date o Description o Amount o Balance o Link to view all transaction history My Smart Meter Activity section showing: o Current billing period usage o Last bill usage o Predicted usage for current bill o Alert threshold amount o Set usage alerts button Left Carousel showing carousel slides specific to CDM activities and programs. Right Carousel showing carousel slides specific to CDM activities and 34 25D-300 Rate this page comments and star ratings Bills & Payment: Show a listing of bills available online for the current account. Show account billing history with the ability to view PDF bills My Electronic Bills section listing details can include: and pay bills online via SSO o View bill button integration with payment portal o Bill Date provider KUBRA. o Bill Amount o Due Date Notifications to customers for new bills, payment reminders Pay Bill section showing: and late payments also o Current Balance managed by payment portal o Pre -authorized payment enrollment messaging if applicable provider KUBRA. o Pay My Bill button that links to KUBRA Payment Activity: Show a listing of payments for the current account. Show account payment history showing activity with the ability Your Payment Details section can include: to download details in o Payment date spreadsheet format. o Description o Amount o Balance o Download to spreadsheet button will generate a CSV file for customers to download. Billed Consumption (Non -Smart Show navigation buttons for access to Electric and Gas based on the customer profile. Meter) Usage: Show billed consumption (non - smart meter) reading details for Usage Report Subscription button allows customers to subscribe to Electric and Gas services in an the portal reporting service where usage reports and attachments interactive chart with reading can be emailed on a selected schedule. details available in a table NOTE: Usage Report Subscriptions are dependent on a Electric and format. Provide the ability to Gas usage nightly extract file implementation download reading details in spreadsheet format. My Events section includes: o Allow customer to define events that mark important dates that could impact usage. Events can be shown on the chart as annotations. Interactive Chart section can include: o Dropdown select list of meters attached to the current account. o Usage summary tiles for lowest usage, highest usage and average usage for the past X months. Tile details will show usage units, cost and billing period. W 25D-301 o Consumption bar chart showing monthly reads and temperature overlays— average temperature, humidity and precipitation. Consumption Details table section can include: o Meter ID o Reading date o Description o Consumption o Download to spreadsheet button will generate a CSV file for customers to download. Smart Meter Usage Charts: Show navigation buttons for daily and hourly details. Show smart meter usage details for daily and hourly summaries My Events section includes: in an interactive chart o Allow customer to define events that mark important dates that could impact usage. Events can be shown on the chart as annotations. Smart Meter Consumption Inquiry section can include: o Default view to daily consumption chart showing most recent 30 days by default. o From and To date select calendars where customers can change the inquiry dates and consumption details. o Consumption bar charts showing Electric and Gas consumed and temperature overlays —average temperature, humidity and precipitation. o Clicking/tapping a bar on the chart will open corresponding days 24 hourly consumption details with next and previous day navigation. o Download to spreadsheet button will generate a CSV for customers to download. Smart Meter Usage Downloads: Download Settings section will include: o Level of detail either hourly or daily Allow customers to download smart meter usage details to o From and To date range CSV spreadsheet format. Customers should be able to Download Format section will include: select daily/hourly detail and Spreadsheet (CSV) and Green Button formats the desired date range. Compare Last Bill: Compare Last Bill section showing: Similar to My Recent Usage o Dropdown select list of meters attached to the current widget on the dashboard with account. the ability to compare other o Dropdown select list for Amount or Value inquiries where read dates. Amount presents the usage in dollar amounts and Value W 25D-302 presents usage in Electric and Gas values. o Dropdown select list of billing periods available for inquiry. o Usage on current bill o Usage on previous bill o Amount of usage more or less than previous bill o Reasons why usage is higher or lower Compare Usage to Last Year: Compare Usage to Last Year section can include: o Dropdown select list of meters attached to the current Show customers their usage this year and how it compared to account. last year along with o Dropdown select list for Usage inquiries where value temperature overlays presents usage in Electric and Gas values. o Interactive chart showing consumption bars for the billing periods this year and last year. o Temperature overlays for current and previous year high, low and average temperatures. Compare Usage in My Area: Data for this option would need to be extracted in a batch process and not using real-time enQuesta CIS Web Services. Show customers how their Electric and Gas usage compares to their previous Compare Usage in My Area section can include: billing period and surrounding o Dropdown select list of meters attached to the current neighbours with similar account account. types. o Dropdown select list for Amount or Usage inquiries where Amount presents consumption in dollar amounts and Usage presents consumption in units of measure. o Dropdown select list of billing periods available for inquiry. Your Usage compared to Neighbours section can include: o Interactive chart showing the distribution of usage across bill amount groups o Three tiles showing neighbours that used less, the same and more than you. Service Requests: Show a listing of service requests for the current account. Show account service request summary with the ability to Your Service Request Summary section can include: download details in o Request date spreadsheet format. o Request Number o Request Type o Status o Download to spreadsheet button will generate a CSV file for customers to download. Outage Notifications: OMS integration will offer a rich set of customer features, including: Report and receive notices on o Real-time, secure web service calls for OMS integration. M 25D-303 outages, which can be viewed o Outage notification sign-up and management on a map. o Report outage forms —customer and CSR-facing. o Outage notifications —email, SMS/text. o Outage map Profile — My Profile: My Account Profile section can include: Provide a facility for customers o User Name to manage their portal login o First & Last Name profile to change personal o Security question and answer details, add/remove accounts o Email and set various alerts. o Telephone & Extension o Mobile o E-Billing (paperless) opt-in/out o Email consent opt-in/out o Password with password indicator User profiles cannot be changed by customers or CSRs. Account Access List section includes: o Add account —Account Number and Zip Code o Favourite account selector/indicator o Account Number o Nickname o Service Address My Subscriptions section can include: o Subscription button to sign-up, change or unsubscribe to the report o Report name o Subscription settings o Last Sent — date and time o NOTE: Subscriptions are dependent on a Electric and Gas usage nightly extract file implementation Profile — Notifications: Current notifications available are related to Smart Meter where the Provide a facility for customers SilverBlaze Portal can send notifications based on customer settings. to set notifications/alerts on o Smart Meter: their accounts. o Usage threshold and high usage alerts o Requires the Smart Meter module o Power Outages o Sudden Outages (email or mobile phone) o Planned Outages (email) o Requires the OMS Web Extensions module Profile — Guest Access: Invite someone for Guest Access section includes: 38 25D-304 Provide a facility for customers o Account number dropdown list to invite and manage guest o Guest Email users for online access to their o Access Settings accounts. You have granted Guest Access section includes: o Account Number o Guest Email o Guest Status o Access Details You have been invited as a Guest section includes: o Account Number o Name o Access Details Customer -Facing Smart Forms Customer o -Facing Smart Forms to be delivered: New Service (Residential and Commercial) Provide customers the ability to submit specific service requests. o Transfer of Service o Disconnect of Service o ACH Registration/Recurring Payment o ACH/Recurring Payment Modification/Cancellation o Update Mailing Address o Life Support/Medical Form o Donation Enrollment o Customer Claim o Tree Work Form A. Describe the roles and responsibilities of Customers staff during implementation and provide an estimated level of effort. Please see below for a sample list of responsibilities for the project. Final determination will be made in the eventual SOW. S&S expects The Customers level of effort to be 2-3 resources at 50% for 1 year, with the required effort spiking near Go -Live. 5.1 Setup Server & Install Software Description Comments Responsible Install hardware Customers to setup a server connected to the Internet. S&S 3*1 25D-305 Customers will provide remote access to this server to the SilverBlaze team for the duration of the project where SilverBlaze can install and configure the solution as required. Install/Configure App S&S to install and configure the Application Server. S&S Server Install & Configure Web S&S to install and configure the HTTP Server S&S Server software. Install & Configure Web S&S to install and configure the Web Server plugin S&S Server Plugin software. Install & Configure S&S to install and configure Database software and S&S Database load the SilverBlaze database. SilverBlaze Customer Portal SilverBlaze to setup configurations settings specific SilverBlaze Deployment Package to customer portal requirements. Create customer Preparation theme and HTML content. SilverBlaze Smart Forms SilverBlaze to setup configurations settings specific SilverBlaze Deployment Package to smart forms requirements. Apply customer theme Preparation and HTML content. SilverBlaze Customer Portal S&S / SilverBlaze to setup transfer folders and S&S / SilverBlaze Folders scheduled jobs for nightly data import/export of to assist data if required. Email Server Availability S&S to provide access to an email server so that S&S / SilverBlaze SilverBlaze can send email notifications to customers to assist in the public domain. Needs to relay messages as required. et[ 25D-306 5.2 Configure SilverBlaze Customer Portal for Customers requirements Description Comments Responsible Customer Account Portal Determine Registration Customers to determine what information will be Customers / page criteria required by customers to register new web accounts. S&S Customer service/support Customers to provide a list of customer service or Customers / emails and notification lists support emails that will get notified for site issues. S&S Customize content for Customers to review content text and provide Customers / portal pages updates to S&S / SilverBlaze team to apply to the site. S&S / SilverBlaze Account Master (ACCMST) SilverBlaze integration points for customer account SilverBlaze Integration and service details using S&S enQuesta Web Service APIs. Payment History (PAYHIST) SilverBlaze integration points for customer SilverBlaze Integration transaction history (debit & credit) details using S&S enQuesta Web Service APIs. Payment Extension / SilverBlaze integration points for customer extension SilverBlaze Promise -to -Pay (P2P) details using S&S enQuesta Web Service APIs. integration Electricity Consumption SilverBlaze integration points for customer Electric SilverBlaze (HYDROCONS) Integration consumption details using S&S enQuesta Web Service APIs. Gas Consumption SilverBlaze integration points for Gas customer SilverBlaze consumption details using S&S enQuesta Web Service 41 25D-307 (GASCONS) Integration APIs. HYDROCONS Data Extract S&S to populate Electric consumption information S&S / (Subscription Reporting) based on documentation SilverBlaze provided by SilverBlaze. SilverBlaze to configure and test CIS data extracts. GASCONS Data Extract AS to populate Gas consumption information S&S / (Subscription Reporting) based on documentation SilverBlaze provided by SilverBlaze. SilverBlaze to configure and test CIS data extracts. Portal User Profile SilverBlaze integration points for portal user profile SilverBlaze (USRMST) Integration updates using AS enQuesta Web Service APIs. SilverBlaze integration points for paperless bill and EBPP settings using S&S enQuesta Web Service APIs. E-Bill History (BILLMST) SilverBlaze integration points for customer bill history SilverBlaze Integration details using S&S enQuesta Web Service APIs. E-Bill Presentment & SilverBlaze integration points for customer bill PDF SilverBlaze Notification Integration web presentment using AS enQuesta Web Service APIs. Online Payment Integration SilverBlaze to provide integration points for customer SilverBlaze payment processing using KUBRA APIs. Smart Meter SilverBlaze integration points for Electric and Gas SilverBlaze (SMARTMETER) Integration customer smart meter usage details using enQuesta Web Service APIs to The Customers Metersense Cf1 25D-308 MDM. Notifications for peak usage alerts for registered customers. Outage Notifications SilverBlaze to build outage notifications for registered SilverBlaze customers via email and SMS. Notifications to include power outage alert, power restored alert. Report Outage SilverBlaze to build report an outage form for SilverBlaze customers to submit outage notifications that will feed into ABB OMS using Web Service APIs. Outage Mapping SilverBlaze to build outage mapping based on SilverBlaze geographic information system maps and outage notifications using ABB OMS Web Service APIs. IVR Integration SilverBlaze to build integration points to Milsoft IVR SilverBlaze software using determined integration approach and associated documentation. Define site hostname Customers to register required domain names for Customers customer portal. SSL Certificate for site AS to provide SSL certificate request for secure site Customers / access. S&S / SilverBlaze Customers responsible for purchasing SSL certificate from certification authority (ie Verisign). AS / SilverBlaze to install purchased certificate to web server. Email Template Customers to provide specific layout of email Customers / customization notification templates. S&S/ SilverBlaze Verify email working AS / SilverBlaze to test email flow and verify receipt. AS / 43 25D-309 SilverBlaze Setup Test Server S&S to setup a test server environment for ongoing S&S support and upgrade testing. User Acceptance Testing Customers to provide appropriate resources to test Customers / Support the project and ensure functional requirements has S&S / been met. SilverBlaze S&S / SilverBlaze to provide resources to apply changes as required based on test results. Go Live Support Customers to set the host name and firewall to point Customers / to the SilverBlaze server. S&S / SilverBlaze Customers to test the live site as required. S&S / SilverBlaze to support testing as required. 5.3 Configure SilverBlaze Smart Forms for Customers requirements Description Comments Responsible Forms & Integration Determine Specific Field Customers to determine specific validations for Customers / Validation Rules mandatory field and account field masks. SilverBlaze SilverBlaze to configure. Form Wording Customers to provide wording forterms and Customers / conditions. Customers to provide any field label SilverBlaze changes. as 25D-310 SilverBlaze to implement. Field Selection Customers to review form field selections and Customers / provide any required changes. SilverBlaze SilverBlaze to configure. Site Images and Form Customers to provide form images and header Customers / Headers requirements. SilverBlaze SilverBlaze to implement. Confirmation Email Customers to provide wording and details for the Customers / Wording confirmation email. SilverBlaze SilverBlaze to implement. Web Service Availability S&S and Customers to ensure the appropriate web Customers / services are installed and available for testing. S&S / SilverBlaze SilverBlaze integration points for customer account and service details using S&S enQuesta Web Service APIs for all applicable forms among: o New Service (Residential and Commercial) o Transfer of Service o Disconnect of Service o ACH Registration/Recurring Payment o ACH/Recurring Payment Modification/Cancellation o Update Mailing Address o Life Support/Medical Form W 25D-311 o Donation Enrollment o Customer Claim o Tree Work Form Host Configuration Define site hostname Customers to register required domain names for Customers customer portal. SSL Certificate for site S&S to provide SSL certificate request for secure site Customers / access. S&S / SilverBlaze Customers responsible for purchasing SSL certificate from certification authority (ie Verisign). S&S / SilverBlaze to install purchased certificate to web server. Verify email working S&S / SilverBlaze to test email flow and verify receipt. S&S / SilverBlaze Testing User Acceptance Testing Customers to provide appropriate resources to test Customers / Support the project and ensure functional requirements has S&S / been met. SilverBlaze S&S / SilverBlaze to provide resources to apply changes as required based on test results. Go Live Support Customers to set the host name and firewall to point Customers / to the SilverBlaze server. S&S / SilverBlaze Customers to test the live site as required. Er, 25D-312 AS / SilverBlaze to support testing as required. EVA 25D-313 i:a:u NE 1 SUPPORT AND MAINTENANCE AGREEMENT THIS SUPPORT AND MAINTENANCE AGREEMENT is made and entered into this 18th day of February, 2020, and shall be effective as of the 1st day of March, 2020 (the "Start Date"). BETWEEN: SYSTEMS & SOFTWARE, INC., a Vermont corporation ("S&S") -and- TILE CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY") RECITALS: A. This SUPPORT AND MAINTENANCE AGREEMENT is subject to the terms of the Master Renewal Agreement For Professional Services (hereinafter "Master Renewal Agreement") made and entered into this 18th day of February, 2020, between SYSTEMS & SOFTWARE, INC. ("S&S"), a Vermont corporation and the City of Santa Ana ("CITY'), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. B. S&S owns the Software which has been licensed to CITY pursuant to a 2008 Software License Agreement (Agreement A-2008-053); C. The CITY wishes to receive support and maintenance services related to the Software; D. S&S shall provide the support and maintenance services related to the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the "Support and Maintenance Agreement") and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: 1. Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the Software License Agreement (the "Master Renewal Agreement"). 25D-314 2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between S&S and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services similar to those provided under this Support and Maintenance Agreement have either expired or been terminated under their own terms. 3. S&S shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in the Standard Maintenance and Support Guideline, which is hereby fully incorporated herein by reference, and which are in effect as of the Start Date (as defined below), as such services may, at S&S's sole discretion, be modified or supplemented from time to time. To enable S&S to provide effective support, the CITY will establish auto remote access procedures compatible with S&S's then current practices which may be revised over time. 4. The provision of support services under this Support and Maintenance Agreement shall start on the Start Date. 5. In consideration for the support services specified in this Support and Maintenance Agreement, CITY shall pay the "Support and Maintenance Fee" as detailed in Exhibit I below. The Support and Maintenance Fee will be billed annually in advance beginning on the Start Date and thereafter on the annual anniversary of the Start Date or on an alternative date mutually agreed to by both parties. In accordance with CITY's payment practices CITY shall have forty-five (45) days from the Start Date (or annual anniversary thereof) to remit annual payment to S&S of the Support and Maintenance Fee. If the CITY would like to match the invoicing of the Support and Maintenance Fee to its fiscal year or any other period, it may request, during the initial annual period of this Support and Maintenance Agreement that S&S issue a prorated invoice for the portion remaining during the initial annual period. S&S may change the Support and Maintenance Fee from time to time in relation to each annual support and maintenance period but CITY shall only be billed once per year, and any such increase shall not exceed three percent (3%) per year and may include a corresponding three percent (3%) increase with respect to Third -party services pursuant to Section 7, below. 6. In the event CITY requests material or substantive changes to documentation, reporting and/or interface creation or other material or substantive changes outside of the scope of Standard Support Guidelines as set forth in Exhibit 2 hereto, S&S will be entitled to increase the Support and Maintenance Fee by no less than twenty-five percent (25%) per request per year going forward in order to allow S&S to maintain these changes through each Release of the Software, except where said requests by CTFY are incorporated within the provisions of a duly executed Change Order approved by S&S as set out in the Master Renewal Agreement. 7. S&S reserves the right to bill an additional fee for Third -party services should Third- 25D-315 party license vendors include an annual escalator that exceeds seven and a half percent (7.5%). In such an event, S&S shall provide CITY with adequate documentation of Third -party license vendors' annual escalator increases exceeding seven and a half percent (7.5%). 8. In addition to the above, where CITY purchases additional or different licenses related to the S&S Software, or any new module s/environments, additional Support and Maintenance Fees may be charged by S&S at the time of purchase of such software license(s) and incorporate such increase(s) in any subsequent Support and Maintenance Fee payments previously agreed to subject to a duly executed Change Order approved by S&S. 9. In addition to the Support and Maintenance Fee, CITY shall reimburse S&S for its direct expenses in providing support services ("Billable Fees") pursuant to this Support and Maintenance Agreement which include as of the Start Date: (a) courier services, photocopying, faxing, long distance phone calls and reproduction services, (b) all direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; a travel time rate of fifty percent (50%) of the individual's current standard hourly rate; a per diem rate of $70.00 for weekdays and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (receipts will be provided to CITY); and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, (c) and all other reasonable direct expenses incurred in the performance of S&S's duties hereunder. S&S may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of S&S. 10. S&S shall supply all maintenance Releases to CITY at no additional charge other than the payment of the Support and Maintenance Fee. 11. Upgrades are defined as major new versions of the Software or subversions supplying new functionality. Upgrades may require additional services to be performed by S&S outside of the scope of those services provided by S&S under this Support and Maintenance Agreement including professional services for the installation and implementation of the Upgrade and additional training that will be 25D-316 subject to S&S's then -prevailing policies, terms and Billable Fees related to pricing and hourly rates. 12. Updates are defined as minor code updates to the Software, such as providing bug fixes or minor modifications. All Updates of the Software will be made available to CITY at no additional charge other than the payment of the Support and Maintenance Fee. 13. S&S shall not be required to perform corrective maintenance as part of its Support and Maintenance Services with respect to Software malfunctions caused by: (a) CITY's modifications to the Software unless performed at the direction of S&S; (b) CITY's failure to use updates, enhancements or program error corrections; (c) Failure to use the Software in accordance with this Support and Maintenance Agreement or Master Renewal Agreement; or (d) Actions beyond S&S' reasonable span of control with respect to CITY's actions which alter the turnkey implementation environment, or cause hardware or Third Party Software malfunctions. 14. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. S&S shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax S&S may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by CITY and such sums shall be due and payable to S&S upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by CITY. The CITY shall be responsible for the payment of any applicable duties and sales/consumption taxes. 15. The term of this Support and Maintenance Agreement shall be identical to the Term set forth in the Master Renewal Agreement and shall be subject to its pro visions unless terminated by either party upon giving to the other not less than one hundred and twenty (120) days' notice in writing prior to the end of the initial annual maintenance and support period or any subsequent annual maintenance and support period. CITY shall pay the then prevailing Support and Maintenance Fee in advance for each annual period of the Support and Maintenance Agreement, subject to CITY's payment practices as hereinabove set forth in Section 5. 16. Where the notice of non -renewal has not been provided in accordance with these terms, the CITY is obliged to pay the Support and Maintenance Fee for the then iv 25D-317 applicable annual period. The termination of this Support and Maintenance Agreement by CITY shall not affect the License or the Software License Agreement incorporated within the Master Renewal Agreement. S&S shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. CITY acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. 17. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by S&S in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with S&S, and CITY shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 18. S&S shall have the right to terminate this Support and Maintenance Agreement immediately if CITY attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes a reorganization, without complying with the License Agreement provisions of the Master Renewal Agreement. 19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) days after the date it becomes due, S&S shall have the option to suspend or terminate this Support and Maintenance Agreement. Suspension or termination shall not relieve CITY of its obligation to pay its outstanding invoices, including any applicable late charges. CITY will be required to pay S&S the entire Support and Maintenance Fees for the period of suspension prior to reinstatement of suppoIt and maintenance services. 20. All notices, demands, and requests, required to be given under this Support and Maintenance Agreement by either patty to the other shall be in writing and delivered by hand, or by registered or certified mail, postage prepaid, to the respective parties at the following addresses, or to such other address as may be given by a party to the other pursuant hereto as set forth in the Master Renewal Agreement. 21. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision or the non -breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 22. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, a -mails or other correspondence submitted by CffY. Provided, however, in the event of a conflict between the terms of this Support and Maintenance Agreement and the Master Renewal Agreement and any duly executed Change Order thereunder, the terms of the Master Renewal Agreement or duly executed Change Order shall prevail. u 25D-318 23. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither CITY nor S&S shall divulge any of its provisions as set forth herein to any third party except as may be required by law. 24. Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 25. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. 26. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of CITY for liabilities of S&S arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity. 27. This Support and Maintenance Agreement shall be governed by the laws of the State in which CITY is located. 28. This Agreement may not be assigned by CITY unless, concurrently with any such assignment, CITY assigns its rights under, and complies with the License Agreement provisions of the Master Renewal Agreement. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and ensure to the benefit of the successors and permitted assigns of the parties. 29. The invalidity or unenforceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 30. This Support and Maintenance Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 31. The aggregate liability of S&S to CITY for all claims, suits, actions and proceedings howsoever arising, directly or indirectly, under or relating to the support services supplied pursuant to this support and maintenance agreement or its subject matter, including those based on breach or rescission of contract, tort, breach of trust, or breach of fiduciary duty shall not exceed, in the aggregate, the amount of fees actually paid by the CITY to S&S for the support services supplied pursuant to this support vi 25D-319 and maintenance agreement during the then -current term (and in no event being greater than 12 months) of the support and maintenance agreement up to and including the date of termination. 32. In addition to the foregoing, neither party shall be liable to the other for any claims for consequential damages, incidental damages, indirect damages, special damages, aggravated damages, loss of revenue, loss of profits, failure to realize expected savings, loss of data, loss of business opportunity either under or relating to this support and maintenance agreement or its subject matter, whether based on breach of contract, rescission of contract, tort, breach of trust, or breach of fiduciary duty even if such other party has been advised of the likelihood of the occurrence of such damages and notwithstanding any failure of essential purpose of any limited remedy. 33. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. {Signatures on Following Page) vii 25D-320 I D► 4111.3 0 a ANNUAL SUPPORT AND MAINTENANCE FEES Initial Term (6-Years) Year 1-SupportandMaintenanceFee (March 1, 2020 - December 31, 2020) 2020: $198,366.88 Years 2 through 6 -Estimated Support and Maintenance Fees * 2021: On -going Support & Maintenance - $209,931.39 2022: On -going Support & Maintenance - $216,229.21 2023: On -going Support & Maintenance - $222,716.21 2024: On -going Support&Maintenance - $229,397.69 2025: On -going Support & Maintenance - $236,279.62 Optional Extension Term # 1(3-Years) - Estimated Support and Maintenance Fees * 2026: On -going Support & Maintenance - $243,368.01 2027: On -going Support & Maintenance - $250,669.05 2028:On-going Support&Maintenance - $258,189.13 Optional Extension Term #2 (1-Year) -Estimated Support and Maintenance Fees * 2029: On -going Support & Maintenance - $265,934.80 * The Support and Maintenance Fees described above include enQuesta Link Mobile, enQuesta Link Mobile GIS Module, Capricorn for enQuesta, Miscellaneous Third -Party Licenses and Maintenance Fees. The total annual sums set forth above represent the maximum software maintenance payment schedule, excepting an additional annual miscellaneous contingency amount of $4,000 to be authorized solely in the discretion of CITY. Support and Maintenance Fees beginning with Year 2 are estimates only; the Support and Maintenance Fees for Years 2-10 are subject to increase in accordance with the Support and Maintenance Agreement, Section 5 above. ix 25D-321 IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the Start Date first written above. SYSTEMS &SOFTWARE, INC. By: (' �. A �� / Name: Cameron Mahbubian Title: Executive Vice President THE CITY OF SjAN,TAA AN By: '14 ame: Willard V. Holt Title: Treastuy & Customer Svcs. Mgr: viii 25D-322 EXHIBIT 2 STANDARD SUPPORT GUIDELINES it 25D-323 S&S Support Program General Guidelines EFFECTIVE JANUARY 1, 2020 & Software STANDARD SUPPORT OFFERING S&S' objective is to ensure that customers are fully satisfied at all levels of interaction, each and every time customers engage with S8 Client Support is responsible for answering inquiries for areas relate to the operation of all licensed enCuesta modules and, more specifi for the business processes/ features which are already in productioi delivering fixes, error corrections, or corrective procedures for the supported versions (the current version (v6). S&S' Client Support Analysts will provide support via phone, email, or through use of WebEx or Skype. CLIENT SUPPORT DESK STANDARD HOURS OF OPERATION: MONDAY - FRIDAY, 8AM - 6PM* (EXCLUDING STATUTORY HOLIDAYS) * New extended hours METHODS OF CONTACT FOR CLIENT SUPPORT DESK: • Email: support@ssvit.com • Phone:800.655.8810 CONTACTING CLIENT SUPPORT PERSONNEL DIRECTLY S&S requires that customers log all new issues through the Online Help Desk to ensure that S&S will be able to efficiently serve the customer. The customer should not attempt to contact specific S&S personnel to log new issues, as personnel may be out of the office due to customer engagements, vacation or illness. If the proper procedure is not followed by the customer, S&S cannot guarantee that new issues will be handled efficiently. S&S also enforces this practice for auditing purposes (every issue must be logged). 2020 HOLIDAY CALENDAR DATE Holiday January 1st New Year's Day February 17th President's Day May 25th Memorial Day July 4th Independence Day September 7th Labor Day November 11th Veteran's Day November 26th & 27th Thanksgiving December 24th & 25th Christmas ORGANIZATIONAL STRUCTURE: Laura Martin Software Engineer Adam Savard Software Engineer Dana Lendorf - McCarthy VP, Operations Linda Perna Director, Support James Sergeant, DEV Support Manager Art Gwozdz Technical Consultant George Alex Nat Angela Elissa Hayes Apmann Bond Chiappino Lee Software Software Senior Support Support Engineer Engineer Support Analyst Analyst Analyst Kevin Slavens Software Engineer Jeremy Gould Software Engineer Erin Ennis Senior Application Consultant New Hire New Hire ESCALATION PATH: Escalation Path 8:00 AM - 5:00 PM Eastern Standard Time (Monday - Friday) If you do not receive a response within the given time frame, please escalate to the next level Escalation S&S Support 800.655.8810 or Expected Response Time: Level - 1 Desk support@ssivt.com 2 hours I *Showstopper Issue Response Time: 15 minutes Escalation Director 416.452.8808 or Expected Response Time: Level - 2 of Support linda.perna@ 1 hours Linda Perna systemsandsoftware.net *Showstopper Issue Response Time: 15 minutes Escalation VP, Operations 416.819.0099 or Expected Response Time: Level - 3 Dana dana.lendorf-mccarthy@ 1 hours Lendorf-McCarthy systemsandsoftware.net *Showstopper Issue Response Time: 15 minutes AFTER HOURS SUPPORT CONTACT INFO (IF CONTRACTED) Methods of contact for after-hours support: • 800.655.8810 ESCALATION PATH: Escalation times: 6:OOPM - 8:OOAM (Monday to Friday) & 12:OOAM - 11:59PM (Saturday & Sunday) If you do not receive a response within the given time frame, please escalate to the next level. Escalation I Director of Support 416.452.8808 or Iinda.perna@systemsandsoftware.net Level - 1 Linda Perna Escalation I VP, Operations 416.819.0099 or Level - 2 Dana Lendorf-McCarthy dana.Iendorf-mccarthy@systemsandsoftware.net Wsmmor Suppal Create a Ticket Customer Reference Number" SYS2182 F! nnn yom I Ina 101 Je I nurNxi II ale ok5a Snmm w Utility batch post u n.,anR.e P. iorily MMImin FunctAnal Amaze None ❑cscrpliw I've postec my ublily bill batch fi ABC212 at 100prn The bath has been slack on the posting pmcess for a upC Mn¢ nnw C ulJ rmm,.0nc im m.,.1, MrO No Impost" Style - 6 T u A . .A - Y A taw wum aru inryxWJ. Tlclu au tm klmwrrrvuBurumNs 0® lM'rytlanuprocrS:lmp _ICJTA: nnMr Nlmcma —1 cxlcmal uws l"actod VIn: 1mpY mlesrrpe •rrsP• nmwe rsno LmpnR Work AmunJ 6,�. Dmp files b a!lan, orbrewse. Cann& Open Ti kees(C) Ul—d Tiri s(0) Interval Issue lype:Nl. I..zee ISunmay w'gRe 13SepLmlf placket Cam, 23tib 1111M hvtYr pas[ is—,00srve MScp/2017 0Tickct CSUP4el" Cash Rccclpt Posting Ermr Kill Heal,' 135enpol/ 131 cket C5UP ti3 23 /M a aosal Insurance number W the 3 ml entry sheen Wit AO p, K.l, Fletcher INSep/201] 13Tlcliet CSUP2362 SYaMaN Paymenl Fle hall 0 Slams: AilIs Below is a list of required information for submitting a new ticket: 1 Complete description of the issue being reported. ZCan the issue be re-created? 3 Exact steps user was taking when he/she received an error or ran into a problem. 4 Screenshots of the error received, if applicable. 5 Description of any recent network changes and/or issues (i.e.: power outage). 6 User log in information when required. DEPLOYMENT OF CODE FIXES: Our main priority is to keep customers production environment stable. Fixes will be released to customers once they have been tested and approved by the customer in a train or test environment. Deployments to production will not occur without consent from the customer and in the cases where downtime is required, an agreed upon date and time will be adhered to. ALL customer sources will be managed at S&S. Each developer will follow a defined standard process for deployments of required code. W a 3:0. Mtn SUBMISSION OF ISSUES: The issue is cosmetic or requested functionality that will be considered for a future version. 1124 (Ex. Columns displayed on a particular screen.) The issue has a work around that used until the issue is resolved. • A particular work order cannot t 0 updated W • Document Designer template ch X6ork Queues Business critical issue, but not preventing afl use getting their work done. • Discrepancy in collections run sheet • Processing credit refunds • Hand Held Upload/Download • Deposits • System errors that have workarounds • Calculate errors impacting a small # of records reported issue is only considered a Showstopper when the tility cannot continue with their daily processes until the i ue is resolved. Daily Process has been halted by a critical error Application and/or Database Server is down s Webconnect is down enQuesta Reporting Center (ERC) is down Out of Balance messages preventing an update to continue • Job Scheduler Failures • Bill Print is incorrect HOURS 8 POURS 2 HOURS TYPE DESCRIP li],q TARGET INITIAL REVIEW PERFORMANCE -RELATED ISSUES: In terms of performance related issues, we will only research an issue once it has been proven by the customer that the issue is not at all related to the customer's internal network. Assuming the performance encountered is not a customer network issue, please include the following information when submitting a ticket: Is enCuesta slow for everyone or just one person? a) If for everyone: i. Is a Cognos report or reports running and/or what time was the last Cognos report kicked -off? ii. Have you verified internally that there has not been recent firewall or network changes? b) If for one person: i. User's login information ii. What he/she was doing exactly prior to and when the performance issues occurred (this includes if he/she was doing something on the internet or if they were running any other applications) iii. How many sessions does the user have open? Is the issue just impacting the Call Center or all locations (if utility has locations)? EXISTING ISSUES: If the customer is looking for the status of an existing issue, please refer to the online help desk for an update. Customers can also contact the Support Desk to request an update. Please refrain from calling the client support team member directly. CLOSING ISSUES: Customers are responsible for reviewing and closing issues via Online Help Desk. When tickets have been resolved or code fixes moved to production, the ticket should be closed. enQuesta Modules This Is a HEW%of al enCipesta offering. If you would like list sWWc to your utility, pleaseftoWS&SSupport 0 a MID ■o E� Acco u nt Management Automated Wmidlow Device Management i Mi5 A1aneouSAR Rate Managemment Standard Reporting Utility Billing Admin Portal Credit & Collection Fi nandal 141anagemtient New S"Ce Seamity & Auditing Jot) Scheduler Mkwk Queue 1Noeitflow Scheduling Aulowid/Reconnec! Budget Bliing Elailia Archiving Document Designer enQuesta FM5 enQuesta Mobile Supplier Management WebConned BI dad6aw*Veperting �ashieting Disasteiltecplrery enquesta Chat enQuesta GO enQuesUUnk (MWMS) Landlord/Te law t Skelebi GL CRxiall (Sd&50vke) DESKTOP RECOMMENDATIONS: WORK STATION RECOMMENDED SYSTEM Operating System Windows 10, Microsoft Office 365 or 2016 Processor 7th Generation Intel® Core 17"' Processor RAM 1 16+ GB Screen Resolution 1080P 0920 x 1080) Resolution Disk 100 MB (free) LAN Speed 100 Mbps Browser IE11 ** PDF Viewer Acrobat Reader (latest ver. at the time of installation) **IE 11 Compatibility View settings turned on. Connection Requirements: To ensure we can effectively support our customers, we require that a communications link (i.e. VPN) is established and maintained between our two sites. It is the customers responsibility to ensure that the connection is valid at your location so that we can connect at any time. Standard Database Tasks: • Set up, maintain train/test refresh scripts • Set up automated train/test refresh or upon request/as needed • Automated monitoring of tablespace levels and adjust/add space as needed • Upgrade Oracle database and apply patches as needed • Perform database/SQL analysis and tuning as needed • Set up maintenance scripts to maintain healthy database status • Set up/monitor DR (standby database) environment upon request • Perform history archiving up request Standard System Administration Tasks: • Monitor Production Customer Backups - Automated • Resolve Production Customer Backups Issues as needed. • This often includes helping customers understand and resolve issues with their backup hardware. • Monitor Production Server Disk Space • Resolve Production Server Disk Space Issues as needed. INCLUDED IN ANNUAL MAINTENANCE AND SUPPORT S&S provides the following services as part of the annual maintenance and support contract: • Access to JIRA for logging issues • 24X7 Support Desk coverage capability • Wide array of experts on staff • Technical troubleshooting and issue resolution • One -stop support for contracted third parties • Limited duration training (15-minute guideline) • On -site visits as required • Quote dashboard • 'My eSpace' for Utilities • Internal System Monitoring (Customer notifications & dashboard available for purchase) • Automated train refreshes • Maintenance releases for V6 only • Quarterly Customer Newsletters • Monthly Webinars ACCOUNT MANAGEMENT Requests for modifications should be sent to your Systems and Software account manager for review and quote. This includes any requests for enhancements, implementation of new features and requests for upgrades. 2020 Hourly Rate - $205 EXAMPLES OF BILLABLE SERVICES THAT REQUIRE A (QUOTE • Cognos BI reports o Requests for new reports o Requests for new table/view/model changes for custom needs o Security - additions and changes o Basic administration functions such as scheduling via Cognos, email distribution set up, etc. o Deployment of additional functionality within Cognos such as auditing, DR, managed alerts, detailed documentation, performance monitoring, SQL optimization etc. o Requests for new dashboards o Requests for archive content stores/environment o Request for training content stores/environments • Bill print changes • Process changes • New configuration/criteria set up • Doc Designer - new letters • Adding users (OS and enQuesta) • Rate changes • Extended telephone training • Upgrades and support of third -party software/interfaces • Recovering data resulting from customer error WHEN TO EXPECT INCREMENTAL MAINTENANCE Maintenance means restoring something to its original conditions. Enhancement means adding, modifying the code to support the changes in the user specification. System maintenance conforms the system to its original requirements and enhancement adds to system capability by incorporating new requirements. Thus, maintenance changes the existing system, enhancement adds features to the existing system, and development replaces the existing system. It is an important part of system development that includes the activities which corrects errors in system design and implementation, updates the documents, and tests the data. MAINTENANCE TYPES System maintenance can be classified into three types: • Corrective Maintenance (included in annual maintenance) - Enables user to carry out the repairing and correcting • Adaptive Maintenance (20% prorated for current year and then added to following years maintenance as full cost) - Enables user to replace the functions of the programs • Perfective Maintenance (20% prorated for current year and then added to following years maintenance as full cost) - Enables user to modify or enhance the programs according to the users' requirements and changing needs DID YOU KNOW? Systems and Software can offer the following items be included in your annual Maintenance and Support: 1) Prepaid upgrades 2) HCTC registration USER CONFERENCES/ USER GROUPS Annual Customer Training Conference (formally known as the User Forum). The admission fee per attendee ranges between $950 - $1300 per person USER GROUP ATTENDANCE Each customer can have as many employees attend/participate as they would like. S&S currently has two regional User Groups. Groups typically meet in person annually November 4 -6, 2020 Las Vegas, NV I Caeser's Palace PACIFIC USER GROUP: Azuza, Redlands, Santa Ana, South Coast, Valencia, Ventura, Anaheim, Riverside, Merced, Truckee Meadows, Spokane REGIONAL USER GROUP: Arlington, Atlanta, Augusta, Clarksville, DeKalb, El Paso, EPB, Greensboro, Irving, Mobile, Metro, Montgomery, Akron, Central Arkansas Water, Detroit, Marquette, Milwaukee, Minneapolis, SEMCO, Freeport, Nassau, Tupper Lake, Massena, Wolfeboro, Unitil, Lexington, South Bend EXECUTIVE STEERING COMMITTEE The intent of the Executive Steering Committee is to have Executive level (Director or delegate) representation (one Executive per utility) from our customer base that will: i. Provide advice, insight and assistance to S&S's direction ii. Help S&S ensure our products and services meet the changing demands of the utility industry iii. Ensure S&S is properly leveraging expertise and experience iv. Ensure has the proper structure, processes and communication mechanisms to meet expectations V. Assist in our mutual successes and a win -win solution EXHIBIT 2 FIRST AMENDMENT TO MERCHANT PROCESSING RENEWAL AGREEMENT THIS FIRST AMENDMENT TO MERCHANT PROCESSING RENEWAL AGREEMENT ("First Amendment to Renewal Agreement") is made and entered into this 18th day of February 2020, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "CONSULTANT'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the PARTIES". RECITALS A. The PARTIES to the MERCHANT PROCESSING RENEWAL AGREEMENT ("Renewal Agreement') (A-2018-247), wish to amend said Renewal Agreement, dated October 16, 2018, by which CONSULTANT agreed to perform such services for CITY with respect to Municipal Utility Services, Business License Tax, Proactive Residential Rental Enforcement Program Accounts, with provisos for the extension to CONSULTANT's Dog License accounts. B. The PARTIES to this First Amendment to Renewal Agreement wish to reinstate and expand the expired optional contingency provision (Section 3. "OPTIONAL CONTINGENCY" of said Renewal Agreement). Said optional contingency is for an updated walk-up Payment Kiosk hardware and software solution to replace CITY's aging Payment Kiosk hardware and software purchased and installed in fiscal year 2012-13 at a pre -paid cost not to exceed $100,000, covering a three-year term beginning July 1, 2020 and concluding June 30, 2023. Also included is a separate optional contingency for complimentary PayGo services to permit payment of CITY Municipal Utility Services charges at 7Eleven Stores and CVS Pharmacies for an annual cost of $19,500 over an identical three-year term. C. The PARTIES to this First Amendment to Renewal Agreement also wish farther to extend the length of said Renewal Agreement to include fiscal years 2022-23 and 2023-24 (Section 4. "TERM'), and to correspondingly extend the fiscal year limits for both fiscal years by an additional $190,000 each, together with a $60,000 contingency amount for merchant processing services (Section 2. "COMPENSATION") payable under said Renewal Agreement to coincide with the effect of the term and compensation amendments made in Section 3. D. In undertaking the performance of this Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this First Amendment to Renewal Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree to amend Section 1. "SCOPE OF WORK", Section 2. "COMPENSATION, Section 3. "OPTIONAL CONTINGENCY", and Section 4. "TERM" as follows: 1. SCOPE OF SERVICES The PARTIES agree that the SCOPE OF SERVICES shall be amended such that CONSULTANT shall perform credit card processing services according to the rates set forth in 25DL338 EXHIBIT A of the Renewal Agreement in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein. CONSULTANT shall perform such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms and conditions set forth in EXHIBIT A, to include all associated "Biller Agreements", "Invoice Cloud Biller Order Forms", and "Invoice Parameters" in effect June 30, 2018, and any subsequently associated "Biller Agreements", "Invoice Cloud Biller Order Forms" and "Invoice Parameters", utilizing any mutually acceptable level of electronic billing and/or payment presentation services, executed between CONSULTANT and CITY during the Term of this Renewal Agreement to also include (where applicable) enhanced electronic bill presentment and payment (EBPP) services which are herein incorporated by reference. Said enhanced EBPP services to include EBPP portal with real-time account balance pull and real-time payment posting to System & Software, Inc.'s enQuesta CIS (any version) and Single Sign -on (SSO) capabilities with System & Software, hic.'s WebConnect and/or Capricorn portal. The PARTIES hereto hereby acknowledge and reaffirm their agreement to the terms as set forth in EXHIBIT A of the Renewal Agreement for the Term of the Renewal Agreement. All references to Tenn shall mean the Term of said Renewal Agreement including any longer Tenn agreed to by the parties as may be set forth in any amendment to the Renewal Agreement. 2. COMPENSATION a CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services, the rates and charges identified in EXHIBIT A. The total sum to be expended under this Agreement shall not exceed the annual fiscal year limits set forth below unless amended by the PARTIES for a greater specified amount. The total sum to be expended under this Agreement, exclusive of optional expenditure(s) authorized via an agreed to Change Order proviso, shall not exceed $1,140,000 for contract services, and $60,000 for merchant processing contingency charges, including any unpaid sums receivable by CONSULTANT for prior contractual services concluding June 30, 2018, and shall not exceed the annual amounts identified below for the fiscal year periods specified during the remaining Term of this Agreement: Contract Term Period Annual Fiscal Year Period i. July 1, 2018 through June 30, 2019 ii. July 1, 2019 through June 30, 2020 iii. July 1, 2020 through June 30, 2021 iv. July 1, 2021 through June 30, 2022 v. July 1, 2022 through June 30, 2023 vi. July 1, 2023 through June 30, 2024 vii. Merchant Processing Contingency Contract Tenn Period Annual Compensation Amount $190,000 $190,000 $190,000 $190,000 $190,000 $190,000 $ 60,000 Subsection (vii) "Merchant Processing Contingency" shall be deemed to be that certain amount available to cover annual merchant processing charges that may occur above the $190,000 Annual Compensation Amount during any portion of the Term of this Agreement due to variability in the number of actual annual merchant processing transactions versus anticipated annual transactions. b. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures, unless 25DP-339 CONSULTANT or CONSULTANT's merchant processor directly debts CITY provided bank account. 3. OPTIONAL CONTINGENCIES a The PARTIES hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with an updated walk-up payment kiosk hardware and software solution utilizing Kiosk hiformation Systems, Inc. authorized hardware, software, hosting services, and program maintenance. This Optional Contingency may be exercised by CITY prior to March 1, 2020, on a forty-five (45) month prepaid lease basis with the currently planned start date beginning October 1, 2020 and continuing through June 30, 2024 for a net amount not to exceed $135,000, with the parties signing the applicable Add On Biller Order Form at the time of exercise. The detail terms for the exercise of this optional contingency provision shall be set -out via a Change Order proviso. b. The PARTIES hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with PayGo services to permit payment of CITY Municipal Utility Services charges at 7Eleven Stores and CVS Pharmacies for a cost not to exceed $19,500 annually, with a further contingency in the amount of $5,500 due to variability in the number of actual annual PayGo processing transactions versus anticipated annual transactions which will be subject to additional terms and conditions to be agreed by the Parties. This Optional Contingency may be exercised by CITY prior to December 1, 2020, on a three-year fiscal year basis with the currently planned start date beginning July 1, 2021 and continuing through June 30, 2024 for a net amount not to exceed $75,000, with the parties signing the applicable Add On Biller Order Form at the time of exercise. The detail terms for the exercise of this optional contingency provision shall be set -out via a Change Order proviso. 4. TERM The Term of this Agreement shall be effective from July 1, 2018 and shall terminate on June 30, 2024, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 13, below. H H {Signatures on followingpage) 251Y-340 IN WITNESS WHEREOF, the PARTIES hereto have executed this First Amendment to Renewal Agreement the date and year f i r s t above written. ATTEST: Daisy Gomez Clerk ofthe Council APPROVED AS TO FORM: SONIA R. CARVALFIO City Attorney yr By: ( mo t John Pink Assis nt City Attorney RECOMMENDED FORAPPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT INVOICE CLOUD, IN . I (-)A <Y NiJume: Robert Lapides l Title: President (Invoice Cloud) Tax ID FEIN#26-3972596 25D-341 EXHIBIT 3 FIRST AMENDMENT TO AGREEMENT TO PROVIDE PLANNING AND IMPLEMENTATION SERVICES FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this 18th day of February, 2020, by and between UtiliWorks Consulting, LLC ("CONSULTANT"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the PARTIES". RECITALS A. On September 11, 2018, CITY issued Request for Proposal No. 18-064, by which it sought a consultant to provide professional planning and implementation services for CITY's Automated Meter Infrastructure Project, by which CITY intends to convert existing water meters to "smart" meters based on new available technologies. B. CONSULTANT submitted a responsive proposal that was selected by CITY. CONSULTANT represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-064. C. On May 7, 2019, the PARTIES entered into an Agreement to Provide Planning and Implementation Services for the Automated Meter Infrastructure Project ("Original Agreement") A-2019-066. D. The PARTIES have subsequently expressed their intent to enter into a First Amendment to the Original Agreement ("First Amendment to Agreement") to expand the Scope of Services previously established and to increase compensation in connection with the additional scope of work by $68,720, with a 10% contingency of $6,872 for a total amount not to exceed - $75,592. E. In undertaking the performance of this First Amendment to Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this First Amendment to Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree to amend Section 1. "SCOPE OF SERVICES", Section 2. "COMPENSATION, and Section 22. "MISCELLANEOUS PROVISIONS", as follows: 25Dr342 1. SCOPE OF SERVICES The PARTIES agree that the SCOPE OF SERVICES shall be amended to include a second exhibit, EXHIBIT A-1, which is hereby incorporated in full by reference and which sets forth the following additional scope of work task categories: 1. CIS (Customer Information System) Project Management 1.1 Contract Negotiations 1.2 Data Exchange Oversight 1.3 Environment Configuration and Training 1.4 Acceptance Testing Oversight CONSULTANT shall perform the related scope of work task category services as described and specifically delineated in EXHIBIT A-1. 2. COMPENSATION a. CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services as set forth in EXHIBIT A of the Original Agreement and EXHIBIT A -I of the First Amendment to Agreement, the rates and charges identified in EXHIBIT B of the Original Agreement together with the rates and charges identified in the Fee Structure tables incorporated in EXHIBIT A-L The total sum to be expended under the TERM of the Original Agreement, including any extension periods, shall not exceed $965,250 ($896,530 as set forth in EXHIBIT B of the Original Agreement, comprised of (1) the base amount of $815,027 and (2) a 10% contingency in the amount of $81,503 for additional services at CITY's sole discretion. To which an additional $68,720 is hereby added, with a further corresponding 10% contingency of $6,872, for a total additional amount not to exceed $75,592 as set forth in EXHIBIT A-1. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Services, which may reasonably be expected by CITY. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 25D2343 // b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. This First Amendment to Agreement must be signed below and may be signed in counterpart and delivered by fax, e-mail as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} 25Dr344 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: l iV Lo Storck Assistant Ci y Attomey FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Jack Ciulla Chief Technology Innovations Officer Information Technology Agency Kathryn Downs Executive Director Finance and Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT UtiliWorks Consulting, LLC Nam e Pers 22 vn (on T e: Presid Tax I.D. FEIN #20-5167904 25D-345 Deliver to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702-1964 UtiliWorks Consulting, LLC. 225.766.4188 Office 2351 Energy Dr. STE 1010 225.612.6404 Fax Baton Rouge, LA 70808 www.utiliwA1 q_346 EXHIBIT A-1 utioli Strategic Utility Consulting Table of Contents Purpose...................................................................................................... 3 Assumptions................................................................................................. 3 Task 1 - CIS Upgrade Project Management............................................................. 3 Task 1.1 - Contract Negotiations...................................................................... 3 Task 1.2 - Data Exchange Oversight................................................................... 4 Task 1.3 - Environment Configuration and Training ................................................ 4 Task 1.4 - Acceptance Testing Oversight............................................................. 4 FeeStructure............................................................................................... 5 CIS Project Management................................................................................ 5 City of Santa Ana 25D-347 Page 1 2 Scope of Work Purpose This Scope of Work (SOW) is to document services UtiliWorks Consulting, LLC ("UtiliWorks") will provide the City of Santa Ana ("City" or "Santa Ana"). The City requested that UtiliWorks provide scope and pricing on program management services and subject matter expertise for the planned CIS enQuesta upgrade to better ensure the successful upgrade of the enQuesta application. Assumptions • City will assign a resource to participate in regularly scheduled status calls with the UtiliWorks Project Manager to review open issues and remove barriers to progress. • City will designate the necessary Subject Matter Experts across the organization to participate in the Project effort. • City team will have reasonable responsiveness to data requests, document or deliverables review and meeting requests. • City agrees to provide the UtiliWorks project team with online access, as well as workspace for consultants while on -site. • Work will be performed by UtiliWorks resources either on -site or off -site in the completion of outlined deliverables. • City will provide familiarization training of current customer service, billing services and meter reading operations. Task 1 - CIS Upgrade Project Management Task 1.1 - Contract Negotiations UtiliWorks will provide guidance and support to City during contract negotiations with Systems Et Software, Inc. ("SftS") for the enQuesta CIS upgrade. Our experts will review and provide editorial comments for the proposed vendor contract and SOW, determine whether the SOW complies with City requirements and negotiate terms that are as favorable as possible to City. UtiliWorks will work with City and S&S to: 1. Identify and document specific systems acceptance criteria 2. Identify and document any recommended training 3. Identify and document expected deliverables to be produced 4. Work to obtain the best possible price. UtiliWorks will actively participate in discussions and negotiations with S&S on behalf of City. UtiliWorks will work with City to develop the final vendor contract presentation to the City Council and attend the City Council meeting to answer questions and provide clarification. Deliverables: Council -Ready Vendor Contract (including system acceptance criteria), Council Presentation Slide Deck City of Santa Ana 25D-348 Page 1 3 Task 1.2 - Data Exchange Oversight In order to provide continuity in billing and customer service operations, data from the onsite enQuesta system must be ported to the new `instance' during the upgrade process. UtiliWorks will provide coordination between the City and S&S to minimize disruption to these critical operations, as well as oversight in the data transfer process. UtiliWorks will document data exchange activities and make note of any differences or changes in schema from the current enQuesta system to upgrade environment. After the migration process, UtiliWorks will continue data -related activities by providing confirmation that the critical information from the prior system has migrated intact to the upgraded system. This information will be validated against the current system to affirm accuracy and continuity across environments during the change -over period. Deliverables: Data Exchange and Validation Activities Memorandum (*.doc) Task 1.3 - Environment Configuration and Training UtiliWorks will provide oversight into the configuration process. Post -set-up, it is also important to recognize the impacted business considerations when upgrading any major operational system. UtiliWorks will work with S&S to identify the pertinent business rules and ensure their implementation to prevent disruptions in core system functionality. UtiliWorks recognizes that effective and timely training of City personnel on the implemented business rules and any updated user interfaces is critical to success of the project. After configuration, UtiliWorks will coordinate the timing and delivery of on -site vendor training during the upgrade in accordance with overall project schedule and coordinate with City regarding the availability, suitability, and readiness of a training environment and participants. UtiliWorks will review SftS's training plan for completeness, including course descriptions, course agenda, requirements, participants, and proposed timing. UtiliWorks may recommend additional training and other forms of end -user training to supplement vendor training. Assumptions: UtiliWorks SMEs will participate in vendor training activities; UtiliWorks will have access to pertinent data from the current enQuesta and to -be enQuesta systems Deliverables: Business Rules, Configuration, and Training Memorandum (*.doc) Task 1.4 - Acceptance Testing Oversight The plan and methodology for testing the installed solution is critical to evaluating the success of the upgrade and migration, and whether City objectives have been met. is. At a high level, testing is expected to include: Vendor -led Functional Testing - Vendor -led software testing to ensure agreed upon configuration of system(s) is delivered and working to specifications prior to the start of any City -led testing. System Acceptance Testing - City -led testing to confirm functional accuracy, system communications, and other acceptance criteria as outlined in the final vendor contract User Acceptance Testing - City -led "real world" testing that validates that the delivered system can support daily business and user requirements. Full end -to -end testing will include systems functionality; automated systems integration/data transfer; data City of Santa Ana 25D-349 Page 1 4 integrity; new and modified business processes; and other acceptance criteria as outlined in the final vendor. UtiliWorks will review the vendor test plan submittal for completeness and advise City on any proposed changes or additions. Upon delivery of the final vendor test plans, UtiliWorks will develop a test plan that will outline, at a minimum: roles and responsibilities; testing procedures; and, entrance/acceptance criteria. UtiliWorks will also oversee and support testing efforts. Specifically, UtiliWorks will: • Review and provide feedback on vendor and utility test cases for each phase to identify potential gaps and supplement accordingly • Coordinate scheduling and execution of the testing vendor and City • Provide on -site testing oversight and support of the test team • Establish an issue/defect tracking system, monitor defects/problems reported by the test team, facilitate assignment of problems for resolution, and ensure retest by the test team Deliverables: Test Plan (*.doc), Issue/Defect tracking system (SharePoint) Fee Structure CIS Project Management UtiliWorks will perform this SOW on a time -and -materials basis and invoice the City monthly for actual hours worked the previous month. Billing will occur based on the billing rates per resource. Estimated project hours are identified in the table below. Travel onsite to support this scope is estimated to be no more tha Estimated Hours by staff member: n City of Santa Ana 25D-350 Page 1 5 Title Task 1 - Contract Negotiation Don Rankin Sr. Associate Steve Nees Sr. Associate Bret Vonder Reith Sr. Associate Task 2- Data Exchange Oversight Parvathi Muralli Associate Steve Nees Sr. Associate Bret Vonder Reith Sr. Associate Task 3- Environment Configuration and Parvathi Muralli Associate Steve Nees Sr. Associate Bret Vonder Reith Sr. Associate Task 4 - Acceptance Testing Parvathi Muralli Associate Steve Nees Sr. Associate Bret Vonder Reith Sr. Associate Subtotal $58,720 Travel $1,000 $2,000 $2,000 $2,000 $1,000 $10,000 subtotal with Travel $68,720 Contingency(10%) $%,872 Total $75,592 Title Billing Rate Managing Director $ 295.00 Principal $ 260.00 Director $ 220.00 Senior Manager $ 220.00 Manager $ 220.00 Senior Associate $ 220.00 Associate $ 190.00 Analyst $ 160.00 Junior Analyst $ 115.00 Administrative $ 115.00 Any required State, City, or local government taxes, fees, or business licenses costs will be invoiced to City at actual cost incurred. Schedule The following timeframe of activities is tentative and contingent upon the assumptions and adequate participation of parties involved. k Name Start Date End D Task 1.1 -Contract Negotiation March 2020 March 2020 City of Santa Ana 25D-351 Page 1 6 March April Task 1.2 - Data Exchange Oversight 2020 2020 Task 1.3 - Environment Configuration and Data April May Validation 2020 2020 June August Task 1.4 - Acceptance Testing 2020 2020 City of Santa Ana 25D-352 Page 1 7 EXHIBIT 4 FIRST AMENDMENT TO AGREEMENT TOPROVIDE TEMPORARY STAFFING SERVICES THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this 18th day of February, 2020, by and between Apple One Employment Services, An ActOne Group Company, ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). City and Contractor shall hereinafter collectively be referred to as "the Parties". RECITALS A. On June 5, 2018, the City entered into an agreement with Contractor to provide temporary staffing services for the City's employment needs. B. In undertaking the performance of this Agreement, Contractor has represented that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. C. The Parties wish to amend the maximum compensation under this Agreement from $400,000 to $750,000 per year. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree to amend Section 1. "Compensation" as follows: // Section 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement, Contractor shall be paid only for services performed under this Agreement at the rates and charges identified in Exhibit S. Contractor is one of three Contractors selected to provide temporary staffing services. The total compensation for Contractor, as one of the selected contractors, shall not exceed $750,000 peryear, including any extension periods as detailed in Section 3. b. Payment by City shall be made within 45 (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. If there is any dispute regarding payment for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City, this can be determined mutually by the Parties in a court of law. {Signatures on Following Page} 25D-353 IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John nk Assis nt City Attorney RECOMMENDED FOR APPROVAL Stephen Pham Executive Director, Human Resources CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR: APPLEONE: Michael l Chief Financial Officer Tax ID # q6-- ) i'8 py 65( 25D-354 EXHIBIT 5 STATE OF CALIFORNIA NATURAL RESOURCES AGENCY GRANT AGREEMENT GRANTEE NAME: City of Santa Ana PROJECT TITLE: City of Santa Ana Advanced Metering Infrastructure AUTHORITY: Senate Bill No. W Specified Funding FY 201812019 PROGRAM: General Fund Specified Grant Projects AGREEMENT NUMBER: GF1806-0 TERM OF LAND TENURE: 25 years from date of project completion as evidenced by Project Certification Form PROJECT PERFORMANCE PERIOD IS: 211Y2019 to 212812021 Under the terms and conRNons of this agreement. the applicant agrees 1e comDle/e'he prCicct as described in the project Wape get forth In Exhibit A and any aubseQuant amendments. a,o the slate of catifomia. acing through the Natural Rewumes Agency pursuant to Senate BIN No, s4a, even Io rung the Protect up to the total gran{ amount indicated PROJECT DESCRIPTION: See project description on page 1 and Exhibit A of the Agreement Total State Grant not to exceed $4,000,000.00 (or project cc" whichever is less) The Special and General Provisions attached are made a part of and Incorporated into the Agreement. CITY OF SANTA ANA STATE OF CALIFORNIA ( NATURAL RESOURCES AGENCY B 4111 . 3r B Nabil Saba Illulie Alvis True Water Resources Manager Tole DNxq Assistant Seicnstary Date 1 iolu I at Date CERTIFICATIAN tlF FumnlNn AMOUNT OF E$TRiATE FUNDING AGREEMENT NUMBER FUND $4,000,000.00 GFING.0 0001—General Fund ADJ. INCFtM NG ENCUMBRANCE FI$Cal PO Number $0.00 Sic TT ADJ. DECREASING ENCUMBRANCE FUNCTION $0.00 Local Assistance UNENGUMBEREO BALANCE FEFNUMBER FUND Ems` TM Wr ACCOUNT NUMBER ALT ACCOUNT soda 101 0001 2018 U32000 000000000 PROGRAM PGBU PROJECT ACTIVITY RPTG STRUCTUR€ BVG LPG AGENCY USE BUDGET PERIOD 0320 0840 ONOGIVISM 31819 08400001 31019 1 2018 I hereby certify upon my p al knowledge that budgeted funds are available for this '1 SIGNATURE OF ACCOUNTING OFFICelill 25D-355 Agreement No. GF1806-0 GRANT AGREEMENT State of California - The Natural Resources Agency Grantee Name: City of Santa Ana Project Title: City of Santa Ana Advanced Metering Infrastructure Agreement Number: GF1806-0 Authority. Senate Bill No. 840 Specified Funding FY 201812019 Program: General Fund Specified Grant Projects PROJECT DESCRIPTION City of Santa Ana's installation and implementation of an Advanced Metering Infrastructure (AMI) System providing real-time operational modeling information to track water customer demand and use. establishing a distribution leak detection system and providing water consumption data to allow approximately 1,000 customers and City to manage water consumption. This is Phase I of a larger project. A detailed project scope and activities. project schedule and project budget are described and attached hereto as Exhibit A. Grant Funds are to be used to support capital asset projects in accordance with the provisions contained in the Procedural Guide for General Fund Specified Grant Projects and this Agreement. TERMS AND CONDITIONS OF GRANT Special Provisions 1. Recipients of grant funds shall post signs acknowledging the source of the funds. Size, location and number of signs shall be approved by the State. 2. The Grantee may be required to record Deed Restrictions, incorporating by reference this Grant Agreement and giving public notice that the Grantee received funds under this agreement in order to assist Grantee in developing the real property and that, in consideration for the receipt of the grant funds, the Grantee has agreed to the terms of this agreement. General Provisions A. Definitions 1. The term "Act" means Assembly Bill No. 97. 2. The term "Acquisition' means obtaining a fee interest or any other interest, including easements, leases, and development rights. 3. The term "Agreement" means this Grant Agreement 25D-356 Agreement No. GF1806-0 4. The term "Application" means the individual application form. its required attachments for grants pursuant to the enabling legislation and/or program and any applicable materials supplied by applicant to the California Natural Resources Agency prior to award. 5. The term "Application Guidelines' means the Procedural Guide for General Fund Specified Grant Projects. 6. The term "Development" means improvement, rehabilitation, restoration, enhancement, preservation, protection and interpretation or other similar activities. 7. The term "Fair Market Value" means the value placed upon the property as supported by an appraisal that has been reviewed and approved by the California Department of General Services (DGS). 8. The term "Grant" or "Grant Funds" means the money provided by the State to the Grantee in this agreement. 9.. The term "Grant Agreement" means a contractual arrangement between the State and Grantee specifying the payment of funds by the State for the performance of specific project objectives within a specific project performance period by the Grantee. 10. The term "Grantee" means an applicant who has a signed agreement for grant funds. 11. The tern "Interpretation" means visitor -serving amenities that communicate the significance and value of natural, historical and cultural resources to a manner that increases the understanding and enjoyment of these resources, or other similar activities. 12. The term "Other Sources of Funds" means cash or in -kind contributions that are required or used to complete the project beyond the grant funds provided by this Agreement. 13. The term "Payment Request Form" means Form RA212. 14. The term "Project" means the acquisition of development activity described in the application as modified by Exhibit A to be accomplished with grant funds. 15. The term "Project Budget" means the State approved cost estimate included as Exhibit A to this Agreement. 16. The term "Project Scope' means the description or activity for work to be accomplished by the project. 17, The term "State" means the Secretary for California Natural Resources or his/her representatives, or other political subdivision of the State. B. Project Execution 1. Subject to the availability of funds in the Act, the State hereby grants to the Grantee a sum of money (Grant Funds) not to exceed the amount stated on the signature page in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the description of project in this Agreement and its attachments and under the Terms and Conditions set forth in this agreement. 2. Grantee shall furnish any and all additional funds that may be necessary to complete the project. 25D-357 Agreement No, GF1806-0 3. Grantee shall complete the project in accordance with the Project Performance Period set forth on the signature page. unless an extension has been formally granted by the State and under the Terms and Conditions of this agreement. Extensions may be requested in advance and will be considered by State, at its sole discretion, in the event of circumstances beyond the control of the Grantee, but in no event beyond May 1. 2024. 4. Grantee shall at all times ensure that project complies with the California Environmental Quality Act (CEQA) (Public Resources Code, Division 13, commencing with section 21000, et. seq., Cal Code Regs tit. 14, section 15000 et. seq.) and all other environmental laws, including but not limited to obtaining all necessary permits. Grant funds will not be disbursed before the close of the period for legal challenge under CEQA. Grant funds for planning and document preparation may be available sooner it included in the grant project scope (Exhibit A) and approved by the State. CEQA compliance shall be completed within one (1) year from the Grant Agreement start date, unless an extension is granted by the State. Changes to the scope resulting from CEQA compliance are permitted provided the State determines that the project continues to meet all objectives of the General Fund Specified Grant Project and is consistent with the intent cited in the original Application. If a grantee's project is disapproved on grounds related to the California Natural Resource Agency's CEQA determination, the grantee shall have the option of either. (1) reimbursing the Natural Resources Agency for all state -reimbursed preliminary costs (e.g . planning, design. etc.), or (2) relinquishing any planningldesign documents, including all copies, reproductions, and variations resulting from said funding, without a license to use or otherwise retain in any form- 5. Projects must comply with any applicable laws pertaining to prevailing wage and labor compliance. 6. Grantee certifies that the project does and will continue to comply with all current laws and regulations which apply to the project, including, but not limited to, legal requirements for construction contracts, building codes, environmental laws, health and safety codes, and disabled access laws. Grantee certifies that, prior to commencement of construction, all applicable permits and licenses (e.g., state contractor's license) will have been obtained. Grantee shall provide access by the State upon 24-hours' notice to determine if project work is in accordance with the approved project scope, including a final inspection upon project completion. Prior to the commencement of any work. Grantee agrees to submit in writing to the State for prior approval any deviation from the original project scope per Exhibit A and the application. Changes in project scope roust continue to meet the need cited in the original application or they will not be approved. Any modification or alteration in the project as set forth in the application on file with the State must be submitted to the State for approval. Any modification or alteration in the project must also comply with all current laws and regulations, including but not limited to CEQA. g. Grantee shall provide for public access and/or educational features where feasible. 10. Grantee must have (1) fee title, (2) leasehold. or (3) other interest to project lands and demonstrate to the satisfaction of the State that the proposed project will provide public 25D-358 Agreement No. GF1806-0 benefits that are commensurate with the type and duration of the interest in land. Any acquisition of project lands by Grantee following award shall not involve eminent domain proceedings or threat of eminent domain proceedings. 11. Grantee shall promptly provide photographs of the site during and after implementation of project at the request of the State. C. Project Costs 1. Grant funds provided to Grantee under this agreement will be disbursed for eligible costs, on a reimbursement basis. Requests for advance funds are allowable on a case by case basis, at the State's discretion. Payments are made as follows, but shall not exceed in any event the amount set forth on the signature page of this agreement: a. Grantee agrees to use any Grant Funds advanced by the State under the terms of this Agreement solely for the Project herein described. b. Approved direct management costs or construction and development costs. Up to ten percent (10%) of the reimbursement amount will be held back and issued as a final payment upon completion of the project. c. If Grant Funds are advanced, the Grantee shall place these Funds in a separate interest -bearing account, setting up and identifying such account prior to the advance. Interest earned on Grant Funds shall be used on the Project, as approved by the State. Any overpayment of Grant funds in excess of final project costs shall be returned to the State within sixty (60) days of completion of the Project or the end of the Project performance period as shown on the signature page, whichever is earlier. d Remaining grant funds shall be paid up to the total amount of the grant funds or the actual project cost, whichever is less, upon completion of the project, receipt of a detailed summary of project costs from the Grantee found to be satisfactory by the State, and the satisfactory completion of a site inspection by the State. 2, Payment Documentafion: All payment requests must be submitted using a completed Payment Request Form. This form must be accompanied by an itemized list of all expenditures that clearly documents the check numbers. dates, recipients, line-Atem description as described in the project budget approved by the State and amounts. Each payment request must also include proof of payment such as receipts, paid invoices, canceled checks or other forms of documentation demonstrating payment has been made. b. Any payment request that is submitted without the required itemization and documentation will not be authorized. If the payment request package is incomplete, inadequate or inaccurate, the State will inform the Grantee and hold the payment request until all required information is received or corrected. Any penalties imposed on the Grantee by a contractor. or other consequence, because of delays in payment will be paid by the Grantee and is not reimbursable under this agreement 3. Grant funds in this award have a limited period in which they must be expended. Grantee expenditures funded by the State must occur within the time frame of the Project Performance Period as indicated in this agreement. 25D-359 Agreement No. GF180M 4, The State reserves the right to request reimbursement of any funds spent on the project, even funds deemed eligible costs, if the project is not completed in accordance with the Grant Agreement and the guidelines Except as otherwise provided herein, the Grantee shall expend grant funds in the manner described in the Exhibit A approved by the State. The total dollars of a category in the project budget may be increased by up to ten percent {10%) through a reallocation of funds from another category, without approval by the State. However, the Grantee shall notify the State in writing when any such reallocation is made, and shall identify both the item(s) being increased and those being decreased. Any cumulative increase or decrease of more than ten percent (10%) from the original budget in the amount of a category must be approved by the State. In any event, the total amount of the grant funds may not be increased, nor may any adjustments exceed the limits for management costs as described in the Application Guidelines. Q. Project Administration 1. Grantee shall promptly provide project reports and/or photographs upon request by the State. In any event Grantee shall provide the State a report showing total final project expenditures with the final payment request and required closing documents. 2. Grantee shall make property and facilities acquired or developed pursuant to this agreement available for inspection upon request by the State. 3. Grantee shall use any income earned by the Grantee from use of the project to further project purposes, or, if approved by the State, for related purposes within the jurisdiction. 4. Grantee shall submit all documentation for project completion, including a notice of completion as applicable and final reimbursement within ninety (90) days of project oompfetion, but in no event any later than May 1. 2024. 5. Final payment is contingent upon State verification that project is consistent with project scope as described in Exhibit A, together with any State approved amendments. B. This agreement may be amended by mutual agreement in writing between Grantee and State. Any request by the Grantee for amendments most be in writing stating the amendment request and reason for the request. The Grantee shall make requests in a timely manner and in no event less than sixty (60) days before the effective date of the proposed amendment. 7. Grantee must report to the State all souroes of other funds for the project. E. Project Termination 1. The State reserves the right to terminate a Grant Agreement for any reason at any time. There are no vested rights or entitlements to funding that a Grantee can or should rely upon, and once a notice of termination Is provided to the Applicant, only authorized and eligible work prior to that notification of termination will be paid by the State- 2 Prior to the completion of project construction, either party may terminate this agreement by providing the other party with thirty (30) days' written notice of such termination, The State may also terminate this Grant Agreement for any reason at any time if it learns of or otherwise discovers that there is a violation of any state or federal law or policy by 2tV-;360 Agreement No. GF1806-0 Grantee which affects performance of this or any other grant agreement or contract entered into with the State. If the State terminates without cause the agreement prior to the end of the Project Performance Period, the Grantee shall take all reasonable measures to prevent further costs to the State under this agreement. The State shall be responsible for any reasonable and non -cancelable obligations incurred by the Grantee in the performance of the agreement prior to the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this agreement. 4. If the Grantee fails to complete the project in accordance with this agreement, or falls to fulfill any other obligations of this agreement prior to the termination date, the Grantee shall be liable for immediate repayment to the State of all amounts disbursed by the State under this agreement, plus accrued interest and any further costs related to the project. The State may, at its sole discretion, consider extenuating circumstances and not require repayment for work partially completed provided that the State determines it is in the State's best interest to do so. This paragraph shall not be deemed to limit any other remedies available to the State for breach of this agreement. 5. Failure by the Grantee to comply with the terms of this agreement or any other agreement under the Act may be cause for suspension of all obligations of the State hereunder. S. Failure of the Grantee to comply with the terms of this agreement shall not be cause for suspending all obligations of the State hereunder if, in the judgment of the State, such failure was due to no fault of the Grantee. At the discretion of the State, any amount required to settle at minimum cost any irrevocable obligations properly incurred shall be eligible for reimbursement under this agreement. Because the benefit to be derived by the State, from the full compliance by the Grantee with the terms of this agreement, is the for the purposes as stated in the application for the people of the State of California, and because such benefit exceeds to an immeasurable and unascertainable extent time amount of money fumished by the State by way of grant funds under the provisions of this agreement, the Grantee agrees that payment by the Grantee to the State of an amount equal to the amount of the grant funds disbursed under this agreement by the State would be inadequate compensation to the State for any breach by the Grantee of this agreement. The Grantee further agrees therefore, that the appropriate remedy in the event of a breach by the Grantee of this agreement shall be the specific performance of this agreement, unless otherwise agreed to by the State. F. Hold Harmless 1. Grantee shall waive all claims and recourses against the State, including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this agreement, except claims arising from the gross negligence of State, its officers, agents and employees. 2. Grantee shall indemnify, hold harmless and defend State, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arising out of the project, including development, construction, operation or maintenance of the property described in the project description which claims, demands or causes of action arise under Government Code Section 895.2 or otherwise, including but not limited to items to which the Grantee has certified, except for liability arising out of the gross negligence of State, its officers, agents or employees. Grantee acknowledges that it is solely responsible for compliance with items to which it has certified. 25D-361 Agreement No. GF1808-0 3. Grantee and State agree that in the event of judgment entered against the State and Grantee because of the gross negligence of the State and Grantee, their officers. agents or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request ajury apportionment. G. Financial Records 1. Grantee shall maintain satisfactory financial accounts, documents and records for the project and to make them available to the State for auditing at reasonable times. Grantee shall also retain such financial accounts, documents and records for three (3) years after final payment and one (1) year following an audit. 2. Grantee agrees that during regular office hours, the State and its duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the Grantee pertaining to this agreement or matters related thereto. Grantee shall maintain and make available for inspection by the State accurate records of all of its costs, disbursements and receipts with respect to its activities under this agreement. 3. Grantee shall use applicable Generally Accepted Accounting Principles, unless otherwise agreed to by the State. H. Use of Facilities The real property (including any portion of it or any interest in it) may not be sold or transferred without the written approval of the State of California, acting through the Natural Resources Agency, or its successor, provided that such approval shall not be unreasonably withheld as long as the purposes for which the grant was awarded are maintained. Grantee shall maintain, operate and use the project in fulfillment of the purpose funded pursuant to this grant for a minimum of 2S YEARS, consistent with the Land TenurelSite Control requirements included in the Application Guidelines. The Grantee, or the Grantee's successor in interest in the property, may assign without novation the responsibility to maintain and operate the property in accordance with this requirement only with the written approval of the State. Grantee may be excused from its obligations for operation and maintenance of the project site only upon the written approval of the State for good cause. "Good cause" includes, but is not limited to, natural disasters that destroy the project improvements and render the project obsolete or impracticable to rebuild 3. Grantee shall use the property for the purposes for which the grant was made and shall make no other use or sale or other disposition of the property. This agreement shall not prevent the transfer of the property from the Grantee to a Public Agency, if the successor public agency assumes the obligations imposed by this agreement. 4. If the use of the property is changed to a use that is not permitted by the agreement. or if the property is sold or otherwise disposed of, at the State's sole discretion, an amount equal to (1) the amount of the Grant (2) the Fair Market Value of the real property, or (3) the proceeds from the sale or other disposition, whichever is greater, may be reimbursed to the State. If the property sold or otherwise disposed of is less than the entire interest in the property funded in the Grant, an amount equal to either the proceeds from the sale or other disposition of the interest or the Fair Market Value of the interest sold or otherwise disposed of, whichever is greater, shall be reimbursed to the State. 5. The Grantee shall not use or allow the use of any portion of the real property for mitigation without the written permission of the State. 26U-'362 Agreement No. GF1806-0 6 The Grantee shall not use or allow the use of any portion of the real property as security for any debt. I. Nondiscrimination During the performance of this grant, grantee and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancerlgenetrc characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation. Grantee and subcontractors shall ensure that the evaluation and treatment of all persons, and particularly their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs, tit. 2, §7285.0 et W.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code. §12990 (aHf), are incorporated into this grant by reference and made a part hereof as if set forth in full (Cal. Code Regs, tit. 2, §7285.0 at seq.). Grantee shall include this non-discrimination and compliance provisions of this clause in all subcontracts to perform wcrk under the grant. 2. The Grantee shall not discriminate against any person on the basis of residence except to the extent that reasonable d0erenoe in admission or other fees may be maintained on the basis of residence and pursuant to law. The completed project and all related facilities shall be open to members of the public generally, except as noted under the special provisions of this agreement or under provisions of the Act. J, Application Incorporation The Grant Guidelines and the Application and any subsequent changes or additions to the Application approved in writing by the State are hereby incorporated by reference into this agreement as though set forth in full in this agreement. K Severability If any provision of this agreement or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of this agreement which can be given effect without the invalid provision or application, and to this end the provisions of this agreement are severable. L Waiver No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver Is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to. waiver of or excuse of any other. different or subsequent breach by either party- M. Assignment Except as expressly provided otherwise. this agreement is not assignable by the Grantee either in whole or in part. 25D-363 Agreement No GF1806-0 N. Disputes 11 the Grantee believes that there is a dispute or grievance between Grantee and the State arising out of or relating to this agreement, the Grantee shall first discuss and attempt to resolve the issue informally with the Agency Grants Administrator, If the issue cannot be resolved at this level, the Grantee shall follow the following procedures! If the issue cannot be resolved informally with the Agency Grants Administrator, the Grantee shall submit, in writing, a grievance report together with any evidence to the Deputy Assistant Secretary for Bonds and Grants for the California Natural Resources Agency. The grievance report must state the issues in the dispute, the legal authority, or other basis for the Grantee's position and the remedy sought. Within ten (10) working days of receipt of the written grievance report from the Grantee, the Deputy Assistant Secretary shall make a determination on the issue(s) and shall respond in writing to the Grantee indicating the decision and reasons therefore. Should the Grantee disagree with the Deputy Assistant Secretary's decision, the Grantee may appeal to the Assistant Secretary for Administration and Finance for the Natural Resources Agency. 2. The Grantee must submit a letter of appeal to the Assistant Secretary explaining why the Deputy Assistant Secretary's decision is unacceptable, The letter must include, as an attachment, copies of the Grantee's original grievance report, evidence originally submitted, and response from the Deputy Assistant Secretary. The Grantee's letter of appeal must be submitted within ten (10) working days of the receipt of the Deputy Assistant Secretary's written decision. The Assistant Secretary or designee shall. within twenty (20) working days of receipt of Grantee's letter of appeal, review the Issues raised and shall render a written decision to the Grantee The decision of the Assistant Secretary or designee shall be final. 0. Audit Requirements Grant projects are subject to audit by the State annually and for three (3) years following the final payment of grant funds- The audit shall include all books. papers, accounts, documents, or other records of the Grantee, as they relate to the project for which the grant funds were granted. 20 264 EXHIBIT A STATE OF CALIFORNIA NATURAL RESOURCES AGENCY GRANT AGREEMENT General Fund Speci led Grant Projects Grantee Name: City of Santa Ana Project Title: City of Santa Ana Advanced Metering. Infrastructure Agreement Number; GF1806-0 Project Scope: City of Santa Ana's installation and implementation of an Advanced Metering Infrastructure (AMI) System providing real-time operational modeling information to track water customer demand and use; establishing a distribution leak detection system and providing water consumption data to ailew individuals to manage their water consumption, This is Phase I of a larger project. Elements funded by General Fund grant include the following: • Planning for AMI project deployment and implementation • Procuring AMI system including developing system specifications and bid documents • Installing at least one funder acknowledgement sign • Installing approximately 4,000 of AMI meters to primarily high -use customers • Retrofitting and updating meter boxes and structures as needed to allow for AMI signal transmission • Installing approximately 4,000 of AMI Radios Installing AMI data collection infrastructure dependent on system selected + Installing approximately 10 AMI Towers + n*grating software, data and related information technology acdvit{es and improvements + Installing software and systems integration (AMI Head -in System, HES and Meter Data Management System, MOMS), Specific HES and MOMS Software makelmodel will be specific to the AM] system selected (to be determined). • Deploying interactive customer portal to all users to monitor and track individual water usage • Training staff to use and inspect AMI system Project Schedule: Activl DescripWn Timeline Preliminary work on the project- Contract with an AMI Project Manager February -April 2019 Development of Implementation Plan and bid documents to purchase AMI Tea nology and Software February -May 2019 Environmental Review (GEQA) City of Santa Ana- submit CEQA Document to the State Already completed via NOE submittal Public Works Encroachment Permit for Installation of AMI Collector TowersApril-May 2019 Award Contract for Meter Installation (Phase 1) and Software Development June 2019 Provide construction stakin mobilization as reouired June -July 2019 Review and approve shop drawings for materials required to construct the prcject July -August 2019 Submit final site designiplans/specificabons to State September 2019 Purchase equipment, conduct installation, train staff, inspect Installation October 2019-Februa -2020 Submit evidence of bond acknowled ement s' n Februa 2020 Submit Project Closeout package with final Payment Request to State A nl 2020 Coat Estimate: See Exhibit At 25D-365 Exhibit A-1: Cost Estlmate City Of Santa Ana City of Santa Ana Advance Metering Infrastructure GF1a0frU Project Elements Total Project Costs General Fund Grans NON -CONSTRUCTION COSTS Direct Project Management & Administration Staff Time (direct costs only) $150,000 $150,000 Develop Implementation Plan and Bid Documents $250,000 $250,000 SUB -TOW Aforr-Construction Costs (not to exceed 25% of the grant) $400,000 $400,000 CONMUCTION COSTS Fund'er Acknowledgement Sign and Installation $920 $920 Installation of AM Meters $1,250,000 $1.250.000 Installation of AM Radios $750,000 $750.000 Installation of AMI Tourers $500,000 $500.000. Software and Systems Integration and Training (AMI Head -in System, HES and Meter Data Management System, MOMS). Specific HIES and MOMS software makelmodel will be speck to the AMP system selected (to be determined). $750,000 $750,000 SUB- TOTAL Construction Costs $3,250,920 $3,250,920 ContFngeney inert to exceed 10% of grant) $349,080 $349.080 PROJECT GRAND TOTAL $4,000,000 $4,000.000 'Only direct project management costs are eligible', no overheardrndirect casts are raimbursabie. In-sernca payroll may not include a "billable rate" or administrative cost allocation. "All invoices and receipts for all project expenditures from all funding sources will be retained and made available in @le event of any future State Audits. 25D-366 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE AMEND AND RENEW AGREEMENTS WITH HIGH LINE CORPORATION FOR PAYROLL/HUMAN RESOURCE SYSTEM MAINTENANCE, SERVICES, AND LICENSES ($503,144) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2" d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to amend and renew the agreements with High Line Software Corporation (High Line) for Payroll and Human Resources system maintenance, services, and software licenses in an amount not to exceed $503,144 over a two -year period, from April 1, 2020 to March 31, 2022, with three -one-year renewals, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City processes payroll and performs Human Resources management functions using the High Line Payroll and Human Resources software system. The system is used to maintain personnel information, record time and attendance, administer benefits, administer training and development, control positions and forecast personnel costs. The system's employee and manager self-service portal is used by approximately 1,500 City employees to access their pay stubs, benefits, leave accrual balances, salary information, training, and other employee information. The Annual Service Agreement (Exhibit 3) provides for software maintenance and support, including mandatory payroll tax table and form updates. The agreement renews automatically each year, unless terminated by either party. Increases to the annual maintenance and service may not exceed the United States Consumer Price Index (CPI) rate. An agreement renewal is required in order to receive regular software updates that allow the City to continue to process payroll that complies with Federal and State tax and labor laws. Additionally, staff recommends amending the existing Program License and Service Agreement (Exhibit 2) to engage professional services as needed for system consulting and software upgrade licenses. There are several payroll projects planned, which include system upgrade and enhancements, that will require engaging High Line Professional Services. The cost estimates associated with these projects are included in Exhibit 1. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal # 7- Team Santa Ana, Objective # 5 (create a culture of innovation and efficiency within the organization), Strategy A (promote the use of new technology to improve the delivery of services and information to staff and the community). 25E-1 Amend and Renew Agreements with High Line Corporation for Payroll /Human Resources System Maintenance, Services, and Licenses February 18, 2020 Page 2 FISCAL IMPACT Funds are available in the Information Technology Enterprise Systems accounting unit 10920141 for FY 2019-20 and will be budgeted in subsequent fiscal years. The following is an estimate of the account distribution by fiscal year; however, the actual amounts for each fiscal year may vary based on the timing of a system upgrade and services. Account Account FY FY FY 2021- FY FY Unit— Description 2019-20 2020-21 22 2022-23 2023-24 Total Account# 10920141- Contract $15,000 $15,000 $59,700 $15,000 $15,000 $119,700 62300 Services 10920141- Software $22,764 $22,764 62305 Licenses 10920141- Software $63,952 $66,511 $73,952 $76,719 $79,546 $360,680 62306 Maintenance Total $78,952 $81,511 $156,416 $91,719 $94,546 $503,144 Jack Ciulla Chief Technology and Innovations Officer Information Technology Department Steven V. Pham Executive Director Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director Finance and Management Services Agency Exhibits: 1. High Line Corporation Ninth Amendment to Program License and Service Agreement A-1998-099 2. High Line Corporation Program License and Service Agreement, A-1998-099 3. High Line Corporation Annual Service Agreement, A-1998-099A 25E-2 Exhibit 1 • HIGHLINE a NEOGOV company NINTH AMENDMENT TO PROGRAM LICENSE AND SERVICE AGREEMENT By and between: HIGH LINE SOFTWARE CORPORATION. and City of Santa Ana, California 20 Civic Center Plaza, #M12 Santa Ana, CA, 92702 THIS NINTH AMENDMENT (the "Amendment") is entered into this 18th day of February, 2020 by and between the City of Santa Ana, California (the "Customer"), and High Line Software Corporation (hereinafter referred to as "High Line"). The Customer and High Line may each be referred to individually as a "Party," or collectively referred to as the "Parties," in this Amendment. This Amendment and the Online Services Agreement shall collectively referred to as the "Agreement'. RECITALS WHEREAS, the Customer and High Line entered into a Program License and Service Agreement dated June22, 1998 (the "Master Agreement') amended April 3, 2000; May 3, 2001; January 19, 2006; May 17,2010, January 2, 2013, April I, 2016, and March 8, 2017: and WHEREAS, the Parties now desire to enter into this Amendment to modify and add additional services to the Master Agreement; and NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: Customer desires to renew the products and services detailed more fully in the summary of Fees listed below for the two year period of April I, 2020 to March 31, 2022, with three optional one-year renewals exercisable by Customer with High Line's approval. Once placed, the annual maintenance charges shall be non -cancelable and the sums paid nonrefundable. Year 1 Maintenance — Subsequent years increased according to master court act (CPI) Item Description Amount Application Maintenance High Line Annual Support - Tier 4 Application Maintenance Foundation $6,708.00 Application Maintenance Payroll $9,463.00 Application Maintenance Salary Administration $2,678.00 Application Maintenance Benefits $3,150.00 Application Maintenance Attendance $3,150.00 Application Maintenance Workflow $2,941.00 Application Maintenance Em to ee/Manager Self Service $2,467.00 A lication Maintenance Performance & Talent Management $1,237.00 Application Maintenance Check Maintenance $1,095,00 Windward Mtce Windward Std. Volume Server Engine Unlimited Reports/day ^ 4 cores $2,258.00 Symmetry Mtce Symmetry Tax Engine $6,074.00 Lo i Mtce Lo i BI Dashboard $2,941.00 Oracle P2K Mtce Oracle Database Server SE 2 user edition $1,040 Oracle P2K Mtce Oracle Database Server SE 2 processor edition $8,010.00 Oracle P2K Mtce Oracle WebLogic Server SE user edition 1 $940.00 Oracle P2K Mtce Oracle WebLo is Server SE processor $4,668.00 Oracle P2K Mtce Internet App Server SE One user edition $730.00 Oracle P2K Mtce Internet A p Server SE One processor $2,65290 Oracle P2K Mtce Business Intelligence SE user $1,150.00 #24360v4 25E-3 HIGH LINE a NEOGOV company Year I Maintenance Total $63,952.00 Optional as needed Implementation / Professional Services Day, Coss Total Estimate 161 Seniccs toi Additionul Prcjects (remote services) 50 $60 000 Optional On -Site Protccsional Services 9 $15,000 TOTAL PROFESSIONAL SERVICES ESTIMATE 1 $75,000 Professional Services Rates Resource Remote Omsite _PYI $ISIIU $1bU0 Sr. Constdtant S 1200 $ 1500 Implementation `l,cclalist $700 $SOU Tech $1200 $iSoo Optional Timekeeping bdule Item One Time License Fee Annual Maint. Fee Modtdes Timekeeping Self -Service including Time Rules JNISS) $22,704 $4.751 Optional Timekeeping Module Implementation / Services Item (Bain the Tiainer method) Days Costs Planning Scision (2-day gap analysis, 3-day remote session + re)orY) S $11.100 TMSS ;,Module Training and COnsulting Ill $12,000 TbiSS - Optional Additional Trouhleshooting Assistance 10 $I a 000 Projcct Account Management Assistance (remote- 0 5-day sessions) 4 S6 000 Technical Assistance , $3,600 Total: 35 $44,700 OneTime Recurring TOTALCOST- Timekeeping Implementation $67,464 $4,781 2. Optional Timekeeping. At the time of execution of this Amendment, Customer has not elected to purchase the Timekeeping Module and related Services. Pricing for Timekeeping designated herein shall serve as a firm otter and is valid for twenty- four (24) months up to and including January 17, 2021 3. The total compensation allowed pursuant to this Agreement shall not exceed $503,144.00 during the term of this Agreement including any optional renewals. 4. Billing. Net 30 from Customer receipt of High Line invoice. 5. The Recitals are incorporated herein. #24360v4 25E-4 jL HIGH Laid a NEOGOV company 6. Effectiveness & Modification. The Effective Date. This Order is made and entered into as of the date of Customer and High Line signature on this Amendment (the "Effective Date'). Neither Customer nor High Line will be bound by this Amendment until it has been signed by its authorized representative. This Amendment may not be modified or amended except through a written instrument signed by the parties. 7. Where the terms and conditions of the Master Agreement conflict with this Amendment, this Amendment shall prevail. All other teems and conditions of the Master Agreement shall remain in full force and effect. Witness whereof the parties have executed this Ninth Amendment as of the effective date stated herein. HIGH LINE SOFTWARE CORPORATION SIGNATURE: NAME: ,JOhfl "1s TITLE: Controller DATE:2/6/2020 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv: A.V\P�rLAL LAURA A. ROSSINI Senior Assistant City Attorney CITY OF SANTA ANA, CA SIGNATURE: NAME: KRISTINE RIDGE TITLE: CITY MANAGER DATE: ATTEST: DAISY GOMEZ Clerk of the Council RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology and Information Officer N24360v4 25E-5 Exhibit --.'• .,_}• THIS AGREEMEN19de this 22"" day of June, 1998 PROGRAM LICENSE & SERVICE AGREEMENT # 980603 BETWEEN: HIGH LINE CORPORATION 8920 Woodbine Avenue, Suite 402 Markham, Ontario, Canada L3R 9W9 (hereinafter referred to as LICENSOR) and CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92702 USA (hereinafter referred to as LICENSEE) INSURANCE NOT REQLIREDJWAIVEU WORK MAY PRCCE0 CLERK OF COUNCIL DATE: f1.>/ f d YMS LICENSOR hereby grants and LICENSEE hereby accepts on the following terms and conditions, a non-exclusive license to Use each Licensed Program on Designated Equipment, each as hereinafter defined. TERMS AND CONDITIONS LICENSEE agrees to pay LICENSOR a sum of NINETY THREE THOUSAND US DOLLARS ($93,000.00 US) for a non-exclusive and non -transferable perpetual license for the Use of the Licensed Programs. LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement. LICENSEE agrees to pay all reasonable out of pocket expenses for travel, accommodation, long distance phone charges and courier services related to installation. LICENSEE agrees to reimburse expenses for LICENSOR resources who do not reside in the Orange County or Los Angeles County area. This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement. 1. DEFINITIONS: The following terms are defined for the purposes of this Agreement: a) "Licensed Program" shall be the object code version of each program listed in Part I of any schedule incorporated in this Agreement including basic and related materials pertinent to said program, and any update to said program hereinafter furnished to LICENSEE by LICENSOR. b) "Designated Equipment" shall be any Central Processing Unit enumerated in Part II of any schedule incorporated in this Agreement. LICENSEE shall inform LICENSOR prior to moving the Licensed Program to any other replacement computer system save and except for the circumstances noted in Part II of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different computer model. c) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and related materials pertinent to any Licensed Program. d) "Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed Programs and which does not include any Licensed Program material in any identifiable form. e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs. 2 5 E —6 AGREEMENT #980603 Page 1 of 10 2. TERM • a This License is effective from the date of execution of this Agreement by both parties. The License granted herein with regard to each Licensed Program shall remain in force until LICENSEE permanently discontinues the use of that Licensed Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written notice to LICENSEE, by reason of LICENSEE'S failure to comply with any of the terms and conditions of this Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the LICENSEE will be granted ten (10) days after written notification from LICENSOR to comply with the terms of the Agreement prior to termination. 3. LICENSE The License granted under this Agreement authorizes LICENSEE on a personal, non -transferable and non-exclusive basis, to Use any Licensed Program only on the Designated Equipment identified in Part II to this Agreement without right to sub -license or rent. The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR. All applicable rights in patents, copyrights, trade -marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de -compile, translate, reverse engineer or create derivative works from the Licensed Programs. 4. LICENSE TO REPRODUCE LICENSEE may reproduce and install the Licensed Programs on a development and test system for the purposes of testing (new versions & patches), training and serving as a backup system to the Designated Equipment. Additionally, the LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75% of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re -licensed or sub -licensed to any third party or used on any equipment not owned or leased by LICENSEE for its own use. LICENSEE may reproduce for its own use Licensed Program documentation provided by LICENSOR including reference manuals, training materials and installation instructions. 5. COPIES Except for the License to Reproduce referred to in paragraph 4, LICENSEE is not entitled to make copies of the Licensed Programs in whole or in part in printed or machine-readable form. However, the LICENSEE has the right to create and store copies of Licensed programs for the sole purpose of operational backup, disaster preparedness, recovery, and other emergency related needs. The original and any copies of Licensed Programs, in whole or in part, which are made by LICENSEE shall be the property of LICENSOR. LICENSEE agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. 6. ESCROW The LICENSEE by signing this Agreement becomes a beneficiary for the source code for those Licensed Programs outlined in PART L LICENSOR agrees to notify Lincoln -Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. 7. PROTECTION OF LICENSED PROGRAM LICENSEE agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than LICENSEE'S or LICENSOR'S employees or contractors without prior consent from LICENSOR, except during the period any such person is on LICENSEE'S premises with LICENSEE'S permission for purposes specifically related to LICENSEE'S Use of the Licensed Program. LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to Licensed Programs to satisfy its obligations under this Agreement with respect to 2 5 E —7 AGREEMENT #980603 Page 2 of 10 use, copying, modification, anorotection and security of Licensed ProgramOICENSEE is prohibited from processing a third party's data or from offering the LICENSED PROGRAM in a service bureau or timesharing environment unless such use is authorized in writing by LICENSOR. 8. TERMINATION Within thirty (30) days after LICENSEE has permanently discontinued the use of any Licensed Program or the LICENSOR has terminated any License by reason of LICENSEE'S failure to comply with any of the terms of the Agreement, LICENSEE will certify, in writing, to LICENSOR, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the discontinued or terminated Licensed Programs have been destroyed or, at LICENSOR's option, returned to LICENSOR. 9. PATENT AND COPYRIGHT INDEMNIFICATION LICENSOR at its own expense shall defend any action brought against LICENSEE to the extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a patent or copyright, provided LICENSEE notified LICENSOR promptly in writing of the action (and all prior claims relating to such action) after LICENSEE becomes aware of same, and LICENSOR has sole control of the defense and all negotiations for its settlement or compromise. In the event any Licensed Programs become, or in LICENSOR'S opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE'S right to continue using the Licensed Programs, replace or modify them to make them non -infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed Program upon three month's written notice. If, however, the Licensed Program is the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after the LICENSOR'S notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and agrees to undertake at LICENSEE'S expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages and legal fees attributable to such continued use after such notice is given to LICENSOR: it being understood that LICENSOR may participate at its expense in the defense of any such action if such claim is against LICENSOR. LICENSOR shall have no liability for any claim of copyright or patent infringement based on 1: Use of other than a current unaltered release of the Licensed Program available from LICENSOR if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from LICENSOR or; 2: Use or combination of the Licensed Program with modifications, improvements or other programs not supplied by LICENSOR or; 3: Intentional tortious act or negligence of LICENSEE or; 4: Use by LICENSEE of the Licensed Programs in an application or environment for which the Licensed Programs was not designed or contemplated. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF. 10. WARRANTY Each Licensed Program will conform to LICENSER'S current published Program Specifications when it is shipped to LICENSEE. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS PERFORMANCE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR'S liability hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action, 2 5 E —Q AGREEMENT #980603 Page 3 of 10 shall not exceed the charges pain LICENSEE for the particular Licensed Prog* or related materials involved. LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein. No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non-payment may be brought within one year after the date of last payment. 11. EXTENDED APPLICATION The provisions of this Agreement shall govern the terms of any present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed Program or optional materials from LICENSOR shall be deemed conclusive evidence of LICENSEE'S Agreement that the license for such Licensed Program or optional materials is governed by this Agreement. 12. SEVERABILITY If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent, deemed omitted. 13. GOVERNING LAW This Agreement shall be governed by the laws of the State of California, USA. 14. INJUNCTION AND EQUITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that the LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. 2 5 E —9 AGREEMENT #9R0603 Page 4 of 10 SCHEDULE TO AGRAM LICENSE & SERVICE AAEMENT # 980603 PART I - PROGRAMS COVERED BY THIS AGREEMENT The NT version of the following PERSONALITY 2000 modules to process up to 9,999 active Employee Records, Employee Records being defined as the highest number of employees administered by the system in any month during a twelve month service period on the Designated Equipment. LICENSEE has the right to up -grade the Designated Equipment as described in Part II of this Schedule without an increase in license fees covered by the Agreement to which this Schedule is attached. The increase in license fees is governed by the number of Employee Records processed as covered in Part I of this Schedule. The programs covered by this Schedule include: FOUNDATION/RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS As additional Programs are purchased, an Addendum to this Schedule shall be issued. PART II - DESIGNATED EQUIPMENT (To be identified once known) MODEL NUMBER SERIAL NUMBER LOCATION In the event that the above mentioned Designated Equipment is inoperable, LICENSEE may use alternate equipment for their day to day processing until such equipment again becomes operable. LICENSEE has the right to upgrade and/or change Designated Equipment without prior permission of the LICENSOR; but is required to provide LICENSOR notification within 30 days of upgrade and/or change in Designated Equipment. LICENSOR may install the Licensed Programs on a second computer system designated as a Development and Test system for the purposes of testing, training, and to serve as a backup system to the Designated Equipment. PART III — COST & PAYMENT SCHEDULE: LICENSE FEES Billing is according to Generally Accepted Accounting Principles. Fees for licenses, products, and services specified throughout this agreement are billable per the schedules specified, or if not specified, upon delivery. Payment terms are Net 30 days from receipt of invoice. LICENSEE will make a good faith effort to begin processing invoices for payment immediately upon receipt. Personality2000 Application Software Modules Foundation/Record Keeping $ 24,000.00 Due Upon Completion of Record Keeping Training Payroll $ 30,000.00 Due Upon Final Acceptance (As defined in Part IV, Section 6) Benefit Administration $ 12,000.00 Due Upon Completion of Benefits Training Attendance $ 6,000.00 Due Upon Completion of Attendance Training Position Control $ 6,000.00 Due Upon Completion of Financial Cost Control Training Salary Administration $ 6,000.00 Due Upon Completion of Financial Cost Control Training Financial Cost Control $ 3,000.00 Due Upon Completion of Financial Cost Control Training Labor Relations $ 6,000.00 Due Upon Completion of Payroll Advanced Training Total $ 93,000.00 The Training Schedule is specified in the Implementation Planning Report Document. Should any variations occur from the Implementation Planning Report Document, said Document will continue to govern the Payment Schedule. PART IV - ADDITIONAL TERMS AND CONDITIONS WARRANTY - The LICENSOR agrees to provide a warranty period with respect to the warranty provided in paragraph 10 of the Program License &. Service Agreement, that commences on the date of delivery of the 2 5 E —1 0 AGREEMENT #980603 Page 0 of 10 first installation tape and Oends through 30 days after Final Acceptanceollowing the warranty period, LICENSEE must sign an Annual Service Agreement for each module purchased to be entitled to ongoing support. 2. STANDARD IMPLEMENTATION TRAINING & CONSULTING SERVICES Project Planning $ 1,000 per day @ 5 days $ 5,000.00 Software Installation $ 1,000 per day @ 1 days $ 1,000.00 Technical Training $ 800 per day @ 5 days $ 4,000.00 Foundation/Record Keeping $ 800 per day @ 5 days $ 4,000.00 Payroll $ 800 per day @ 5 days $ 4,000.00 Benefit Administration $ 800 per day @ 5 days $ 4,000.00 Attendance $ 800 per day @ 5 days $ 4,000.00 Payroll Advanced $ 800 per day @ 5 days $ 4,000.00 Financial Cost Control $ 800 per day @ 3 days $ 2,400.00 Trouble -Shooting $ 800 per day @ 15 days $ 12,000.00 Total $ 44,400.00 Plus: Reasonable travel and out -of pocket expenses subject to LICENSEE approval Supplemental Consulting Services: LICENSOR agrees to provide personnel to the LICENSEE as required and agreed upon for Consulting and Training of the Programs covered in Part I of this Schedule at the following rates: Sr. Consultant Level A $1,000 per Day Sr. Consultant Level B $ 900 per Day Consultant Level C $ 800 per Day Consultant Level D $ 600 per Day The quantity of supplemental consulting services shall be determined and scheduled as agreed upon by both parties during implementation. Supplemental Consulting and Training Services are Due Upon Completion of Required Services. 3. DATABASE & TOOLS SOFTWARE — Third Party Software - Optional CLIENT/SERVER JCS Job Scheduling Software: 5-User License $ 6,000.00 Developer 2000/Reports 2.5: 1-User License $ 3,500.00 ORACLE Database Run -Time License Oracle Workgroup Server 30 Concurrent Users @ $ 236 per concurrent user $ 7,080.00 ORACLE SQL*Plus — 3 copies @ $396 per copy $ 1,188.00 ORACLE Developer 2000 — 2 Users @ $ 4,796 per user $ 9,592.00 Total $27,360.00 4. SOFTWARE CUSTOMIZATION Software Customization is based on a Programming Rate of $800 per Day unless otherwise indicated. Actuals Due Upon Customization Acceptance (As defined in Part IV, Section 6) Custom Time Entry Screen — up to 10 days Check What If Calculation Screen Custom Mass Salary Change Enhancement — up to 20 Days Custom Labor Distribution Entry Screen — up to 20 Days Custom Other Salary Matrix -Related Enhancements — TBD Maximum $ 8,000.00 N/C Maximum $ 16,000.00 Maximum $ 16,000.00 TBD 25E-11 AGREEMENT #980603 Page 7 of 10 5. 6. Custom Salary Projectitshancement N/C. Custom Interfaces & Reports - @ $600/day development rate TBD Custom — Other programming not yet identified TBD OPTIONAL APPLICATION SOFTWARE MODULES LICENSEE shall have the option to purchase all or part of the following products and services from LICENSOR within 36 months from the date of execution of this agreement at the costs specified below. LICENSEE shall exercise such option by means of issuing a Purchase Order to the LICENSOR. Recruitment $ 6,000.00 Due Upon Completion of Recruitment Training Career Planning $ 6,000.00 Due Upon Completion of Career Planning Training Safety & Health $ 6,000.00 Due Upon Completion of Career Planning Training Work Scheduling $ 20,000.00 Due Upon Completion of Work Scheduling Training Time Entry $ 12,000.00 Due Upon Completion of Time Entry Training OPTIONAL IMPLEMENTATION CONSULTING & TRAINING SERVICES Recruitment Training 3 days @ $800 per day $ 2,400.00 Career Planning Training 3 days @ $800 per day $ 2,400.00 Safety & Health Training 3 days @ $800 per day $ 2,400.00 Labor Relations Training 3 days @ $800 per day $ 2,400.00 Work Scheduling Training 5 days @ $800 per day $ 4,000.00 Time Entry Training 5 days @ $800 per day $ 4,000.00 Trouble -Shooting 10 days @ $800 per day $ 8,000.00 Plus Travel & Out of Pocket expenses Optional Supplemental Consulting Services: LICENSOR agrees to provide personnel to the LICENSEE as required and agreed upon for Consulting and Training of the Programs covered in Part IV # 5 of this Schedule at the following rates: Sr. Consultant Level A $1,000 per Day Sr. Consultant Level B $ 900 per Day Consultant Level C $ 800 per Day Consultant Level D $ 600 per Day The quantity of optional supplemental consulting services shall be determined and scheduled as agreed upon by both parties during implementation. Supplemental Consulting and Training Services are Due Upon Completion of Required Services. Optional Software Customization: Custom Interfaces & Reports - @ $600/day development rate Custom — Other programming - @ $800/day development rate DELIVERABLES Application Software: LICENSOR shall provide to LICENSEE the Application Software products as identified in Part III— Cost & Payment schedule including installation media. Application Software shall Be thoroughly tested by LICENSOR, and shall be considered stable and without integrity problems when it is delivered. Database & Tools Software: LICENSOR shall provide to LICENSEE the database and Tools Software Products identified in PART IV # 3 . This includes installation media. Standard Implementation Services: LICENSOR shall provide to LICENSEE the Standard Implementation Services as identified in Part IV #2 per LICENSOR'S recommended implementation methodology. This includes installation of database and application software, training, and trouble -shooting support. 2 5 E— 1 2 AGREEMENT #980603 Page 8 of 10 Supplemental Consultant Services: LICENSOR shall provide to LICENSEE Supplemental Consultant Services as requested by LICENSEE and identified in Part IV #2 for assistance in implementing the Payroll and Personnel System and related business processes. These services include performing business process research and analysis, making recommendations, writing project documentation and specifications, setting up and configuring the system and testing. Sr. Consultant Level A should possess expert knowledge in the High Line Personality product and be highly experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Sr. Consultant Level B should possess intermediate to high knowledge in the High Line Personality product and be very experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Consultant Level C should possess intermediate to high knowledge in the High Line Personality product and be very experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Consultant Level D should possess intermediate to high knowledge in the High Line Personality product and have experience in systems analysis. Software Customization: LICENSOR shall provide to LICENSEE Software Customizations to the Licensed Programs identified in Part IV #4. LICENSEE will provide to LICENSOR a Requirements Specification for each Software Customization. Software Customization shall be thoroughly tested by LICENSOR, and shall be considered stable and without integrity problems when delivered. LICENSOR shall include coverage for the Software Customizations in the Annual Service Agreement and shall include the Software Customizations in future releases of Licensed Programs. A. Custom Time Entry Screen: Basic tailoring of the standard screen to facilitate mass entry. B. Check What if Calculation Screen: To provide employee masterfile information to the calculation. In addition to the pay component values. C. Custom Mass Salary Change Enhancement: To provide custom enhancement to the mass salary change program that facilitates the ability to update new salary changes to the salary table, job/position, and employee masterfile based on the City's Salary Matrix range increase method. D. Custom Labor Distribution Entry: To provide an additional labor distribution entry screen if not included in the Custom Time Entry screen above. E. Custom Other Salary Matrix -Related Enhancements: Move Ups - allow the temporary move up of employees to be based on rules tied to the City's Salary Matrix; potentially Retro Pay — allow retro pay to be based on rules tied to the City's Salary Matrix; potentially other functionality not yet identified that is based on rules tied to the City's Salary Matrix. F. Salary Projection Enhancement To provide Salary Projection functionality that accommodates the LICENSEE's method for performing salary projections. G. Custom Interfaces and Reports: To provide custom interfaces and reports as requested by LICENSEE and agreed by LICENSOR. H. Custom Other Programming: To provide custom other programming not yet identified as requested by LICENSEE and agreed by LICENSOR. Documentation: LICENSOR shall provide the following documentation in appropriate medium (hard copy, electronic or both). A. Standard product documentation that comes from the manufacturer of the Database and Tools products identified in Part IV #3. B. Reference manuals for the Application Software products as identified in Part III — Cost and Payment schedule — Licensee fees. The user manuals shall be for the version of the Application software products at the time of Final Acceptance. The content and form of the user manuals shall be of reasonably good quality that one would reasonably expect from a professional software application vendor. C. Installation Instructions, if not included in the user manuals, that are accurate and clear. D. Reference manuals addendums for the Software Customizations identified in Part IV #4. 2 5 E —1 3 AGREEMENT #980603 Page 9 of 10 E. Training materials Ae Standard Implementation Services training ilrJfftified in Part IV #2. F. Implementation Planning Report from the Project Planning service identified in Part IV #2. G. Technical documentation including but not limited to an Entity Relationship Diagram (ERD) or physical data model and Program Specifications for the Application Software and Software Customizations identified in Part III - Cost and Payment schedule — License Fees and Part IV #4 respectively. H. Other analysis reports, specifications and documentation as required through the use of the Supplemental Consultant Services as identified in Part IV #2. Conversion Tools: LICENSOR shall provide to LICENSEE appropriate conversion tools and documentation that are required to convert data into the database used by the Application Software. Help Desk Support: LICENSOR shall provide LICENSEE Help Desk Support during implementation period to assist with problems and configuration of the Application Software and Database. 6. ACCEPTANCE Customization Acceptance: Is the event in which LICENSEE accepts and approves as being complete the Software Customizations provided by LICENSOR identified in Part IV #4. LICENSEE will provide LICENSOR a Requirements Specification for each Software Customization. After delivery of each Software Customization, LICENSEE will test the Software Customization against the Requirements Specification for each Software Customization. Upon successful completion of testing for each Software Customization, LICENSEE shall sign a Customization Acceptance Form for each indicating acceptance of the Software Customization. Final Acceptance: Is the event in which LICENSEE accepts and approves as being complete LICENSOR's payroll and human resources solution, consisting collectively of the products and services as identified in Part ID — Cost and Payment Schedule— Licensee fees. LICENSEE shall sign a Final Acceptance Form indicating Final Acceptance when all of the following conditions are met 1. LICENSOR delivers to LICENSEE deliverables identified in Part IV #6 Deliverables with quality that can be reasonably expected from a typical provider of LICENSOR's type of solutions. 2. Two (2) LICENSEE paycheck cycles have been run accurately in a production "Live" environment in which the paychecks produced from LICENSOR's solution are distributed to LICENSEE's employees as compensation. 3. LICENSOR's payroll and human resources solution behaves in a manner consistent with that represented by LICENSOR's representatives and documented in LICENSOR's documentation. Optional Module Acceptance: In the event LICENSEE exercises the option to purchase Optional Application Software identified in Part IV #5, LICENSEE will sign an Optional Module Acceptance Form for each Optional Application Software module indicating acceptance for each when LICENSEE has tested and begins to use each Optional Application Software Module in a production "Live" environment. 2 5 E — 14 AGREEMENT #980603 Page 10 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: *neoCGuye Council APPROVED AS TO FORM: or Joseph W. Fletcher City Attorney APPROVED AS TO CONTENT: David N. Ream City Manager FOR APPROVAL: R R. Col ma xecutive Director Finance & Ma agement Services Agency As per LICENSEE: CITY OF SANTA ANA a municipal corporation of the St ' 6rnia uel A. Puli o Mayor A LICENSOR: fg Line r oration Kahl Niemuller President 2 5 E —15 AGREEMENT #980603 Page 5 of 10 City of Santa Ana 20 Civic Center Plaza M12 Santa Ana, CA 92701 Attention: Bruce Furchter July 20, 2006 RE: Software Escrow Agreement No. 3771 Licensor: High Line Corporation Dated: December 10, 1993 SCHEDULE D CHANGE OF ADDRESS NOTIFICATION Pursuant to Section 13 Notices under the above cited software escrow agreement we provide as required this written notification of changes to our mailing and payment remit to address. ESCROW AGENT: LINCOLN-PARRY ASSOCIATES, INC Mailing and Delivery: Payment remit to: Lincoln -Parry Associates, Inc. Lincoln -Parry Associates, Inc. The Windmill Center Accounts Department 114-105 Schneider Road P.O.Box 122 Ottawa (Kanata), Ontario K2K 1Y3 Owen Sound, Ontario N4K 5121 Contact Numbers and Web Address: Toll North America: 1.888.771.2042 Outside North America Tel +1 (613)842.8912 Fax +1 (613)839.1362 Email: desk0softescrow.com www.softescrow.com 3771 We look forward to continuing to serve. Thank you, Lincoln -Parry Client Services Department North America 1.888.771,2042 sorte;ero,„com d-,k(@sonescmw.com 400-9800 Mt. PyraMd Court, Suite 400 Englewood, CO 60112 114-105 Schneider Road. Ottawa (Kanae) ON K2K 1Y3 Tel, +1613542,8912 Fax. +1 6138391362 25E-16 • ANNUAL SERVICE AGREEMENT • ,-y - y,r' % 1 "q PER PROGRAM LICENSE & SERVICE AGREEMENT # 980603 between HIGH LINE CORPORATION i�Ll�/ 8920 Woodbine Avenue Suite 402 Markham, Ontario, Canada h 1]—� �� i 31H0 L3R 9W9 M13 033308d AN HOM (hereinafter referred to as HIGH LINE) 03AWMI018106H ON 33NVHSN1 and CITY OF SANTA ANA 20 Civic Centcr Plaza Santa Ana, CA 92702 USA (hereinafter referred to as THE CUSTOMER) EFFECTIVE DATE FOR APPLICATION SOFTWARE MODULES: The next business day after the date of Final Acceptance as defined in the Program License & Service Agreement 4 980603 EFFECTIVE DATE FOR THIRD PARTY SOFTWARE: June 25, 1998 EXPIRATION DATE: I year following each of the respective Effective Dates 1. This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I to !bus Agreement, hereinafter called THE SYSTEM, developed and implemented by HIGH LINE. 2. This Agreement commences on the effective dates stated above and will remain in full force and effect until the expiration date stated above. Upon expiration each year, it shall be automatically renewed for twelve (12) months, unless terminated by either party by written notice given not less than thirty (30) days prior to the expiration of the initial tern hereof or an), renewal thereof. 3. The Annual Service rates and payment terms applicable at the automatic renewal date, pursuant to Paragraph 2, for the Application Software Modules will either be the same or at a rate increase not to exceed the current year's United States Consumer Price Index (CPI) percentage over THE CUSTOMER's current rate. A schedule of rates and payment terms will be forwarded by mail not less than forty-five (45) days prior to the expiration of the then current agreement. 4. THIS SERVICE AGREEMENT COVERS: The fixing of any errors or inconsiscncies in the programs in THE SYSTEM, or failures of the programs in THE SYSTEM to perform in accordance with the manuals, online documentation, or published Program Specifications provided by HIGH LINE which are notified in writing, including electronic mail medium. to HIGH LINE by THE CUSTOMER during the tern of this agreement. The fixing of errors or inconsistencies in the Programs, reports, interfaces that have been custom Developed by HIGH LINE for THE CUSTOMER and not functioning in accordance with requirements specifications, whether or not they form a part of the standard package. Changes and updates to existing programs in THE SYSTEM and related documentation as they become generally available. Such changes shall also be provided into the Escrow account. 25E-17 ANNUAL SERVICE AGREEl*T PAGE 2 • To provide program and report updates to THE CUSTOMER in a timely manner to allow the ability to record and maintain the information necessary for the production of reports required for Federal, State and Local Income Taxcs, State Disability Insurance, Unemployment Insurance, 401K, California PERS, 457, Social Security Alternative (Section 3121), and any other mandated Federal and California State Reports. Response to problems within four hours of notification by the CUSTOMER to the SUPPORT LINE. Help Desk — HIGH LINE provides direct toll -free telephone access for problem resolution, defect reporting, documentation clarification and technical guidance Monday to Friday 8:OOam to 6:OOpm (eastern time). On Canadian statutory holidays, a reduced staff provides full support from 9:OOam to S:OOpm (eastern time). During peak calling seasons (January & February), support is provided from 8:OOant to 8:OOpm (pas(ern lime). Telephone support is further enhanced by electronic services that offer around the clock reporting. Using fax, voicemail and electronic mail, customers may report issues any time of the day or night. Telephone: (800)268-3340 or (905) 940-8777 Telef<tx: (905) 940-8770 E-Mail: sp,portnlriglilin. rp,com Support and maintenance directly from Oracle Corporation for the third party Oracle products identified in Schedule 1. 1-II0H LINE will or will ensure that Oracle Corporation provides CUSTOMER Nrilh an Oracle customer support identification number granting access to Oracle customer support. CUSTOMER agrees to the standard terms and conditions of any Oracle support and maintenance agreement required by Oracle Corporation and realizes that these may be different than those of this agreement. Support from HIGH LINE on the Oracle Workgroup Server within the context of it being used as a component of THE SYSTEM. Support from HIGH LINE or JCS on the third party JCS Job Scheduler product identified in Schedule 1. 25E-18 ANNUAL SERVICE AGREE*T • PAGE 3 5. THIS SERVICE AGREEMENT DOES NOT COVER: New developments or modifications to THE SYSTEM requested by THE CUSTOMER. • Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. Any problems, errors, omissions, deficiencies or inconsistencies caused by modifications, additions or tampering with the System by other than HIGH LINE personnel. • Any problems caused by THE CUSTOMER as a result of file or table manipulation. It is THE CUSTOMER's responsibility to full), test all file or table changes prior to using them in production. • Provision of, or support for, the Vertex PAYROLLTW"` System. It is the CUSTOMER's responsibility to arrange for its use and service through Vertex Systems Inc. This contract contains the entire agreement between HIGH LINE and THE CUSTOMER with respect to the subject matter thereof as of its dale and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. This contract shall be governed by the laws of the Stale of California, USA. 25E-19 ANNUAL SERVICE AGREEI&T PAGE �7 IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. ATTEST: ice C. Guy erlc of the Council APPROVED AS TO FORM: AC Joseph W. Fletcher City Attorney APPROVED AS TO C NTENT: David N. Ream City Manager RECOMMENDED FOR APPROVAL: 04 R:'lfolopAa„F,xecutive Director Finance & ➢ anagement Seri ices Agency As per LICENSEE: CITY OF SANTA ANA corporation of the Miguel Manor s I er LICF�NSOR: ig Line toration Karl Niemuller President 25E-20 0 SCHEDULEI 0 CITY OF SANTA ANA PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT APPLICATION SOFTWARE MODULES RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS TOTAL APPLICATION MODULES — PERSONALITY2OOO THIRD PARTY SOFTWARE Support: Oracle Workgroup Dalabase Server (30 users) 5 full use (e�. $120 each And 25 Run -Time Ct $75 each SQL*Plus (3 users) Q $200 each Reports 2.5 (r/t) Oracle Developer 2000 (2 users) @ $1,200 each JCS Job Scheduler TOTAL DATABASE & TOOLS SOFTWARE MAINTENANCE TOTAL 1ST YEAR MAINTENANCE ON ALL MODULES ANNUAL SERVICE RATE $ 2,851.00 $ 4,688.00 $ 1,843.00 $ 1,843.00 $ 914.00 $ 914.00 $914.00 914.00 $ 14,881.00 $ 2,475.00 $ 600.00 $ 500.00 $ 2,400.00 $ 1,080.00 $ 7,055.00 $ 21,936.00 Third Party sofhvnre support fees are subject to change. HIGH LINE will provide THE CUSTOMER not less than sixly (60) days notice of any increase in third party sofhvnre support fees, provided HIGH LINE is notified of the same. OPTIONAL APPLICATION SOFTWARE MAINTENANCE PERSONALITY2000 MODULES: SAFETY & OCCUPATIONAL HEALTH $ 914.00 CAREER PLANNING $ 914.00 RECRUITMENT $ 914.00 WORK SCHEDULING $ 3,308.00 TIME ENTRY $2,069.00 TOTAL 18T YEAR MAINTENANCE ON OPTIONAL MODULES $ 8,119.00 25E-21 G Gallagher Lambert Group CERTIFICATE OF INSURANCE This is to certify to: City of Santa Ana 20 Civic Centre Plaza PO Box 1988 Santa Ana, CA 92702 that Policies of Insurance as herein described have been issued to the Insured named below and are in force at this date. Named Insured: High Line Corporation & High Line Inc. Address: 145 Renfrew Drive, Suite 210 Markham, ON L3R 9R6 Operations to which this certificate applies : To provide Products and Services (Implementation Training and Consulting Services on our product) Type of Policy Policy No. Effective/Expiry Limits of Liability 1. Commercial General CPCO034791 Sept. 12, 2008 CDN$2,000,000 Each Event Limit Liability Sept. 12, 2009 CDN$2,000,000 General Total Limit CDN$1,000,000 Products & Completed Work - Total Limit CDN$1,000,000 Personal Injury & Advertising Injury - Total Limit CDN$1,000,000 Non Owned Automobile Liability Cross liability / Severability of interest clause 2. Technology Errors CPC00 44791 Sept. 12, 2008 CDN$1,000,000 Each Wrongful Act & Omissions Liability Sept. 12, 2009 CDN$1,000,000 Total Limit 3. US Rremises Liability 838BMPR6633 Sept. 12, 2008 US$2,000,000 General Aggregate Sept. 12, 2009 US$1,000,000 Personal & Advertising Injury US$ 300,000 Tenants Legal Liability US$ 10,000 Medical Expenses 4. CALIFORNIA 83- Sept. 17, 2008 Workers Compensation - Statutory Workers Compensation WECNC2220 Sept. 17, 2009 Employer's Liability & Employer Liability US$1,000.000 each accident - bodily injury US$1,000,000 bodily injury by disease — each Employee US $1,000,000 bodily injury by disease —policy mit Insurers: 1. St. Paul Fire & Marine Insurance Company 2. St. Paul Fire & Marine Insurance Company 3. The Hartford Insurance Company 4. The Harford Insurance Company Note: It is hereby understood and agreed that the CITY OF SANTA ANA is added as additional insured. as their interest may appear, to the above noted Commercial General Liability policy but only with respect to the liability arising out of the operations of the Named Insured in connection with the operations of the Named Insured. Pac- 2 Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.),, t+p12U V EU AS TO FORM 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 25E-22 ,.,aura Stitt Shcedy y��sianl 1- av Attorocy Insurance afforded is subject to the terms, conditions and exclusions of the applicable policies. This Certificate is issued as a matter of information only, and confers no rights on the holder and imposes no liability on the Insurer. The Insurer will endeavour to mail to the holder of this Certificate 30 days written notice of any material change in or cancellation of these policies. Date: Ma-:!, s , a0o9 Oallagner Laml)sriL Croup Angie Fro=pio CAIB CIE Auchori_:ed Representative Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.) 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 h 1 pan- 25E-23 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: APPROVE AGREEMENT WITH TESLA, INC. FOR UTILITY WORK AND INSTALLATION OF 20 TESLA SUPERCHARGERS AT THE FIFTH AND SPURGEON PARKING STRUCTURE FOR A FIVE-YEAR TERM, WITH TWO FIVE-YEAR EXTENSIONS; APPROVE EASEMENT WITH SOUTHERN CALIFORNIA EDISON COMPANY CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For rK•�►nutri�.ic. /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Tesla, Inc. for the installation and maintenance of twenty Tesla Superchargers at the City -owned Fifth and Spurgeon parking structure, for a five-year term with two five-year extensions, subject to non -substantive changes approved by the City Manager and City Attorney. Approve a Grant of Easement with Southern California Edison Company for utility work and equipment at the Fifth and Spurgeon parking structure and authorize the City Manager to execute any and all documents necessary to effectuate the Grant of Easement. DISCUSSION In January 2019, staff began discussions with Tesla representatives on the possibility of a second Tesla Supercharger Station in Santa Ana. In an effort to expand Electric Vehicle (EV) stations, further Santa Ana's efforts as a Green City, provide an amenity to residents and visitors, and increase patronage to downtown businesses, the City -owned Fifth and Spurgeon parking structure was identified as a feasible location for a Tesla Supercharger Station. This would be the first public -private partnership with Tesla in Orange County. With City Council approval of the agreement (Exhibit 1) and execution of the easement by the city manager, the Tesla Supercharger Station will be equipped with 20 fast chargers for Tesla vehicles and located on the third floor of the Fifth and Spurgeon parking structure. Tesla will cover all costs associated with the utility work, installation, and ongoing maintenance and electricity costs for the Tesla chargers. Additionally, staff negotiated with Tesla to include in their scope of work the costs associated with establishing electric service for a separate Edison meter for the City, capable of supporting a City -owned or operated EV station with fast chargers, equipped to charge all types of electric vehicles. 25F-1 Tesla, Inc. Supercharger Agreement February 18, 2020 Page 2 In 2018, the City Council approved EV stations for six locations, funded through a grant from the Southern California Air Quality Metropolitan District (AQMD). Of these locations, only one is in downtown Santa Ana, located at the Third and Bush surface lot, and is equipped with two EV parking stalls. The closest Supercharging Station, located at MainPlace Mall, is equipped with 16 fast charging stalls and averages approximately 270 visits per day. Installation of the Supercharger Station will bring hundreds of additional visitors to downtown Santa Ana on a weekly basis, increase patronage to downtown businesses, and increase sales tax revenue to the City. The Fifth and Spurgeon parking structure has a combined total of 700 parking stalls and on average is 25% occupied. Full capacity is only reached during special events, approximately ten times per year. The garage is adjacent to Plaza Calle Cuatro, 4th Street Market, and in close proximity to the Spurgeon Paseo. Tesla estimates that the installation cost for this site is over $700,000 and monthly maintenance and electricity is over $20,000. Tesla states that supercharging is not intended as a profit - generator, but an amenity to Tesla customers. Their current fee is $0.28-$0.32/kWh. For comparison purposes, in 2018, City Council established a fee of $0.25/kWh for the first 4 hours, and $2.00 per hour after the initial 4 hours for City -operated EV chargers. These fees are intended to cover the operating costs and ongoing maintenance and electricity costs. To ensure compliance with California Government Code Section 53083 regarding Economic Subsidy Reports, an analysis of the loss of revenue to the City was conducted. The lost revenue for the elimination of seven parking spaces is estimated at $23,760 for a 15-year period, which does not meet the minimum $100,000 threshold. Therefore, an Economic Subsidy Report is not required. The lost revenue is calculated based on the elimination of seven parking spaces at the Fifth and Spurgeon parking structure, due to utility equipment and accessible parking spaces. This calculation of lost revenue is for compliance with State code. However, the project is expected to make a positive economic impact through infrastructure improvements, additional patronage to downtown, and by positioning the City with an innovative advantage. CEQA In accordance with the California Environmental Quality Act, the recommended action is exempt from CEQA pursuant to State CEQA Guidelines Section 15301 (Class 1 - Existing Facilities). Class 1 exempts from environmental review for "the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use." The proposed project consists of a minor alteration of an existing parking facility to add electric vehicle charging capabilities. The proposed project would not increase the number of parking spaces and, therefore, would result in negligible, if any, expansion of use. There are no features that distinguish this project from others in the exempt class and, therefore, there are no unusual circumstances. As a result, Environmental Review No. 2020-7 will be filed for this project. 25F-2 Tesla, Inc. Supercharger Agreement February 18, 2020 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 - Economic Development, Strategy #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). FISCAL IMPACT There is no fiscal impact associated with this action. Tesla, Inc. will cover the cost of the utility work to route electricity to the Fifth and Spurgeon parking structure, and the installation and maintenance of the Supercharger station. Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Nabil Saba, PE Acting Executive Director Public Works Agency Exhibits: 1. Agreement 2. Site Plan 3. Location Map Minh Thai Executive Director Planning and Building Agency 25F-3 SUPERCHARGER AGREEMENT This Supercharger Agreement (this "Aereement") is effective as of the date last signed below by and between The City of Santa Ana, a charter city and municipal corporation of the State of California ) and Tesla, Inc., a Delaware corporation ("Tesla"). Tesla and City are each referred to herein as a "Party" and collectively as the "Parties." WHEREAS, Tesla, through the provision of electric vehicle charging services at the Property, will provide value to City by increasing the visibility of, and attracting Tesla customers to, the Property; and WHEREAS, City is the sole owner of the Property Garage B - 511 & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701; and WHEREAS, City acknowledges the value of having an electric vehicle charging station to serve Tesla customers at the Property; and WHEREAS, Tesla will bear the cost and expense of the installation and utility work for the Supercharger Station; and WHEREAS, Tesla agrees to coordinate the electric vehicle charging station utility work with the local utility to enable the City to install, own and operate an electric vehicle charging station at the Property. NOW THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. CONTACT INFORMATION: City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director Phone: (714)647-5360 With a copy to: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Tesla: Tesla, Inc. 3500 Deer Creek Road Palo Alto, CA 94304 Attention: Supercharger Team Phone: (650) 681-5000 With a copy to: Email: superchargerhost@tesla.com 24-hour Technical Support & Service: 877-79-TESLA(877-798-3752) 2, PREMISES: City hereby leases to Testa, and Tesla hereby leases from City, twenty (27) parking spaces, up to thirteen (13) feet of additional parking width to provide disability access and approximately 200-400 square feet of space for equipment, all as depicted on Exhibit A attached hereto (the "Premises"), in order to build a Supercharger Station (as defined in Exhibit B), subject Page 1 v.20190227 EXHIBIT 1 25F-4 to the terms of this Agreement. The Premises are located on the property commonly known as Garage B - 5th & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701 (the "Property"). 3. FOOTPRINT: A total of twenty (20) parking spaces shall be outfitted with Superchargers (as defined in Exhibit B) to serve as dedicated charging stalls ("Dedicated Stalls"). 4. CONSTRUCTION AND ALTERATIONS: A. Tesla's Work: Tesla shall, at its sole cost, perform the EVCS Utility Work (as defined in Exhibit C) make alterations to the Premises and construct the Supercharger Station (collectively, "Tesla's Work"). Tesla acknowledges that Tesla's Work shall only begin after: (a) City has approved the plans and specifications, including equipment locations (the "Approved Plans"); and (b) Tesla has obtained all permits and approvals required by applicable governing bodies. Note that the City's execution of this Agreement does not confer approval of the Approved Plans. Any alterations to the Approved Plans or Supercharger Station shall be approved in advance by City's manager and shall comply with applicable Laws (as defined in Section 33). City's approval of the plans and specifications, and of any alterations to the Approved Plans or Supercharger Station, may be by e-mail and shall not be unreasonably withheld, conditioned or delayed. Tesla shall promptly repair any damage to the Property caused by Tesla, its agents, contractors and employees while performing Tesla's Work to the reasonable satisfaction of the City. For the avoidance of doubt, any subsequent alterations to the plans for the EVCS Utility Work shall be mutually approved by the Parties. B. EVCS Utility Work: As more particularly described in Exhibit C Tesla shall, at its sole cost, coordinate the EVCS Utility Work in the portion of the Property depicted on Exhibit A ("EVCS Area") to enable City to own and operate a EVCS at the Property. Except for the EVCS Utility Work, City is solely responsible for all obligations related to the EVCS Area and/or the EVCS, including but not limited to the maintenance, replacement, and removal of all equipment within the EVCS Area and Tesla shall have no liability for any damage or loss incurred by City related to the EVCS Area and/or EVCS unless caused by Tesla's gross negligence or intentional misconduct. 5. POSSESSION DATE: The first date that Tesla may enterthe Premises and Property to begin Tesla's Work is anticipated to be on February 7, 2020 (the "Possession Date"). Upon the mutual agreement of the Parties, the Possession Date may be changed by letter acknowledging the new Possession Date. 6. COMMENCEMENT DATE: Tesla shall open the Supercharger Station to the public (the "Commencement pate°) within three hundred and sixty-five (365) days following the Possession Date, provided that such time shall be extended to the extent a delay is due to permitting, utility, or other requirements beyond Tesla's control, or is due to Force Majeure (as defined in Section 31). Tesla shall deliver written notice to City promptly following the Commencement Date to confirm such date for recordkeeping purposes. TERM: The initial term of this Agreement shall expire five (5) years from the last day of the month in which the Commencement Date occurs (the "Initial Term"). Tesla shall have two (2) options to extend the term of this Agreement for an additional five (5) years each (each a "Renewal Term" and together with the Initial Term, the "Term"), upon the same terms contained in this Page 2 v.20190227 25F-5 Agreement, provided that no Event of Default (as defined in Section 16) exists at the time of extension. Tesla shall exercise the option for each Renewal Term by giving notice to City no later than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable. 8. REMOVAL: Tesla shall, at its sole cost, remove the Trade Fixtures (as defined in Exhibit B promptly following termination of this Agreement and restore the Premises to a condition commensurate with the rest of the Property, subject to exceptions for reasonable wear and tear and damage by casualty or condemnation. City agrees that all Trade Fixtures and related intellectual property are and shall remain the personal property of Tesla. The Infrastructure (as defined in Exhibit B) shall be left in a safe condition and shall become the property of City upon termination of this Agreement (except for Infrastructure that is upstream of the meter, which is and shall remain the property of the utility). 9. UTILITIES: As more particularly described on Exhibit C: A. Tesla agrees to arrange and pay the charges for all Tesla-related utility services provided or used, including payment for electricity consumed by Tesla's meter, in or at the Premises during the Term. Tesla shall pay directly to the utility company the cost of installation of any and all such Tesla-related utility services and shall arrange to have the utility service at the Premises and EVCS Area separately metered. B. City shall be responsible for paying all utility bills related to the City s meter for the EVCS Area after installation, including payment for electricity consumed at the EVCS Area during the Term. C. The Parties acknowledge and agree that neither shall be responsible for any damages suffered by the other in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage was due to the gross negligence or intentional misconduct of the other Party. 10. USE: Tesla shall use and occupy the Premises during the Term for a Supercharger Station and incidental purposes, which may include generating photovoltaic electricity and operating an energy storage system, and for any other lawful use as may be approved by City, such approval not to be unreasonably withheld, conditioned or delayed ("Permitted Use"). Tesla is authorized to operate and collect payment for use of the Supercharger Station year round, twenty-four (24) hours per day and seven (7) days per week. Nothing herein shall prevent City from installing non- Tesla charging equipment at any location on the Property, including immediately adjacent to the Premises; provided that such equipment shall not be installed within the Premises. 11. MAINTENANCE: Tesla shall be responsible for maintaining the Supercharger Station (including repair and replacement of equipment, as necessary) at its sole cost, and City shall have no liability for damage to the Supercharger Station unless caused by City's gross negligence or intentional misconduct. Notwithstanding the foregoing, City's normal responsibility to maintain the common areas of the Property shall also applyto the Premises, such as for repaving, restriping, and garbage collection, and City agrees to coordinate such maintenance with Tesla pursuant to Section 12. Tesla may, at its sole cost, install security cameras and other equipment to monitor the Premises from off -site, which requires prior City approval. Page 3 v.20190227 25F-6 12. TEMPORARY IMPAIRMENT: Tesla agrees that City shall have the right to temporarily access and/or temporarily restrict access to a portion of the Premises to perform routine parking lot maintenance or planned power outages, provided City shall make best efforts that (a) not more than half of the charging stalls may be restricted at any given time, (b) City shall use commercially reasonable efforts to minimize any impairment of the Premises, including, without limitation, by limiting such impairment to times of day and days of the week that are not busy charging periods, and (c) except in the case of an emergency, City shall provide Tesla at leastthirty (30) days advance written notice stating the date, time, duration and scope of the planned impairment. 13. CITY COVENANTS: City represents that: (a) it is the owner of the Property and has the power and authority to enter into this Agreement on the terms hereof; (b) it has obtained any required consents to enter into this Agreement; (c) the Property is subject to no conditions, restrictions or covenants incompatible with the Permitted Use; and (d) this Agreement does not violate any agreement, lease or other commitment by which City is bound. City shall not take any action that would impair or interrupt the use of the Premises or Supercharger Station, except as permitted in Section 12. City agrees to notify Tesla within a commercially reasonable time if (x) it has knowledge of third -parties impairing or misusing the Supercharger Station, or (y) it obtains knowledge of a needed repair to the Supercharger Station. If non -Testa motorists repeatedly park in the Dedicated Stalls, thereby impairing use of the Dedicated Stalls, then the Parties shall reasonably cooperate to implement an appropriate and effective strategy for preventing such impairment, which may include, without limitation, alternative signage and painted asphalt. 14. PAYMENTS TO CITY: Other than parking fees charged to all users of the Property, City shall have no right to request or accept payment from Tesla, Tesla customers or any other third -parties in connection with use of the Supercharger Station. 15. SIGNAGE: Subject to applicable Laws (as defined in Section 33 , Tesla shall install signage for the Dedicated Stalls substantially similar to the signage represented in Exhibit B ("Sianaee"). Any material revisions or additions to the Signage shall be subject to City approval, which shall not be unreasonably withheld, conditioned or delayed. 16, DEFAULT: Each of the following shall constitute an "Event of Default" under this Agreement: A. Breach: The failure by either Party to perform or observe any material term or condition of this Agreement and such failure continues for a period of forty-five (45) days after receipt of written notice thereof from the other Party, provided, however, that if the nature of such default is such that it cannot reasonably be cured within such forty-five (45) day period and the defaulting Party commences to cure within the forty-five (45) day period and proceeds with diligence and continuity, then such Party shall have additional time to cure as is reasonably required. B. Bankruptcy; Insolvency: The appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tesla located at the Premises if possession is not restored to Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of creditors; or any action or proceeding is commenced by or against Tesla under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and, in the case of actions filed against Tesla, is not discharged within sixty (60) days. Page 4 v.20190227 25F-7 17. REMEDIES: City and Tesla acknowledge and agree that each Party shall have all remedies available at law or in equity if an Event of Default by the other Party has occurred and is continuing. In addition, if an Event of Default by Tesla has occurred and is continuing, then City, may: (a) continue this Agreement in effect by not terminating Tesla's right to possession of said Premises and thereby be entitled to enforce all City's rights and remedies under this Agreement; or (b) terminate the Agreement and regain possession of said Premises. 18. EXCLUSIONS: Notwithstanding anything herein to the contrary, each Party expressly releases the other from any claims for, speculative, indirect, consequential or punitive damages, including any lost sales or profits of the other Party. 19. ASSIGNMENT: Tesla shall not assign this Agreement voluntarily or by operation of law, or any right hereunder, nor sublet the Premises or any part thereof, without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing prohibition shall not limit Tesla's ability to transfer this Agreement to a Tesla Affiliate. "Affilia e" means an entity which: (a) controls or is controlled by a Party hereto or (b) is under common control with a Party hereto: where "control" means that more than fifty percent (>50%) of the controlled entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. 0 A. CCU: Except to the extent a claim arises from any negligence or willful misconduct of a City Indemnified Party, Tesla hereby agrees to indemnify, hold harmless and defend City, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "City Indemnified Party") from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (i) Tesla's use of the Premises; (ii) Tesla's breach of this Agreement; or (III) bodily injury or damage to real or tangible personal property caused by the use of the Trade Fixtures. B, Tesla: Except to the extent a claim arises from any negligence or willful misconduct of a Tesla Indemnified Party, City hereby agrees to indemnify, hold harmless and defend Tesla, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "Tesla Indemnified Party') from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (i) City's entry onto the Premises; or (ii) City's breach of this Agreement. 21. LIENS: Tesla shall promptly remove or bond any liens placed on the Property as a result of any claims for labor or materials furnished to Tesla at the Premises. 22. DESTRUCTION: Any total destruction of the Premises shall, at City's or Tesla's written election within thirty (30) days of such destruction, terminate this Agreement. 23. INSURANCE: Tesla shall carry commercial general liability insurance with limits of not less than Two Million Five Hundred Thousand dollars ($2,500,000) for bodily injury or death and property damage and an umbrella insurance policy of not less than Five Million dollars ($5,000,000). The Page 5 v.20190227 25F-8 total limits required above may be met by any combination of primary and excess liability insurance. A certificate evidencing such insurance shall be delivered to City upon the execution of this Agreement and from time to time thereafter as may be requested by City. Tesla shall include City as additional insured on its commercial general liability and umbrella insurance policies. Tesla will also carry worker's compensation insurance in accordance with state and federal law. 24. CONFIDENTIALITY AND PUBLICITY: A. Confidentiality: Tesla and City agree that and any non-public, confidential or proprietary information or documentation provided to one Party by the other Party in connection with this Agreement are confidential information, and the Parties agree not to disclose such confidential information to any person or entity during the Term and for a period of three (3) years thereafter. B. Permitted Disclosures: Notwithstanding the foregoing, the Parties may disclose information (i) to their respective Affiliates, subcontractors, lenders, employees, financial, legal and space planning consultants, in each case that have a "need to know' such confidential information and have committed to treat the information as confidential under terms no less protective than the terms of this Section 24provided that the Party disclosing such confidential information shall be liable for any disclosure by such authorized recipients and (ii) as required by law, including the California State Public Records Act or (iii) pursuant to public hearings; provided that if City is required to disclose the terms of this Agreement under items (ii) or (iii), then City shall promptly notify Tesla to allow Tesla to seek a protective order or other appropriate remedy, including but not limited to redacting the financial terms of this Agreement prior to any disclosure. C. Publicit :Neither Party will use the other Party's name, trademark or logo without obtaining the other Party's prior written consent. 25. ENVIRONMENTAL MATTERS: City represents and warrants that the Premises shall be delivered free of environmental contamination that violates any applicable environmental law. City agrees that it will indemnify and hold Tesla harmless from all costs from, and Tesla shall have no liability for, any environmental contamination of the Property, unless caused by Tesla, its agents, employees or contractors. During the Term, City is responsible for remediating any pre-existing contamination and any contamination not caused by Tesla, its agents, contractors or employees, but only to the extent required by applicable environmental law. 26. NOTICES: All notices, demands and approvals shall be in writing and shall be delivered by prepaid first class certified mail, or by a reputable overnight delivery service, to the addresses of the respective Party as specified in Section 1. Notice given by certified mail shall be deemed given on the second business day after deposit in the United States Mail, and any notice given by overnight delivery service shall be deemed given on the next business day after deposit with such overnight delivery service. Copies of notices, demands and approvals shall also be delivered if a "copy to" e-mail or other address is specified in Section 1. Notwithstanding the foregoing, as provided in Section 4. City may approve the plans and specifications by e-mail. Either Party may change their respective address for notices by giving written notice of such new address in accordance with the provisions of this Section 26. Page 6 v.20190227 25F-9 27. BROKERS: Each Party represents to the other Party that it has not dealt with any broker and each Party hereby agrees to indemnify and hold the other Party harmless from all losses and liabilities, including court costs and reasonable attorneys' fees, arising out of any claims for commissions or fees related to any broker, finder or similar person with whom the indemnifying Party has dealt, or purportedly has dealt, in connection with this Agreement. 28. SALE OR TRANSFER: In the event of a sale or transfer of all or a portion of City's interest in the Property or Premises while this Agreement is in effect, Tesla's rights shall be conveyed with the Property or Premises and City warrants that any transferee shall be bound by all terms and conditions of this Agreement, and shall obtain any necessary documents to confirm such assignment. 29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of City and Tesla and their respective successors and assigns. 30. SUBORDINATION: This Agreement is subject to and subordinate to all ground or superior leases and to all mortgages which may now or hereafter affect such leases or the real property of which the Premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such ground or superior leases and mortgages; provided that Tesla's rights under this Agreement shall not be disturbed by such subordination so long as no Event of Default by Tesla exists. This Section 30 shall be self -operative and no further instrument of subordination or non -disturbance shall be required by any ground or superior lessor or by any mortgagee, affecting any lease or the Property. 31. FORCE MAJEURE: If either Party's performance of its obligations underthis Agreement is delayed by Force Majeure, then such Party's time of performance will be extended by a corresponding number of days. As used in this Agreement, "Force Maieure" means an act, event, condition or requirement beyond such party's reasonable control, including, without limitation, labor disputes, governmental restrictions, natural disasters, fire, flood, inclement weather, explosion, embargoes, war, terrorism, civil disturbance or other similar events. 32. INCENTIVES: City agrees that Tesla shall own and receive the benefit of any Incentives derived from the construction, ownership, use and operation of the Supercharger Station. City will cooperate with Tesla in obtaining all Incentives, provided that City is not obligated to incur any out-of-pocket costs in doing so unless reimbursed by Tesla. If any Incentives are paid directly to City, City agrees to immediately pay such amounts over to Tesla. "Incentives' means (i) electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights, (ii) rebates or other payments based in whole or in part on the cost or size of equipment, (iii) performance -based incentives paid as periodic payments, (iv) tax credits, grants or benefits, and (v) any other attributes, commodities, revenue streams or payments, in each of (i) through (v) under any present or future law, standard or program, or paid by a utility or any governmental, regulatory or administrative authority. 33. COMPLIANCE WITH LAW: Each Party shall comply with all applicable codes, laws and ordinances ("Laws") in fulfilling its respective obligations under this Agreement, including the payment of prevailing wages, as applicable. Each Party represents that it is in good standing under the Laws of the state of its organization. Page 7 v.20190227 25F-10 34. GOVERNING LAW: This Agreement shall be governed by the Laws of the state where the Premises are located. 35. WAIVER OF JURY TRIAL: CITY AND TESLA EACH WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE RIGHT TO A TRIAL BYJURY IN ANY ACTION OR PROCEEDING BASED UPON OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. 36. INTERPRETATION: The headings and defined terms in this Agreement are for reference purposes only and may not be construed to modify the terms of this Agreement. Neither Party shall have the right to unilaterally revoke or terminate this Agreement, unless such revocation or termination is pursuant to the explicit terms of this Agreement. 37. SEVERABIUTY: If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreemeent shall not be affected, and each provision shall be valid and enforceable to the fullest extent permitted by law. 38. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together will constitute one agreement. Electronic signatures and other signed copies transmitted electronically in PDF or similar format shall be treated as originals. [Signature page follows.] Page 8 v.2a19W27 25F-11 IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute this Agreement as of the date signed below. CITY: CITY OF SANTA ANA KRISTINE RIDGE City Manager ATTEST: DAISY GOMEZ Clerk of the Council G1aa 11617A47i..2011161.1LLYiA By: SONIA RVCAkVALHO City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency Page 9 v.20190227 TESLA: TESLA, INC., a Delaware corporation NAM A141Yl1i1IA dt .,,,K,r TITLE EUA1 0.0 4YR. AVIM (.A c"6� i ir4ft l;w*Nw Dated: V4k 25F-12 IMMIM11-IlIffil EXHIBIT Premises and Property Depiction and Address Property Address: 300 E 5th Street, Santa Ana, CA 92701 Premises and Property Depiction: M 1:1 Premises 777 n rw. �C_ 9-T-6 N 25F-1 3 EXHIBIT B Supercharger Station Tesla shall install the Supercharger Station on the Premises pursuant to the terms of this Agreement and the Approved Plans. The "Supercharger Station" shall consist of: (a) necessary utility infrastructure, which may include a utility transformer, metering equipment, conduit, wiring and concrete pads (collectively, the "Infrastructure"); and (b) certain trade fixtures as determined by Tesla, which shall include twenty (20) charge posts ("Superchargers" ), power electronics equipment, switchgear and Signage, and may also include, without limitation, fence orothervisual barriers, a canopy, solar panels and an energy storage system (collectively, the "Trade Fixtures"). Signage 25F-14 EXHIBIT C Electric Vehicle Charcintt Station COLLABORATION WITH CITY OF SANTA ANA (City): It is planned to have a City owned EVCS (as defined below) located on the Property, Tesla will reasonably cooperate with City to provide support for the installation of City's EVCS. Tesla will make arrangements with Southern California Edison (SCE) to establish utility services at the Premises and EVCS Area. The costs associated with the EVCS Utility Work will be paid for by Tesla. Scope of City Owned Chargers: City will design, construct, operate and maintain an Electric Vehicle Charging Station (EVCS) within the same Property as the Supercharger Station as identified on Exhibit A. The EVCS will consist of up to four (4) Direct Current Fast Charging (DCFC) dual -corded units that support both CHAdeMO and CCS (SAE Combo) charging platforms. The DCFC equipment for the City charging station will likely be either ChargePoint or Tritium brand, 65-kW units (subject to change) [100 Amp break]. City will be responsible for the power consumption by the City's EVCS, as provided in Section 9. EVCS Utility Work: Tesla agrees to pay for costs and expenses associated with establishing the electric service to the City's EVCS meter and the Supercharger Station as described in Section 9. which shall be limited to (1) application for electric service design charges and deposit, and (2) power supply with adequate capacity to supportthe EVCS and Supercharger Station, switchgear, and meter main costs and installation (collectively, the "EVCS Utility Work"). The preliminary design indicates that the City EVCS installation would require a 400 Ampere 480Y/277Volt Meter/Main section. Tesla agrees to pay for the costs and expenses associated with wrapping or artwork on SCE utility boxes and landscaping around the utility boxes as approved by the Executive Director of the Community Development Agency. City and Tesla agree to coordinate any maintenance that will impair the use of the Supercharger Station or City's EVCS Station in accordance with this Agreement. City or Tesla shall have no liability for any damage or loss of use to the other party's facilities unless caused by gross negligence or intentional misconduct of such party. In the event that City decides to install less DCFC units, City reserves the right, at its sole costs, to install Level 2 charging stations and step down transformers to accommodate the installation. 25F-15 I0:P.Il 11110 Site Plan 300 East Fifth Street Fifth and Spurgeon Parking Structure F F EE E -wl. l �I i II w0 jY - Y --- - -- y, f ? EXHIBIT 2 25F-16 1:04:ILy111c3 Location Map 300 East Fifth Street Fifth and Spurgeon Parking Structure i J L E bTH Sr ti a z I a x x v=i E $TH 5T � W Z LL x I W ATH 5T Ll Gf, EXHIBIT 3 25F-17 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE APPROVE AGREEMENTS WITH GALLS, LLC IN THE AMOUNT OF $1,089,000 AND GOODIES, LLC IN THE AMOUNT OF $66,000 FOR POLICE UNIFORMS AND EQUIPMENT FOR THE SANTA ANA POLICE DEPARTMENT /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For ,K•�►nl►tr».ic•� FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute a three-year agreement with Galls, LLC for the purchase of police uniforms and equipment, for the period of February 18, 2020 through January 31, 2023, $363,000 annually for a total amount not to exceed $1,089,000, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a three-year agreement with Goodies, LLC for the purchase of police uniforms and equipment, for the period of February 18, 2020 through January 31, 2023, $22,000 annually for a total amount not to exceed $66,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department's Central Distribution Center (CDC) provides uniforms and equipment to approximately 400 uniformed and field personnel. Uniforms and equipment, including body armor, help identify Department personnel by assigned duties, provide protection, and provide for a professional appearance. New officers and employees are initially issued a full uniform, which consists of a duty jacket, three shirts, two pants, leather gear, and a body armor vest. Thereafter, uniforms are replaced on an annual basis (as requested) and the replacement allowance consists of three shirts and two pants. Body armor is replaced every five years. Special units, such as SWAT, Mounted Patrol, and K9 are issued different uniforms specialized for each unit, but are replaced in a similar manner. In addition, the Planning and Building Agency purchases uniform items from Galls for Agency staff members. Traditionally, police uniforms and body armor vests have been handled as separate contracts. Combining the two contracts will provide the option to select between the two vendors, will ensure contract items stock availability, low price, and immediate service for required fittings and alterations on uniforms and equipment. In order to maintain an adequate inventory and continuously meet the needs of the Police Department, the contracts awarded to the listed vendors 25G-1 Agreements for Galls, LLC and Goodies, LLC February 18, 2020 Page 2 affords the City the best coverage for providing uniforms and body armor to personnel without interruption. The Request for Proposal (RFP) No. 19-104 was advertised on November 4, 2019 and offers were solicited. A summary of the RFPs and offers received is as follows: 232 Vendors were notified 28 Vendors downloaded the proposal 0 Proposal received from a Santa Ana vendor 2 Proposals received Proposals were received and opened on November 21, 2019. Proposals were evaluated based on experience and qualifications, level of service, and reasonableness of costs. The offers provided from the recommended vendors received passing scores that meet or exceeds the evaluation criteria. The evaluation results are as follows: Vendor Location Score Galls Orange 480 Goodies Norwalk 385 Galls has been the Police Department's provider of uniforms and equipment for the past three years. Galls is located in the nearby city of Orange, which makes it convenient for Police Department employees to obtain their uniforms and equipment. The agreement with Galls will be in the amount of $363,000 (including a 10% contingency) annually, which totals $1,089,000 over the three-year agreement term. Goodies will serve as an alternate vendor. The agreement with Goodies will be in the amount of $22,000 annually (including a 10% contingency), which totals $66,000 over the three-year agreement term. The proposals from both Galls and Goodies are responsive to the Police Department's requirements and staff recommends approval of both agreements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 - Community Safety; Objective 3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy 3A (continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively). FISCAL IMPACT Funds are available in the current fiscal year budget, and will budgeted in future fiscal years as follows: 25G-2 Agreements for Galls, LLC and Goodies, LLC February 18, 2020 Page 3 PBA Permit PBA Code PBA Permits and Plan Police CDC Enforcement and Ins. Check 01114450- 01116540- Services 01116530- 63001 63001 01116520-63001 63001 TOTAL FY 19-20 $123,833 $0 $2,500 $1,000 $127,333 FY 20-21 $371,000 $6,000 $7,000 $1,000 $385,000 FY 21-22 $371,000 $6,000 $7,000 $1,000 $385,000 FY 22-23 $256,667 $0 $1,000 $0 $257,667 $1,122,500 $12,000 $17,500 $3,000 $1,155,000 David Valentin Chief of Police Santa Ana Police Department Minh Thai Executive Director Planning and Building Safety Agency Exhibits: 1. Agreement with Galls, LLC 2. Agreement with Goodies, LLC APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25G-3 Exhibit 1 AGREEMENT WITH GALLS, LLC TO PROVIDE UNIFORMS AND EQUIPMENT TO THE SANTA ANA POLICE DEPARTMENT THIS AGREEMENT is made and entered into this 18TH day of February, 2020 by and between Galls, LLC, a California Limited Liability Corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 4, 2019, the City issued a Request for Proposal #19-104 ("RFP") in which it sought proposals by qualified vendors to purchase and provide alteration services of police uniforms, accessories, and miscellaneous equipment for its civilian and sworn employees. B. On November 20, 2019, Consultant submitted a timely responsive proposal which was one of two selected vendors to provide the services described in the scope of services that was included in the RFP and attached hereto as Exhibit A. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from aprofessional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, and incidental customary work required to fulfill the services described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges set forth in Exhibit B. The total annual sum to be expended under this Agreement shall not exceed $363,000 during each year of the three-year term of this Agreement. This yearly sum includes a 10% contingency amount to fund any work directed at the sole discretion of the City. The total amount to be expended during the term of this Agreement shall not exceed $1,089.000, #26128v1 Page 1 of 8 25G-4 b. City agrees to compensate Consultant for any services provided to the City from February 1, 2020, until the effective date noted above. c. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. #26128v1 25G-5 C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in #26128v1 25G-6 this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT 01" INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. #26128vl 25G-7 10. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. #26128vl 25G-8 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements between the parties is superseded by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: #26128vl 25G-9 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax:714-245-8007 To Consultant: Galls, LLC Attn: Michael Wessner, CEO 1340 Russell Cave Road Lexington, ICY 40505 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. #26128v1 [signature page to follow] 25G-10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO C?:I or TAARkA BOGOSIAN Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police #26128v1 CITY OF SANTA ANA Kristine Ridge City Manager GALLS, LLC: Mic el Wessner CE 25G-11 CITY OF SANTA ANA EXHIBIT A: SCOPE OF SERVICES A. BACKGROUND Uniforms, equipment and alterations services are required by the City of Santa Ana Police Department for approximately 400 employees working in the Patrol, Traffic, Investigations, SWAT, Reserves, Communications, Community Services, CSI, Animal Services, Jail, and Administration Divisions. B. SPECIFICATIONS Uniforms and Equipment Description of Goods to be Purchased — See Attachment B for a detailed listing of uniforms and equipment to be provided. Uniform and equipment orders shall be completed within a two (2) week turnaround time. 2. Location and Hours Vendors must provide a full retail location no further than 30 miles from the City of Santa Ana Police Department. Vendors that maintain a retail location within 15 miles of the Santa Ana Police Department will be given additional consideration. Please provide list of locations. The store must be open a minimum of 6 days a week from at least 8:00 a.m. — 5:00 p.m., Monday - Friday, and 8:00 a.m. — 12:00 p.m. on Saturday. Wait times during personnel store visits shall be reasonable as deemed by the City. 3. Samples Upon request, vendor shall supply within 7 days, samples of all uniform items for inspection and approval prior to contract award. During the term of the contract, if any items listed in Attachment B are discontinued, the vendor is responsible for notifying the CDC Supervisor and providing samples of a comparable substitute for inspection and approval. No substitutions will be authorized without prior approval from the CDC Supervisor. No costs will be incurred due to substitutions being issued without prior approval. 4. Services Successful vendor(s) must agree to provide the following services: Initial tailoring to include any necessary alterations to provide a professional fit. Tailoring shall be completed within five (5) working days of fitting for all standard alterations and (15) working days for non-standard alterations. All alterations will be stitched and bound to match the manufacturer's quality and color of thread. Vendors are required to submit pricing for the alterations described. Proposers shall specify whether charges are included in the original item price or are separate charges. Any pricing not provided shall be assumed to be included in the purchase price. Alterations must be completed at the retail site. All uniform articles are to be processed in such a manner to render the finished product professional in appearance. This shall be completed on first visit and shall not require numerous alteration repairs. Send representative(s) to Santa Ana Police Department in cases where five or more employees are in need of being fitted for body armor. RFP No. 19-104 Police Department Uniforms and Equipment Page 16 25G-12 CITY OF SANTA ANA Vendor must assign an account representative or point of contact for the Santa Ana Police Department. The account representative shall be assigned to manage the City's contract for specified services and be the main contact for Police Department personnel. Account representative shall ensure proper tracking of orders, invoices, and any other activities related to the awarded contract are handled in a timely manner and in accordance with the specifications of this RFP. 5. Pricing Pricing shall remain firm for the entire Agreement. Thereafter, any proposed pricing adjustment for follow- on renewal periods shall be submitted to the City purchasing contact in writing at least ninety (90) days prior to the new Agreement term. City reserves the right to negotiate any pricing adjustments. 6. Material Release A "material release" form will be used by City employees to purchase against this agreement. The number shown on the material release MUST appear on your invoice. 7. No Partial Orders Vendor shall not invoice until the entire material release order has been fulfilled. 8. Report/ Invoicing Invoices for completed orders must contain the following information: • Date of Invoice; • Item # per contract; • Description; • Price; • Quantity; • Material Release Number; and • Employee name. Payment will be made in approximately 30 days from the complete delivery and acceptance of each order, unless alternate terms are proposed and accepted by the City. Contractor must provide a monthly printed transaction status report listing completed, partial, and/or pending orders with employee name, associated material release number, item quantities, dollar totals, and completed delivery and/or expected due date. The report shall be sent to Santa Ana Police Department CDC Supervisor in order for payment to be processed for completed orders. 9. No Guarantee of Usage Any quantities listed in this RFP are estimated or projected and are provided for tabulation and reference purposes only. No guarantee of quantities is given or implied by the City. Supplier must furnish the City's needs as they arise. No minimum order proposals will be accepted. 10. Use of Other Governmental Contracts The City reserves the right to reject any part or all of any proposals received and utilize other available governmental contracts. 11. Substitution If Supplier elects to propose an alternate manufacturer's item that is of the same or better quality, samples of the items to be substituted are to be submitted with the Proposal by the RFP deadline. RFP No. 19-104 Police Department Uniforms and Equipment Page 17 25G-13 CITY OF SANTA ANA Samples must be readily identified with the manufacturer's name, model number or order number, along with the supplier's name, phone number, and contact name. All substitutions must be proposed as options and clearly identified as a substitution. The City reserves the right to accept or reject any proposed substitution items. 12. Guarantee of Continuity and Availability of Products Unless the manufacturer discontinues the goods/commodities, all goods/commodities specified by the Supplier in their RFP shall be available to the City during the life of the contract and extensions. All material, color, labor, and construction shall equal or exceed the standards set forth in these specifications as accepted by the City. 13. Miscellaneous/Additional Items and Upgrades The City has provided a list of frequently purchased items for comparison purposes. However, the City may require additional items of similar nature not specifically listed in the contract or wish to purchase an item upgraded from that proposed by the Supplier throughout the term of the contract. In such event, the Supplier shall provide the City with a price for the new or upgraded item based upon a procedure or formula, which is the same, or very similar to that used in establishing the prices as contained in the Supplier's proposal. If the price offered is not acceptable to the City, and the matter cannot be resolved to the satisfaction of the City, the City shall procure the new or upgraded items from other Suppliers or shall cancel the contract upon giving thirty (30) calendar days' written notice to the Supplier. Please specify percentage discount the City will receive and/or markup charged for items not separately listed in this RFP in Cost Proposal. RFP No. 19-104 Police Department Uniforms and Equipment Page 18 25G-14 CADET ROCKERS (2 N X'/< ") CPL. FTO CHEVRON MOTOR WHEEL W/ARROW SAPD INSIGNIA DIRECTORY CPL. CHEVRONS (in OD Green also) CPL. CHEVRON W/STAR EXPLORER ROCKERS (4 /� X 3K ") FTO CHEVRONS MOTOR WHEEL W/WINGS SGT. CHEVRONS (in OD Green also) RFP No. 19-104 Police Department Uniforms and Equipment Page 19 25G-15 SGT. CHEVRONS CITY OF SANTA ANA W/ROCKER SGT. CHEVRON VOLUNTEER ROCKERS (2'/a X 1 '/a ") W/ROCKER & STAR STANDARD SHOULDER PATCH STANDARD CLOTH BADGE STANDARD CLOTH NAMETAG (BLACK W/SILVERLETTE'RING) SWAT SHOULDER PATCH SWAT CLOTH BADGE SWAT CLOTH NAMETAG (OD GREEN W/BLACK LETTERING) RFP No. 19-104 Police Department Uniforms and Equipment Page 20 25G-16 STANDARD NAMEPLATE NAMEPLATE HONOR GUARD NAMEPLA CITY OF SANTA ANA NAMEPLATES 2 %2 X 5/8 BRUSHED SILVER 2 %2 X SILVER 2 '/4 X '/2 CHROME/POLISI71ED FINISH SWAT NAMEPLATE, 2 %2 X 5/8 BRUSHED SILVER (ALIGNED TO THE LEFT W/BLACK LETTERS --SWAT PIN NOT INCLUDED RFP No. 19-104 Police Department Uniforms and Equipment Page 21 25G-17 CHIEF SERGEANT CITY OF SANTA ANA DRESS CAPS/COVERS DEPUTY CHIEF OFFICER RFP No. 19-104 Police Department Uniforms and Equipment Page 22 25G-18 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT 1 Long sleeve shirt, 100% wool, Navy Elbeco, Flying Cross 2 Long sleeve shirt, twill PDU, Class B, 5.11/#72345, #62065, Midnight navy (750) 3 Long sleeve shirt, TacLite Pro, black (019) 5.11/#72175 4 Long sleeve shirt, TDU, black (019) 5.11/#72002 5 Short sleeve shirt, 100%wool, navy Elbeco, Flying Cross 6 Short sleeve shirt, twill PDU, Class B, 5.11/#71177,#61159, Midnight navy (750) 7 Short sleeve shirt, TacLite Pro, black (019) 5.11/#71175 8 Short sleeve shirt, Twill TDU, black (019) 5.11/#71339 9 Shirt, Blauer Armorskin Base 8371 11 12 13 14 15 Elbeco, Flying Cross Trousers, twill PDU, Class B (750) 5.11/#74326, #64306 Trousers, TacLite Pro, black (019) 5.11/#74273 Trousers, Twill TDU, black (019) 5.11/#74004 Trousers, Tactical, black (019), khaki (055) 5.11/#74251,#64358 Breeches, 100% wool, navy, white or NO SUBSTITUTION ALLOWED 200 $68.65 50 $47.75 100 $48.90 So $45.00 NO SUBSTITUTION ALLOWED 400 $60.65 100 $47.75 100 $45.35 100 $48.35 80 $52.05 200 $46.25 100 $41.15 100 Discontinued 100 $42.40 40 $258.40 Page 1 of 10 25G-19 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT JT�M# _ _ ..� _;-� bE$�RIPTION/SPECIFICATION=_ _ _ ", _ OTflEI{ flItLUYD 013EI7 EST QTY 4LNI'f�LOST_ metallic silver piping, Flying Cross, Elbeco 16 Trousers, Tactical Apex Pants, Storm/Black/Navy 5.11 / TT824 17 Trousers, Tactical Stryke TDU Pants / Green 5.11 / TT348 18 Pants, Motor Stryke 5.11 5.11 / 74412 150 $58.35 50 $66.70 40 Discontinued 19 Long Sleeve Shirt / Vertx 37.5 Combat Shirt / Desert 40 $79.55 Vertx / VTX8525 20 Long sleeve shirt, 100% wool, navy Elbeco, Flying Cross 21 Long sleeve shirt, twill PDU, Class B, 5.11/#72345, 462065, Midnight navy (750) 22 Long sleeve shirt, TDU (724) 5.11/#72002 23 Long sleeve shirt, 100% polyester, navy 24 Long sleeve shirt, 100% cotton, navy (orly for individuals allergic to wool or polyester) 25 Long sleeve shirt, 100% polyester, light blue 26 Long sleeve shirt, 65% Dacron polyester/35% Rayon, white 27 Long sleeve shirt, dress shirt, 65% polyester/36% cotton, white 28 Short sleeve shirt, 100% wool, navy Elbeco, Flying Cross 29 Short sleeve shirt, twill PDU, Class B, 5.11/#71177, #61159, Midnight navy (750) NO SUBSTITUTION ALLOWED 50 $68.65 60 $47.75 30 $45.00 SH1434 DutyPro 50 $20.35 1232 Lion 10 $45.10 SH1434 DutyPro 45W66 Flying Cross 45W66 Flying Cross 50 $21.25 50 $54.50 15 $54.50 200 $60.65 100 $47.75 Page 2 of 10 25G-20 RFP 419-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT 30 Short sleeve shirt, TDU (724) 5.11/#71339 31 Short sleeve shirt, 100% polyester, light blue 32 Short sleeve shirt, 65`v° Dacron polyester/ 35%° Rayon, white 33 Short sleeve shirt, 100% cotton, navy (only for individuals allergic to wool or polyester) 34 i re Users, lUU7. WO0l, Navy Elbeco, Flying Cross 35 Trousers, 100% polyester, Navy Elbeco, Flying Cross 36 Trousers, twill PDU, Class B (750) 5.11/#74326, #64306 37 Trousers, Twill TDU (724) 5.11/#74004 39 40 41 42 43 5.11/#72054 Long sleeve shirt, TDU (190), (019) 5.11/#72002 Rapid Assault Shirt (190) 5.11/#72194 Jacket, Sabre 2,0 Jacket (190) 5.11/#48112 Trousers, Taclite TDU (190), (019) 5.11/#74280 Trousers, Ripstop TDU (190), (019) 5.11/474003 30 $48.35 50 $19.60 50 $51.05 10 $42.45 NO SUBSTITUTION ALLOWED 200 $74.55 100 $48.50 100 $46.25 50 Discontinued �NOSUBSTITUTION ALLOWED 60 $51.95 NO SUBSTITUTION ALLOWED 20 $45.00 NO SUBSTITUTION ALLOWED 30 $56.70 NO SUBSTITUTION ALLOWED 10 $205.55 NO SUBSTITUTION ALLOWED 60 $39.90 NO SUBSTITUTION ALLOWED 20 $39.90 Page 3 of 10 25G-21 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT 44 USMC Style Dress Blue Coat, Black 55% Polyester/45% Wool Gabardine Flying Cross/#19B9996C 45 Trousers, black, double white piping NO SUBSTITUTION ALLOWED 16 $163.00 Flying Cross/#28P8696 46 White Shoulder Cord, Rayon, white 3SCO22 8 $14.15 47 Campaign Hat, felt, black (WITH 2 EYELTS) Stratton/#F40-BK05 48 Hat Cord/White Acorns, rayon, white 49 Chin Strap, 3pc swivel, black 50 Short sleeve shirt, 100% Polyester Colors: Navy, Black, White, Khaki / 5.11 /71049 51 Long sleeve shirt, 100% Polyester Colors: Navy / 5.11 /72049 52 Short sleeve shirt, 100% Cotton Colors: Navy, Black, White, Khaki / 5.11/ 41060 53 Duty Jacket, black, badge tab, Removable liner, 100% nylon Spiewak, Outerwear 54 LawPro Flannel Lined Windbreaker/ Navy JC382 55 5.11 Tactical Double Duty Jacket / Black JA837 / 48096 56 5.11 Tactical Chameleon Soft -Shell Jacket / Black Tact Squad F1003BK 50 $61.50 50 $19.00 50 $107.25 10 $100.15 Page 4 of 10 25G-22 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT 1TEM�f _ _v_—� _ DESCRIRf14Sk�IFICQCLQ11i = OTHER ��tAlk[� OFFE3fER SST QTT tINCfT° JAS35 / 48U99 57 Three Season Jacket / Black JA085/TR355 58 Windbreaker Jacket(724) 5.11/#48035 59 Ike Jacket, 100% wool, navy United Uniform 20 $39.00 150 $34.65 10 $225.70 60 Uniform Skirt, 100% Polyester, navy 9799-007 10 $29.05 61 Bike Shorts, nylon, navy 30 $26.95 Mccean/Tech Nylon,#TR601 62 Bike Shorts, nylon (724) 30 $50.05 5.11/#43057 63 Cardigan, button up, acrylic, navy 6300 School Apparel 60 $27.20 64 Rocky, Portland 8", black 65 Danner, Striker Torrent, 8"black 66 Under Armour, Speedfreek, 7", black 67 Under Armour, Valsetz Tactical, 7", black 68 Nike, Special Field, 8" or 6", black 69 Motor Boots, All -American 70 Salomon XA Forces Mid GTX Boot FT1115/ L40138100 Windsor knot, clip on 60 $144.65 20 Discontinued 20 Discontinued 20 $93.10 20 Discontinued 20 $440.60 30 $161.00 Page 5 of 10 25G-23 72 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT x 2 3/8" QM4007 50 73 Summer Motor Gloves, black 20 Discontinued 74 75 76 77 93 94 95 96 Winter Motor Gloves, black SWAT gloves, Hatch, black Flight glove #BNG 190 SWAT gloves, Hatch, black Mechanic glove #HMG100 SWAT Hood, Hatch, black Nomex Hood #BFR10 Sam Browne Belt, black, plain leather Uniform Belt, black, plain leather Double Magazine Pouch, .40 cal / A510-PUN-Nll Double Magazine Pouch, .45 cal / A510-PLN-NI<L-3 Handcuff Case, single / A508 -BP Mace Holder Keepers / A532-BP-V Baton Holder Beavertail Key Ring Double Magazine Pouch, 9 mm Hidden Snap - A510-PLN-HS-3 Double Magazine Pouch, .45 cal Hidden Snap - A510-PLN-HS-3 Handcuff Case, Single with Hidden Snap Closure - A508-BP-H Keepers with Hidden Snap Closure - A532-BP-HS Baron Holder with Hidden Snap Closure - A550-BP-HS Silent Key Holder, Plain Leather Finish / A564-BP Dress Cap, R10-LAPD Style, Navy, 2 Eyletsl 5/8 spacing, silver P buttons Silver Metal Band, for dress cap Metallic Silver Band, for dress cap Chief Dress Cap — R-10 LAPD style Admiral Aluminum Bullion Visor, 20 $19.00 50 $45.00 50 $25.50 50 $23.50 60 $48.00 30 $10.95 50 $33.00 50 $33.00 80 $30.00 50 $26.00 300 $12.50 60 $10.50 60 $14.25 60 $39.00 20 $39.00 100 $33.00 300 $12.50 60 $10.50 60 $22.00 60 40 $9.25 10 $6.55 Page 6 of 10 25G-24 RFP N19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT Silver Lace Front Strap, Silver P Buttons, 2 Eyelets 1 5/8 spacing 1 $120.75 97 Deputy Chief Dress Cap— R-10 LAPD style Army Aluminum Bullion Visor, Silver Lace Front Strap, Silver P Buttons, 2 Eyelets 1 5/8 spacing 1 $120.75 98 Commander Dress Cap — R-10 LAPD style A Permasilver Visor, Silver Lace Front Strap, Strap, Silver P Buttons, 2 Eyelets 1 5/8 spacing 1 $120.75 99 Sergeant Dress Cap — R-10 LAPD style 1085 Black Visor, Silver Snake Front Strap, Silver P Buttons, 2 Eyelets 1 5/8 spacing 1 $81.40 101 102 103 104 105 106 107 108 Point Blank AXII Body Armor, Navy, with 2 carriers (MALE & FEMALE) Tactical outer carrierfor Point Blank AXII Body Armor, black With POLICE ID decals With K9 ID decals Armor Express Seraph II, Navy, with 2 carriers (MALE & FEMALE) Tactical outer carrier for AE Seraph II, Black, with POLICE & I(9 patches With POLICE ID decals With K9 ID decals Point Blank AXBIIIA Body Armor (Men's or Women's) Navy, with (2) HiLite Carriers w/ Tails and (1) Speed plate (5x8) AXBIIIA / BP1227 Point Blank AXBIIIA Body Armor (Men's or Women's) Navy, with (2) HiLite Carriers w/ Tails and (1) Speed plate (7x10) AXBIIIA / BP1228 Point Blank AXBIIIA Body Armor (Men's or Women's) Navy, with (2) HiLite Carriers w/o Tails and (1) Speed plate (5x8) AXBIIIA / BP1229 Point Blank AXBIIIA Body Armor (Men's or Women's) Navy, with (2) HiLite Carriers w/o Tails and (1) Speed plate (7x10) AXBIIIA / BP1230 Point Blank AXBIIIA Trufit Body Armor, Navy, with (2) HiLite Carriers w/ Tails and (1) 5x8 or 7x10 Speed plate NO SUBSTITUTION ALLOWED NO SUBSTITUTION ALLOWED 1 $203.15 NO SUBSTITUTION ALLOWED 1 $577,15 NO SUBSTITUTION ALLOWED 1 $280.00 NO SUBSTITUTION ALLOWED 1 $713.80 NO SUBSTITUTION ALLOWED 1 $713.80 NO SUBSTITUTION ALLOWED 1 $713.80 NO SUBSTITUTION ALLOWED 1 $713.80 NO SUBSTITUTION ALLOWED 1 $713.80 Page 7 of 10 25G-25 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT ITEMtt .__"�` _ _= pESCR1piICi411/SPECI��A'f10�L= _ _ r0T}t�$�139__6lD6PF�RED ES'}'_'fSF lj�y}��p��= AXBIIIA/BP1231 109 Point Blank AXBIIIA Trufit Body Armor, Navy, with (2) HiLite Carriers w/o Tails and (1) 5x8 or 7x10 Speed plate AXBIIIA/ BP1231 110 SRV Base Vest in AXBIIIA, Black SRVZADBVOJ 111 Omega 10x12 ICW Special Threat Plate BP1442 112 Quick Release Buckles For SRV Base Vest 2XT000RHOT SRV 113 MAX PRO POLICE IIIA HELMET W/ FACE SHIELD / Black TP154 BLK 114 MAX PRO ZIPPERED HELMET BAG / Black TP281 BLK 115 Point Blank PTHIIA Helmet 116 Point Blank Ballastic Helmet, MICH cut w/ BOA, Premium Helmet Cover, Picatinny Rail Systems, Front Mount NVG 117 Metal Nameplate, brushed silver, 2 5,18 x 5/8,1 line, all caps 118 Metal Nameplate, brushed silver, 2 5/8 x 5/8,2 line, all caps 119 Metal Nameplate, chrome finish, x2 K ", 2line, all caps 120 Cloth Nametape, black with silver lettering, all caps 121 Cloth Nametape, OD green with black lettering, all caps NO SUBSTITUTION ALLOWED 1 $713.80 NO SUBSTITUTION ALLOWED 1 $1,600.15 NO SUBSTITUTION ALLOWED 1 $568.85 NO SUBSTITUTION ALLOWED 1 $127,00 NO SUBSTITUTION ALLOWED 30 $325,95 NO SUBSTITUTION ALLOWED 30 $22.95 NO SUBSTITUTION ALLOWED 1 $405.00 NO SUBSTITUTION ALLOWED 1 $499.00 IN 200 $6.50 30 $6.50 20 $6.50 200 $3.50 60 $3.50 — uaviy ao umLn wuuu, grornrnec 50 $17.00 Page 8 of 10 25G-26 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT ITN1# t1ESGRIPTLDiV/�RECtF1�iIC1N',- 4fiF�ER BRAIUD OFFERED E3�fiTY UNIT GOSt 123 Handcuffs, peerless M700, nickel 100 $23.70 124 Ripp Restraint 50 $11.70 125 Mourning Band 60 $3.95 126 Plain Leather Badge Holder 40 $13.25 127 128 129 130 131 132 133 134 135 136 CPL Chevron, silver SGT Chevron, silver Chaplain Cross, Silver One Star, small, silver One Star, large, silver Two Star, small, silver Two Star, large, silver Four Star, small, silver Four Star, large, silver S.A.P.D. collar letters, silver,''/a x 1 5/8" 137 Santa Ana Police Shoulder Patch 138 Santa Ana Police Cloth Badge 139 Service Stripes 140 Silver P Buttons 141 Cadet Rocker 142 CPL Chevrons, silver 143 CPL Chevron, OD Green 144 CPL Chevron with star 145 Explorer Rocker 146 FTO Chevron with star 147 Motor Wheel & Arrow 148 Motor Wings 149 SGT Chevron, silver 150 SGT Chevron, OD Green 151 SGT Chevron with rocker 152 SGT Chevron w/rocker and star 153 Volunteer Rocker (1 line, 2 lines, and 3 lines) 155 SAPD Shoulder Patch, Silk-screening 1 $6.25 156 SAPID Badge, Silk-screening 1 $6.25 157 CPL Chevron, Silk-screening 1 $5.25 4442TN 4441N QM448ON QM4470N QM4481N QM4471N QM4483N QM4473N MN38-S.A.P.D. dT`CONTRAC'CI.TEM� _-- 30 30 30 30 30 10 10 5 5 20 2000 500 500 400 100 300 100 200 100 100 300 100 200 50 100 50 100 $5.50 $3.50 $5.50 $4.30 $4.30 $5,50 $5.50 $6.50 $8.00 $17.65 $3.50 $3.50 $2.50 $2.00 $3.85 $5.10 $5.10 $7.05 $4.70 $7.05 $3.80 $3.80 $5.25 $5.25 $5.25 $7.05 $3.85 Page 9 of 10 25G-27 RFP #19-104 POLICE DEPARTMENT UNIFORMS AND EQUIPMENT ATTACHMENT B: COST PROPOSAL FORM UNIFORM SPECIFICATIONS (ESTIMATED QUANTITIES) FINAL SUBMISSION OF THIS ATTACHMENT SHALL BE IN EXCEL FORMAT �NWIL1N,lTGf25T_ ITEMS ,, ,z�,�„___r_._. DESlrRIR7fdN/$1?Elrl(:IG�1TIdIV=- _ : __ffT�I�RBRANDQEFEi{EO 158 SGT Chevron, Silk-screening 159 160 161 Shirts -Add material for maternity Pants- Add material for maternity Trousers Open bottom hem Adjust existing hem Adjust Waist Adjust crotch Adjust Seat Add Piping to Breeches 162 Shirts Shorten sleeves 1 $6.50 Cut tails 1 $5.40 Adjust sides 1 $6.50 163 Jackets (Ike Jackets & Honor Guard Jackets) Add sleeve braids 1 $16.20 Shorten sleeves 1 $15.10 Adjust sides 1 517.25 Sew Down Epaulets $4.50 Zipper Application $8.85 ***See attached pricelist for applicable oversize charges. Page 10 of 10 25G-28 RFP 19-104 Santa Ana Police Department Price List with Galls, LLC Customer: Acct M Santa Ana Police Department 1000533978 Oversize Prices Oversize Pricing GQ Item# Mft'Model # Description Unit Price Sworn - Shirts SR612 72345 5.11 Long Sleeve Shirt, Twill PDU, Class B, Sizes 3X - 6X Tall $ 53.70 SH2O9 72175 5.11 Long Sleeve Shirt, Taclite Pro, Black, Size 3X $ 55.45 SH801 72002 5.11 Long Sleeve Shirt, TDU, Black, Size 3X - 4X $ 51.00 SR611 71177 5.11 Short Sleeve Shirt, Twill PDU, Class B, Sizes 3X - 6X Tall $ 53.70 SR570 71175 5.11 Short Sleeve Shirt, Taclite Pro, Black, Sizes 3X, L - 5X Tall $ 51.30 SH697 71339 5.11 Short Sleeve Shirt, Twill TDU, Black, Sizes 3X - 4X Reg, L-5X Tall $ 54.30 SR110 8371 Blauer Long Sleeve Polyester Armorskin Base Shirt, Size 2X $ 56.65 SR110 8371 Blauer Long Sleeve Polyester Armorskin Base Shirt, Size 3X $ 61.25 SR110 8371 Blauer Long Sleeve Polyester Armorskin Base Shirt, Size 4X $ 65.85 SR110 8371 Blauer Long Sleeve Polyester Armorskin Base Shirt, Size 5X $ 88.10 Sworn - Trousers TR666 74326 5.11 PDU Cargo Pants, Midnight Navy, Sizes 46 - 54 $ 50.80 TR506 74273L 5.11 Taclite Pro Trousers, Black, Sizes 46 - 54 $ 50.20 TR135 74251L 5.11 Tactical Pants, Men's, Cotton, Navy, Sizes 46 - 54 $ 50.80 Non -Sworn - Shirts SR612 72345 5.11 Long Sleeve Shirt, Twill PDU, Class B, Sizes 3X - 6X Tall $ 53.70 SH801 72002 5.11 Long Sleeve Shirt, TDU, Sizes 3X - 4X $ 51.00 SH1434 NAV SH1434 NAM DutyPro Long Sleeve 100% Polyester Shirt, Navy, Sizes 2X- 6X $ 22.25 SH1434LTB SH1434LTB DutyPro Long Sleeve 100% Polyester Shirt, Light Blue, Sizes 2X-6X $ 23.25 SR611 71177 5.11 Short Sleeve Shirt, Twill PDU, Class B, Sizes 3X- 6X Tall $ 53.70 SH697 71339 5.11 Short Sleeve Shirt, Twill TDU, Black, Sizes 3X - 4X Reg, L - 5X Tall $ 54.30 SH746 LTB SH746 LTB DutyPro Short Sleeve 100% Polyester Shirt, Light Blue, Sizes 2X- 6X $ 21.75 Non -Sworn - Trousers TR666 74326 5.11 PDU Cargo Pants, Midnight Navy, Sizes 46 - 54 $ 50.80 Sworn - SWAT SR758 72054 5.11 Long Sleeve Shirt, Taclite TDU, Sizes 3X - 4X Reg, L - 5X Tall $ 58.50 SH801 72002 5.11 Long Sleeve Shirt, TDU, Black, Sizes 3X- 4X $ 51.00 SR653 72194 5.11 Rapid Assault Shirt, Size 3X $ 63.85 JA935 48112-191 5.11 Sabre 2.0 Jacket, Moss Green, Sizes 3X - 4X $ 235.30 TR643 74280.019 or 190 5.11 Taclite TDU Trousers, Black or TDU Green, Sizes 3X- 4X Sh/Reg/Long $ 45.85 TR336 74003.019 or 190 5.11 TDU Ripstop Trousers, Black or TDU Green, Sizes 3X- 4X Sh/Reg/Long $ 45.85 25G-29 RFP 19-104 Santa Ana Police Department Price List with Galls, LLC Customer: Santa Ana Police Department Oversize Pricing Acct #: 1000533978 1 Oversize Prices I GQ Item# Mft Model # Description Unit Price Polo Shirts SW724 71049 Short Sleeve Polo Shirt, 100% Polyester, Navy, Black, White, Khaki, Sizes 3X, Reg, L - 5X Tall $ 36.95 SW726 72049 Long Sleeve Polo Shirt, 100% Polyester, Navy, Sizes 3X Reg, L-5XTall $ 39.90 SW439 41060 Short Sleeve Polo Shirt, 100% Cotton, Navy, Black, White, Khaki, Sizes 3X Reg, L - 5X Tall $ 36.95 Jackets JA808 BLK F1003BK Tact Squad Duty Jacket, Black, Badge Tab, Removable Liner, 100% nylon, Sizes 2X - 3X $ 67.05 JAS08 BLK F1003BK Tact Squad Duty Jacket, Black, Badge Tab, Removable Liner, 100% nylon, Size 4X $ 69.85 JA808 BLK F1003BK Tact Squad Duty Jacket, Black, Badge Tab, Removable Liner, 100% nylon, Sizes 5X - 6X $ 72.60 JC382 JC382 LawPro Flannel Lined Windbreaker, Sizes 2X- 3X $ 21.00 JC382 JC382 LawPro Flannel Lined Windbreaker, Sizes 4X - 6X $ 23.00 JA837 BILK 48096-019 5.11 Double Duty Jacket, Black, Sizes 3X-4X $ 122.75 JA835 BILK 48099-019 5.11 Chameleon Softshell Jacket, Black, Size 3X $ 114.40 JA085 BLK JA085 BILK Galls Three -Season Jacket, Black, Sizes 2X - 3X $ 41.00 JA085 BLK JA085 BLK Galls Three -Season Jacket, Black, Sizes 4X - 5X $ 43.00 JA591 48035 5.11 Windbreaker Jacket, Sizes 3X-4X $ 38.80 JA791 10513 United Ike Jacket, 100% Wool (Elastique Weave), Navy, Sizes 48-52 $ 259.55 JA791 10513 United Ike Jacket, 100% Wool (Elastique Weave), Navy, Sizes 54-56 $ 282.10 JA791 10513 United Ike Jacket, 100% Wool (Elastique Weave), Navy, Sizes 58 - 62 $ 327.25 Skirts TR970 DKNV 9799-007 Uniform Skirt, 100% Polyester, Navy, Sizes 22W - 24W $ 31.55 TR970 DKNV 9799-007 Uniform Skirt, 100% Polyester, Navy, Sizes 26W - 28W $ 41.00 Shorts TR601 1080 Mocean Bike Shorts, Navy, Nylon, Tech, Sizes 3X - 5X $ 30.40 Sweaters ST453 6300 School Apparel Acrylic Sweater, Black or Navy, Sizes 2X - 3X $ 30.95 ST453 6300 School Apparel Acrylic Sweater, Black or Navy, Sizes 4X- 5X $ 33.45 ST453 6300 School Apparel Acrylic Sweater, Black or Navy, Sizes 6X - 7X $ 38.95 All Leather Gear: Black, Plain Leather LP006 BLK PLN LP 6006.1 Uniform Belt, black, plain leather, Sizes 46+ $ 11.50 25G-30 Exhibit 2 AGREEMENT WITH GOODIES, LLC TO PROVIDE UNIFORMS AND EQUIPMENT TO THE SANTA ANA POLICE DEPARTMENT THIS AGREEMENT is made and entered into this 181 day of February, 2020 by and between Goodies, LLC, a California Limited Liability Corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 4, 2019, the City issued a Request for Proposal 419-104 ("RFP") in which it sought proposals by qualified vendors to purchase and provide alteration services of police uniforms, accessories, and miscellaneous equipment for its civilian and sworn employees. B. On November 20, 2019, Consultant submitted a timely responsive proposal which was one of two selected vendors to provide the services described in the scope of services that was included in the RFP and attached hereto as Exhibit A. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, and incidental customary work required to fulfill the services described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. Exhibit B provides the estimated quantity of items to be used for evaluation purposes only. The estimated corresponding amounts do not alter the not to exceed amount set forth in paragraph 2 below. 2, COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges set forth in Exhibit B, The total annual sum to be expended under this Agreement shall not exceed $22,000 during each year of the three-year term of this Agreement. This yearly sum includes a 10% contingency amount to fund any work directed at the sole discretion of the City. The total amount to be expended during the term of this Agreement shall not exceed $66,000. #25797v1 Page 1 of 8 25G-31 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but notbe limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not Iess than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required #25797v1 25G-32 to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 1. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered; or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including #25797v1 25G-33 fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be, confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. #25797v1 25G-34 10. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIMY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of. termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall he the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. #25797vl 25G-35 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17, NUSCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements between the parties is superseded by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: #25797vt 25G-36 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714-647-6956 With courtesy copies to; Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax:714-245-8007 To Consultant: Goodies, LLC Attn: Paulajean Eagleman 12158 Firestone Blvd. Norwalk, CA 90650 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. #25797v1 [signature page to follow] 25G-37 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: T BOGOSIAN Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police #25797vl CITY OF SANTA ANA Kristine Ridge City Manager GOODIES, LLC: An Owner 25G-38 rrry rig: SANTA ANA EXHIBIT A, SCOPE OFSERVICES A. BACKGROUND Uniforms, equipment and alterations services are required by the City of Santa Ana Police Department for approximately 400 employees working in the Patrol, Traffic, Investigations, SWAT, Reserves, Communications, Community Services, CSI, Animal Services, Jail, and Administration Divisions. B. SPECIFICATIONS 1. Uniforms and Equipment Description of Goods to be Purchased — See Attachment B for a detailed listing of uniforms and equipment to be provided. Uniform and equipment orders shall be completed within a two (2) week turnaround time. 2. Location and Hours Vendors must provide a full retail location no further than 30 miles from the City of Santa Ana Police Department. Vendors that maintain a retail location within 15 miles of the Santa Ana Police Department will be given additional consideration. Please provide list of locations. The store must be open a minimum of 6 days a week from at least 8:00 a.m. — 5:00 p.m., Monday - Friday, and 8:00 a.m. — 12:00 p.m. on Saturday. Wait times during personnel store visits shall be reasonable as deemed by the City. 3. Samples Upon request, vendor shall supply within 7 days, samples of all uniform items for inspection and approval prior to contract award. During the term of the contract, if any items listed in Attachment B are discontinued, the vendor is responsible for notifying the CDC Supervisor and providing samples of a comparable substitute for inspection and approval. No substitutions will be authorized without prior approval from the CDC Supervisor. No costs will be incurred due to substitutions being issued without prior approval. 4. Services Successful vendor(s) must agree to provide the following services: initial tailoring to include any necessary alterations to provide a professional fit. Tailoring shall be completed within five (5) working days of fitting for all standard alterations and (15) working days for non-standard alterations. All alterations will be stitched and bound to match the manufacturer's quality and color of thread. Vendors are required to submit pricing for the alterations described. Proposers shall specify whether charges are included in the original item price or are separate charges. Any pricing not provided shall be assumed to be included in the purchase price. Alterations must be completed at the retail site. All uniform articles are to be processed in such a manner to render the finished product professional in appearance. This shall be completed on first visit and shall not require numerous alteration repairs. Send representative(s) to Santa Ana Police Department in cases where five or more employees are in need of being fitted for body armor, RFP No. 19-104 Police Department Uniforms and Equipment Page 16 25G-39 CITY OF SANTA ANA Vendor must assign an account representative or point of contact for the Santa Ana Police Department. The account representative shall be assigned to manage the Ciity's contract for specked services and be the main contact for Police Department personnel. Account representative shall ensure proper tracking of orders, invoices, and any other activities related to the awarded contract are handled in a timely manner and in accordance with the specifications of this RFP. 6. Pricing Pricing shall remain firm for the entire Agreement. Thereafter, any proposed pricing adjustment for follow- on renewal periods shall be submitted to the City purchasing contact in writing at least ninety (90) days prior to the new Agreement term. City reserves the right to negotiate any pricing adjustments. 6. Material Release A "material release" form will be used by City employees to purchase against this agreement. The number shown on the material release MUST appear on your invoice. 7. No Partial Orders Vendor shall not invoice until the entire material release order has been fulfilled. 8. Report/ Invoicing Invoices for completed orders must contain the following information: • Date of Invoice; • Item # per contract; • Description; • Price; • Quantity; • Material Release Number; and • Employee name. Payment will be made in approximately 30 days from the complete delivery and acceptance of each order, unless alternate terms are proposed and accepted by the City. Contractor must provide a monthly printed transaction status report listing completed, partial, and/or pending orders with employee name, associated material release number, item quantities, dollar totals, and completed delivery and/or expected due date. The report shall be sent to Santa Ana Police Department CDC Supervisor in order for payment to be processed for completed orders. 9. No Guarantee of Usage Any quantities listed in this RFP are estimated or projected and are provided for tabulation and reference purposes only. No guarantee of quantities is given or implied by the City. Supplier must furnish the City's needs as they arise. No minimum order proposals will be accepted. 10. Use of Other Governmental Contracts The City reserves the right to reject any part or all of any proposals received and utilize other available governmental contracts. 11. Substitution If Supplier elects to propose an altemate manufacturer's item that is of the same or better quality, samples of the items to be substituted are to be submitted with the Proposal by the RFP deadline. RFP No. 19-104 Police Department Uniforms and Equipment Page 17 25G-40 CITY OF SANTA ANA Samples must be readily identified with the manufacturer's name, model number or order number, along with the supplier's name, phone number, and contact name. All substitutions must be proposed as options and clearly identified as a substitution. The City reserves the right to accept or reject any proposed substitution items. 12. Guarantee of Continuity and Availability of Products Unless the manufacturer discontinues the goods/commodities, all goods/commodities specified by the Supplier in their RFP shall be available to the City during the life of the contract and extensions. All material, color, labor, and construction shall equal or exceed the standards set forth in these specifications as accepted by the City. 13. Miscellaneous/Additional Items and Upgrades The City has provided a list of frequently purchased items for comparison purposes. However, the City may require additional items of similar nature not specifically listed in the contract or wish to purchase an item upgraded from that proposed by the Supplier throughout the term of the contract. In such event, the Supplier shall provide the City with a price for the new or upgraded item based upon a procedure or formula, which is the same, or very similar to that used in establishing the prices as contained in the Supplier's proposal. If the price offered is not acceptable to the City, and the matter cannot be resolved to the satisfaction of the City, the City shall procure the new or upgraded items from other Suppliers or shall cancel the contract upon giving thirty (30) calendar days' written notice to the Supplier. Please specify percentage discount the Citywill receive and/or markup charged for items not separately listed in this RFP in Cost Proposal. RFP No. 19-104 Police Department Uniforms and Equipment Page 18 25G-41 EXHIBIT 2_ EXAMPLES OF CURRENT CONTRACT ITEMS CADET ROCKERS (2 /< X %") CPL. FTO CHEVRON MOTOR WHEEL W/ARROW SAPD INSIGNIA DIRECTORY CPL. CHEVRONS (in OD Green also) CPL. CHEVRON WlSTAR EXPLORERROCKERS (4 G XY4 ") MOTOR WHEEL W/WINGS SOT. CHEVRONS (in OD Green also) No. 19-104 Police Department Uniforms and Equipment Page 19 25G-42 VOLUKHER CITY OF SANTA ANA NAMEPLATES JSHED SILVER SILVER 2'/a X %2 CHROME/POLISHED FINISH SWAT NAMEPLATE, 2'/a X 5/8 BRUSHED SILVER (ALIGNED TO'I HE LEFT W/BLACK RFP No. 19-104 Police Department Uniforms and Equipment Page 21 25G-44 CHIEF SERGEANT CITY OF SANTA ANA DRESS CAPS/COVERS DEPUTY CHIEF COMMANDER OFFICER RFP No. 19-104 Police Department Un'rforms and Equipment Page 22 25G-45 S g o 0 0 0 a � o vi In vi to C r a v m v n m m ti aN/T tN/T iN/Y mVim} ate!)• an rn m m m m m m m O1 m Ln v�i d n m 0 0 0 0 0 0 A 3 v m Q c D. 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" H c to to to C C W 0 0 0 0 > ¢ _ £ m E m E m E v E >- 1 u M Y H # C mmm my o m (.J w d d a U J u 0 0 u .E u E = a z 25G-60 ►: z 0 W bq C C v N N q-'i ans b=. v- 4- > 0 U N Q ¢ ¢ E E E T a> V v m Q u W Z Z Z 25G-61 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: ADOPT A RESOLUTION AMENDING RESOLUTION NO. 2019-111 TO UPDATE AND CENTRALIZE THE CITY'S MASTER PAY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS SECTION 570.5 AND THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALPERS) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ Wis]►111►11]0Qi[0 /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution amending Resolution No. 2019-111 to update and centralize the City's Master Pay Schedule for all represented and unrepresented employee classifications of the City of Santa Ana covered by a City adopted Classification and Compensation Plan to conform with Title 2 of the California Code of Regulations Section 570.5 listing all employee pay rates on a publicly available master pay schedule approved and adopted by the City Council. DISCUSSION The California Public Employees' Retirement System (CaIPERS), pursuant to their interpretation of Title 2 of the California Code of Regulations Section 570.5, which recommends all California Public Employees' Retirement System (CaIPERS) employers to maintain their compensation levels in one publicly available document, approved and adopted by the governing body, which must meet all of the following requirements: 1) Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2) Identifies the position title for every employee position; 3) Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4) Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 55A-1 Resolution City's Master Pay Schedule February 18, 2020 Page 2 5) Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6) Indicates an effective date and date of any revisions; 7) Is retained by the employer and available for public inspection for not less than five years; 8) And, does not reference another document in lieu of disclosing the pay rate. CalPERS interprets California Code of Regulations Section 570.5 to require that the City list compensation levels for all positions on one document duly approved and adopted by the City Council. Adoption of this resolution (Exhibit 1) will amend Resolution No. 2019-111 with the following changes to the City's Master Pay Schedule: 1) The Service Employees International Union Local 721 (SEIU) cost of living adjustment of seven (7) salary ranges (approximately 3.5%) and other special pay additives, as authorized on November 19, 2019 through successor Memorandum of Understanding (MOU) A-2019-227. 2) On April 4, 2016, the Governor of California approved Senate Bill No. 3, passed by the California Legislature, raising the state minimum wage for all industries (SB 3). Effective January 1, 2020, the minimum wage is $13.00/hour. Full-time and part-time classifications with wages under the minimum wage were adjusted as required by state law. Additionally, adoption of this resolution (Exhibit 1) will comply with CaIPERS' interpretation of the requirements of Title 2 of the California Code of Regulations section 570.5 by affirming the single Master Salary Schedule already on the City's website and publically available and representing all previously approved actions on individual employee classifications set forth as part of the salary schedule. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #7 — Team Santa Ana, Objective #4 (establish employee compensation that attracts and retains a highly qualified workforce), Objective #6 (provide a positive workplace environment that supports the health of its employees and celebrates its success), and Objective #7 (develop a culture of motivated and innovative leaders in the organization). FISCAL IMPACT Adoption of a Master Salary Schedule has no fiscal impact to the City for preparation or distribution, as the actions already occurred. If this resolution is not adopted, the potential fiscal impact for retiring employees could be significant because CalPERS has stated that if an agency cannot provide a document meeting the requirements of Title 2 of the California Code of 55A-2 Resolution City's Master Salary Schedule February 18, 2020 Page 3 Regulations Section 570.5, then CalPERS must determine that the pay amount fails to meet the definition of pay rate. Steven V. Pham Executive Director Human Resources Department Exhibit: 1. Resolution 55A-3 EXHIBIT 1 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION NO. 2019-111 TO UPDATE AND CENTERALIZE THE CITY'S MASTER SALARY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS, SECTION 570.5 AND THE CALIFORNIA EMPLOYEES' RETIREMENT SYSTEM (CALPERS) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. The California Public Employees' Retirement System (CaIPERS), has requested that all CaIPERS employers list their compensation levels on one document, approved and adopted by the governing body, in accordance with Title 2 of the California Code of Regulations section 570.5, and meeting all of the following requirements thereof: fFiZF: UNI 1) Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2) Identifies the position title for every employee position; 3) Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4) Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 5) Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6) Indicates an effective date and date of any revisions; 7) Is retained by the employer and available for public inspection for not less than five years; and 8) Does not reference another document in lieu of disclosing the pay rate. 55A-4 Section 2: The Master Salary Schedule was previously prepared, publically available, and compiled from information that was already approved and adopted by the City Council pursuant to previous Resolutions Amending and/or Restating the City's Classification and Compensation Plan, employment agreements, and Memorandums of Understanding with various labor organizations representing City employees. Section 3: On December 3, 2019, the Santa Ana City Council approved Resolution No. 2019-111 adopting the Master Salary Schedule. Section 4: On November 19, 2019, the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Service Employees International Union Local 721. Contained therein, were certain cost of living adjustments (approximately 3.5% effective July 1, 2019) and other special pay additives that have gone into effect with the approval of the MOU. Section 5: On April 4, 2016, the Governor approved Senate Bill 3, passed by the California Legislature raising the minimum wage. Effective January 1, 2020, the minimum wage is now $13.00/hour. Section 6: The City of Santa Ana now desires to amend the City's "Master Salary Schedule" to reflect the changes outlined in Sections 4 and 5 of this Resolution. The Master Salary Schedule as amended is set forth in the attached Exhibit "A" to this Resolution and incorporated herein by reference. Section 7: This Resolution is operative from and after the date upon which it is adopted. The effective dates of the pay ranges for each title and job category identified in the Master Salary Schedule are indicated therein. ADOPTED this 18th day of February, 2020. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 'k- Laura A. Rossini Senior Assistant City Attorney #24899A Miguel A. Pulido Mayor 55A-5 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original Resolution adopted by the City Council of the City of Santa Ana on February 18, 2020. Date: #24899v3 Daisy Gomez, CIVIC Clerk of the Council City of Santa Ana y CITY OF SANTA ANA EXHIBIT A BASIC SALARY AND WAGE SCHEDULE FISCAL YEAR 2019.2020 Updated as of January 1, 2020 The City's basic salary and wage schedule provides for a number of ranges of pay rates (salary rate ranges), each comprised of pay steps or rates. The salary rate ranges are identified by a three -digit number and the steps by the letters AAA to E inclusive. Not all salary rate ranges are comprised of seven steps. For non -management employees, the purpose of each step and the length of service required for advancement within the rate range are summarized as follows: For non management employees, represented by SEW: AAA Step Normal beginning pay rate. AA Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. A Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. Also maximum hiring rate. E Step Merit Rate - After 12 months' service in next lower step. For non -management employees, represented by CASA: AA Step Normal beginning pay rate. A Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. E Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. For non -management employees, represented by POA: A Step Normal beginning pay rate. B Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also maximum hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. E Step Merit Rate - After 12 months' service in next lower step. NOTE: Certain management classes in Police Services have been designated as "Represented Management" (RM). Such classes are assigned to five (5) step salary rate ranges, the effective range of rates for personnel represented by the Police Management Association (PMA). Additionally, employees of said classes may be initially appointed at any of the first three steps, Step "A," Step "B," Step "C," or Step 'D" within their applicable rate range, and the length of service required for advancement to the next higher step is one (1) year. For SEIU PartTime Civil Service see Memorandum of Understanding 07/01/2017-06/30/2019 Section 42 Step Advancement and Exhibit B list of job titles and rate ranges. In the salary schedule matrix found on page 2, each salary range is identified by a three -digit number. The first two digits are listed in the first vertical column on the left and the third digit is listed horizontally across the top and identifies the appropriate column. This three -digit range number locates the starting step ("AAA, AA" or "A") of the range depending on whether the class has been assigned 5, 6 or 7 steps and the subsequent steps ("AA, A," "B," "C," "D" and "E") are found in the column directly below the starting step. For example, "AAA" step of Range No. 501 is found to be $2402 by moving down the left column (Range No.) to the number 50 (the first two digits of the Range No.), then horizontally to column 1 (the third digit of the Range No.). The "AAA" step of $2402 has the remaining steps shown directly below; thus the full, seven -step range is 2402-2523-2650-2782-2921-3067- 3221. In the same manner, Range No. 555 is found to be 3129-3285-3449-3622-3803-3994-4194. 55A-7 Page 1 of 24 SALARY SCHEDULE MATRIX 0 1 2 3 4 5 6 7 8 9 45 1874 1883 1892 1902 1911 1921 1930 1940 1950 1960 46 1968 1977 1987 1997 2007 2017 2027 2037 2048 2058 47 2066 2076 2086 2097 2107 2118 2128 2139 2150 2160 48 2169 2179 2190 2201 2212 2223 2234 2246 2257 2268 49 2277 2288 2299 2311 2322 2334 2346 2357 2369 2381 50 2391 2402 2414 2427 2439 2451 2463 2475 2488 2500 51 2511 2523 2536 2548 2561 2574 2587 2600 2613 2626 52 2637 2650 2663 2676 2690 2703 2717 2730 2744 2758 53 2769 2782 2796 2810 2824 2838 2853 2867 2881 2896 54 2907 2921 2936 2950 2965 2980 2995 3010 3025 3040 55 3052 3067 3082 3098 3113 3129 3144 3160 3176 3192 56 3205 3221 3237 3253 3269 3285 3302 3318 3335 3352 57 3365 3381 3398 3415 3432 3449 3467 3484 3501 3519 58 3533 3550 3568 3586 3604 3622 3640 3658 3676 3695 59 3710 3728 3747 3765 3784 3803 3822 3841 3861 3880 60 3896 3915 3935 3954 3974 3994 4014 4034 4054 4074 61 4091 4111 4132 4152 4173 4194 4215 4236 4257 4278 62 4296 4317 4339 4360 4382 4404 4426 4448 4470 4493 63 4511 4533 4556 4579 4601 4624 4648 4671 4694 4718 64 4741 4764 4787 4810 4834 4858 4882 4906 4930 4954 65 4978 5002 5026 5051 5076 5101 5126 5151 5176 5201 66 5226 5252 5278 5304 5330 5356 5382 5408 5434 5461 67 5488 5515 5542 5569 5596 5623 5650 5678 5706 5734 68 5762 5790 5818 5847 5876 5905 5934 5963 5992 6021 69 6050 6080 6110 6140 6170 6200 6230 6260 6291 6322 70 6353 6384 6415 6446 6478 6510 6542 6574 6606 6638 71 6670 6702 6735 6768 6801 6835 6869 6903 6937 6971 72 7005 7039 7073 7107 7141 7176 7211 7247 7283 7319 73 7355 7391 7427 7463 7499 7535 7571 7609 7647 7685 74 7723 7761 7799 7837 7875 7913 7951 7989 8029 8069 75 8109 8149 8189 8229 8269 8309 8349 8389 8431 8473 76 8515 8557 8599 8641 8683 8725 8767 8809 8853 8897 77 8941 8985 9029 9073 9117 9161 9205 9250 9296 9342 78 9388 9434 9482 9529 9577 9625 9673 9721 9770 9819 79 9857 9906 9955 10005 10055 10105 10156 10207 10258 10309 80 10350 10401 10453 10506 10558 10611 10664 10717 10771 10825 81 10868 10922 10976 11031 11086 11142 11198 11254 11310 11366 82 11411 11468 11525 11583 11640 11699 11757 11816 11875 11934 83 11982 12041 12102 12162 12223 12284 12345 12407 12469 12532 84 12581 12643 12707 12770 12834 12898 12963 13027 13093 13158 85 13210 13275 13342 13409 13476 13543 13611 13678 13748 13816 86 13871 13939 14009 14079 14150 14220 14292 14362 14435 14507 87 14565 14636 14709 14783 14858 14931 15007 15080 15157 15232 88 15293 15368 15444 15522 15601 15678 15757 15834 15915 15994 89 16058 16136 16216 16298 16381 16462 16545 16626 16711 16794 90 16861 16943 17027 17113 17200 17285 17372 17457 17547 17634 91 17704 17790 17878 17969 18060 18149 18241 18330 18424 18516 92 18589 18680 18772 18867 18963 19056 19153 19247 19345 19442 Page 2 of 24 '• • CITY OF SANTA ANA Consolidated AI phabetid Li3 of Regda a asses and Assginla t of Cl assesto Salay Rae Raga for Fi sal Year 2019-2020 7I1I2019 10I12019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C D E CODE CODE JOB TITLE NO. SEIU6 01140 ACCOUNTANT 658 658 5176 5434 5706 5992 6291 6fi06 6937 SEIU6 01150gg ACCOUNTANT II 687 fib) 5963 6260 6574 6903 7247 7609 7989 SEIU6 07010 ACCOUNTING ASSISTANT 607 607 4034 4236 4448 401 4906 5151 5408 SEIU6 07015 ACCOUNTING ASSISTANTISYSTEMS TECHNICIAN 607 607 4034 4236 4448 4671 4906 5151 5408 MID M-NS 01120 ACCOUNTING MANAGER (MIND MW25 MW25 9916 - 11787 - 14721 SEIU6 070M ACCOUNTS PAYABLE SUPERVISOR 661 661 5252 5515 5790 6080 6384 6702 7039 SEIU6 012% ACTIVE TRANSPORTATION COORDINATOR 703 703 6446 6768 7107 7463 7837 8209 8641 UC 07271 ADMINISTRATIVE SECRETARY(UC)" 610 610 4594 4824 5065 5324 5590 58fi8 MID M-NS 00190 ADMINISTRATIVE SERVICES MANAGER (MM) MW22 MW22 9209 - 10947 - 13fi69 POA-NS W920 ANIMAL SERVICE OFFICER I fi60 No 5226 5488 5762 6050 6353 POA-NS W930 ANIMAL SERVICE OFFICER II fi90 No 6050 6353 6670 7005 7355 ADMIN MGMT-NS 02910 APPLICATIONS SYSTEMS MANAGER (AM)" AMT4 AMT4 10239 10755 112M 1180 12451 ADMIN MGMT-NS 02915 APPLICATIONSTECH SUPPORT MANAGER (AM)" AM784 AM784 10755 112M 1180 12451 130T3 SEIU6 02845 ARTS B CULTURE SPECIALIST 658 We 5176 5434 5706 5992 6291 606 6937 SEIU6 01J22 ASSET MANAGEMENT ANALYST 679 679 5T34 6021 6322 6638 6971 7319 7685 SEIU6 00270 ASSISTANT BUYER 628 628 4470 4694 4930 5176 5434 5706 5992 MID M-NS 016M ASSISTANT CITY ATTORNEY (MM) MW22 MW22 9209 - 10947 - 13669 EXEC-NS 00090 ASSISTANT CITY MANAGER(EM) EM44 EM44 13397 - 15926 - 18933 MID M-NS 01710 ASSISTANT CLERK OF THE COUNCIL (MM) MW18 MNY18 8343 - 9916 - 12383 MID M-NS 02865 ASSISTANT DIR OF COMMUNITY DEVELOPMENT (MM) MW26 MW26 10165 - 12082 - 15086 MID M-NS 01180 ASSISTANT DIR OF FINANCE AND MANAGEMENT SVCS(MM) MW28 MW28 10678 - 12691 - 15851 MID M-NS 01835 ASSISTANT DIR OF HUMAN RESOURCES (MM) MW26 MW26 10165 - 12082 - 15086 MID M-NS 00380 ASSISTANT DIR OF PARKS, REC, AND CMTY SVCS (MM) MW26 MW26 1010 - 12082 - 15086 MID M-NS 02492 ASSISTANT DIR OF PLANNING AND BUILDING (MM) MW28 MW28 10678 - 12691 - 15E51 SEIU6 01601m ASSISTANT ENGINEER 6n 6T 508 5963 6260 604 SOW 7247 7609 SEIU6 00530 ASSISTANT FLEET SERVICES TECHNICIAN 03 603 3954 4152 4360 409 4810 5051 5304 SEIU6 04125 ASSISTANT INSTRUMENT TECHNICIAN 635 05 4624 485E 5101 5356 5623 5905 6200 SEIU6 05180 ASSISTANT LIBRARIAN 616 616 4215 4426 4648 4882 5126 5382 5650 SEIU 6 002M ASSISTANT PARKS2ANDSCAPE PLANNER 668 668 5434 5706 5992 6291 6606 6937 7283 SEIU6 01400Mn ASSISTANT PLAN CHECK ENGINEER I 726 726 7211 7571 7951 8349 8767 9205 903 SEIU6 01410Mn ASSISTANT PLAN CHECK ENGINEER II 740 740 7723 8109 8515 8941 9388 9857 10350 SEIU 6 00040 ASSISTANT PLANNER I fib/ 667 5408 N78 5963 6260 6574 6903 7247 SEIU 6 024Q ASSISTANT PLANNER II fib) 687 5963 6260 6574 6903 7247 7609 7989 ADMIN MGMT-NS 017T2 ASSISTANT PUBLIC WORKS MAINTENANCE MANAGER (AM)^ AM750 AM750 9106 9562 10041 10544 11070 MID M-NS 0=1 ASSISTANT TO THE CITY MANAGER (MM) MW22 MW22 9209 - 10947 - 13669 SEIU6 021M ASSISTANT TRAFFIC OPERATIONS ENGINEER 741 741 7751 8149 8557 8985 9434 9906 10401 SEIU6 02100m ASSOCIATE ENGINEER 740 740 7723 8109 8515 8941 9388 9857 10350 SEIU 6 01040 ASSOCIATE PARK AND LANDSCAPE PLANNER 718 718 6937 7283 7647 8029 8431 8853 9296 See at� ExhibiN A, and B br MM(Mid Mgmt), EM(Exe Mgmt), mspedively. Page 3 of 24 55A-9 UNIT JOB CODE CODE JOB TITLE BELI6 02280Mo ASSOCIATE PLAN CHECK ENGINEER SEW 6 024M ASSOCIATE PLANNER POA-NS 06170 BACKGROUND INVESTIGATOR MID M-NS 00.474 BENEFITS AND COMPENSATION MANAGER(MM) SEIU6 051% BIBLIOGRAPHIC TECHNICIAN UC OW97 BUDGET AIDE(UC)" UC 00496 BUDGET ANALYST(UC)" ADMIN MGMT-NS 06400 BUDGET AND RESEARCH MANAGER (AM)^ ADMIN MGMT-NS 00493 BUDGET SUPERVISOR (AM)^ SEIU6 02300q BUILDING INSPECTOR SEW 6 04315 BUILDING MAINTENANCEAIDE SEW 6 04310 BUILDING MAINTENANCESUPERVISOR SEW 6 041Q BUILDING MAINTENANCE TECHNICIAN MID M-NS 00940 BUILDING SAFETY MANAGER (MM) SEIU6 02230q BUILDING TECHNICIAN SEW 6 012Q BUSINESS TAX COLLECTORIINSPECTOR SEW 6 013501, BUYER BEAU 013M BUYERISYSTEMS TECHNICIAN BEAU 070M CENTRAL SERVICES SUPERVISOR MID M-NS 016M CHIEF ASSISTANT CITY ATTORNEY(MM) EXEC-NS 01701 CHIEF TECHNOLOGY INNOVATIONS OFFICER OEM) APPOINT 016M CITY ATTORNEY OEMr APPOINT 01790 CITY MANAGER OEM)' MID M-NS 021M CITY TRAFFIC ENGINEER(MM) SEW 6 02132m CIVIL ENGINEER APPOINT 019M CLERK OF THE COUNCIL(EM)' BELI 6 0080h CODE ENFORCEMENT ASSOCIATE MID M-NS DOM CODE ENFORCEMENT MANAGER (MM( SEW 6 0040h CODE ENFORCEMENT OFFICER ADMIN MGMT-NS 0045 CODE ENFORCEMENT PRINCIPAL (AM) — BEAU 6 00070h CODE ENFORCEMENT SUPERVISOR BEAU 06430q COMBINATION BUILDING INSPECTOR PGA-NS 076M COMMUNICATIONS SERVICES OFFICER BELI6 075M COMMUNITY DEVELOPMENT ANALYST BELI6 07321 COMMUNITY DEVELOPMENT COMMISSION SECRETARY MID M-NS 07615 COMMUNITY DEVELOPMENT MANAGER RAM) SEIU6 075M COMMUNITY DEVELOPMENT TECHNICIAN SEW 6 ONO COMMUNITY EVENTS SUPERVISOR SEW 6 05000 COMMUNITY LIAISON MID M-NS 01945 COMMUNITY SERVICES MANAGER (AM) SEIU6 01940 COMMUNITY SERVICES SUPERVISOR SEW 6 014Q COMPUTER OPERATOR SEW 6 01000 COMPUTER PROGRAMMER SEIU6 014M COMPUTER SYSTEMS ANALYSTIPROGRAMMER See MtO�e Exhiba A, anM B for MM(Md Mgmt), EM(Exe Mgmt), respetliveN. 7I1I2019 1O112019 MONTHLY SALARY RATE RANGES RANGE AAA AA A B C D E NO, 755 755 8309 8725 9161 9625 10105 10611 11142 717 717 6903 7247 7609 7989 8389 8809 9250 675 05 5623 5905 6200 6510 6835 AM750 MW18 8343 - 9916 - 12383 606 606 4014 4215 4426 4648 48B2 5126 5382 642 642 5376 5644 5927 6223 6534 6862 668 668 6103 6407 6729 7065 7419 1091 AM764 AM764 9752 10239 10755 112M 11857 AM744 AM744 8843 9286 9752 10239 10 M 668 BOB 5434 5706 5992 6291 6606 6937 7283 585 585 3622 3803 3994 4194 4404 4624 4858 6T 6T 5678 5963 6260 604 6903 7247 7609 625 625 4404 4624 4858 5101 5356 5623 5905 MW26 MW26 10165 - 12082 - 15086 620 620 4296 4511 4741 4978 5226 5488 5762 of 631 4533 4764 5002 5252 5515 ST90 6080 671 671 5515 51r90 6080 6364 6702 7039 7391 01 671 5515 5T90 6080 6384 6702 7039 7391 632 632 4556 4787 5026 508 5542 5818 6110 MM30 MM30 11219 - 13335 - 16654 EMaS EM-35 10731 - 12252 - 15158 Per Cmnraot 24,10 MW25 MW25 9916 - 117K - 14721 755 755 8309 8725 9161 9625 101M 10611 11142 EMa3 EM33 14,075 (STEP 14) 625 625 4404 4624 4858 5101 5356 5623 5905 MW26 MW26 10165 - 12082 - LOON 669 659 5461 5734 6021 6322 608 6971 7319 AM725 AM725 8060 8462 8885 9332 9T98 6% 693 6140 6446 6768 7107 7463 7837 8229 673 673 5569 5847 6140 6446 6768 7107 7463 655 BOO 5101 5356 5623 5905 6200 682 682 5818 6110 6415 6735 7073 7427 71?99 604 604 3974 4173 4382 4601 4834 5076 5330 MW22 MW22 9209 - 10947 - TWO 636 636 4648 4882 5126 5382 5650 5934 6230 692 692 6110 6415 6735 7073 7427 7799 8189 On 688 5992 6MH 606 6937 7283 7647 8029 MW22 MW22 9MG - 10947 - 13669 707 707 604 6903 7247 7609 7989 8389 8809 632 632 4556 4787 5026 508 5542 5818 6110 675 675 5623 5905 6200 6510 6835 7176 7535 6% 6% 6200 6510 BESS 7176 7535 7913 8309 Page 4 of 24 55A-10 7I1/W19 10112019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C D E CODE CODE JOB TITLE NO, SEIU6 02240u CONSTRUCTION INSPECTOR 667 667 5408 5678 5963 6260 6574 6903 7247 SEIU6 01850. CONTRACTS ADMINISTRATOR 673 673 5569 5847 6140 6446 6768 7107 7463 MID M-NS O4780 CORPORATE YARD FACIUTIESIFLEET SVCS MGR (MM) MW22 MW22 9209 - 10947 - 13669 PMA-NS 01971 CORRECTIONAL MANAGER (RM) M762 M762 8599 9029 9482 9955 10453 POA-NS omlwNooluu CORRECTIONAL OFFICER 675 675 5623 5905 6200 6510 6835 SEIU6 076M CORRECTIONAL RECORDS SPECIALIST 568 568 3335 3501 3676 3861 4054 4257 4470 SEIU6 07629 CORRECTIONAL RECORDS SUPERVISOR 645 645 4858 5101 5356 5623 5905 6200 6510 POA-NS 00370uWv CORRECTIONAL SUPERVISOR 724 724 7141 7499 7875 8269 8683 MID M-NS 00400 COUNCILSERVICES MANAGER(MM) MW22 MW22 9209 - 10947 - 13669 UC 00830 COUNCILSERVICES SECRETARY(UC)" 589 589 4150 4358 406 4803 5047 5297 COUNCIL 087M COUNCILMEMBER Two - - - - POA-NS 03995 CRIME RESEARCH AIDE 686 685 5934 6230 6542 6869 7211 POA-NS 039M CRIME RESEARCH ANALYST 712 712 6735 7073 7427 7799 8189 SEIU6 DOM CUSTODIAL AIDEIPORTER 530 530 2769 2907 3052 3205 3365 303 3710 SEIU6 040008 CUSTODIAN 560 560 3205 3365 3533 3710 3896 4091 4296 SEIU6 04090 CUSTODIAN SUPERVISOR 616 616 4215 4426 4648 4882 5126 532 5650 SEIU6 012201, CUSTOMER SERVICE REPRESENTATIVE 615 615 4194 4404 4624 4858 5101 5356 5623 SEIU6 042M DATA ENTRY OFFICE ASST 585 585 3622 3803 3%4 4194 4404 4624 4858 SEIU6 07040. DATA ENTRY OPERATOR 06 576 3467 3600 3822 4014 4215 4426 4648 SEIU6 02680 DATA ENTRY SPECIALIST 585 585 3622 3803 3994 4194 4404 4624 4858 MID M-NS 01610 DEPUTY CITY ATTORNEY (MM) MW12 MW12 7191 - 8550 - 10678 MID M-NS 00315 DEPUTY CITY ENGINEER (MM) MW25 MW25 9916 - 11787 - 14721 EXEC-NS 01791 DEPUTY CITY MANAGER (EM) EM39 EMa9 11842 - 14075 - 167/ FEW 6 070M DEPUTY CLERK OF THE COUNCIL 60 60 4448 401 4906 5151 5408 508 5963 MID M-NS 02251 DEPUTY PUBLIC WORKS DIRICONSTRUCTION SERVICES MR (MI MW26 MW26 10165 - 12082 - 15086 MID M-NS O4430 DEPUTY PUBLIC WORKS DIRIMAINTENANCE SERVICES MOE(MM) MW24 MW24 901 - 114M - 14361 MID M-NS 00320 DEPUTY PUBLIC WORKS DIRECTORICITY ENGINEER (MM) MW28 MW28 10678 - 12691 - 15851 MID M-NS O4410 DEPUTY PUBLIC WORKS DIRECTORMATER PIERCE MGR(MM) MW26 MW26 10165 - 12082 - 15086 SEIU6 031W DNA COORDINATOR 607 607 4034 4236 4448 401 4906 5151 5408 SEIU6 90570 ECONOMIC DEVELOPMENT AIDE 642 642 4787 5026 508 5542 5818 6110 6415 MID M-NS 02690 ECONOMIC DEVELOPMENT MANAGER (MM) MW22 MW22 9209 - 10947 - 13669 SEIU 6 00560 ECONOMIC DEVELOPMENT SPECIALIST I 688 688 5%2 6ML 6606 6937 7283 7647 8029 SEIU 6 00550 ECONOMIC DEVELOPMENT SPECIALIST II 717 717 6903 7247 7609 7989 8389 8809 9250 SEIU 6 00350 ECONOMIC DEVELOPMENT SPECIALIST III 747 747 7%9 8389 SWO 9250 9721 10207 10717 SEIU6 02310q ELECTRICAL INSPECTOR 620 670 5488 5762 6050 6353 600 7005 7355 POA-NS Dom EMERGENCY OPERATIONS COORDINATOR 744 744 7875 8269 8683 9117 997 SEIU6 02030 ENGINEERING AIDE 621 621 4317 4533 4764 5002 5252 5515 5790 SEIU6 02035 ENGINEERING TECHNICIAN 631 631 4533 4764 5002 5252 5515 5T90 6080 SEIU6 00040hh EQUIPMENT OPERATOR 627 627 4448 4671 4906 5151 5408 508 5963 SEIU6 04215 EQUIPMENT OPERATOR - WATER SERVICES 631 631 4533 4764 5002 5252 5515 5790 6080 UC 00900 EXECUTIVE ASSISTANT(UC)" 645 645 5455 5729 6015 6315 601 6963 EXEC-NS 02870 EXECUTIVE DIR OF COMMUNITY DEVELOPMENT(EM) EM38 EM�8 115M - 13733 - 16325 EXEC-NS 01190 EXECUTIVE DIR OF FINANCE AND MGMl SVCS(EM) EMa7 EM-37 112M - 13397 - 15926 EXEC-NS 018W EXECUTIVE DIR OF HUMAN RESOURCES (EM) EMd7 EM-37 112M - 13397 - 15926 See at� ExhibiN A, a� B for MM(Mid Mgmt), EM:(Exe Mgmi, msWdiveN. Page 5of24 55A-11 UNIT CODE JOB CODE JOB TITLE 711I2019 1N12019 RANGE NO. AAA AA MONTHLY SALARY RATE RANGES A B C D E EXEC-NS 05400 EXECUTIVE DIP OF PARKS, REC 8 COMMUNITY SVCS (EM) EMa7 EM37 112M - 13397 - 15926 EXEC-NS 024M EXECUTIVE FIR OF PLANNING AND BLDG SAFETY(EM) EM42 EM42 1052 - 15158 - TW21 EXEC-NS 02170 EXECUTIVE CIS OF PUBLIC WORKS(EM) EM41 EM41 124" - 147M - 17581 UC 07392 EXECUTIVE SECRETARY (UC)" 610 615 4709 4945 5193 5455 5729 6015 UC 00140 EXECUTIVE SECRETARY TO THE POLICE CHI BE(UC" 620 6M 4824 5MS 5324 5MO 5868 6163 MID M-NS O4376 FACILITIES AND FLEET MAINTENANCE MANAGER (MIA MW22 MW22 9M9 - 10947 - 13669 ADMIN MGMT-NS O4377 FACILITIES MAINTENANCE MANAGER (AM) AM723 AM723 7961 8381 8811 9242 9704 MID M-NS O4375 FACILITIES MAINTENANCE SUPERINTENDENT (MM) AM-18 MW18 8M3 - 9916 - 12383 SEIU6 04370 FACILITIES SUPERVISOR 672 677 508 5%3 6260 6574 6903 7247 709 UC ON81 FINANCIAL ANALYST(UC" 663 60 5%6 6256 6566 68J5 7239 701 POA-NS 07600w.v FIREARMS EXAMINER 731 T31 7391 7M1 8149 8557 8985 BELI 6 00500 FLEET PARTS SPECIALIST 642 642 4787 5026 508 5542 5818 6110 6415 ADMIN MGMT-NS 047M FLEET SERVICES MANAGER (AM) AM723 AM723 7981 8381 8811 9242 9704 SEIU6 04770e FLEET SERVICES SUPERVISOR 691 691 6080 6M4 6702 7039 7391 7761 8149 SEIU6 04720Ne FLEET SERVICES TECHNICIAN I 632 632 4556 4787 5026 508 5542 5818 6110 SEIU6 04730We FLEET SERVICES TECHNICIAN II 652 652 5026 508 5542 5818 6110 6415 6735 SEIU6 00450Ne FLEET SERVICES TECHNICIAN III fifty 667 5408 508 5%3 6260 6574 693 7247 POA-NS 013M FORENSIC SERVICES SUPERVISOR 762 762 SM9 9029 9482 9955 10453 POA-NS 039TOyWry FORENSIC SPECIALIST I MIS 686 5M4 6230 6542 6869 7211 POA-NS 0NIVWt,trL a FORENSIC SPECIALIST II 705 705 6510 6835 7176 7535 7913 SEIU6 04175 GENERAL MAINTENANCE AIDE 585 585 3622 3813 3%4 4194 4404 4624 4M8 BELI 6 04190 GENERAL MAINTENANCE LEADER 646 646 4882 5126 5M2 500 5M4 6230 6542 SEIU 6 01010 GENERAL MAINTENANCE SUPERVISOR 677 6w 508 5963 6260 6574 6M3 7247 709 SEIU6 041M GENERAL MAINTENANCE WORKER 625 625 4404 4624 4858 5101 5M6 5623 5905 SEIU6 021M GIS ADMINISTRATOR 712 712 6735 7073 7427 7M9 8189 8599 9029 SEIU6 02192 GIS SYSTEMS ANALYSTPROGRAMMER 694 694 6170 6478 6811 7141 7499 7875 8M9 SEIU 6 015M GRAPHICS DESIGNER 1 628 628 4470 4694 4MD 5176 5434 5706 5%2 SEIU 6 02400k GRAPHICS DESIGNER 11 BAB 6" 4MD 5176 5434 5M6 5%2 6291 6606 ADMIN MGMT-NS 037M HOMELESS SERVICES MANAGER (AM)" AM764 AM764 9752 102M 107M 112M 118W SEIU6 01881 HOUSING AUTHORITY AIDE 559 559 3192 3352 3519 3695 3880 4074 408 BELI6 01885 HOUSING AUTHORITY ANALYST 685 685 595 6200 6510 6835 7176 7535 7913 SEIU6 076M HOUSING AUTHORITY COORDINATOR 748 7" 8029 8431 8M3 9296 9770 102M 10771 SEIU6 027M HOUSING AUTHORITY OPERATIONS SIIPV. 706 706 6542 6869 7211 7571 7951 8M9 8767 MID M-NS 024M HOUSING DIVISION MANAGER (MM) MW22 MW22 9M9 - 10947 - 13669 SEIU6 075M HOUSING PROGRAMS AIDE 597 597 3M1 4034 4236 4448 401 496 5151 SEIU6 01840 HOUSING PROGRAMS ANALYST 706 706 6542 6869 7211 701 7951 8M9 Sift) SEIU6 00520 HOUSING PROGRAMS COORDINATOR 748 748 8029 8431 8853 9296 9WO 10258 1071 SEIU 6 018M HOUSING SPECIALIST 1 610 610 4091 4296 4511 4741 4978 5226 5488 SEIU 6 01900k HOUSING SPECIALIST 11 631 631 4533 4764 5002 5252 5515 5M6 6080 UC OM69 HUMAN RESOURCES ADMINISTRATIVE ASSISTANT(UC•' S81 581 3987 4187 4397 4616 4M8 5091 UC 015M HUMAN RESOURCES ANALYST (UC" 663 6R3 5%6 6256 6566 68J5 7239 7601 UC OOMO HUMAN RESOURCES SECRETARY(UCr 589 589 4150 4MB 406 4813 5047 5297 UC O7070 HUMAN RESOURCES SPECIALIST (UC" 581 581 3987 4187 4397 4616 4848 5091 UC 01525 HUMAN RESOURCES SYSTEMS ANALYST (UC)" )OB 708 7419 7791 8179 8588 9016 9467 See Mt the ExhibiN A, a� Bbr MM:(Mid Mgmt), EM:(Exea Mgmt), mspediveN. Page 6 &24 55A-12 UNIT CODE JOB CODE JOB TITLE 7/1/W19 10112019 RANGE NO, AAA AA MONTHLY SALARY RATE RANGES A B C D E UC 01250 HUMAN RESOURCES TECHNICIAN (UC)" 622 622 4873 5116 5376 5644 5927 6223 MID M-NS 00960 INFORMATION SERVICES AND NETWORK MANAGER(MM) MW22 MW22 9209 - 10947 - 13669 SEIU6 02670k INFORMATION SERVICES REPRESENTATIVE 621 621 4317 4533 4764 5002 5252 5515 5790 BELI6 041M INSTRUMENT TECHNICIAN 653 653 5051 5304 5569 5847 6140 6446 6768 PMA-NS 03231 JAIL ADMINISTRATOR(RM) M852 M852 13342 14009 14709 15444 16216 BELI 6 OT090 LEAD ACCOUNTING ASSISTANT 641 641 4764 5002 5252 5515 5790 6080 6384 SEW 6 O7628 LEAD CORRECTIONAL RECORDS SPECIALIST 610 610 4091 4296 4511 4741 4978 5226 5488 SEW 6 07110 LEAD POLICE RECORDS SPECIALIST 620 620 4296 4511 4741 4978 5226 5488 5762 UC 070M LEGAL OFFICE ASSISTANT(UCr 5" 544 3330 3496 302 3854 4048 4250 UC 071M LEGAL SECRETARY (UC)— 588 588 4128 4336 4553 4781 5020 502 SEIU6 051101, LIBRARIAN 656 656 5126 5382 500 5934 6230 6542 6869 SEIU6 07440 LIBRARY AIDE 518 518 2613 2744 2881 3025 3176 3335 3501 MID M-NS 051% LIBRARY OPERATIONS MANAGER(MM) MW17 MW17 8138 - 901 - 12082 SEIU6 050501, LIBRARY SERVICES ASSISTANT 558 558 3176 3335 3501 306 3861 4054 4257 EXEC-NS 01561 LIBRARY SERVICES DIRECTOR (END EM33 EM�3 10211 121M 14428 UC 070M LITIGATION ASSISTANT(UC)" 610 610 4594 4824 5065 5324 5590 5868 SEIU6 070M LOAN SPECIALIST 658 658 5176 5434 5706 5992 6291 6606 6937 SEIU6 07170 MAIL CLERK/MESSENGER 539 539 2896 3040 3192 3352 3519 3695 3880 SEIU6 OO740 MAINTENANCE ASSISTANT %1 561 3221 3381 3550 3728 3915 4111 4317 SEIU6 04050 MAINTENANCE WORKER I 581 581 3550 3728 3915 4111 4317 4533 4764 SEIU6 04060bbts MAINTENANCE WORKER II 606 606 4014 4215 4426 4648 4882 5126 5382 UC 012M MANAGEMENT AIDE UC)— 642 642 5376 5644 5927 6223 6534 6862 UC 017M MANAGEMENT ANALYST(UCr 668 668 6103 6407 6729 7055 7419 7791 UC OO750 MANAGEMENT ASSISTANT (EXEMPT) (UCr 668 668 6103 6407 6729 7065 7419 7791 COUNCIL 08210 MAYOR 1000 - - - - SEIU6 01210 METER READER COLLECTOR 606 606 4014 4215 4426 4648 4882 5126 5382 SEIU6 00970 MICRO SYSTEMS PROGRAMMER 702 702 6415 6735 7023 7422 7799 8189 8599 BELI6 00020 MICRO SYSTEMS TECHNICIAN 642 642 4287 5026 508 5542 5818 6110 6415 BELI 6 04335 NEIGHBORHOOD IMPROVEMENT PROJECTS SPECIALIST 687 687 5963 6260 6524 Sala 7247 7609 7989 SEIU6 06450 NETWORK ENGINEER 742 742 7799 8189 8599 9029 9482 9955 10453 SEIU6 06a0 NETWORK SPECIALISTANAN SYSTEMS ADMINISTRATOR 702 702 6415 6735 703 7427 7299 8189 8599 SEIU6 06440 NPDES MANAGER 728 728 7283 7647 8029 8431 8853 9296 9720 SEIU6 071M OFFICE ASSISTANT SW 560 3205 3365 3533 3710 3896 4091 4296 SEIU6 071% OFFICE SPECIALIST 535 535 2838 2980 3129 3285 3449 3622 3803 SEIU6 003% OFFICE SUPERVISOR 629 629 4493 4718 4954 5ML 5461 5734 6021 UC 01670 PARALEGAL (EXEMPT)(UC)" 623 623 4897 5142 5402 5672 5956 6256 SEIU6 Dam PARK MAINTENANCE AIDE 459 459 — — — 2268 2381 2500 2626 SEIU6 03610 PARK RANGER 646 646 4882 5126 5382 5650 5934 6230 6542 BELI6 Dam PARK SERVICES INSPECTION SUPERVISOR 678 678 5706 5992 6291 606 6937 7283 7617 SEIU6 041M PARK SERVICES INSPECTOR I 586 SIX 3640 3822 4014 4215 4426 4648 4882 SEIU6 0410fi PARK SERVICES INSPECTOR II 630 630 4511 4741 4978 5226 5488 5762 6050 POA-NS 03900pp PARKING CONTROL OFFICER 625 625 4404 4624 4858 5101 5356 See at� ExhibB A,a� Bfor MM:(MU Mgmt), EM(Exeo Mgmt), mspediveN. Page J of 24 55A-13 71112019 10112019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C D E CODE CODE JOB TITLE NO, BELI6 02890 PARKING METER OPERATIONS SUPERVISOR 644 644 4834 5076 5330 5596 5876 6170 6478 SEW 6 07160 PARKING METER TECHNICIAN I 589 589 3695 3880 4074 4278 4493 4718 4954 SEW 6 00080k PARKING METER TECHNICIAN II 619 619 4278 4493 4718 4954 5201 5461 5734 ADMIN MGMT-NS 07405 PAYROLL MANAGER (AM)^ AM750 AM750 9106 9562 10)41 10544 11070 UC 07400 PAYROLL SYSTEMS ANALYST(UCr 708 708 7419 7T91 8179 8588 9016 9467 UC 07410k PAYROLL TECHNICIAN (UCr 622 622 4873 5116 5376 5644 5927 6223 SEW 6 07200 PERMIT SERVICES PROCESSOR 605 605 3994 4194 4404 4624 4858 5101 5356 SEW 6 025M PERMIT SERVICES SUPERVISOR 693 693 6140 6446 6768 7107 7463 7837 8229 SEIU6 025M PERMIT SERVICES TECHNICIAN 657 657 5151 5408 5678 5963 6260 6574 6903 SEIU6 D0050 PLANNING ASSISTANT 647 647 4906 5151 5408 5678 5963 6260 6574 BELI6 073M PLANNING COMMISSION SECRETARY 628 628 4470 4694 4930 5176 5434 5706 5992 MID M-NS 025M PLANNING MANAGER (MM) MW26 MW26 10165 - 12082 - 15086 SEIU6 02320q PLUMBING INSPECTOR 668 668 5434 5706 5%2 6291 6606 6937 7283 PMA-NS 00181 POLICE ADMINISTRATIVE BUDGET MANAGER (RM) M816 M816 11198 11757 12345 12963 13611 PMA-NS 00180 POLICE ADMINISTRATIVE MANAGER(RM) M793 M793 10005 10506 11031 115M 121U POA-NS 03600 POLICE ATHLETIC/ACTIVITIES LEAGUE ASSISTANT CUR 654 654 5076 5330 5596 5876 6170 PMA-SWORN 03360 POLICE CAPTAIN(RMr— M873 M873 147M 15520 16298 17113 1T969 EXEC -SWORN 03390 POLICE CHIEF(EM) EM47 EM47 14428 - 171M - 20388 PMA-NS 03370 POLICE COMMUNICATIONS MANAGER ISM) MTIB MT8 9296 97I0 10258 1071 11310 POA-NS 06180 POLICE COMMUNICATIONS SUPERVISOR 720 720 7005 7355 7723 8109 8515 POA-NS OO780 POLICE COMMUNITY SERVICES SPECIALIST 675 675 5623 5905 62W 6510 6835 MA-NS 00799 POLICE EVIDENCE AND SUPPLY SPECIALIST 658 658 5176 5434 57)6 5%2 6291 POA-NS 00801 POLICE EVIDENCE AND SUPPLY SUPERVISOR 678 678 5706 5%2 6291 6606 6937 SEW 6 06290 POLICE FISCAL OFFICER 705 705 6510 6835 7176 7535 7913 8309 8725 SEW 6 06295 POLICE FISCAL SERVICES SUPERVISOR 674 674 5596 5876 6170 6478 6801 7141 7499 UC 07210 POLICE HUMAN RESOURCES SPECIALIST (UC)" 602 602 4419 4641 4873 5116 5376 5644 POA-NS 007908 POLICE INVESTIGATIVE SPECIALIST 675 675 5623 5905 6200 6510 6835 PMA-SWORN 03350 POLICE LIEUTENANT(RM)— M839 M839 12532 131M TM16 14507 15232 MA -SWORN 03200yddelrrls/t POLICE OFFICER 731 731 7391 7751 8149 8557 8985 POA-NS 01100 POLICE PHOTONIDEO SPECIALIST 670 670 5488 5762 6050 6353 600 POA-NS 00800 POLICE PROPERTY AND EVIDENCE SUPERVISOR 08 678 5706 5%2 6291 606 6937 SEW 6 072M POLICE RECORDS SPECIALIST 98 578 3501 306 3861 4054 4257 4470 4694 SEW 6 072M POLICE RECORDS SUPERVISOR 645 645 4858 5101 5356 5623 5905 6200 6510 MA-NS 03670 POLICE RECRUIT 684 684 5876 6170 6478 6801 7141 MA -SWORN 0mffltlleellt POLICE SERGEANT 774 774 9117 90710055 10558 110M MA-NS 03800 POLICE SERVICE OFFICER 655 655 5101 5356 5623 5905 6200 MA-NS 03680tl POLICE SERVICES DISPATCHER 680 680 5762 6050 6353 600 7005 PMA-NS 02931 POLICE SYSTEMS MANAGER(RM) M816 M816 111% 11757 12345 12963 13611 BELI6 06475 POLICE SYSTEMS SUPPORT ANALYST 728 728 7283 7647 8029 8431 8853 9296 9T0 MID M-NS 02129 PRINCIPAL CIVIL ENGINEER(MM) MW25 MW25 9916 - 11787 - 14721 ADMIN MGMT-N5 01519 PRINCIPAL HUMAN RESOURCES ANALYST (AM)" AM737 AM737 8545 8971 9421 9893 10388 SEW 6 05115 PRINCIPAL LIBRARIAN 679 6T9 5734 6021 6322 6638 6971 7319 7685 ADMIN MGMT-NS 00151 PRINCIPAL MANAGEMENT ANALYST (AM)" AM734 AM734 8423 8843 9286 9752 102M See at� ExhibiN A, a� B for MM:(Mid Mgmt), EM(Exe Mgmt), mspediveN. Page 8 of 24 55A-14 UNIT CODE JOB CODE JOB TITLE 7IV2019 1N12019 RANGE NO. AAA AA MONTHLY SALARY RATE RANGES A B C D E ADMIN MGMT-NS 02471 PRINCIPAL PLANNER (AM)" AM760 AM760 9562 10041 10544 11070 11623 SEIU6 02630 PRINCIPAL PROGRAMMER ANALYST 742 742 7799 8189 8599 9029 9482 9955 1D453 SEW 6 014M PROGRAMMER ANALYST 702 7O2 6415 6735 7073 7427 7799 8189 8599 ADMIN MGMT-NS 06145 PROJECT MANAGEMENT OFFICER (AM)^ AM784 AM784 10M 112M 11857 12451 13073 SELI6 0614Mb PROJECTS MANAGER TO 727 7247 7609 7989 8389 8809 9250 9721 SEIU6 072M PROPERTY CONTROL SPECIALIST 606 606 4014 4215 4426 4648 4882 5126 5382 ADMIN MGMT-NS 018M PUBLIC AFFAIRS INFORMATION OFFICER (AM) AM743 AM743 8801 9242 9704 10189 10701 SEIU6 OQ40 PUBLIC WORKS CREW LEADER 646 646 4882 5126 5362 5650 5934 6230 6542 BELLI 6 04519 PUBLIC WORKS DISPATCHER 592 592 3747 3935 4132 4339 4556 4787 5026 SEIL6 04344 PUBLIC WORKS PROJECT MANAGER 778 778 9296 900 102M 10771 11310 11875 124M SEIU6 04340bb PUBLIC WORKS PROJECTS SPECIALIST 689 689 6021 6322 608 6971 7319 7685 8069 SEIU6 05030 PUBLIC WORKS SAFETY COORDINATOR 685 685 5905 SAM 6510 6835 7176 7535 7913 SEIU6 070M PURCHASING ASSISTANT 59T 597 3841 4034 4236 4448 4610 496 5151 SEIU6 01345 PURCHASING SPECIALIST 60T 607 4034 4236 4448 401 4906 5151 5408 SEW 6 013Q PURCHASING SUPERVISOR 716 716 6869 7211 701 7951 8349 8767 9205 POA-NS 03820 RANGEMASTER 655 655 5101 5356 5623 5905 SAM SEIU6 00060 RECEPTIONIST 574 574 3432 3604 3784 3974 4173 4382 4601 SEIU6 074W RECORDS SPECIALIST 601 601 3915 4111 4317 4533 4764 5002 5252 SEIU6 05310 RECREATION LEADER 546 546 2%5 3144 3W2 3467 3640 3802 4014 SEIU6 05330 RECREATION PROGRAM COORDINATOR 626 626 4426 4648 4882 5126 5382 5650 5934 SEIU6 072M REPROGRAPHIC EQUIPMENT OPERATOR 568 568 3335 3501 3676 38fi1 4054 4257 4470 SEIU6 0010 RESIDENTIAL CONSTRUCTION SPECIALIST 667 667 5408 5678 5963 6260 604 6903 7247 SEIU6 01870 REVENUE AND CONTRACT COMPLIANCE AUDITOR 692 692 6110 6415 6735 7073 7427 7799 8189 SEIU6 01875 REVENUE AND CONTRACT COMPLIANCE EXAMINER 688 688 5992 6291 6606 6937 7283 7647 8@9 SEW 6 076M REVENUE PROCESSING ASSISTANT 08 578 3501 3626 3861 4054 4257 4470 4694 SEIU6 01090 REVENUE SUPERVISOR 60 663 5304 5569 5847 6140 6446 6768 7107 UC 017M RISK MANAGEMENT ANALYST(UC)" 652 652 5644 5927 603 6534 6852 7203 UC 017M RISK MANAGEMENT ASSISTANT(UC)^ 571 571 3T97 3%7 4187 4397 4616 4848 ADMIN MGMT-NS 01751 RISK MANAGEMENT SUPERVISOR (AM)— AM723 AM723 7%1 8381 8801 9242 9704 UC 01755 RISK MANAGEMENT TECHNICIAN(UCr 60 60 4873 5116 5376 5644 5927 603 MID M-NS 01750 RISK MANAGER(MM) MW22 MW22 9209 - 10947 - 13669 SEIU6 0000 SANITATION INSPECTOR I 617 617 4236 4448 4671 4906 5151 5408 508 SEW 6 0010 SANITATION INSPECTOR II 658 658 5176 5434 5706 5992 6291 606 6937 SEIU6 07270 SECRETARY 6Q5 605 3994 4194 4604 4624 4858 5101 5356 ADMIN MGMT-NS 01071 SECRETARY TO THE CITY MANAGER(AMr 666 AM682 6534 6862 7203 7563 7943 SEW 6 01055 SECURITY ELECTRONICS TECHNICIAN 681 681 5790 6080 6384 6702 7039 7391 7761 SEW 6 074N SENIOR ACCOUNTANT 705 705 6510 6835 7176 7535 7913 8309 8725 SEW 6 07280k SENIOR ACCOUNTING ASSISTANT 60 60 4339 4556 4787 SUP 508 5542 5818 SEIU6 OM16 SENIOR ACCOUNTING ASSISTANTISYSTEMS TECHNICIAN 60 60 4339 4556 4787 5026 508 5542 5818 MID M-NS 016M SENIOR ASSISTANT CITY ATTORNEY(MM) MW28 MW28 10678 - 12691 - 15851 ADMIN MGMT-NS 00494 SENIOR BUDGET ANALYST (AM)- 697 AMTOJ 7383 7752 8138 8545 8971 SEIU6 02330q SENIOR BUILDING INSPECTOR 693 693 6140 6446 6768 7107 7463 7837 809 SEIL6 02131m SENIOR CIVIL ENGINEER T8 778 9296 97J0 102M 10771 11310 11875 124M SEIL6 06431q SENIOR COMBINATION BUILDING INSPECTOR 693 693 6140 6446 6768 7107 7463 )83) 809 See at� EhibiN A, a� Bfor MM:(Mid Mgmt), EM(Exeo Mgmt), mspediveN. Page 9 of 24 55A-15 7I1I2019 10112019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C D E CODE CODE JOB TITLE NO, SEIU6 075M SENIOR COMMUNITY DEVELOPMENT ANALYST 711 711 6702 7039 7391 7761 8149 8557 8985 SEIU6 07610 SENIOR COMMUNITY PLANNER 737 737 7609 7989 8389 8809 9250 9721 10207 SEIU6 02239u SENIOR CONSTRUCTION INSPECTOR 693 693 6140 6446 6768 7107 7463 7837 8229 SEIU6 076M SENIOR CORRECTIONAL RECORDS SPECIALIST 595 5% 3M3 3994 4194 4404 4624 4858 5101 SEIU6 072M8 SENIOR DEPUTY CLERK OF THE COUNCIL 660 660 5M 5488 5762 6050 6353 600 TMS SEIU 6 02340q SENIOR ELECTRICAL INSPECTOR 693 693 6140 6"0 6768 7107 7463 7837 8229 SEIU6 0218Dq SENIOR ELECTRICAL SYSTEMS SPECIALIST 687 687 5963 6260 6574 6M3 7247 7609 7989 SEIU6 02111m SENIOR ENGINEER 778 778 9296 9AO 10258 10771 11310 11875 124M ADMIN MGMT-NS 00482 SENIOR FINANCIAL ANALYST(AM)" JOT AM717 7752 8138 8545 8971 9421 SEIU6 M840 SENIOR FLEET SERVICES SUPERVISOR 711 711 6702 7039 7391 7761 8149 8557 8985 BELI6 0260 SENIOR GRADING SPECIALIST 688 6M 5M2 6291 6606 6937 7283 7647 8029 SEIU6 018M SENIOR HOUSING SPECIALIST 674 674 5596 5876 6170 6478 6801 7141 7499 ADMIN MGMT-NS 01541 SENIOR HUMAN RESOURCES ANALYST (AM)" TOT AM722 7943 8341 8757 9195 907 UC 073M SENIOR HUMAN RESOURCES SPECIALIST (UC)" 602 602 4419 4641 4873 5116 5376 5644 UC 00770 SENIOR HUMAN RESOURCES TECHNICIAN (UC)— 642 642 5376 5644 5927 6223 6534 6862 SEIU6 02040 SENIOR LAND SURVEYOR 788 788 9720 102M 10771 11310 11875 124M 13093 UC DON SENIOR LEGAL MANAGEMENT ASSISTANT (EXEMPT) (UC)" 697 MT 7029 7383 7752 8138 8545 8971 UC 071M SENIOR LEGAL OFFICE ASSISTANT(UC)" 571 571 3797 3987 4187 4397 4616 4M8 UC 07310 SENIOR LEGAL SECRETARY(UC)" 610 610 4M4 4824 5065 5324 5590 5868 SEIU6 051091, SENIOR LIBRARIAN 662 662 508 5542 5818 6110 6415 6735 7073 SEIU6 05100 SENIOR LIBRARY TECHNICIAN(f) 616 616 4215 4426 4648 48M2 5126 5M2 5650 ADMIN MGMT-NS 00152 SENIOR MANAGEMENT ANALYST (AM)" 697 AMJOT 7383 7752 8138 8545 8971 UC 0630 SENIOR MANAGEMENT ASSISTANT (EXEMPT) (UC)-' MT 697 7029 7383 7752 8138 8545 8971 SEIU6 073M SENIOR OFFICE ASSISTANT 585 585 3622 3803 3M4 4194 4404 4624 4858 SEIU6 073M SENIOR OFFICE SPECIALIST MO 560 32M 3365 3533 3710 3896 4M1 4296 UC 01675 SENIOR PARALEGAL (EXEMPT)(UC)" 60 663 5956 6256 6566 6895 7239 701 SEIU6 06330 SENIOR PARK SERVICES INSPECTION SUPERVISOR 711 711 6702 7039 7391 7761 8149 8557 8985 POA-NS 01270 SENIOR PARKING CONTROL OFFICER 645 645 4858 5101 5356 5623 5M5 UC 07415 SENIOR PAYROLL TECHNICIAN (UC)" 642 642 5376 5644 5927 6223 6534 6862 SEIU 6 003Mmle SENIOR PLAN CHECK ENGINEER 778 778 9296 9nT 102M 10771 11310 11875 1240 SEIU6 02470 SENIOR PLANNER 743 743 7837 8229 8641 9073 9529 1M05 10506 SEIU6 023Mq SENIOR PLUMBING INSPECTOR 6M 6M 6140 6446 6768 7107 7463 7837 8229 SEIU6 02430q SENIOR PLUMBING/MECHANICAL SYSTEMS SPEC. fi8T 687 5963 6260 6574 6M3 7247 7609 7989 SELI 6 OM70 SENIOR POLICE RECORDS SPECIALIST 605 MS 3%4 4194 4404 4624 4858 5101 5356 SEIU6 01470 SENIOR PROGRAMMER ANALYST 722 722 7073 7427 7799 8189 8599 9029 9482 SEIU6 01640 SENIOR RECEPTIONIST 604 604 3974 4173 4M2 401 4834 5016 SMD SEIU6 DOW SENIOR RESIDENTIAL CONSTRUCTION SPECIALIST fi87 687 5963 6260 6574 6M3 7247 76R9 7989 SEIU6 009Mk SENIOR SYSTEMS ADMINISTRATOR 6% 695 62M 6510 6835 7176 7535 7913 8309 SEIU6 02151m SENIOR TRAFFIC ENGINEER 778 778 9296 9JJ0 102M 10771 11310 11875 124M SEIU6 012Mm SENIOR TRANSPORTATION ANALYST 778 778 9296 9rO 102M 10771 11310 11875 12469 SEIU6 07776 SENIOR WATER SERVICES SUPERVISOR 712 712 6735 7073 7427 7799 8189 8599 9029 SEIU6 06240 SENIOR WATER SYSTEMS OPERATOR 03 673 5569 5M7 6140 6446 6768 7107 7463 EXEC-NS on19 SPECIAL ASSISTANT TO THE CITY MANAGER(EM) EMd7 EM-37 112M - TM97 - 15926 SELI6 01310 STOCK CLERK M1 601 3915 4111 4317 4533 4764 5M2 5252 See at� EhibiN A, a� Bfor MM(MM Mgmt), EM(Exeo Mgmt), mspediveN. Page 10 of 24 55A-16 711/2019 10112019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C D E CODE CODE JOB TITLE NO, SEIU6 013M STOREKEEPER 636 636 4648 4882 5126 5382 5650 5934 6230 SEIU6 01315 STORES AND CITY YARD PROPERTY SPECIALIST 636 636 4648 4882 5126 5382 5650 5934 6230 SEIU6 00115 STORMWATER COORDINATOR 698 698 6291 6606 6937 7283 7647 8029 8431 MID M-NS 02925 STRATEGIC COMMUNICATIONS MANAGER(MM) MW19 MW19 8550 - 1010 - 12691 SEIU 6 042m STREET LIGHTING MAINTENANCE WORKER 642 642 4787 5026 508 5542 5818 6110 6415 SEIU6 MOD STREET MAINTENANCE SUPERVISOR 678 678 5706 5%2 6291 6606 6937 7283 7647 SEIU6 041m STREET PAINTER 620 620 4296 4511 4741 4978 5226 5488 5762 SEIU6 OTSM SUPERVISING ACCOUNTANT 727 TD 7247 7609 7969 8389 8m9 9250 9721 SEIU6 0020 SUPERVISING BUYER 701 701 6384 6702 7039 7391 7761 8149 8557 SEIU6 05055 SUPERVISING LIBRARY SERVICES ASSISTANT SAD 5m 3710 3896 4m1 4296 4511 4741 4978 SEIU 6 07470 SUPERVISING PARK RANGER 671 671 5515 5nO 6080 6384 6702 7039 7391 ADMIN MGMT-NS 02371 SUPERVISOR OF INSPECTIONS(AML- AM745 AM745 8885 9332 9T98 10289 10810 SEIU6 02070 SURVEY PARTY CHIEF 700 700 6353 66-0 70)5 7355 7723 8109 8515 SEIU6 02050 SURVEY PARTY TECHNICIAN I 636 636 4648 4882 5126 5382 5650 5934 6230 SEIU6 0mm SURVEY PARTY TECHNICIAN II 60 60 5408 5678 5963 6260 604 6m3 7247 SEIU6 00120 SYSTEMS ADMINISTRATOR 663 663 5304 5569 5847 6140 6446 6768 7107 SEIU6 06470 SYSTEMS SUPPORT ANALYST 722 722 7O73 7427 7799 8189 8599 9029 9482 SEIU6 01060 SYSTEMS TECHNICIAN 603 603 3954 4152 4360 409 4810 5051 5304 SEIU6 OO710 TELECOMMUNICATIONS COORDINATOR 704 704 6478 6m1 7141 7499 7875 8269 8683 SEIU6 O7140 TELECOMMUNICATIONS CUSTOMER SERVICE REP. 616 616 4215 4426 4648 4882 5126 5382 5650 SEIU6 028m TENANT SERVICES TECHNICIAN 603 603 3954 4152 4360 4579 4810 5051 5304 POA-NS 00860 TRAFFIC SERVICES SPECIALIST 675 675 5623 5m5 62m 6510 6835 UC 012m TRAINING COORDINATOR(UC)" TOT TOT 7383 7752 8138 8535 8971 9421 MID M-NS 00200 TRANSIT PROGRAM MANAGER (MM) MW25 MW25 9916 - 11787 - 14721 MID M-NS 01080 TRANSPORTATION MANAGER (MM) MW25 MW25 9916 - 11787 - 14721 MID M-NS 01170 TREASURY AND CUSTOMER SERVICES MANAGER(MM) MW22 MW22 9209 - 10947 - 13669 SEIU6 01165 TREASURY SERVICES SPECIALIST 646 646 4882 5126 5382 5650 5934 6230 6542 SEIU6 070M TREASURY SERVICES SUPERVISOR m1 661 5252 5515 5T90 6080 6384 6702 7019 SEIU6 04330bb TREE MAINTENANCE SUPERVISOR 6T 07 508 5963 6260 6574 6m3 7247 7609 SEIU6 0417Obb TREE TRIMMER 620 620 4ZM 4511 4741 4978 5226 5488 5762 SEIU6 01215 UTILITIES BILLING/SYSTEMS TECHNICIAN 615 615 4194 4404 4624 4858 5101 5356 5623 SEIU6 01219 UTILITIES CUSTOMER SERVICE SUPERVISOR 652 652 5026 508 5542 5818 6110 6415 6735 SEIU6 omm VIDEO TECHNICIAN 664 664 5330 5m6 5876 6170 6478 6m1 7141 SEIU6 OTIm WATER SERVICES CREW LEADER 652 652 5026 508 5542 5818 6110 6415 6735 SEIU6 07I55 WATER SERVICES METER REPAIRER I 611 611 4111 4317 4533 4764 50)2 5252 5515 SEIU 6 07756 WATER SERVICES METER REPAIRER II 630 630 4511 4741 4978 5226 5488 5762 6050 SEIU6 07795 WATER SERVICES PRODUCTION SUPERVISOR 662 662 5818 6110 6415 6T35 7073 7427 7799 SEIU6 07760 WATER SERVICES QUALITY COORDINATOR 703 703 6446 6768 7107 7463 7837 8229 8641 SEIU6 0T65 WATER SERVICES QUALITY INSPECTOR 662 662 508 5512 5818 6110 6415 6735 7073 SEIU6 OT70 WATER SERVICES QUALITY SUPERVISOR 686 686 5934 6230 6512 6869 7211 791 7951 SEIU6 O7775 WATER SERVICES SUPERVISOR 686 FES 5934 6230 6542 6869 7211 701 7951 SEIU6 OTIm WATER SERVICES UTILITY INSPECTOR 662 662 508 5542 5818 6110 6415 6735 7073 SEIU6 07785 WATER SERVICES WORKER I 586 586 3640 3822 4014 4215 4426 4648 4882 See at� EhibiN A, a� Bfor MM(Mid Mgmt), EM(Exeo Mgmt), mspediveN. Page 11 of 24 55A-17 7I1I2019 10112019 MONTHLY SALARY RATE RANGES UNIT JOB RANGE AAA AA A B C B E CODE CODE JOB TITLE NO, SEIU6 0TJ90 WATER SERVICES WORKER II 611 611 4111 4317 4533 4764 5002 5252 5515 SEIU6 04540 WATER SYSTEMS ELECTRICIAN 673 673 5569 5847 6140 6446 6768 7107 7463 SEIU6 00880 WATER SYSTEMS OPERATOR I 614 614 4173 4382 4601 4834 5076 5330 5596 SEIU6 00920 WATER SYSTEMS OPERATOR II 04 634 4601 4834 SUB 5330 5596 5876 6170 SEIU6 04530 WATER SYSTEMS OPERATOR III 648 6" 4930 5176 5434 5706 5992 6291 6606 SEIU6 01006 WEB SYSTEMS TECHNICIAN 603 603 3954 4152 4WD 4579 4810 5051 5304 SEIU6 01005 WEBSITE ENTRY SPECIALIST 576 576 3467 3640 3822 4014 4215 4426 4648 SEIU6 023M WORK CENTER COORDINATOR 747 747 7989 8389 8809 9250 9721 10207 10717 SEIU6 08371 WORKFORCE SPECIALIST I 603 603 3954 4152 4WD 4579 4810 5051 5304 SEIU6 083721, WORKFORCE SPECIALIST II 60 627 4448 4671 4906 5151 5408 508 5%3 SEIU6 08373k WORKFORCE SPECIALIST III 647 647 4906 5151 5408 5678 5963 SOW 6574 SEIU6 08374 WORKFORCE SPECIALIST IV 702 702 6415 6735 7073 )42) 7799 8189 85W SEIU6 05312 YOUTH SERVICES SUPERVISOR 692 692 6110 6415 6735 7073 7427 7799 8189 SEIU6 05313 YOUTH SERVICES TECHNICIAN 5% 5% 3822 4014 4215 4426 4648 4882 5126 SEIU6 05470 ZOO ANIMAL REGISTRAR COS 606 4054 4257 4470 404 4930 5176 5434 SEIU6 05430 ZOO CURATOR 658 658 5176 5434 5706 5%2 6291 606 6937 SEIU6 05450 ZOO CURATOR OF EDUCATION 662 662 508 5542 5818 6110 6415 6735 7073 SEIU6 00930 ZOO EDUCATION SPECIALIST 613 613 4152 4WD 4579 4810 5051 5304 5569 SEIU6 05460 ZOO KEEPER AIDE 518 518 2613 2744 2881 3025 3176 W35 3501 SEIU 6 05420 ZOO KEEPER 1 578 578 3501 3676 3861 4054 4257 4470 404 SEIU 6 05410 ZOO KEEPER 11 608 608 4054 4257 4470 4694 4930 5176 5434 MID M-NS 05,fm ZOO MANAGER (MM) MW22 MW22 9209 - 10947 - 13669 BELI6 05,fW ZOO OPERATIONS COORDINATOR 632 632 4556 4787 5026 508 5542 5818 6110 'Per Contract. 'AM and CASA Rate Rages Fro en as of 1UlIM14 and No Linger Refledetl on the Current Salary Scb cluk Matrix. CASA, SAMA, SEIU Salary Increase Retmactive 711/2019 See Mtachetl Exhibits A, and B for MM(Mid Mgmt), EM(Exec Mgmt), respectively. Page 12 of 24 55A-18 CLASS TITLES AND WAGE RATES FOR REPRESENTED CATEGORIES OF NON -CIVIL SERVICE PART-TIME EMPLOYMENT BASIC HOURLY WAGE RATES EFFECTIVE 1/112020 UNIT CODE JOB CODE JOB TITLE POSNO. STEP A STEP B STEP C STEP D STEP E SEIU PT 09041 ACCOUNT CLERKI 2936 1950 2045 214] 2255 236] SLID PT 09042 ACCOUNT CLERK II 29A 21.57 22.64 23.80 24.96 2621 SLID PT 09A0 ADMINISTRATIVE AIDE 2917 2472 25.% 2725 2862 M05 SLID PT 09000 ANIMAL KEEPER 2761 -- -- 13.39 1406 1475 SLID PT 09010 ANIMAL KEEPER It 2762 1409 14A 15.53 16.30 17.11 SLID PT 08361 ASSISTANT SPECIAL EMPLOYMENT COUNSELOR -- 1349 14.18 1489 1562 SLID PT 08362 ASSOCIATE SPECIAL EMPLOYMENT COUNSELOR 1447 15.19 1596 1676 17.59 SLID PT N215 BUILDING MAINTENANCEASST. 2125 22.30 2342 2462 2581 SLID PT 09040 CASHIER 2724 -- -- 13.14 1383 14.50 SLID PT 090611 CLERICALAIDE 2763 1394 1464 1540 16.18 1695 SLID PT 09080 CLERK TYPISTI 2764 15.32 1609 16.90 1775 1862 SLID PT 09090 CLERK TYPIST II 2765 1801 1890 1985. 20.85 2186 SLID PT 09800 COMBINATION INSPECTOR W97 3020 3169 33.30 M95 W72 SLID PT 091W COMMUNITY CENTER AIDE 2766 1841 1933. 20.30 21.32 P 39 SLID PT 096M COMPUTER TECHNICIAN 2859 1965 2063 2167 2 76 2391 SLID PT N780 CUSTOMER SERVICE CLERK Z03 2025 2125 22.31 2343 2462 SLID PT 09120 DATA ENTRY CLERK 27M 1679 1764 18.55 1946 2044 SLID PT 09140 EQUIP. SVC. ATTENDANT 2769 1890 1982 2085 21K 22.97 SLID PT 091W GRAPHICS AIDE 2728 1378 1447 15.19 1596 1676 SLID PT 09750 HOUSING AUTHORITY ASST 2993 2175 22.83 23.N 25.19 2646 SLID PT 09755 INFORMATION DESK CLERK 3456 1580 16.57 1741 18.30 1919. SLID PT 09170 JANITOR 2771 1549 1626 17.07 1792 1884 SLID PT 09180 HBRARIAN(PART -TIME) 2731 22.53 2365 2484 2609 2739 SLID PT 09190 DBRARY ASSISTANT 2772 1896 1991 20.90 2196 2307 SLID PT 092M LIBRARY CLERK 2773 1580 16.57 1741 1830 1919. SLID PT 09210 LIBRARY CLERK II 2732 1750 18.37 1927 20.25 2125 SLID PT 09230 MAINTENANCE ATTENDANT 27M 1300 -- -- -- --- SLIDPT01205 MEDIA RELATIONS SPECTADST 19% 20.54 21.55 22.63 23A SLID PT 09280 MOBILE DBRARY CLERK 2774 1925 2925 2123 2 30 2342 SLID PT 09 5 MUNICIPALUTLTY READERICOLL. W27 1937 20.34 2134 22.42 2354 SLID PT 09290 PAGE 2775 1300 -- -- -- --- SLIDPT09740 PAINTER 2874 18.36 1925 2024 2123 22.30 SLID PT 09300 PARK MAINTENANCE ASST. 2776 1641 1724 18.11 1902 19% SLID PT 03615 PARK RANGER (PART TIME) 28M 2724 2861 30.03 31.55 33.14 SLID PT N310 PARK SECURITY GUARD 2735 1965 2063 2167 22.76 2391 SLID PT 09313 PARKING METER MAINTENANCEAIDE 1782 1872 1967 2064 2168 SLID PT 09505 PERMIT PARKING AIDE 2989 20M 2195 2307 2420 2541 SLID PT 09135 PLANNING TECHNICIAN W59 2484 2607 27M 2875 30.20 SLID PT 09320 POLICE RECORDS CLERK I 27A 1687 1].]2 18M 1955. 2052 SLID PT 093M POLICE RECORDS CLERK II 2778 18.W 1925 2025 2123 22.30 SLID PT 09340 POICESUPPLY CLERK 27M 1841 19.33 20. 30 21.32 22.39 SLID PT 081W PROGRAM COORDINATOR 2739 1595 1674 1757 1845 1941 SLID PT 09350 PROGRAM LEADER 2779 1300 -- -- -- --- SLID PT 09360 PROGRAM LEADER II 2780 -- -- -- -- 13.37 SLID PT 07435 PUBHCWORKS RECORDS ASSISTANT 32W 2328 2446 2569 2697 28.31 Page 13 of 24 55A-19 CLASS TITLES AND WAGE RATES FOR REPRESENTED CATEGORIES OF NON -CIVIL SERVICE PART-TIME EMPLOYMENT BASIC HOURLY WAGE RATES EFFECTIVE 11112020 UNIT CODE JOB CODE JOB TITLE POSNO. STEP A STEP B STEP C STEP D STEP E SEIU PT 09720 PURCHASING CLERK 2760 1942 2039. 2143 22.49 2360 SEIU PT 09395 RECREATION FACILITY ATTENDANT 3579 1641 1724 18.11 1902 19% SEIU PT 09900 RIGHT OF WAY TECHNICIAN 3096 1562 1641 17M 18.10 18% SEIU PT 097I1 SENIOR ADMINISTRATIVE AIDE 3124 2721 28.% 2 % 3149 3308 SEIU PT 09070 SENIOR CLERICAL AIDE 2782 1580 16.57 1741 18.M 1919. SEIU PT 09400 SENIOR PROGRAM LEADER 2783 1304 1364 14.M 1507 15.82 SEIU PT 09430 SPECIAL EVENTS LEADER I 2746 -- 13.54 1399 1470 1544 SEIU PT 09440 SPECIAL EVENTS LEADER H 2]4] 1549 1626 170 17 92 18M SEIU PT 08170 SR. LIBRARY ASSISTANT 2750 2013. 21.13 22.1] 23.30 2446 SEIU PT 09240 SR. MAINTENANCE AIDE I 2751 -- -- 1330 1396 1466 SEIU PT 09250 SR. MAINTENANCE AIDE If 2752 1369 1440 15.12 1585 1667 SEIU PT 0920 SR. MAINTENANCE WORKER 2753 17.18 1003 1894 1986 2087 SEIU PT 08370 SR. SPECIAL EMP. COUNSELOR 2754 1562 1641 17 26 18.10 18.98 SEIU PT 08410 SR. TUTOR 2755 1525 1603 16.81 1Z65 1856 SEIU PT 09460 STORES AIDE 2784 1803 1894 19.W 2087 2189 SEIU PT 07475 SUPERVISING PARK RANGER (PART TIME) 3025 3OA 32.33 53.95 3565 3742 SEIU PT 08420 TUTOR 2]5] -- 1349 14.18 1489 1562 SEIU PT 09960 WATER CONSERVATION REPRESENTATIVE 1595 1674 1].5] 1845 1941 CLASS TITLES AND WAGE RATES FOR SEASONAL AND OTHER UNAFFILIATED CATEGORIES OF NON CIVIL SERVICE PART-TIME EMPLOYMENT. PART TIME WORKERS EMPLOYED UNDER THE FOLLOWING CLASS TITLES SHALL RECEIVE WAGES BASED ON THE HOURLY PAY RATESAS SET FORTH BELOW. EFFECTIVE 1112020: BASIC HOURLY WAGE RATES EFFECTIVE 11112020 JOB CODE JOB TITLE POSNO. STEP A STEP B STEP C STEP D STEP E SEASONAL PT 08000 ADMINISTRATIVE INTERN 2]22 -- -- 13.51 14.7 1488 SEASONAL PT 08995 ANIMAL CONTROL OFFICER 3148 23% 25.16 26.42 2775 ZI 13 SEASONAL PT 09315 BACKGROUND INVESTIGATOR 3071 2845 29.8] 31.38 3294 34.60 SEASONAL PT 09790 BUDGET INTERN 3241 16.18 16% 1785 1872 19W SEASONAL PT 09316 COLD CASE INVESTIGATOR 3108 2845 29.8] 3138 3294 34.60 SEASONAL PT WO CORRECTIONAL SERVICES OFFICER 3257 2001 2101 2206 23.19 24.32 SEASONAL PT 09130 ENGINEERING INTERN 16.18 1699 1785 1872 19W SEASONAL PT 07605 FINGERPRINT EXAMINER 3111 ZIw 31.39 3294 M59 W32 SEASONAL PT 08500 FORENSIC BALLISTICS TECHNICIAN W85 24.56 258D 2709 2845 ZI87 SEASONAL PT 001 HUMAN RESOURCES CLERICALAIDE 1394 1464 1540 16.18 1695 SEASONAL PT 09545 JAIL TRANSPORTATION OFFICER 2580 2709 2845 ZI87 31.38 SEASONAL PT 08610 LAW CLERK 2729 15.10 1584 1663 1749 18.35 SEASONAL PT 08080 MANAGEMENT INTERN 2759 18W 1961 -- -- -- SEASONAL PT 08130 POLICECADET 2736 1300 -- -- -- -- SEASONAL PT 08135 POLICE RESERVE LEVEL 1 3187 2916 -- -- -- --- SEASONALPT08156 POLICE RESERVE LEVEL 2 31W 2083 -- -- -- --- SEASONALPT08137 POLICE RESERVE LEVEL 3 31M 1666 -- -- -- --- SEASONALPT08158 POD GE RESERVE SERG EANT 3189 3208 -- -- -- --- SEASONALPTBalm POLICE SPECIAL EVENTS OFFC. 2]3] 18.51 1944 2041 2144 22.53 SEASONAL PT 08140 POLICETRAINING FACILITATOR 2221 23.32 2449 2571 270 SEASONAL PT 09950 PROFESSIONAL STANDARDS INV 3099 2845 29.87 31.38 3294 34.60 Page 14 of 24 55A-20 SEASONAL PT 081W SR. ADMINISTRATIVE INTERN SEASONAL PT 08600 STUDENT INTERN 2749 14.72 1546 1626 1] 05 1789 2156 13 00 -- -- -- -- CLASS TITLES AND WAGE RATES FOR REPRESENTED CATEGORIES OF SANTA AM MANAGEMENT ASSOCIATION (SAMA) CIVIL SERVICE PART-TIME EMPLOYMENT BASIC HOURLY WAGE RATES EFFECTIVE 11112020 UNIT CODE JOB CODE JOB TITLE SCALE CODE STEP A STEP B STEP C STEP D STEP E SAMAAM-PTCS 01541 SR HUMAN RESOURCES ANALYST 722 AM-NSWN 4583 48.12 50.52 5305 55.71 CLASS TITLES AND WAGE RATES FOR REPRESENTED CATEGORIES OF CONFIDENTIAL ASSOCIATION OF SANTA ANA (CASA) CIVIL SERVICE PART-TIME EMPLOYMENT BASIC HOURLY WAGE RATES EFFECTIVE 11112020 UNIT CODE JOB CODE JOB TITLE SCALE CODE STEP AA STEP A CASA-PTCS 01250 HUMAN RESOURCES TECHNICIAN (UC) 622 UC 28.11 29.52 CLASS TITLES AND WAGE RATES FOR REPRESENTED CATEGORIES OF SEIU L0CAL721 - CITY OF SANTA ANA PART-TIME CIVIL SERVICE UNIT EMPLOYMENT BASIC HOURLY WAGE RATES EFFECTIVE 11112020 UNIT CODE JOB CODE JOB TITLE SCALECODE STEPAA STEP SLID PTCS U0270 ASSISTANT BUYER 621 26.15 2749 SLID PTCS 07180 OFRGE ASSISTANT 553 18T 1970 SLID PTCS O4860 PARK MAINTENANCE AIDE 452 -- -- SEIUPTGS 00050 PLANNING ASSISTANT 640 2872 30.15 SLID PTCS 07270 SECRETARY 598 23.39 24.56 SLID PTCS 07584 SENIOR COMMUNITY DEVELOPMENT ANALYST 704 3924 4120 STEP B STEP C STEP D STEP E 31.02 32.56 34.19 35.90 STEP B STEP C STEP D STEP E 28.86 30.30 3182 3340 2069 2172 22.81 2395 -- 1326 13.93 1463 31 86 3324 34.90 W 65 2579 2] 08 28 44 29.86 43M 4543 4771 50.10 Page 15 of 24 55A-21 SPECIAL COMPENSATION PROVISIONS: Lower case letters appearing next to certain occupational code numbers in the above listing refer to special compensation provisions, shown below, that may be applicable to certain incumbents of the classes of employment so identified. Note: SEIU MOU Article V section 7 Limitation on Assignment Pay Differentials Employees hired after August 31, 2010 or hired before August 31, 2010, who did not receive assignment pay under section 5.1 of this article prior to June 30, 2013, shall not be eligible to receive it. SEIU MOU Article V section 10 Limitation on Career Development Incentive Pay With the exception of employee classifications listed below", employees covered by this MOU and already receiving career development incentive pay under section 5.10 prior to June 30, 2012 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5.8 shall continue to receive said pay under the current career development incentive pay formulas. Employees who have not received career development pay prior to June 30, 2012 shall not be eligible to receive it. The employee classifications listed below' covered by this MOU and already receiving career development incentive pay under section 5.9 prior to June 30, 2013 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5.9 shall continue to receive said pay under the current career development incentive pay formulas. Employees in the classifications listed below who have not received career development pay prior to June 30, 2013 will not thereafter be eligible to receive it. "Associate Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer. (a) (Reserved) (b) Incumbents in the classifications of Fleet Services Technician I, II and III who possess nationally recognized certifications for Automotive Service Excellence Master Certification (ASE) and ASE Alternative Fuel, will be paid an assignment pay differential at a rate set five (5) salary rate ranges (approximately 2.5%) for said certification above their then current base monthly salary step. The restrictions set forth in Section 5.1.13 do not apply to this provision. (SEIU MOU Article V Section 1C) (c) (Reserved) (d) An incumbent in the class of Police Services Dispatcher who is continuously and regularly assigned to and actually performing in a lead supervisory and trainer capacity over an assigned shift of Police Services Dispatchers will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above his or her then current base monthly salary step. (POA MOU Article V Section 1A) (e) Personnel in the classifications of Fleet Services Technician I, II, III, and Fleet Services Supervisor, who maintain a valid State of California Commercial Driver's License and are assigned to an area that requires the possession of either a Class "A" or Class "B" license in the course and scope of their work shall be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (SEIU MOU Article V Section 1.C.3) (f) (Reserved) (g) (Reserved) (h) Incumbents in the classifications of: Code Enforcement Associate, Code Enforcement Officer, Code Enforcement Supervisor who obtain or possess a valid certificate in any of four Career Development Incentive areas shall receive incentive pay worth five salary rate ranges (approximately 2.5%) for each certificates not to exceed five (5) certificates or a total of twenty-five salary rate ranges (approximately 12.5%). If an incumbent has obtained four (4) certificates from list, he or she than shall be eligible to earn an additional five (5) salary rate ranges (approximately 2.5%) pay additive upon completion of both the SCACEO/CACEO Intermediate and SCACEO/CACEO Advanced Certifications. (SEIU MOU Article V Section 9D) (i) (Reserved) 55A-22 Page 16 of 24 Q) Incumbents in the class of Police Officer who are continuously and regularly assigned to and actually performing duties of a Corporal will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. If a Corporal is assigned to lead a work unit without a Sergeant, he or she will be paid an additional five (5) salary rate ranges (approximately 2.5%) above his or her base monthly salary step for such assignment. At the present time, Directed Patrols and Civic Center Patrol units are examples of such assignments. (POA MOU Article V Section 1C) (k) Incumbents regularly and continuously assigned to lead a functional unit which includes two (2) or more positions in the same or lower classifications as the incumbent may be compensated at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 2), and/or (Council Resolution No. 82-110 Section 3.1, as amended by Resolution No. 91-103), and/or (Resolution No. 99-023) and (POA MOU Article V Section 1 N) 1) (Reserved) (m) Incumbents in the classifications of Assistant Engineer, Associate Engineer, Civil Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer, Assistant Plan Check Engineer I or II, Associate Plan Check Engineer, Senior Plan Check Engineer, or Senior Transportation Analyst will be eligible for career incentive pay for any certificates approved for their classification at a rate set of ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step for valid registration(s) as a Registered Engineer by the State of California or as a Structural Engineer by the State of California (a total of twenty (20) salary rate ranges (approximately 10% for both). Additionally, said incumbents who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of accessibility/usability (one specialty area), residential energy plan check, or non-residential energy plan check, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%), an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%), an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%). (SEIU MOU Article V Section 9.A) and/or (as amended by Resolution No. 97- 028) In no event shall the application of this Career Development Incentive Program result in an individual being eligible to earn more than twenty (25) salary rate ranges (approximately 12.5%) above his or her current monthly base salary step. (SEIU MOU Article V Section 9) (n) An incumbent who was employed as of August 16, 1991 in the classification of Assistant Plan Check Engineer I or II, Associate Plan Check Engineer, Senior Plan Check Engineer and who as of December 31, 1987 had possessed a valid Plan Examiner Certificate issued by the ICBO shall continue to be paid at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base salary step. However effective January 1, 1988 said ten (10) range differential shall be reduced to five (5) salary rate ranges (approximately 2.5%) for any incumbent of said classifications who is issued his or her initial certificate on or after January 1, 1988. (SEIU MOU Article V Section 8B) (o) (Reserved) (p) (Reserved) (q) An incumbent in one of the classifications of: Building Inspector, Senior Building Inspector, Electrical Inspector, Senior Electrical Inspector, Plumbing Inspector, Senior Plumbing Inspector, Combination Building Inspector, Senior Combination Building Inspector, Building Technician, Senior Plumbing/Mechanical Systems Specialist, or Senior Electrical Systems Specialist who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in relevant areas (see MOU for full details) shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%), an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%), an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%), an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%), an additional certificate from the fifth specialty area (total of five): twenty-five (25) salary rate ranges (approximately 12.5%). (SEIU MOU Article V Section 9C) Page 17 of 24 55A-23 (r) (Reserved) (s) An incumbent in the classification of Maintenance Worker 11 (assigned to the tree crew) who possesses a valid certificate issued by the International Society of Arboriculture (ISA) as a certified Tree Worker shall be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 8H) (t) (Reserved) (u) An incumbent in the classification of Construction Inspector or Senior Construction Inspector who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of reinforced concrete, structural masonry, structural steel/welding, electrical inspection, plumbing inspection, plans examiner, or C27 landscape contractors license, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%), an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%),an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%), an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%), and an additional certificate from the fifth specialty area (total of five) twenty-five (25) salary rate ranges (approximately12.5%). (SEIU MOU Article V Section 9E) (v) (Reserved) (w) An incumbent in the classification of Contracts Administrator who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of plumbing inspection, electrical inspection, plans examiner, C27 landscape contractors license, turf grass management, or certified arborist (ISA), shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%), an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%), an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%), an additional certificate from a fourth specialty area (total of four) twenty (20) salary rate ranges (approximately 10%), and an additional certificate from the fifth specialty area (total of five): twenty-five (25) salary rate ranges (approximately 12.5%). (SEIU MOU Article V Section 9F) (x) (Reserved) (y) Incumbents in the class of Forensic Specialist 1, who are regularly and continuously assigned to and actually performing duties in a 'lead" supervisory capacity over a primary functional unit of Forensic Specialist I employees, will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above their then current base monthly salary step. (PDA MOU Article V Section 1 B) (z) (Reserved) (aa) (Reserved) (bb) Incumbents in one of the classifications of Projects Manager, Tree Maintenance Supervisor, Tree Trimmer, Maintenance Worker II (assigned to the tree crew), or Public Works Projects Specialist who possess a valid certificate issued by the International Society of Arboriculture (ISA) as a certified arborist shall be paid at a rate of set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 9G) (cc) An incumbent in the classification Data Entry Operator who, at the discretion of the appointing authority, is regularly and continuously assigned to serve in a limited lead capacity including assigning and monitoring data entry work, will be paid an additional five salary rate ranges (approximately 2.5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No. 82-110 Section 3.1 [cc], as amended by Resolution No. 91-103) (dd) An employee who is continuously and regularly assigned as a Training Officer working in either Field Operations, the Detention facility, or as a Forensic Specialist I I will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1 F as amended by Ninth Side Letter Amendment to the Memorandum of Understanding Between the City of Santa Ana and the Santa Ana POA) 55A-24 Page 18 of 24 (ee) An employee who is continuously and regularly assigned to and actually performing duties of an Internal Affairs Officer will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (PDA MOU Article V Section 1G) (ff) The incumbent of the classification Senior Deputy Clerk of the Council designated by Resolution 91-073 as third in command in the Clerk of the Council's office with full signature authority for the Clerk in the clerk and Assistant Clerk's absence, will be paid an additional ten salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82-110 Section 3.1[ff], as amended by Resolution No. 91-103) (gg) The incumbent in the class of Accountant 11 who, at the discretion of the appointing authority, is regularly and continuously assigned electronic data processing (EDP) systems coordination responsibilities, will be paid an additional ten salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82-110 Section 3.1[gg], as amended by Resolution No. 92-034) (hh) An incumbent in the class of Equipment Operator who, at the discretion of the appointing authority, is regularly and continuously assigned, on a full-time basis, to operate a Motor Grader, will be paid an additional ten salary rate ranges (five percent) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No. 82-110 Section 3.1[hh], as amended by Resolution No. 92-034 (ii) (Reserved) 61) (Reserved) (kk) (Reserved) (11) (Reserved) (mm) (Reserved) (nn) (Reserved) (oo) Incumbents in the classification of Correctional Officer who are continuously and regularly assigned to and actually performing duties of a Correctional Supervisor will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (PDA MOU Article V Section 1 D) (pp) An employee who is continuously and regularly assigned to perform training functions as a Parking Control Officer will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (PDA MOU Article V Section 1 H) (qq) (Reserved) (rr) Incumbents in the classification of Police Officer who are continuously and regularly assigned as a Canine Officer will be paid at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step. (PDA MOU Article V Sectionl l) (ss) Incumbents in the classification of Police Officer who are continuously and regularly assigned to and actually performing duties of a Motor Officer assigned to the Traffic Division will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section1J) (tt) An incumbent, identified by the Police Department, who is continuously and regularly assigned to and actually performing duties of a Detective/Investigator assigned to the Investigations Division or Special Investigations Units as well as Police Investigative Specialist, Background Investigator, Collision Investigator, and Graffiti Task Force Investigator, will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (PDA MOU Article V Sectionl K) (uu) Incumbents in the classifications of Correctional Officer or Correctional Supervisor, who are continuously and regularly assigned to either the 207(k) 7/12.5 Detention Work Schedule, or the 4/10.5 Detention Administration Work Schedule, shall be paid at a rate set sic (6) salary rate ranges (approximately 3%) above his or her then current base monthly salary step. (POA MOU Article V Section 1Q 55A-25 Page 19 of 24 (vv) (Reserved) (ww) Incumbents in the classification of Firearms Examiner who are regularly and continuously assigned to and actually performing duties in a "lead" supervisory capacity over a primary functional unit, will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above their then current base monthly salary step. (POA MOU Article V Section 1 M and Council Resolution No. 2005-026) (xx) Reserved (yy) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist II who are continuously and regularly assigned as a Tenprint - AFIS Technician will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (POA MOU Article V Section 10) (zz) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist 11 who are continuously and regularly assigned as a Fingerprint Analyst will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (POA MOU Article V Section 1 P) OTHER PAY ADDITIVES: BILINGUAL PAY. Qualified personnel in the below -listed representational categories who meet the required criteria specified in the Memorandum of Understanding (or Pay Plan) covering their job classification will receive a monthly pay differential above their current base monthly salary step in the amounts specified below by representational category: (a) SEIU (Service Employees International Union 5.3B, C). SAMA (Santa Ana Management Association 6.1 B, C), Unrepresented Management. CASA (Confidential Association of the City of Santa Ana MOU 6.3B, C): • Primary Bilingual Assignments: $175.00 per month. • Secondary Bilingual Assignments: $40.00 per month. (b) POA (Police Officers Association): (POA MOU Article V Section 3C.D.E.F) • Sworn: Street Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of Police Officer by five (5) salary rate ranges (approximately 2.5%). • Sworn: Complex Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of Police Officer by ten (10) salary rate ranges (approximately 5%). • Non Sworn: Secondary Level Proficiency: $40.00 per month. • Non Sworn: Primary Level Proficiency: $175.00 per month. (c) PMA (Santa Ana Police Management Association): (PMA MOU Article 5.11 • Primary Bilingual Assignments: $175.00 per month. 2. SHIFT DIFFERENTIAL. (a) SEIU. Generally. An employee in a classification represented by SEIU who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (4 1/2 hours) between the hours of 5:00 p.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then current base monthly salary step except however such shift pay differential shall not be applicable to employees in the classification of Park Ranger and Supervising Park Ranger. (SEIU MOU Article V Section 4A) (b) Library Department Employees. Employees hired and assigned to the Library prior to December 1, 1987 who work evening shifts until closing time, but who are not otherwise eligible for shift differential as provided under Subsection (a) above, shall receive as special shift pay, an amount equal to one-half (1/2) of one hours pay for each day they work an evening shift until closing time. Said special shift pay shall be computed on the hourly equivalent of the base monthly salary step. Such half-hour's pay shall not be counted toward the computation of overtime. Such special library shift pay differential shall not be applicable to library employees hired on or after December 1, 1987. (SEIU MOU Article V Section 4B) 55A-26 Page 20 of 24 (c) Early Morning Street Crews. A Street Maintenance employee who is assigned to traffic painting or downtown cleanup crews who is continuously and regularly assigned to a schedule of work which requires that he or she actually work at least fifty percent (50%) of his or her normal daily work shift between the hours of 1:00 a.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then current base monthly salary step. (SEIU MOU Article V Section 4C) (d) Standby Pay. Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Employees shall receive four hundred fifty dollars ($450) per week when assigned to be on standby duty. Employees who 'trade" days will have that time deducted from their pay on a prorated daily rate based on a seven (7) day week. Employees who cover the day shall be paid at the daily rate. All trades must be approved by the Supervisor or Manager. Water Production, Water Maintenance, Public Works Maintenance, Building Maintenance, and Information Technology Department and staff shall be required to serve on standby duty and receive standby pay as defined above. The City's preference will be to accomplish the above through volunteers, however, qualified employees may be directed to be on standby if the number of volunteers is insufficient. In addition to Standby Pay, if an employee is able to handle the incident by phone or other electronic means without reporting to duty, he shall be entitled to overtime pay at the rate of 15 minutes or actual time spent per incident whichever is greater, paid at time and one-half (T 1/2) per incident. Additional Standby Pay programs may be implemented with the approval of the Department Head and City Manager. (SEIU MOU Article V Section 5.A-D) (e) (POA) Police Officers Association Incumbents in the classification of Animal Service Officer I or II, Forensic Specialist I or II, Crime Research Analyst, Police Communications Supervisor, Police Investigative Specialist, Police Property & Evidence Specialist, Police Service Officer, Police Evidence and Supply Specialist, Police Services Dispatcher, Communications Services Officer, Correctional Officer, Correctional Supervisor, and Parking Control Officer who are continuously and regularly assigned to a schedule of work which require that he or she actually work a minimum of four and one- half (4 1/2) hours between the hours of 5:00 P.M. and 7:00 A.M. will be paid a shift differential at a rate set ten (10) salary rate ranges (approximately 5.0%) above his or her then current base monthly salary step. (POA MOU Article V Section 2) Effective July 1, 2017 each Sworn employee who is continuously and regularly assigned to a schedule of work that requires that he or she actually work a minimum of four and one-half (4 %) hours between the hours of 5:00 P.M. and 7:00 A.M. will be paid a shift differential at a rate set at 2.5% above his or her base monthly salary. (POA MOU Article V Section 2) (f) (CASA) Confidential Association of the City of Santa Ana An employee in a classification represented by CASA who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (4 %) hours between the hours of 5:00 p.m. and 7:00 a.m., shall be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or herthen-current base monthly salary step. (CASA MOU Article 6 Section 4A) (g) Standby Pay Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Effective no later than the first (V) day of the second (2nd) payroll period following Council approval, such employees shall receive two hundred dollars ($200) per week when assigned to be on standby duty. (CASA MOU Article 6 Section 4B) 3. NOTARY PUBLIC (a) SEIU (Service Employees International Union) An employee that is required by a Department Head or their designee to perform the duties of a Notary Public for the City, in addition to regular duties shall be paid a monthly differential of forty dollars ($40) above his or her then current base monthly salary step. (SEIU MOU Article V Sectionl.D), (b) (CASA) Confidential Association of the City of Santa Ana Full-time incumbents in any classification who are required by a Department Head or their designee to perform the duties of a Notary Public for the City, in addition to regular duties, shall be paid a monthly pay premium of forty dollars ($40) above his or her then current base monthly salary step. (CASA MOU Article 6 Section 1 B) 55A-27 Page 21 of 24 4. CONFIDENTIAL PREMIUM (a) (CASA) Confidential Association of the City of Santa Ana An employee who is routinely and consistently assigned to sensitive positions by a Department Head, involving labor negotiations which require trust and discretion, in accordance with Government Code section 3507.5, will be paid at a rate set 2.5%, above his or her then current base monthly salary step. (CASA MOU Article 6 Section 6) FOOTNOTES: (EM) designates unrepresented "Executive Management' personnel, and as such, are eligible to receive certain employee benefits which are different from and/or greater than those available to non -management personnel. (MM) designates "Middle Management". (RM) designates "Represented Management". (AM) designates "Administrative Management'. (UC) designates "Confidential". (T) designates a "terminal" class. A position classification that has been designated as "terminal" by formal City Council action will be deleted from the City's Basic Classification and Compensation Plan when vacated by its last remaining incumbent. No new appointments may be made to a class that has been so designated. Employee groups and City Council appointed employees are designated as follows: ADMIN MGMT-NS", MID M-NS denotes classifications defined as Administrative Management (AM) under the terms of the Four -Year Contract Extension to the Memorandum of Understanding (MOU) between the City and the Santa Ana Management Association (SAMA) for January 1, 2019-June 30, 2022, "APPOINT" denotes City Manager, City Attorney, and Clerk of the Council, "EXEC-NS", EXEC -SWORN denotes classifications defined as "Executive Management" under the terms of Santa Ana City Council Resolution No. 2015-026, "PIMA -INS", PMA-SWORN denotes classifications covered by the Three -Year Contract Extension to the Memorandum of Understanding (MOU) between the City and Santa Ana Police Management Association (PMA) for fiscal years 2018-2021, "POA-NS", POA-SWORN denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Santa Ana Police Officers Association (POA) for fiscal year 2018-2021, "PT CS SEIU 6" denotes classifications defined as "Part -Time Civil Service' under the terms of the Letter of Agreement between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) for July 1, 2017- December 31, 2018, "SEIU 6" denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) for fiscal years July 1, 2019-June 30, 2022, "SEIU PT" denotes regular, long-term part-time classes covered by the Memorandum of Understanding MOU between the City and the Service Employees International Union (SEIU), Local 721 Chapter 1939, AFL-CIO, Part-time Employees' Representation Unit for fiscal years 2015-2017, "UC" denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Confidential Association of the City of Santa Ana (CASA) for January 1, 2019-June 30, 2022 55A-28 Page 22 of 24 EXHIBIT A Schedule of Salary Rate Ranges for Represented Middle -Management Classes of Employment Effective 7/1/2019 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 MM-10 6848 7017 7191 7373 7561 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 MM-11 7017 7191 7373 7561 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 MM-12 7191 7373 7561 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 MM-13 7373 7561 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 MM-14 7561 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 MM-15 7747 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 MM-16 7938 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 MM-17 8138 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 MM-18 8343 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 MM-19 8550 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 MM-20 8762 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 MM-21 8982 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 MM-22 9209 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 MM-23 9437 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 MM-24 9671 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 MM-25 9916 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 MM-26 10165 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 MM-27 10418 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 MM-28 10678 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 MM-29 10947 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 MM-30 11219 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 MM-31 11499 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 MM-32 11787 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 MM-33 12082 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 MM-34 12383 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 MM-35 12691 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 MM-36 13010 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 19310 MM-37 13335 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 19310 19792 MM-38 13669 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 19310 19792 20288 MM-39 14012 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 19310 19792 20288 20794 MM-40 14361 14721 15086 15465 15851 16246 16654 17067 17496 17932 18381 18840 19310 19792 20288 20794 21314 Page 23 of 24 55A-29 EXHIBIT B Schedule of Salary Rate Ranges for Represented Executive -Management Classes of Employment Effective 7/12017 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 EM-20 7407 7592 7780 7973 8176 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 EM-21 7592 7780 7973 8176 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 EM-22 7780 7973 8176 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 EM-23 7973 8176 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 EM-24 8176 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 EM-25 8379 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 EM-26 8588 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 EM-27 8805 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 EM-28 9025 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 EM-29 9253 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 EM-30 9483 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 EM-31 9719 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 EM-32 9964 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 EM-33 10211 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 EM-34 10470 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 EM-35 10731 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 EM-36 10998 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 EM-37 11273 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 EM-38 11553 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 EM-39 11842 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 EM-40 12138 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 17152 EM-41 12444 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 17152 17581 EM-42 12752 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 17152 17581 18021 EMA3 13072 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 17152 17581 18021 18472 EM-" 13397 13733 14075 14428 14788 15158 15537 15926 16325 16732 17152 17581 18021 18472 18933 EM-45 13733 14075 14428 14788 15158 15537 15926 16325 16757 17152 17581 18021 18472 18933 19405 EM-46 14075 14428 14788 15158 15537 15926 16325 16732 17152 17581 18021 18472 18933 19405 19891 EM-47 14428 14788 15158 15537 15926 16325 16732 17152 17581 18021 18472 18933 19405 19891 20388 EM-48 14788 15158 15537 15926 16325 16732 17152 17581 18021 18472 18933 19405 19891 20388 20899 EM-49 15158 15537 15926 16325 16732 17152 17581 18021 18472 18933 19405 19891 20388 20899 21419 EM-50 15537 15926 16325 16732 17152 17581 18021 18472 18933 19405 19891 20388 20899 21419 21956 Page 24 of 24 55A-30 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT FOR $140,000; ADOPT A RESOLUTION APPROVING A RELOCATION PLAN FOR WARNER AVENUE PHASE 2 IMPROVEMENTS BETWEEN OAK STREET AND GRAND AVENUE (PROJECT NO. 18-6901) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For rK•�►nutn�.ic. /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment of $140,000 in Measure M2 Competitive, Arterial Capacity Enhancements grant funding from the Measure M-Street Construction revenue account and appropriate the same amount to the Measure M2 Competitive Street expenditure account for the relocation plan mentioned below. 2. Adopt a resolution approving the Relocation Plan for Warner Avenue Phase 2 Improvements between Oak Street and Grand Avenue. DISCUSSION Warner Avenue is classified as an east -west major arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving this one -mile segment from Main Street to Grand Avenue has been a long-term priority project that is being constructed in several phases. Improvements include widening the roadway from four to six lanes and constructing safety and aesthetic enhancements, including installation of parkways, raised landscape medians, storm drains, protected bike lanes, sound walls, streetlights, and traffic signals. The City is acquiring properties for the development of Phase 2 bounded by Oak Street and Grand Avenue (Exhibit 1). Construction is anticipated to begin in summer 2021. Pursuant to California Government Code, a public entity is required to adopt a relocation plan by resolution whenever it enters into an agreement for acquisition of real property or an agreement for the disposition and development of property that would lead to displacement of people from their homes. In conformance with this provision, the City prepared a Warner Avenue Phase 2 Relocation Plan (Relocation Plan) to outline the requirements for moving and reestablishing displaced residential and business occupants, and to demonstrate the level of advisory and financial assistance that will be provided (Exhibit 2). Based on occupant interviews, needs analyses, and searches for appropriate replacement sites, the total estimated relocation cost is 55B-1 Relocation Plan - Warner Avenue Phase 2, Oak Street to Grand Avenue February 18, 2020 Page 2 approximately $1,250,000. The resolution adopting the Relocation Plan requires City Council approval before the property acquisitions can proceed (Exhibit 3). The Draft Relocation Plan was made available for public review for 30 days, beginning December 20, 2019, at the Santa Ana Public Library main branch, the Clerk of the Council's Office, the Public Works Agency public counter, Delhi Center, and on the City's website. Each potentially displaced occupant and affected property owner was given an advisory notice regarding Relocation Plan's availability and an opportunity to submit questions and comments by February 4, 2020. All comments/questions and responses have been incorporated into the Relocation Plan herein presented for City Council approval. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, the City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT A grant award of $10,560,000 in Orange County Transportation Authority (OCTA) Measure M2 Arterial Capacity Enhancements (ACE) funding for Warner Avenue Improvement Project right-of- way activities was recognized in the Fiscal Year 2018-19 Capital Improvement Program. Due to OCTA Board action in May 2019, all M2 payments to the City have been suspended until City regains M2 eligibility. Subsequently, the budget appropriation for this project was not carried forward to the City's Fiscal Year 2019-20 Budget. City staff wishes to proceed with project delivery, as pending M2 funds will be reimbursed to City once compliance with the Maintenance of Effort requirements are accepted by OCTA, with anticipated renewal in early 2020. Therefore, the requested Appropriation Adjustment (Recommended Action No. 1) will reappropriate $140,000 of the grant award to provide sufficient funding to complete this relocation plan. If the City does not receive the Measure M2 funding as expected, this project will be backfilled with an alternative funding source. Approval of the requested Appropriation Adjustment will recognize $140,000 in the Measure M- Street Construction Fund, Measure M2 Competitive revenue account (No. 03217002-52332) and appropriate the same amount into the Measure M-Street Construction Fund, Measure M2 Competitive Street, Improvements Other Than Building expenditure account (No. 03217663- 66220). As a $340,000 contribution from the City of Tustin has already been budgeted in the 55B-2 Relocation Plan - Warner Avenue Phase 2 February 18, 2020 Page 3 Oak Street to Grand Avenue Warner Avenue Improvements Project (No. 18-6901), a total of $480,000 will be available for relocation expenditures in FY 2019-20 as follows: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Amount Account No. Account Description Warner Avenue 2019-20 05917668- Select Street Tustin CFD, $340,000 Feb. -June 66220 Construction Improvements Other Than Building Measure M2 2019-20 03217663- Measure M2 Competitive Street, Street $140,000 Feb. -June 66220 Construction Improvements Other Than Building TOTAL $480,000 Funding for remaining $770,000 of the estimated total cost of $1,250,000 will be budgeted and made available in the Warner Avenue Improvements Project (No. 18-6901) in the accounts listed below. Fiscal Year Accounting Unit- Fund Description Accounting Unit, Amount Account No. Account Description Warner Avenue 2020-21 05917668- Select Street Tustin CFD, $226,000 July - June 66220 Construction Improvements Other Than Building Measure M2 Measure M2 2020-21 03217663- Street Competitive Street, $544,000 July - June 66220 Construction Improvements Other Than Building TOTAL $770,000 Nabil Saba, PE Acting Executive Director Public Works Agency NS/KN Exhibits: 1. Location Map 2. Relocation Plan 3. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance & Management Services Agency 55B-3 EXHIBIT 1 A, To MATCHLINE SEE BOTTOM LEFT r HICKORY ST CIE N o7I 016-0e0-26 MONROE- e T ELEMENTARY ILL 016-104-21 ILL—L _i eo5 E. DONEE AVE , 016-090-22 O16-090-25 OAK S T DELHI PARK 016-104-29 zzal A. xaunonv ST NAT]ARMO GUARD' J ARMORY _ T� HALLADAY ST z° ti 9� �� 016-096-24 016-105-1 NAT]ONAL GUARD 224Ss. HALLARAYSL ARMORY o — _ RMON AI 05E. ARN—AO AI 905 E. WANNER AV[ --- _ 016-105-21 o I� HALLADAY , 9H9 E. WARNER AVE N1 016—o90—z1 KILSON DR BINATIONAL GUARD _ �� ARMORY T_ 016-133-aa 016-103 `r 15 S. rc 3— HH 016-133-33 CEDAR ST 016-090-22 016-133-32 DELHI PARK m �, �6-133-31 LJ HICKORY ST MATCHLINE SEE TOP RIGHT LEGEND: EXHIBIT 1 �"���� SANTA ANA TITLE: PURCHASE AGREEMENTS FOR WARNER AVENUE V�V A � IMPROVEMENTS (PROJECT NO. 18-6901 FV6L1L ; AGENCY NONGENERAL FUND) IStrateaic Plan No. 6. 1. G: and 3. 2. CI 55B-4 z 7p MATCHLINE SEE BOTTOM RIGHT 016-133-29 016-133-47 016-133-43 016-150-09 LEGEND: SANTA ANA u Paewc w1111 nIENII w wm3 VERGREEN ST �6 pe J O ON TANDARD AVE 016-120-49 1201 E. WPRNE6 nVE EXHIBIT 1 016-150-09 016-150-74 HATHAWAY ST MATCHLINE SEE TOP LEFT TITLE: PURCHASE AGREEMENTS FOR WARNER AVENUE IMPROVEMENTS (PROJECT NO. 18-6901 NONGENERAL FUND) IStrateaic Plan No. 6. 1. G: and 3. 2. CI 55B-5 z 7" MATCHLINE SEE BOTTOM RIGHT �- w------------ - 01 4-281 -1 9 1301 E. WARNER AVE �= HATHAWAY ST i v s 014-281-12 V11 014-281-07 014-281-21 MATCHLINE SEE TOP LEFT LEGEND: EXHIBIT 1 SANTA ANA TITLE: PURCHASE AGREEMENTS FOR WARNER AVENUE - V�V A � IMPROVEMENTS (PROJECT NO. 18-6901 P�a�,� WORKS;o�EHw NONGENERAL FUND) IStrateaic Plan No. 6. 1. G: and 3. 2. CI 55B-6 EXHIBIT 2 PARAGON PARTNERS LTA ADVISORY NOTICE December 20, 2019 On behalf of the City of Santa Ana, we are notifying you that the draft Relocation Plan (Plan) for the Warner Avenue Improvements Phase 2 Project - Oak Street to Grand Avenue (Phase 2) has been completed. The Plan will be available for public review until Monday. February 3, 2020. All written comments regarding the Plan should be submitted no later than 5:00 pm, Monday. February 3, 2020. The Relocation Plan is available for your review at the following locations: City of Santa Ana City of Santa Ana City of Santa Ana 20 Civic Center Plaza 20 Civic Center Plaza Public Library City Hall, 81" Floor Ross Annex Bldg. 1 s' Floor 26 Civic Center Plaza Santa Ana, CA 92701 Santa Ana, CA 92701 Santa Ana, CA 92701 Monday -Thursday Monday -Thursday Monday -Thursday (8am-5pm) (8am-5pm) (10am-9pm) Alternate Fridays Alternate Fridays Friday & Saturday (8am-4pm) (8am-4pm) (10am-6pm) Sunday (12pm-4pm) The draft Relocation Plan will also be posted at the following link: hftps://www.santa-ana.orq/pw/warner-avenue-improvements Delhi Community Center 505 E. Central Avenue Santa Ana, CA 92701 Monday -Thursday (8:30 am-8pm) Friday (8:30 am-4pm) If you have any comments regarding the draft Relocation Plan or the proposed project, submit your written comments by Monday, February 3, 2020 to: Thi Le Paragon Partners, Ltd. 5660 Katella Avenue, Suite 100 Cypress, CA 90630 De dupac giOp da b&ng tieng Vi6txin vui long lien lac (714) 379-3376 Ext. 112. 5660 Karelia Avenue, Suite 100 1 Cypress, California 90630 714.379.3376 1 888.899.7498 1 048484 1 www.paragon-partners.com 11 PARAGON PARTNERS LTA NOTA DE AVISO 20 De Diciembre Del 2019 En parte de la Cuidad de Santa Ana, le notificamos que el Proyecto de Plan de Reubicacion (Plan) para el Proyecto de La Mejora de la Calle Warner — Oak Calle y Grane Avenida (Fase 2) se ha completado. El Plan estara disponible para revision publica asta el Lunes, 3 De Febrero Del 2020. Todos los comentarios con referencia al Plan deben ser sometidos por escrito no mas tarde de las 5:00 de la tarde en el lunes, 3 De Febrero Del 2020. El Plan de Reubicacion esta disponible para su revision en las ubicaciones siguientes: City of Santa Ana 20 Civic Center Plaza City Hall, 81h Floor Santa Ana, CA 92701 Monday -Thursday (8am-5pm) Alternate Fridays (8am-4pm) City of Santa Ana 20 Civic Center Plaza Ross Annex Bldg. 1 sc Floor Santa Ana, CA 92701 Monday -Thursday (8am-5pm) Alternate Fridays (8am-4pm) City of Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Monday -Thursday (10am-9pm) Friday & Saturday (10am-6pm) Sunday (12pm- 4pm) Delhi Community Center 505 E. Central Avenue Santa Ana, CA 92701 Monday -Thursday (8:30 am-8pm) Friday (8:30 am-4pm) El Plan de Reubicacion borrador tambien se publicaran en el siguiente enlace: hftps://www.santa-ana.orq/pw/warner-avenue-improvements Si tiene cualquier comentario con respecto al Plan o el proyecto propuesto, envie tus comentarios por escrito por el Lunes, 3 De Febrero De 2020 a: Thi Le Paragon Partners, Ltd. 5660 Katella Avenue, Suite 100 Cypress, CA 90630 De dupac giOp da bang tieng Vietxin vui long lien lac (714) 379-3376 Ext. 112. 5660 Karelia Avenue, Suite 100 1 Cypress, California 90630 714.379.3376 1 888.899.7498 1 Fax 6018484 1 www.paragon-partners.com II I� • 1.17,0 I 1 r RELOCATION PLAN FOR THE Warner Avenue Improvement Phase 2 Project From Oak Street to Grand Avenue PREPARED FOR: CITY OF SANTA ANA Public Works Agency— Design Engineering 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 vmv Santa-ana.oro Paragon Partners Ltd. 5660 Katella Ave, Suite 100 Cypress, CA 90630 December 20.2019 55B-9 TABLE OF CONTENTS Introduction .............................. I. Project Area Description...........................................................................................................................z A. Regional Location............................................................................................................................z B. Project Site Location and Description............................................................................................3 C. General Demographic and Housing Characteristics.......................................................................4 11. Assessment of Relocation Needs.............................................................................................................5 A. Survey Methods...............................................................................................................................5 B. Field Survey Data - Residential............................................................................................................5 1. Housing Mix..............................................................................................................................7 z. Occupancy Standards...............................................................................................................7 3. Income.......................................................................................................................................7 4. Ethnicity/Language...................................................................................................................7 5. Households with Seniors...............................................................................................................8 6. Households with Disabilities.........................................................................................................8 7. Preferred Relocation Areas...........................................................................................................8 C. Field Survey Data - Non-Residential...............................................................................................8 III. Relocation Resources................................................................................................................................9 A. Methodology...................................................................................................................................9 B. Replacement Housing/Commercial Site Availability ....................................................................io 1. Residential For -Sale and Rental Housing............................................................................... io z. Loss of Goodwill...................................................................................................................... io C. Summary......................................................................................................................................... 11 D. Related Issues.................................................................................................................................ii 1. Concurrent Residential Displacement..................................................................................... 11 z. Temporary Relocation..................................................................................................................ii IV. The Relocation Program.......................................................................................................................... 11 A. Program Assurances, Standards and Objectives........................................................................... n B. Relocation Advisory Assistance.................................................................................................... 12 C. Relocation Benefits - Residential......................................................................................................13 1. Residential Moving Expense Payments.....................................................................................13 z. Rental Assistance to Tenants/Owner-Occupants Who Choose to Rent ...............................14 3. Down payment Assistance to Tenants Who Choose to Purchase........................................16 D. Last Resort Housing...................................................................................................................... 17 E. Determinations of Comparable Housing...................................................................................... 17 F. Relocation Benefits -Commercial Tenants, and Non-profit Organizations.................................17 1. Payment for Actual Reasonable and Necessary Moving and Related Expenses..................18 z. Self-Moves...............................................................................................................................19 3. A Fixed Payment in Lieu of a Payment for Actual Reasonable Moving and Related Expenses................................................................................................................................. zo G. General Information Regardingthe Paymentof Relocation Benefits..........................................zo H. Relocation Tax Consequences...................................................................................................... 21 55B-10 V. Administrative Provisions ...................................................................................21 A. Holdover Tenancies.....................................................................................................................21 B. Notices.................................................................................................................................. zz C. Privacy of Records................................................................................................................ 23 D. Grievance Procedures................................................................................................................z3 E. Eviction Policy....................................................................................................................... 23 F. Citizen Participation.............................................................................................................. 23 G. Projected Dates of Displacement............................................................................................. 25 H. Estimated Relocation Costs.................................................................................................. 25 List of Tables Table 1: 2010 US Census Population - City of Santa Ana and Impacted Tract (740.03, 742, 743) ••• 4 Table z: 2010 US Census Housing Units - City of Santa Ana and Impacted Tract (740.03, 74z, 743) 4 Table3: Affected Residential Dwellings.................................................................................................5 Table 4: Affected Non -Residential Uses............................................................................................. g Table 5: Availability and Cost of Replacement Rental Housing (Conventional)..............................10 Table 6: Availability and Cost of Single -Family Residences for Sale.................................................11 Table 7: Schedule of Fixed Moving Payments.....................................................................................14 Table 8: Computation of Rental Assistance Payments..........................................................................15 List of Figures Figure 1: Regional Project Location............................................................................... z Figure z: Project Site Location.............................................................................................................................3 List of Exhibits Exhibit A: Residential Interview Form Exhibit B: Business Interview Form Exhibit C: HUD Income Limits -Orange County Exhibit D: Homes for Sale and Rent Listings Exhibit E: Business Informational Brochure Exhibit F: Residential Informational Brochure Exhibit G: Public Comments and Response 55B-11 Introduction The City of Santa Ana (City) has authorized the preparation of a Relocation Plan (Plan) in connection with the commencement of right of way acquisition activities for the Warner Avenue Improvements (Oak Street to Grand Avenue) Project (Phase z), a street improvement project from Oak Street to Grand Avenue, in the City of Santa Ana, in Orange County, California. The Project will require the acquisition of fourteen (14) properties resulting in the permanent displacement of twenty-one (z1) residential households and one (i)business occupant. Funding for the Project comes from a combination of local funds and OCTA Measure Mz funds. This Relocation Plan conforms to the requirements of the California Relocation Assistance Law, California Government Code §726o, et seq.; the Relocation Assistance and Real Property Acquisition Guidelines; California Code of Regulations, Title 25, Division i, Chapter 6 (Guidelines); and the City's adopted right-of-way policies and procedures. Paragon Partners Ltd., an experienced acquisition and relocation firm, has been selected to prepare this Relocation Plan, and will provide all subsequently required relocation assistance in association with any permanently displaced households or non-residential occupants. In compliance with statutory requirements, the Relocation Plan has been prepared to evaluate the present circumstances and replacement housing requirements of Project tenants. The Plan is organized in five sections: The regional and specific location of the Project (SECTION 1); z. An assessment of the relocation needs of those persons subject to displacement as a result of the Project (SECTION 11); 3. An assessment of available residential and commercial replacement sites within the Santa Ana and surrounding areas (SECTION III); 4. A review of the relocation assistance program to be offered to the displaced residential and business occupants (SECTION IV); and 5. Necessary administrative provisions (SECTION V). 1 55B-12 I. Project Area Description A. Regional Location The Project is located in the City of Santa Ana within Orange County. Santa Ana is located approximately 30 miles southeast of the City of Los Angeles and is travelled by Intestate 5 (1-5) and easily accessible by State Routes 22 and 55. Adjacent communities include Tustin, Orange, Anaheim, Westminster, Fountain Valley, Costa Mesa and Irvine. (See Figure t: Regional Project Location) e Santa Ana Zoo WiHs4 W51Bl p9 zt SANTA ANA W War—Ava , W., . C A Are �S SOUTH COAST SOUTH COAST wu.�nan�r ei,a METRO Sunlbwe-A'rp South Coast Plaza Q ss n u� nNa Mitsuwa Marketplace Figure is Regional Project Location 'Wroject Site ¢os 2 55B-13 ENu Rd IRVINE BUSINESS C Goerglie Mw'edAon hre 55 � COME Alf B. Project Site Location and Description The Project site is on Warner Avenue between Oak Street and Grand Avenue (See Figure z: Project Site Location) The Project Site is located approximately 4.5 miles south of State Route zz (SR-zz), z miles southwest of Interstate 5 (1-5), 2.5 miles east of the Santa Ana River, and z miles north of Interstate 405 (1-405). Santa Ana is the County Seat and is the second largest city in Orange County.'The Warner Avenue Improvements (Oak to Grand) Project (Phase z) was planned and designed to incorporate complete street concepts with storm drain quality features. Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element (GPCE) and the County of Orange Master Plan of Arterial Highway (MPAH). Improving the i-mile Warner Avenue segment from Warner Avenue to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four- lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, street lights, and traffic signals. Figure z: Project Site Location ' City of Santa Ana website: , httos://www.santa-ana.org(pw/warner-avenue-improvements accessed December 18, zot9. According to the 2010 U.S. Census, the population of the City of Santa Ana was 324,528, and the population of the impacted CensusTract is 16,979 (see Table i below). Corresponding Census data concerning the housing mix is shown in Table z, below. 3 55B-14 Table 1: 2010 US Census Population - City of Santa Ana and Impacted Tracts (740.03, 742 & 743) Number. within PopulationPersons Total population 16,979 to0.0%• 324,528 too.o%• White 7,901 46.7% 148,838 45.9% Black or African American 156 t•t% 4,856 1.5% American Indian or Alaskan Native 68 0.8% 3,26o 1.0 % Asian 467 1.4% 34,138 10.5% Native Hawaiian and Other Pacific Islander 48 o.t % 976 0.3% Some other Race 8,576 44.7% 120,789 37.2% Two or More Races 520 2.8% 11,671 3.6% Hispanic or Latino (of Any Race) 15,599 95.2% 253,9z8 78.2% U.S. Census Bureau provides additional descriptive population data where persons are identified as either "Hispanic or Latino (of any race)" or"Not Hispanic or Latino." The sum of these two categories will equal the total population of a data set. Table 2: 2010 US Census Housing Units - City of Santa Ana and Impacted Tract (740.03, 742 & 743) Type Number of Units within the tracts Percentage City Percentage Total occupied units 3,276 96.6% 73,174 95.2% Owner -occupied 1,793 60.4% 34,756 47.5% Renter -occupied 1,483 39.6% 38,418 52.5% Vacant Housing Units 471 100.0% 3,722 4.8% Available for Sale Only (of Total Vacant Units) 31 30.8% 693 18.6% Available for Rent - Full Time Occupancy (of Total Vacant Units) 219 42.3% 1,983 53.3% Sold or Rented (Not Occupied - (of Total Vacant Units) 8 1.25% 183 4.9% Otherwise Not Available (e.g., seasonal, recreational, migratory, occasional use) (of Total Vacant Units) 9 1.7% 132 3.5% Other Vacant (of Total Vacant Units) 204 35.0% 731 19.6% Source: U.S. Census Bureau, accessed December 2oi9. 4 55B-15 II. Assessment of Relocation Needs A. Survey Methods To obtain necessary information for the preparation of this Plan, field research of potentially affected residents and business operator was conducted. The research included in -person interviews and field analyses of affected residential and commercial parcels to identify displaced occupants and gather preliminary information for relocation planning. Detailed in -person interviews were conducted with affected residential occupants to gather necessary information, including information such as household size and composition, income, monthly rent obligation, length and type of occupancy, language, disabilities/health problems, and replacement housing preferences(ExhibitA). In -person interviews are an important factor in the planning and relocation of displacees. In the early planning process, careful attention is paid to the physical needs of individuals with disabilities, and elderly displacees to make sure that these individuals receive appropriate care and housing. The interviews were conducted on -site in homes and places of business in English, Spanish, or other necessary languages, as appropriate. Follow-up contacts were made with occupants to gather more information and/or to provide information or notices that would be or were made through personal visits and by telephone. The descriptive data in this Plan concerning residents and businesses are based on in - person interviews and field observations. Samples of the residential and business interview forms used in the interview process are attached as Exhibits A and B of this report. B. Field Survey Data - Residential The Project will impact 13 single-family residential (SFR) dwellings with ig residential households, 1 residential duplex (SFR) with z residential households. Survey information was obtained from ig of the 21 occupied residential households (go%). The City has adopted and would adhere to its local housing occupancy standards to make sure housing is of the appropriate size in relocating the affected occupants. Table 3 below shows current housing in the Project area including bedroom size. 5 55B-16 Table 3: Affected Residential Dwellings Property.. Address.. t 2246 S. Kilson Residential SFR Bedroom 4 3 Owner Santa Drive Ana 2 2241 S. Kilson Residential Duplex 2 4 Tenant Santa Drive Ana 3 2245 S. Kilson Residential Duplex 2 5 Tenant Santa Drive Ana 4 705 E. Warner Residential SFR 4 4 Owner Santa Avenue Ana 5 705 E. Warner Residential Room to t 4 Tenant Santa Avenue rent Ana 6 2245 Hickory Residential SFR TBD* TBD* Tenant Santa Street Ana 7 809 E. Warner Residential SFR 3 TBD* Owner Santa Avenue Ana 8 2244 Halladay Residential SFR 4 2 Owner Santa Street Ana 9 2244 Halladay Residential Room to t 2 Tenant Santa Street rent Ana 10 2244 Halladay Residential Room t 2 Tenant Santa Street to rent Ana ii 2245 Halladay Residential SFR 2 7 Tenant Santa Street Ana 12 905 E. Warner Residential SFR 3 2 Owner Santa Avenue Ana 13 905 E. Warner Residential Room to t 2 Tenant Santa Avenue rent Ana 14 905 E. Warner Residential Room to t 3 Tenant Santa Avenue rent Ana 15 909 E. Warner Residential SFR 4 5 Owner Santa Avenue Ana 16 2246 Cedar Street Residential SFR 3 6 Owner Santa Ana 17 2247 Cedar Street Residential SFR 4 5 Owner Santa Ana 18 2246 Evergreen Residential SFR 3 4 Tenant Santa Street Ana 19 2247 Evergreen Residential SFR 4 4 Owner Santa Street Ana 20 2247 Evergreen Residential Room to t 2 Tenant Santa Street rent Ana 21 2246 S. Standard Residential SFR 3 5 Owner Santa Avenue I I I Ana *Unable to interview occupants 55B-17 1. Housing Mix As shown in Table 3, the Project area includes zt households occupying 13 single family residences, i residential duplex (SFR), some with multiple households in one dwelling and or converted into multiple units. ii of the affected households are tenant -occupied, io are owner - occupied and i unknown occupant due to inability to contact or to meet with occupant. Occupancy information will assist in determining the relocation needs and scope of assistance provided. No mobile homes will be affected by the Project. z. Occupancy Standards The standard for housing density adopted by the City allows two persons per bedroom and one person in a common living area. The City adheres to the state building code occupancy standard based on the squarefootage of dwellings for households largerthan eight members. Referrals to replacement housing provided to occupants may reflect the need for larger accommodations to comply with the state and City of Santa Ana code requirements. Generally, these standards allow for up to three persons to occupy a one -bedroom unit, five persons in a two -bedroom unit, and seven persons in a three -bedroom unit. Any households with more than eight members would require a four -bedroom replacement unit based on the respective size of that unit, per the state building code. 3. Income Information as to the household's income is gathered from residential interviews to determine individual relocation needs and the scope of financial relocation assistance that may be provided. Low-income households may experience challenges qualifying for the purchase or rent of replacement housing. Advance replacement housing payments may be needed to assist displacees in qualifying for loans or leases. Low-income households that choose to rent may be eligiblefor additional assistance. Based on information obtained from the residential interviews, at least eight households may be identified as low-income households. According to the low-income standards for the Housing Authority of the County of Orange (Exhibit C), adjusted for family size as published by the State of California, Department of Housing and Community Development (HCD), the 2019 low income limits are defined as follows: Family Size i 1 z 3 1 4 5 1 6 1 7 1 8 Low Income Limits 2019 $66,500 $76,000 $85,500 $94,950 $102,550 $110,150 $117,750 $125,3 00 Source: Department of Housing and Community Development (HCD) website, accessed December 9, 2019. 4. Ethnicity/Language Per the 2013-2017 U.S. Census American Community Survey Five -Year Estimate, 80.3%2 of the population in the City of Santa Ana speaks a language besides English at home. Based on information obtained from the residential interviews of the zt displaced households, Spanish is the primary language spoken at home. Language services are available to assist the requirements of all affected occupants. 7 55B-18 5. Households with Seniors Per the 2013-2017 U.S. Census 5-Year Housing Unit Estimate, 7.2%2 of the total households consist of occupants 65 years of age or over. Specific care is taken to identify and address the needs of senior occupants who may require special accommodations. Based on information obtained from residential interviews, 3 households have occupants that are overthe age of 65. 6. Households with Disabilities Per the 2013-2017 U.S. Census 5-Year Housing Unit Estimates, 6.7 %3 of the civilian non - institutionalized population consist of persons with a disability. Disabilities may include a variety of physical mobility impairments, including psychological and other physical health issues. Care is taken to meet the special needs of each household, particularly as these needs involve physical access to accommodations. Early identification of individual health issues would enable relocation staff to more effectively manage the relocation process. In all cases involving physical or mental impairments, additional services will be provided to ensure close individual case monitoring. Based on information obtained from the residential interviews, there may be one households with one occupant that may have disabilities. 7. Preferred Relocation Areas The residential interviews identify specific replacement site needs and preferences and assist in planning replacement housing accordingly. In residential interviews, many residents tend to express a preference to remain in the community in orderto maintain current school enrollment, access to employment, medical facilities, recreational resources, and public transportation. Based on information obtained from the residential interviews, the affected households have indicated a preference to remain in the local Santa Ana, Orange, Tustin and Garden Grove areas. United States Census Bureau web site, accessed December 18, zoi9, htto://www.census.gov/ouickfacts. 3 United States Census Bureau web site, accessed December 18, zoi9, htto://www.census.gov/ouickfacts. C. Field Survey Data - Non -Residential The Project has identified one non-residential occupant that would be displaced. Survey information was obtained from this one business owner. The one business impacted by the Project would be considered a small business. The affected business would require cost-effective medium to small accommodations to new home as it is a Day Care operated from the impacted person's home, with proximity to existing customer base. A detailed interview with the business owner is instrumental in identifying suitable replacement sites. Generally, interviews with the business tenants are crucial in addressing various complex relocation issues early in the process, including issues such as identification of trade fixtures and equipment, tenant improvements, personal property/real property issues, and the relocation requirements of various businesses that may become long lead items, such as obtaining special permits or zoning requirements. Such items should be carefully reviewed and planned in coordination with project time frames. 91 55B-19 The non-residential displacement may be identified as potential candidate for extensive advisory services and relocation assistance. Mommy Vicky's Daycare —Is a small daycare business run from inside one of the impacted homes. It has a small clientele base of children from the surrounding neighborhood and local schools. Services are provided to children ages z to 7 years of age. Moving smaller businesses can be, more challenging than moving larger businesses, presumably with larger capital reserves. For this reason, it would be essential to provide timely, viable referrals to replacement sites, with assistance in relocation planning, while simultaneously executing the move carefully and efficiently. Information obtained during the relocation interview process will assist in determining the financial capacity of a business to accomplish a move, and if an advance relocation assistance payment is necessary. Upon implementation of the Relocation Assistance Program, relocation timing issues and replacement site concerns will be discussed and addressed, as appropriate. The list of affected businesses provided in Table 4 below reflects data gathered from field observations and business interview. Table 4: Affected Non -Residential Uses III. Relocation Resources The California Relocation Assistance Law provides that no eligible residential persons shall be required to move from their dwelling unless comparable replacement dwellings are available to such persons. The purpose of this section is to identify whether sufficient comparable replacement housing resources exist for all potential residential displacees. Additionally, while available replacement locations are not required for non-residential occupants to move, a survey of available replacement commercial sites have been searched to determine what sites may be available to the non-residential occupants and to determine what impacts, if any, may occur due to a lack of available replacement sites. The City is committed to making every effort to satisfactorily relocate all displaced occupants. A. Methodology To determine the availability of residential and commercial sites prior to the displacement of occupants from the Project area, resources were researched through the following sources: • Internet sources (MLS listings, Zillow); • Canvassing the Project area for properties available for lease and or for sale; • Telephone and field contact with real estate brokerages serving the area; • Classified rental listings from local publications, and; 9 55B-20 • Contacts with real estate/property management companies serving the community. B. Replacement Housing Availability t. Residential For -Sale and Rental Housing A housing resource survey was conducted to determine the availability of replacement housing within the City of Santa Ana sufficient to meet the needs of displaced rental tenants and homeowners. The replacement housing survey considered available one, two, three and four -bedroom conventional housing for rent and for sale. This data is summarized in Tables 5 and 6, below. The conventional housing survey, Table 5, identified 43 currently available, one, two, three and four -bedroom conventional housing units for rent. The survey of available single- family residences for sale, Table 6, identified 56 currently available three and four -bedroom housing units for sale. The individual figures for number of units found by bedroom size are presented in the tables, as well as location and price range. Table 5: Availability and Cost of Replacement Rental Housing (Conventional) One A artment/Condo/Du lex 8 Santa Ana $1,000 - $2,350 Two Apartment/Condo/SFR 15 Santa Ana $1,850 - $5,912 Three Apartment/SFR 10 Santa Ana $2,650-$3,300 Four Apartment/SFR 10 Santa Ana $2,650- $4,300 Source: Multiple Listing Service and Zillow, accessed December 2019 The rent ranges identified in the table above are among the figures used to make benefit and budget projections for this Plan. The variances in the rent range are a result of age, condition, size, and locational factors. Rates are subject to change according to the market rates prevailing at the time of displacement. Exhibit D provides a detailed list of available housingfor rent and for sale. Table 6: and Cost of Residences for Sale Three SFR 33 Santa Ana $498-$899 Four SFR 23 Santa Ana $478- $1,174 Source: Multiple Listing Service, accessed December 2019. 2. Loss of Goodwill Goodwill consists of the benefits that accrue to a business as a result of its location; reputation for dependability, skill, or quality; and any other circumstances resulting in probable retention of old, or acquisition of new, patronage. Claims for loss of goodwill are not compensable under the statutory provisions related to relocation assistance to 55B-21 3. Summary Considering the availability of replacement housing, adequate replacement resources exist in the Project area for affected residential tenants and owner -occupants. Although adequate replacement resources exist, based on surveyed results of rental and purchase opportunities, and anticipated values of existing dwellings, occupants are anticipated to have increases in monthly rents and/or higher purchase costs. These possible increases, if any, would be met through the City's Relocation Assistance Program. C. Related Issues t. Concurrent Residential Displacement The Project would not compete with or adversely affect the availability of comparable replacement resources. There are no other known current public projects under way in the City of Santa Ana or adjacent communities that currently would compete with the Project for housing resources. The City intends to monitor the activity of local agencies. No residential displacee would be required to move without adequate notice and access to available, affordable, decent, safe, and sanitary housing. z. Temporary Relocation The Project is not anticipated to cause temporary displacements. Affected occupants will be permanently displaced. IV. The Relocation Program The City of Santa Ana's (City) Relocation Program is designed to minimize hardship, be responsive to unique project circumstances, maintain personal contact with all affected individuals, consistently applying all regulatory criteria to formulate eligibility and benefit determinations, and conform to all applicable requirements. The City has retained Paragon Partners Ltd. (Paragon) to administer the Relocation Program. Paragon has worked on more than 2,200 public agency acquisition and relocation projects over the past 28 years. Additionally, Paragon has an extensive resume of public works projects undertaken in other Orange County communities. Experienced City staff would monitor the performance of Paragon and be responsible to approve or disapprove Paragon's recommendations concerning eligibility and benefit determinations and interpretations of the City's policy. The Relocation Program consists of two principal constituents: Advisory Assistance and Financial Assistance. A. Program Assurances, Standards and Objectives The City would provide the displaced residential and business occupants with the assistance, rights, and benefits required under state relocation law and the City's policies and procedures. The relocation program would provide advisory and financial assistance. 11 55B-22 Every effort would be made to facilitate relocation arrangements and minimize hardship for displacees. The program objectives would be as follows: i. To fully inform eligible Project displacees of the nature of, and procedures for, obtaining relocation assistance and benefits; 2. To determine the needs of each displacee eligible for assistance; 3. To provide continuously updated referrals to potential replacement sites within a reasonable time prior to displacement and assure that no occupant is required to move without a minimum of 90 days written notice to vacate; 4. To provide assistance that does not result in different or separate treatment due to race, color, religion, national origin, sex, marital status or other arbitrary circumstances; 5. To supply information concerning federal and state programs and other governmental programs providing assistance to displaced persons; 6. To assist each eligible occupant to complete applications for benefits; 7. To make relocation benefit payments in accordance with the appropriate guidelines; 8. To inform all persons subject to displacement of City policies with regard to eviction and property management; and 9. To establish and maintain a formal grievance procedure for use by displaced persons seeking administrative review of City decisions with respect to relocation assistance. B. Relocation Advisory Assistance Paragon staff is available to assist the permanently displaced households and business with questions or concerns about relocation and/or assistance in relocating. Relocation staff is located at 566o Katella Avenue, Suite ioo, Cypress, CA 90630, with office hours from 8:oo a.m. to 5:00 p.m., and can be contacted at (714) 379-3376. A comprehensive relocation program, with technical and advisory assistance, would be provided to assist all persons being displaced as a consequence of the Project. Personal contact would be maintained with all individuals until the relocation process has been completed. As discussed previously, Paragon Partners Ltd has been retained by the City to assist in the administration of its relocation program. Paragon will work closely with City staff. City staff would provide final approvals, or otherwise, of all Paragon recommendations. Every reasonable effort would be made to ensure that the relocation of residents and businesses occurs with a minimum of delay and hardship. The following services will be provided: i. The remaining interviews with residents located in the Project area will be completed to gather information appropriate to the determination of needs and preferences regarding replacement of existing facilities; 2. A printed Informational Brochure (Exhibits E and F) will be provided in English or the displacee's language if subsequently be deemed necessary. Signed acknowledgements will be obtained to verify receipt of this material; 3. A database will be maintained of available residential units for sale and commercial space 12 55B-23 and distribute replacement site referrals forth e duration of the Project; 4. Assistance will be offered to displacees in connection with arrangements for the purchase of real property, if applicable, obtaining required business permits or licenses, the filing of claim forms to request relocation benefits from the City and to obtain services from other public agencies; 5. Special assistance in the form of referrals to governmental and non -governmental agencies will be made, if requested; 6. Eligible displacees will be assisted with the preparation and submission of relocation assistance claims; 7. Benefit determinations and payments will be made in accordance with applicable law and City policy; 8. Assure that displacees are not required to move without a minimum of go days written notice to vacate; g. All person subject to displacement will be informed of City policies with regard to eviction and property management; io. A formal grievance procedure will be established and maintained for use by displaced persons seeking administrative review of City decisions with respect to relocation assistance; and ii. Assistance will be provided that does not result in different or separate treatment due to race, color, religion, national origin, sex, marital status or other arbitrary circumstances. C. Relocation Benefits — Residential Specific eligibility requirements and benefit plans would be detailed on an individual basis with displacees. In the course of personal interviews and follow-up visits, households would be counseled as to available options with respect to financial assistance. Relocation benefits will be provided in accordance with the provisions of the state relocation law and regulations. Benefits would be paid to eligible displaced persons upon submission of required claim forms and documentation in accordance with the City's normal administrative procedures. i. Residential Moving Expense Payments All residential occupants that would be relocated would be eligible to receive a payment for moving expenses. Moving expense payments would be made based on the actual cost of a professional move or a fixed payment based on a room -count schedule. a. Actual Cost (Professional Move) The displacee may elect to retain the services of a licensed professional mover, in which case the City would pay for the actual cost of the moving services based on the lower of at least two acceptable bids (the City may, at its discretion, solicit competitive bids to determine the lowest reasonable move cost). Afterthe move is complete, the displacee may pay the mover directly and 13 55B-24 seek reimbursement from the City, or request a direct payment from the City to the mover. In addition to the cost of the actual move, one-time expenses associated with utility reconnections (e.g., gas, water, electricity, telephone, cable) would be eligible for reimbursement. Transportation costs would be limited to a distance of 50 miles, unless otherwise authorized by the City. b. Fixed Payment (based on Room Count Schedule) An occupant may elect to receive a fixed payment for moving expenses that is based on the number of rooms occupied in the displacement dwelling. In this case, the person to be relocated takes full responsibility for the move. The fixed payment includes all utility connections as described in Section 1.a above. At a minimum, the fixed schedule payment for single occupancy efficiency units, furnished with the tenant's own personal property, is $725, which includes all utility connections at the replacement location. The current schedule for fixed moving payments is provided below in Table 7. Table 7: Schedule of Fixed Moving Payments Source: Federal Highway Administration (effective August z4, zoi 5). z. Rental Assistance to Tenants/Owner-Occupants Who Choose to Rent To be eligible to receive the rental assistance benefits, the displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the displacement dwelling. Based upon the available data regarding Project displacees, the displaced household may qualify for, and may be eligible to apply for, relocation benefits under State provisions. Except in the case of Last Resort Housing situations, the potential payment to the household will be payable over a 42-month period and limited to a maximum of $5,25o as stated under State guidelines. The relocation program is explained in detail in the informational brochure to be provided to each permanently displaced household. Rental/down payment assistance payment amounts are equal to 4z times the difference between the base monthly rent and the lesser of: i. The monthly rent and estimated average monthly cost of utilities for a comparable replacement dwelling; or z. The monthly rent and estimated average monthly cost of utilities for the decent, safe, and 14 55B-25 sanitary replacement dwelling actually occupied by the displaced person. The base monthly rent for the displacement dwelling is the lesser of: t. The average monthly cost for rent and utilities at the displacement dwelling for a reasonable period prior to displacement. Average monthly cost of utilities will be determined by actual statements/receipts over a tz-month period or a statement of average usage from the utility company, if provided. The most recent local utility schedule will be used to determine estimated utilities' costs, if actual costs are not provided. For owner -occupants or households, which paid little or no rent, fair market rent will be used as a substitute for actual rent; or z. Thirty percent (30%) of the displaced person's average monthly gross household income if the amount is classified as "low income" by US Department of Housing and Urban Development's (HUD) Annual Survey of Income Limits for the Public Housing and Section 8 Programs. HUD's Survey is shown as Exhibit C. If a displacee refuses to provide appropriate evidence of income or is a dependent, the base monthly rent shall be determined to be the average monthly cost for rent and utilities at the displacement dwelling; or 3. The total of the amount designated for shelterand utilities if receiving a welfare assistance payment from a program that designated the amounts for shelter and utilities. Table 8 below illustrates the computation of a rental/down payment assistance payment amount. Table 8: Computation of Rental Assistance Payments i. Old Rent $1,000 Old Rent, plus Utility Allowance Or z. Ability to Pay $950 30% of the Gross Household Income* 3. Lesser of Lines i or z $950 Base Monthly Rental Subtracted From: 4. Actual New Rent $1,050 Actual New Rent including Utility Allowance Or 5. Comparable Rent $1,050 Determined by the City; includes Utility Allowance 6. Lesser of Lines 4 or 5 $1,050 7. Yields Monthly Need: $too Subtract Line 3 from Line 6 Rental Assistance $4,200 Multiply Line 7 by 42 Months * Gross income means the total amount of annual income of a household less the following: (1) a deduction for each dependent in excess of three; (z) a deduction of io% of total income for the elderly or disabled head of household; (3) a deduction for recurring extraordinary medical expenses defined for this purpose to mean medical expenses in excess of 3%of total income, where not compensated for, or covered by insurance or other sources; (4) a deduction of reasonable amounts paid for the care of children or sick or incapacitate family members when determined to be necessary to employment of head of household or spouse, except that the amount shall not exceed the amount of income received by the person who would not otherwise be able to seek employment in the absence of such care. 15 55B-26 3. Down payment Assistance to Tenants Who Choose to Purchase The displaced household may opt to apply the entire benefit amount for which they are eligible toward the purchase of a replacement unit. A displaced household, who chooses to utilize up to the full amount of their rental assistance eligibility (including any Last Resort benefits) to purchase a home, will have the funds deposited in an open escrow account, provided that the entire amount is used for the down payment and eligible, incidental costs associated with the purchase of a decent, safe, and sanitary replacement home. A provision shall be made in the escrow arrangements for the prompt return of the City funds, in the event escrow should fail to close within a reasonable period of time. Final determination about the type of relocation benefits and assistance for which the household is eligible will be determined upon verification of the household's occupants and income. California State Relocation laws and guidelines provide a basic entitlement of up to $22,500 to compensate the owner for i) purchase price differential; z) mortgage interest differential (if applicable); and, 3) incidental expenses. a. Price Difference Differential The Purchase Price Differential is based on three factors: Acquisition Price: The price paid by the City of Santa Ana for the Project dwelling; Actual Purchase Price: The actual price paid for a replacement dwelling, and; Comparable Replacement Cost: The cost of a decent, safe, and sanitary dwelling comparable to the dwelling acquired by the City of Santa Ana. The purchase price differential amount is determined by comparing the price of the acquired dwelling (including any proceeds obtained through condemnation) to the lesser of the actual cost paid for a replacement home versus the price of the comparable dwelling used to compute eligibility in the Notice of Eligibility (NOE) issued to the displaced owner. b. Mortgage interest Differential The purpose of the Mortgage Interest Differential Payment is to compensate homeowners for increased costs between the acquired dwelling and the replacement dwelling. The payment for increased mortgage interest cost shall be the amount that would reduce the mortgage balance on a new mortgage to an amount that could be amortized with the same monthly payment for principal and interest as that for the mortgage(s) on the displacement dwelling. In addition, payments shall include other debt service costs, if not paid as part of incidental costs. To be eligible for this payment, the mortgage on the dwelling being acquired must have been in place, as a valid lien, for at least 18o days prior to the City's initial written offer to purchase. C. Incidental Expenses - Closing Costs One-time, non -recurring closing costs associated with the purchase of a comparable, replacement dwelling are compensable. Examples of such compensable expenses include costs for: a property 16 55B-27 survey; preparation of a legal description and deed; recording fees; title insurance; revenue stamps and transfer taxes; loan application fees; loan origination fees; appraisal fees; a credit report; certification for structural soundness; and, termite inspection, when required. Prepaid recurring expenses for mortgage interest, property taxes and insurance are not compensable. The total Residential Housing Payment (RHP) is the sum of the Purchase Price Differential, Mortgage Interest Differential, and compensable Incidental Expenses. D. Last Resort Housing Based on data derived from the surveys and analyses of the occupants on the Project site and costs of replacement housing resources, it is anticipated that "comparable replacement housing" will not be available as required for some tenants. Specifically, for renters, when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceeds 30% of the person's average monthly income. Therefore, if the Project proceeds, the City will authorize sufficient funds to provide housing of last resort. Due to the demonstrated number of available replacement housing resources, as shown earlier, the need to develop a replacement housing plan to produce sufficient number of comparable replacement dwellings will not be necessary. Rather, funds will be used to make payments in excess of the monetary limits specified in the statute ($5,25o); hence, satisfying the requirement that "comparable replacement housing" is available. The City will pay Last Resort Housing payments in two installments. Recipients of Last Resort rental assistance, who intend to purchase rather than re -rent replacement housing, will have the right to request a lump sum payment of all benefits in the form of down payment assistance. Tenant households receiving periodic payments will have the option to request a lump sum payment of remaining benefits to assistwith the purchase of a decent, safe and sanitary dwelling. E. Determinations of Comparable Housing Relocation staff would evaluate the cost of comparable replacement housing in the preparation of each individual NOE issued to residential displacees. For residential tenants and owner - occupants, the cost of comparable replacement housing would be determined primarily on a comparative basis of three, if possible, presently available, comparable dwellings. A Replacement Housing Valuation (RHV) Form would be prepared and placed in the file of each affected household. F. Relocation Benefits - Commercial Tenants, and Non- profit Organizations Eligible businesses would have two options with respect to claims for relocation assistance benefits: i. Compensation for actual reasonable and necessary moving and related expenses, or z. A fixed payment not to exceed $20,000 17 55B-28 1. Payment for Actual Reasonable and Necessary Moving and Related Expenses Any lawful business that qualifies as a displaced person is entitled to payment for such actual moving expenses, as the City determines to be reasonable and necessary, including expensesfor: i. Transportation of personal property from the present location to the replacement location (transportation costs for a distance beyond 50 miles are not eligible unless the City determines that relocation beyond 50 miles is justified); z. Packing, crating, uncrating, and unpacking personal property; 3. Disconnecting, dismantling, removing, reassembling, and installing relocated and substitute machinery, equipment and other personal property. This will include connection to utilities available nearby and modifications necessary to adapt such property to the replacement structure, or to the utilities, or to adapt the utilities to the personal property; 4. Storage of personal property for a period not to exceed 12 months, unless the City determines that a longer period is necessary; 5. Insurance of personal property while in storage or transit and the replacement value of property lost, stolen, or damaged (not through the fault or negligence of the displaced person) in the process of moving, where insurance is not readily available. 6. Any license, permit, or certification required by the displaced business, to the extent that the cost is necessary for reestablishment at the replacement location. (These costs may be pro -rated based on the remaining useful life of any existing license, permit, or certification); 7. Reasonable and pre -authorized professional services the Displacing Agency determines to be necessary for: 1) planning the move of personal property; z) moving the personal property; or, 3) installing the relocated personal property at the replacement location; 8. The purchase and installation of substitute personal property limited to the lesser of: i) an amount equal to the reasonable expenses that would have been required to relocate the property, as determined by the City, subject to certain limitations, or, z) the replacement cost, less any proceeds from its sale or trade in; g. The modification of machinery, equipment, orother personal property necessary to adapt these to the replacement location orto utilities available at the replacement location; io. Re -lettering signs and replacing stationary on hand at the time of displacement that are made obsolete as a result of the move; n. Actual direct losses of tangible personal property resulting from moving or discontinuing a business or non-profit organization, not -to -exceed the lesser of: i) the fair market value of the property for continued use at its location prior to displacement less any proceeds from the sale of the property; or, z) an amount equal to the reasonable expenses that would have been required to relocate the property, as determined by the City, subject to certain limitations; 18 55B-29 12. Actual and reasonable expenses incurred in searching for a replacement business or non- profit organization location, not to exceed $1,000, and including compensation for transportation expenses; time spent searching for a reasonable location, meals, and lodging; real estate broker or agent fees; time spent in obtaining permits and attending zoning hearings; and time spent negotiating the purchase of a replacement site; 13. Low Value/High Bulk: when the personal property to be moved is of low value and high bulk, and the cost of moving the property would be disproportionate to its value in the judgment of the City, the allowable moving cost payment shall not exceed the lesser of: i) the amount which would be received if the property were sold at the site or z) the replacement cost of a comparable quantity delivered to the new business location. Examples of personal property covered by this provision include, but are not limited to, stockpiled sand, gravel, minerals, metals and other similar items of personal property as determined by the City; 14. A Reestablishment allowance of up to $io,000, available to farms, non-profit organizations, and small businesses with no more than 50o employees. Reestablishment allowance payments are made in addition to compensation provided for actual, reasonable, and necessary moving expenses. Reestablishment allowance expense categories include but are not limited to: a. Repairs or improvements to the replacement property as required by federal, state or local law, code, or ordinance; b. Modifications to the replacement property to accommodate the business operation or make replacement structures suitable for conducting business; c. Provision of utilities from right-of-way to improvements on the replacement site d. Construction and installation costs for exterior signing to advertise the business; e. Redecoration or replacement of soiled orworn surfaces at the replacement site, such as paint paneling or carpeting; f. Advertisement of replacement location; g. Estimated increased costs of operation during the first two years at the replacement site for such items as: i. Lease or rental charges ii. Personal or real property taxes iii. Insurance premiums, and iv. Utility charges, excluding impact fees h. Other items essential to the reestablishment of the business. 2. Self -Moves If the displaced business elects to take full responsibility for the move of the business, the City would make a paymentfor the business's moving expenses in an amount not to exceed the lower of the two acceptable bids or estimates submitted to the City. At the City's discretion, a payment 19 55B-30 for a low cost or uncomplicated move maybe based on a single bid or estimate. 3. A Fixed Payment in Lieu of a Payment for Actual Reasonable Moving and Related Expenses The option to claim a fixed payment enables for -profit and non-profit businesses to receive relocation assistance compensation without providing documentation of bids and actual expenses. The payment amount available to any individual business is based on an average of annual net earnings over a two-year period. For businesses that have not been in operation for two years, income figures can be annualized. The method for establishing income is through tax returns and/or certified financial statements. The payment to an eligible business may not be less than $i,000, or more than $20,000. To qualify for this payment, it must be determined that, a displaced business: • Owns or rents personal property, which must be moved in connection with such displacement and for which an expense would be incurred in such move; • Is not operated at the displacement site solely for the purpose of renting the dwelling or the site to others; • Cannot be a part of a commercial enterprise having at least three other establishments which are not being acquired by the City, and which is under the same ownership and engaged in the same or similar business activities; • Must not be able to relocate without substantial loss of patronage; and • Contributed materially, as defined by the City, to the income of the displaced person during the two taxable years priorto the displacement. When a fixed payment would precede settlement of a claim for compensation for loss of goodwill under the Eminent Domain Law, the City, before tendering payment, shall state in writing what portion of the payment, if any, is considered to be compensation for loss of goodwill and shall explain in writing that any payment made pursuant to Code of Civil Procedure, §1263.510 et seq. (the Eminent Domain Law, Chapter g, Article 6 -"Compensation for Loss of Goodwill') would be reduced in the same amount. The portion considered to be compensation for loss of goodwill shall not exceed the difference between the fixed payment made and an amount which reasonably approximates the payments for which the displaced person otherwise would be eligible to receive as outlined in Section IV.F.i, above. G. General Information Regarding the Payment of Relocation Benefits Claims and supporting documentation for relocation benefits must be filed with the City no later than 18 months after: • For tenants, the date of displacement; or • For owners, the date of displacement or the date on which final payment for the acquisition of real property is made, whichever is later. The procedure for the preparation and filing of claims and the processing and delivery of payments would be as follows: i. Claimant(s) would provide all necessary documentation to substantiate eligibility for 20 55B-31 assistance; 2. Relocation staff would review all necessary documentation including, but not limited to, scopes -of -services, contractor bids, invoices, lease documents and escrow material before reaching a determination as to which expenses are eligible for compensation; 3. Required claim forms would be prepared by relocation staff and presented to the claimant for review. Signed claims and supporting documentation would be returned to relocation staff and submitted to the City; 4. The City will review and approve claims for payment, or request additional information; 5. The City will issue benefit checks to claimants in the most secure, expeditious manner possible; 6. Final payments to residential displacees would be issued after confirmation that the Project premises have been completely vacated, and actual residency at the replacement unit is verified; 7. Receipts of payment and all claim material will be maintained in the relocation case file. H. Relocation Tax Consequences In general, relocation payments are not considered income for the purpose of Division 2 of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986 (Title 26, U. S. Code), or for the purpose of determining the eligibility or the extent of eligibility of any person for assistance under the Social Security Act (42 U. S. Code 301 et seq.) or the Personal Income Tax Law, Part to (commencing with Section 17001) of the Revenue and Taxation Code, or the Bank and Corporation Tax Law, Part II (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The above statement on tax consequences is not intended as tax advice by the City or Paragon. Displacees are responsible for consulting with their own tax advisors concerning the tax consequences of relocation payments. V. Administrative Provisions A. Holdover Tenancies The City's acquisition schedule may allow some residential tenants to remain in occupancy of the City's acquired properties for periods as long as six months prior to displacement. It is anticipated that by adding time to the relocation process, residential tenants would benefit by having greater flexibility to plan a move around school schedules, as an example, orother personal considerations. Holdover tenants would be required to enter into a Rental Agreement with the City and make monthly payments. The City would assume responsibility for all property management functions. Holdover tenants would be required to conform to state and local law and the requirements of the City's Rental Agreement, or face eviction in conformance with the City's eviction policy as set forth in Section V.E. of this Plan. 21 55B-32 B. Notices Each notice that the City is required to provide to a property owner or occupant shall be personally delivered or sent via certified or registered first-class mail, return receipt requested and documented in each case file. Each notice would be written in plain, understandable language. Persons who are unable to read and understand any notice would be provided with appropriate translation and counseling. Each notice would indicate the name and telephone number of a person who may be contacted for answers to questions or other help. There are three principal notices: 1. General Information Notice (GIN), 2. Notice of Relocation Eligibility (NOE), and 3• go -Day Informational or Vacate Notice The GIN is intended to provide potential displacees with a general written description of the City's relocation program and basic information concerning benefits, conditions of eligibility, noticing requirements and appeal rights. The GIN would be issued at the time the properties are being appraised. NOES would be distributed to each commercial and residential displacee. The NOE that would be issued to business operators acknowledges the recipient's eligibility for assistance and right to make claims for relocation assistance benefits. The NOE to residential displacees, both tenants and owner -occupants, contains a determination of eligibility for relocation assistance and a computation of maximum entitlement based on information provided by the affected household and the analyses of comparable replacement properties undertaken by relocation staff. NOEs would be issued promptly following the Initiation of Negotiations (ION) with property owners. No lawful occupant would be required to move without having received at least go days' advance written notice of the earliest date by which the move would be necessary. The go -day vacate notice would either state a specific date as the earliest date by which the occupant may be required to move, orstate that the occupant would receive a further notice indicating, at least 6o days in advance for residential tenants and 30 days in advance for owner -occupants and non- residential occupants, the specific date of the required move. The go -day vacate notice would not be issued to any residential displacees before a comparable replacement dwelling has been made available. In addition to the three principal relocation notices previously identified, relocation staff would issue timely written notification in the form of a Reminder Notice, which discusses the possible loss of rights and sets the expiration date for the loss of benefits to those persons who: 1. Are eligible for monetary benefits, 2. Have moved from the acquired property, and 3. Have not filed a claim for benefits. Reminder Notices would be issued periodically throughout the qualification period. An attempt 22 55B-33 shall be made to make written contact with all non -responsive displacees no later than within the last six months prior to the expiration date to file a claim for benefits. C. Privacy of Records All information obtained from displacees is considered confidential and would not be shared without the consent of the displacee or the City or as a requirement of a specific Public Records Request in accordance with state law. Relocation staff would comply with federal regulations concerning the safeguarding of relocation files and their contents. D. Grievance Procedures A person who is dissatisfied with a determination as to eligibility for benefits, a payment amount, the failure to provide comparable replacement housing referrals, or the City's property management practices must file an appeal form or any other written form of appeal with the City's Design Engineering Manager or his/her designee (Hearing Officer). The Hearing Officer shall set a hearing date of no later than 3o days from receipt of the appeal. The person making the appeal shall have: i. The right to present oral and/or written evidence in support of the appeal, 2. The right to seek legal counsel (hired at the appellant's sole expense), and 3. The right to seek judicial review once having exhausted all ad ministrative appeal remedies. The Hearing Officer shall render a decision, in writing, within 3o days following the last day of the hearing. A copy of the decision would be mailed, via certified or registered mail, to the appellant and his/her authorized representative and copies would be filed in the relocation case file. The decision of the Hearing Officer shall be final, and the appellant shall be advised of the right to seek judicial review of the Hearing Officer's decision. E. Eviction Policy Eviction for cause must conform to applicable state and local law. Any person, who occupies the real property and is in lawful occupancy on the date of the ION, is presumed to be entitled to relocation payments and other assistance, unless the City determines that: i. The person received an eviction notice prior to the ION and as a result of that notice is later evicted, or 2. The person is evicted after the ION for serious or repeated violation of material terms) of the lease or occupancy agreement, and 3. In either case, the eviction was not undertaken for the purpose of evading the obligation to make available the payments or other assistance to which a person may otherwise be entitled. F. Citizen Participation The City conducted several public hearings for the Project on the following dates: May 22, 2012 - Open House Meeting to provide background and gatherfeedbacks 23 55B-34 • June 12, 2o12 - Presentation to South Main Business Association • JUlyio,2012-Open House Meeting to obtain comments and feedbacks • October 18, 2012 - Scoping Meeting to discuss CEQA and EIR process • February 13, 2013 - Meeting with CherryAerospace • May 13, 2013 — Environmental and Transportation Committee Meeting • February 3, 2015 - Public Meeting to present the Draft El R and gather comments • February 7, 2015 - Public Meeting to present the Draft El R and gather comments • April 8, 2015 - Meeting with various coalitions (Santa Ana Active Streets, EquityforAll, and others) to go over project information and right-of-way process • April 29, 2015 - Q&A Session at special meeting called by the Delhi Neighborhood Association • May 21, 2015 - Provided updated information and right of way process to the Delhi Neighborhood Association at their regular scheduled neighborhood meeting • 26June 18, 2015 - Provided updated information and right of way process to the Delhi Neighborhood Association at their regular scheduled neighborhood meeting • July 23, 2015 - Provided updated information Delhi Neighborhood Association and other interested parties. • September 1, 2015 - City Council adopted The Environmental Impact Report. • June 8, 2017 — Provided updated information to Delhi Neighborhood Association and other interested parties. • October 24, 2017 — Provide updated information to Delhi Neighborhood Association and other interested parties. • April 17, 2o18 — Council meeting for Relocation Plan Warner Phase 1. Relocation plan is available here. • April 25, 2o18 - Provided updated information to the Delhi Neighborhood Association. • October 16, 2o18 — Council meeting for Underground Utility District No. 37 Establishment. • July 17, 2oig - Provided updated information to the Delhi Neighborhood Association. As the process for implementing the Project advances, the City will observe the following protocol: 1. Provide affected tenants with full and timely access to documents relevant to the relocation program; 2. Encourage meaningful participation in reviewing the relocation plan and monitoring the relocation assistance program; including the occupants in the Project area, neighborhood groups and community organizations forming a relocation committee; 24 55B-35 3. Provide technical assistance necessary to interpret elements of this Plan and other pertinent materials; 4. Issue a general notice concerning the availability of the Plan for public review, as required, 3o days prior to its proposed adoption; G. Projected Dates of Displacement The City has approved acquisition and relocation activities, which began in March 2019 and would be completed no later than the fall of 2020, with construction scheduled to begin in summer of 2021, and the Project is anticipated to be completed by summer of 2022. H. Estimated Relocation Costs The total budget estimated for relocation -related payments for this Project, including a 20% contingency, is as follows: Relocation: $ 1,250,000 Contingency at 20%: S 250,000 Total: $ 1,500,000 The estimated relocation budget does not include any payments related to property acquisition, improvements pertaining to realty, or loss of business goodwill. In addition, the budget does not consider the cost of any services necessary to implement the Plan and complete the relocation element of the Project. If the Project is to be implemented, and circumstances arise that change the number of residential and business occupants or the nature of their activity, the City would authorize any additional, compensable funds that may need to be appropriated. The City pledges to appropriate, on a timely basis, the funds necessary to ensure the successful completion of the Project, including funds necessary for Last Resort Housing (LRH) as indicated in Section IV.D, of this Plan to meet its obligation under the relocation regulations. 25 55B-36 Exhibit A: Residential Interview Form RESIDENTIAL RELOCATION NfTERVIE4y P Partrl Ltd Srte Wb n Qmr. J 1 brew Da : _ _ _ Ini ORer Dale l 1 Cnaa N_ In[emiewer. Head of Household: Day Tel N {� ezc Address: VnRB 0�- Ocel Ow» e-n.ad_ Home TeM �� Olin Ml � S # DISPLACEMENT STATISTICS OT ER MONTHLY UTILITIES 0cvwp3 S - El Rem ElOwn FRl1ltLTl Y.- o ,,d eg-=-- =— 0 Airira..Vrix.iari IITLRE3 PAD BY TENANT- o� ❑EkUwnty E]W , r ETrr TypeoApt D� oOWL 0 � D "13 Dm'raccr..enr S� Features-RD- m-1 1 Repfacemenf Requke.nent 00. PA O �nicl Latino �%ryrr.. EDWT{Rg[r_ Fun�ahed niNv owm lnrr3imwe9 ❑Yes []Al.p O Other. - 0 Gas 0 Electricity 0 water Qlrash TCYaI NfrirW ru b Fii lP: �w. time 6 naweyeJ Conri'dm of v3i¢z[30� OGood ❑Fair ❑Poor PR11fARY LANGfIAGE: APdianrss Owned MTenant: 0 Erglish 0 Spa.'eh ❑ Law"yFas.p carps[ p K D moo Dam.:. OS[ave ❑Refigera[or OWlD ❑Pe6Y[desu )______.. ___._._- -----. D Dlheo OOcher. QwS N oPa.pans more a a me same tunes 0 Yes ❑ No SPECIALIZED NEEDS }tome busirreaa J.. ❑No ❑Yes fadwIXulneeslwJahffe.mwvasmmem- ram' ylfw.sehold? (films+hareb ni YwouFJla�cormderrdoradlout nFd.e area? ❑es ❑ No. ii ya-+'. �? L3 ... LiNo 0 Pfo p Yes o•mrcc, waxo9ve s.g 0 No ❑Yes INCOME INFORMATION same rePraP�mtdner�r Dye Orlo Hrmftpp� p No UYes W .re wL Nmy. 70EA ousa[aLQ�NaY y ........... a 9e laadirtlf RENTERS: To [ Monthly Rerrt SE Landlord: [all zmar�5, antt l� of 0 Modh�a.n.iR 0 Lease ONa®.Ilfb Cu.bd }J Da Ya+9�i.mne From open Lease e3q,irann.. dak l ! -spxYllannFeuYne.- ar�Y-�--- ---� orao ores DY. se�.ay Qrnn F' ..._......__._....__..........- ................--.. ❑ EEC. 8 � Tenan➢'s Portion d I�rrt � 2j Ham arty ofede adult :.m.ne ____ Aiew.al Review Q..e Daa: ! ! Need m ie nenrsonre s dam x rY..& MY Ci�eW nrkU... ............... .......... ................. .nc�X y n N. Fw tress aFYn one ]rea'/° f1lla D Yes F., k T2$t� Eal NN[P bCdfA.l'.- ...................................... 3J Are ewvme earners on OWNERSHIP) FINANCrnr INFORMATION ❑ YodDaDers} 0 D.F. cwe OB.er-% a mead tee. �� ��kly' ' or ae rase. ? M r U Yes wpn=-3a y oa,w.auro�aoy Poram Wry ,F.Pm•r ONO El Yes C3.en LM DYes O No ------------------- ...... --------.......--- 0. Loar i r Pd3cipY f OeW� Loan Qala.ee as W r I s a)ffibxYTb: [asrxrDimre.mn[uverl ❑Freed p+daiAle APR °/._OwaaGYa Pnt Latler Ilan 8 ProriarYTta'°`p°'.am°^'° Loa. it Pricip.YS OdgvlQ worklsrlvod] a rAve ax anuses wrir,rnn.e seen ] Lea, �a� r f s .'_ ` --" - Dues ON. ❑Fined ❑lari�le APR"C anacLtr wie p-Pdn>'-ai�utabn Als: ref. m Incene GF3fficatimw fora lcmer lmn s 0 -dher Ho�euo Y®u [wa o�rlD] a %a � i� eas.®n '%om y Y F Y F 31 Y F ei Y F si Y F Y F Y F 9) Y F FIOIEIi (use otlrsr side dneer-cox) ❑ mind m Respond: .Sgra. I Date: omr...a�..o 55B-37 Project Name: _ Name of Business Business Address: Contact Person: Phone Number: Mailing Address:. Exhibit B: Business Interview Form Funding Source Alternate Phone Number: Type of Business: ❑ Corporation ❑ Sole Proprietorship ❑ Partnership ❑ Nonprofit Primary Language: Gross Sales: $ Net Income: $ _Own site Lease site Lease Term & Options: Monthly Payment: Deposit: Other businesses under same entity: Description of Business Operation: Number of Employees: Move In Date: Employees with Disabilities Requiring Accommodations at Replacement Site Y / N 27 55B-38 Current Size & Physical Characteristics: Building Size: Lot or Yard Size: Current Zoning: Existing Building, Lot or Site Features: Replacement Site Preferences: Building Size: Lot or Yard Size: Purchase or Lease Desired Location(s): Desired Building, Lot or Site Features: Permits or Licenses Required: i 55B-39 Third Party Issues: Are there any sub -lessees, vendors or contractors operating on site? Y / N If yes to any of the above, please provide name & phone number(s). Are there any known liens, judgments or loan obligations on the business or personal property? Y / N Planning Issues: Specialists Needed? (move planning, equipment reinstallation, calibration) Y / N Anticipated Difficulty in Locating a Replacement Property: Estimated Time to Complete Replacement Site Plans, Improvements and Move: Anticipated Need for Advance Relocation Payments: Y/ N Resolution of F&E Ownership: Comments: Relocation Consultant: Date of Interview: ►TO 55B-40 Exhibit C: HCD Income Limits - Orange County &NJIN NEWS DEPARTMENT OF HOUSING AHD OOMMUNITY DEVELOPMENT DIVISION OF HOUSING POLICY DEVELOPMENT 2 w_ EI famnn Avenue, s,lre 500 Sawamenlo, CA 95633 (016) 20129111 FAX P16I26°. Tr •xw.nctl.ce.ow May 6, 2019 MEMORANDUM FOR: Interested parties FROM: Zachary Olmstead, Deputy Director Division of Housing Policy Development SUBJECT: State Income Limits for 2019 Attached are briefing materials and State Income Limits for 2019 that are now in effect and replace2i State Income Limits_ Income limits reflect updated median income and household income levels for extremely low-, very low-, low-, and moderate -income households for California's 66 counties_ The 2019 State Income Limits are on the Department of Housing and Community Development (Elli website at htto:!lwww.hod.ca_govfgrantsfundinglincome- I imitslstate-and-federal-income-limits.shtml. State Income Limits apply to designated Programs, are used to determine applicant eligibility (based on the level of household income) and may be used to calm late affordable housing costs for applicable housing assistance programs_ Use of State Income Limits are subject to a particular program's definition of income, family, family size, effective dates, and other factors_ In addition, definitions applicable to income categories, criteria, and geographic areas sometimes differ depending on the funding source and program, resulting in some programs using other income limits. The attached briefing materials detail Calitomia`s 2010 Income Limits and were updated based on: (1) changes to income limits the U 5. Department of Housing and Urban Development (HUD) released on April 24, 2019 for its Public Housing, Section 8, Section 202 and Section 811 programs and (2) adjustments HCD made haled on State statutory provisions and its 2013 Hold Harmless (i Policy. Since 2013, HCD's HH Policy has held State Income Limits harmless from any decreases in household income limits and median income levels that HUD may apply to the Section 8 Income Limits. HUD determined its HH Policy was no longer necessary due to federal law changes in 2008 (Public Law 110-98) prohibiting rent decreases in federal or private activity bond funded projects_ For questions concerning State Income Limits, please contact HCD staff at (916) 263-2911. 30 55B-41 2D19 Slate Income Limits Briefing Materials California. Code of Regulations, Title 25, Section 6932 Overview The Department. of Housing and Community Development (HCD), pursuant to Health & Safety Code Section 50093(c), must file updates to its State Income Limits with the Office of Administrative Law. HCD annually updates these income limits based on U_S_ Department of Housing and Urban Development (HUD) revisions to the Section 6 Income Limits that HUD released on April 24, 2019. HUD annually updates its Section 8 Income Limits to reflect changes in median family income levels for different size households and income Ilm its for extremely low-, very low-, and low-income households_ HCD, pursuant to statutory provisions, makes the following additional revisions: (1) If necessary, increase a county's area median income to equal California's non -metropolitan median income, (2) adjusts area median income and household income category levels to not result in any decrease for any year after 2000 pursuant to HCD's February 2013 Hold Harmless (HH) Policy Hi HH Policy was implemented to replace HUD's HH Policy, discontinued in 2009, to not decrease income limits and area median income levels below a prior years highest lowland, (3) determines income limits for California's moderate -income category. Following are brief summaries of technical methodologies used by HUD and HCD in updating income limits for different household income categories. For additional information, please refer to HUD's briefing materials at. htlos7lwmv.huduser.covloortalldalasetsliUlillgllncomeLlmitsMethodolocv- FY19.odf. HUD Methodology HUD Section 8 Income Limits begin with the production of median family incomes. HUD uses the Section 8 program's Fair Market Rent (FMR) area definitions in developing median incomes, which means developing median incomes for each metropolitan area, parts of some metropolitan areas, and each non -metropolitan county. The 2019 FMR area definitions for California are unchanged from last year. HUD calculates Section 8 Income Limits for every FMR area with adjustments for family size and for areas with unusually high or low family income or housing -cast -to -income relationships. Extremely Low-income In determining the extremely low-income limit, HUD uses the Federal Poverty Guidelines, published by the Department of Health and Human Services. HUD compares the appropriate poverty guideline with 60% of the very low-income limit and choose the greater of the two. The value may not exceed the very low-income level. Very Low-income The very low-income limits are the basis for all other income limits. The very lore -income limit typically reflects 50 percent of median family income (MFI) and HUD's MFI figure generally equals two times HUD's 4�person verylow-income Iimlt HUD may adjustthe very low-income limit for an area or county to account for conditions that warrant special considerations. As such, the very low-i ncame limit may not always equal 50% MFI. Lowdnceme In general, most low-income limits represent the higher level of: (1) 80 percent of MFI or, (2) 80 percent of state non -metropolitan median family income. However, due to adjustments that HUD sometimes makes to the very low-income limit, strictly calculating low-income limits as 80 percent of MFI could produce unintended anomalies inconsistent with statutory intent (e.g, very low-income limits being higher than lowdncome Iimits).Therefore, HUD's briefing materials specify that, with some exceptions, the lowincome limit reflect 160 percent of the very low-income limit. Page 2 of 4 31 55B-42 2019 State Income Limits Briefing Materials California Code of Regulations, Title 25, Section 6932 HUD may apply additional adjustments to areas with unusually high or low housing -costs -to -income relationships and for other reasons. This could result in low-income limits exceeding MFI. Median Family lncornelArea Median Income HUD references and estimates the MFI in calculating the income limits. California law and State Income Limits reference Area Median Income (AMI)that, pursuant to Health & Safety Code 60093(c), means the MFI of a geographic area, estimated by HUD for its Section 8 Program. HUD's calculations of Section 8 Income Limits begin with the production of MFI estimates. This year, MFI estimates use the 2016 American Community Survey. HUD then adjusts the survey data to account for anticipated income growth by applying the Consumer Price Index inflation forecast published bylhe Congressional Budget Office through mid-2019. HUD uses the MFI to calculate very low-income limits, used as the basis to calculate Income limits for other income categories. For additional information, please see HUD's methodology describing 2019 MFI's at httosfhvwwhuduser covinorta.11datasetslillill9!Medians-Methodolo v-FY79r.odf_ Adjustment Cakulafions HUD may apply adjustments to areas with unusually high or low family income, uneven housing-cost-ta income relationship, or other reasons_ For example, HUD applies an increase if the four -person very, low-income limit would Otherwise he less than the amount at which 35 percent of it equals 85 percent of the annualized two -bedroom Section 6 FMR (or 401° percentile rent. in 6fP percentile FMR areas). The purpose is to increase the income limit forareas where rental -housing costs are unusually high in relation to the median income. In certain cases, HUD also applies an adjustment to the income limits based on the state non - metropolitan median family income level. In addition, HUD restricts adjustments so income limits do not increase more than five percent of the previous years very low-income figure OR twice the increase in the national MFI, whichever is greater Forthe 2019 income limits, the maximum increase is 1C%from the previous year. This adjustment does not apply to the extremely low-income limits. Please refer to HUD briefing materials for additional information on the adjustment calculalions. Income Limit Calculations far Household Sizes Other Than ..Person The income limit statute requires adjustments for family size. The legislative historyand conference committee report indicates that Congress intended that income limits should be higher for larger families and lower far smaller families_ The same family size adjustments apply to all Income limits, except extremely low-income limits, which are set at the poverty income threshold. They are as follow Number of Persons in Household: 1 2 3 4 5 6 7 8 Adjustments, 70% 80% 90% Base 11 116% 124% 132% Income Limit Calculations for Household Sizes Greater Than &Persons For households of more than eight persons, refer to the formula at the end of the table for 2019 Income Limits. Due to the adjustments HUD can make to income limits in a given county, table data should be the only method used to determine program eligibility. Arithmetic calculations are applicable only when a household has more than eight members. Please refer to HUD's briefing material for additional information on family size adjustments. Fage H of 4 32 55B-43 2019 State Income Limits Briefing Materials California Code of Regulations, Title 25, Section 6932 HCD Methodoloav State law (Health & Safety Code Section 50093, et seq.) prescribes the methodology HCD uses to update the State Income Limits. HCD utilizes HUD's Section 8 Income Limits. HCD's methodology involves:. (i) if necessary, increasing a county's median income established by HUD to equal California's non -metropolitan county median income determined by HUD, (2) applying HCO's HH Policy, in effect since 2013, to not allow decreases in area med tan income levels and household income category levels, (3) applying to the median income the same family size adjustments HUD applies to the income limits, and (4) determining income limit levels applicable to California's moderate -income households defined by law as household income not exceeding 120 percent of county area median income. Area Median Income and Income Category Levels HCD, pursuant to federal and State law, adjusts median income levels for all to counties so they are not less than the non -metropolitan county median income established by HUD ($84,800 for 2019)_ Next, HCD, for all counties, applies its HH policy to ensure area median income and income limits for all household Income categories do not fall helm any level achieved in the pdor year Moderate -Income Levels HCD is responsible for establishing Cal'domia's moderate -income limit levels. After calculating the 4- person area median income (AMI) level as previously described, HCD sets the maximum moderate - income limit to equal 120 percent of the county's AMI_ Applicability of California's Official State Income limits Applicability of the State Income Limits are subject to particular programs as program definitions of factors such as income, family, and household size vary. Some programs, such as Multifamily Tax Subsidy Projects (MTSPs), use different income limits_ For MTSPs, separate income limits apply per provisions of the Housing and Economic Recovery Act (HERA) of 2008 (Public Law 110-289). Income limits for MTSPs are used to determine qualification levels as well as set maximum rental rates for projects funded with tax credits authodzed under Section 42 of the Internal Revenue Code (Code). In addition, MTSP income limits apply to projects financed with tax-exempt housing bonds issued to provide quaffed residential rental development under Section 142 of the Code. These income limits are available at httollwww_huduser ortildatasetslmtso html Page 4 of 4 33 55B-44 County Inca Catagery Number of of Persona In Household 1 2 1 3 1 A I 5 I8 7 8 Lasl page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent AmmeAe County Area Median Income: $111,700 Extremely Low 26050 29750 1 33450 371SO 40150 431CO 46100 49050 Very law Income 43400 49606 S5800 61950 66950 71900 768SO 81800 Law Income 690M 789SC 88700 55 980 1C64SO 1142TO 122250 116100 Median Income 78200 201SO 100550 1111700 1206SO 1205501 188S00 1474SO Moderate income 93950 107250 1206SO 134050 1447SO ISS5001 166200 176950 Alpine County Area Median Income: $94,900 Extremely Low 18150 207SO 233SO 2S900 10170 34S90 39010 41410 Very Law Income 90250 34600 38900 43200 46700 S0150 53600 57050 Law Income 46100 526SO 59250 65800 71100 76350 81600 86900 Median Income 66450 75900 85400 64600 102500 710100 1177Q0 125250 Moderate income 79750 91100 102500 113§00 12.;" 132100 141250 150350 Amador County Area Median Income- $73,600 Extremely Low 15500 17700 21330 25750 30170 34590 39010 43430 Very Law Income 259M 29450 33150 36900 39750 427CO 45650 48600 Low Income 412SO 47150 S3050 S8900 636SO G8350 73050 77750 Median Income 51500 58900 66250 73600 79500 85400 91250 97150 Moderate Income 61WO 706SO 79450 88300 95S50 1024501 109500 116SSO Butte County Area Median income: $66,500 Extremely Low 140M 16910 21330 2S750 10170 34590 39010 43430 Very Lew Income 23320 26600 29950 33250 31953 38000 41250 439CO Low Income 37250 42600 47900 53200 57500 61750 66000 70250 Median Income 46550 53200 59850 66500 71800 77150 82450 87800 Moderate income 55850 638SO 71800 7§800 86200 92550 98950 1053SO Calavems County Area Median Income: $75,300 Extreme Low 15950 18100 1 21330 25750 30170 34590 39010 43430 Very taw Income 26400 301SO 33900 37650 40703 43700 46700 49700 Low Income 42200 49200 54250 50250 65100 699CO 74750 79550 Median Income 52700 50250 67750 76300 81301) 97350 93350 99400 Moderate Income 632SO 723W I 81300 90350 97600 10480E 112050 1192SO Colvsa County Area Median lncom a $94,800 Extremely Low 13650 16910 21330 25750 30170 34590 39010 1 42800 Very Sow Income 22700 259SO 29200 32400 35003 37GOO 40200 428W Low Income 36300 41500 46700 S1850 56000 60150 64100 69450 Median Income 4S3SO 51850 S8300 84800 70000 7S150 803SO 85S50 Moderate Income 54450 62200 70000 777SO 83950 902CO 96400 102650 Contra Corm County Area Median Income: $111,700 Extremely Low 26050 297SO 33450 37iSO 40150 43100 46100 49050 Very Law Income 4S400 406M S5800 G1950 669SO 71900 768SO won Low Income 69000 79M 89700 98550 106450 114350 122M 13C100 Median Income 78200 89350 100550 111700 120650 129550 138500 1474SO Moderate income 93850 107250 1 12WSC 134050 144750 1555001 1MOO 176950 Dal Norte County Area Median Income- $64,800 Extremely Low 13650 16910 21330 257SO 1 30170 34590 39010 42800 Very Law Income 22700 25950 29200 32400 35000 376CO 40200 42800 Low Income 36300 41SOO 46700 S1850 56000 60150 64300 6134.50 Median Income 45250 518SO S8300 6000 70000 75150 80150 85550 Moderate income 54450 62200 70000 777SO 83950 90200 96400 1026SO 34 55B-45 County Income Catogmy i Num bar of persons in Household 1 2 1 3 1 4 1 6 1 6 1 7 8 Las[ page instructs how to use income limas to determine applicant efigibilq and calculate affordable housing cost and rent El Dorado County Area Median Income: $83,800 Extremely Low 17600 20100 226W 25750 30170 34590 39010 43430 VeryLow Income 29300 334S0 17650 41800 451SO 49500 S18SO 55200 Low Income 46 550 1.1 60250 66900 72300 77650 830011 88350 Median Income 58500 66400 75250 806@D 90300 97000 103650 110350 Moderate Income 70200 80250 90250 100300 108300 116350 1 124350 13240D Fresno County Area Median Income: $64,80D Extremely Low 13650 16910 1 21330 25750 30170 34590 39010 42800 Very Law Income 22700 2S950 29200 12400 3S000 37600 40200 42" Law Income 36300 41500 46700 51850 Sfi000 60150 64300 68450 Median Income 4S3SO 518S0 58300 64860 70000 751SO S03SO 85SSO Moderate Income 54450 62200 70000 77750 93950 90200 96400 102650 Glenn County Area Median Income: $64,800 Extremely Low 1365D 16010 1 21S30 25750 30170 34590 39010 42800 Very tow mcome 22700 254SO 292M 32400 35000 3760D 40200 42,900 Law Income 56300 41500 46700 51850 5600D 60153 64300 69450 Median Income 45350 51650 5830o P.4800 70000 7S1SO 80350 85550 Moderate Income 54450 62200 70000 77750 83950 90200 96400 102650 Humboldt County Area Median Income: $64,800 Extremely Low 13650 16910 21330 25750 30170 34590 39010 42800 Ve Low Income 22700 25950 29200 32400 35000 37600 40200 42800 Low Income 362M 41500 467D0 51a54 Sfi002 6015D 64300 68450 Median Income 45350 51950 5930D 64800 70000 75150 80350 95550 Moderate Income 54450 62200 700M 777SO 91950 90200 96400 1026SO Imperial County Area Median Income: $ 4,800 Extreme) Low 13650 16910 21330 25750 30170 34590 39010 42800 Very Low Income 22700 2S950 202M 32400 3S000 37600 40200 42200 Low Income 36300 41500 46706 51850 56000 60150 64300 68450 Median Income 45350 519SO 58300 64800 7000D 75150 80350 85550 Moderate Income 54450 62200 70000 77750 83953 90200 96400 1026S0 Inyo County Area Wdlan Income: $72,70D Emtnemely Low 15300 17450 1 21330 25750 30170 1 34590 39010 43430 Very low Income 2S450 29100 32750 36350 39300 42200 4S100 49" Low Income 407511 46505 523 5S150 62850 67500 72150 76800 Median Income 50900 58150 6543500 72760 78S00 843SD 901S0 95950 Moderate Income 61050 69S00 79550 87250 94250 1 101200 108200 115150 Kem Cou rdy Area Median Income: $64,800 Extremely Low 13650 16910 21330 25750 30170 34590 39010 42800 Ve Low Income 22700 25950 29206 32400 35000 37600 a0200 42200 Law Income 36300 41500 46700 51850 Sfi000 60150 64300 68450 Median Income 45350 S16S0 58300 6000 70000 75150 80350 85550 Moderate Income 54450 62200 7000D 77750 83950 90200 96400 102650 Kings County Area Median Income: $64,800 Extremely Low 1365D 16510 21S30 257SO 30170 34590 39010 42800 Very Law Income 22700 25950 29200 32400 35000 37 fi00 40200 42800 Law Income 16300 41500 46700 5165D S6000 6015D 64300 69450 Median Income 45350 51950 5930D 64800 70000 75150 80350 85550 Moderate Income 54450 622M 70000 777SO 839S0 1 90200 96400 102650 35 55B-46 Counly Income Category Number of Pomona In Household 1 2 3 1 4 1 6 1 6 7 8 Last page instructs how to use income limits to determine applicant eliobility and calculate affordable housing. cost and rent Lake County Area Median Income: $64,800 Extremely Low 13650 16910 21330 25750 W170 34S90 S9010 42800 VM Law Income 22700 25950 29200 32400 35000 376CO 40200 42800 Lox Income 361 41500 46700 S1S50 S60c0 60150 64300 684SO Median Income 45350 518S0 59100 64800 70000 75150 80350 S5550 Moderate Income S4450 62200 1 70000 1 77750 91050 1 00200 96400 102GSO Lassen County Area Median Income: 566,400 Extremely Low 14600 16910 21130 25750 30170 34590 39010 43430 Very Law Income 24300 27800 31250 34700 375CO 40300 43050 4585C Law Income 38S50 44400 49950 55500 59950 64400 69950 73300 Median Income 49600 55500 62450 6%00 74950 905CO 86050 9160C Moderate Income 59300 56650 74950 83300 89950 95650 103300 109950 Los Angeles County Area Median Income: 575,100 Extremely Low 21950 250S0 29200 31300 11850 36350 39010 43410 Very Low Income 36550 41900 47000 52200 564CO 60600 64750 6995C Law Income 59450 56800 75150 83500 91 959CO 103550 1102SO Median Income 51150 59500 65SD0 75100 7S950 948CO 90650 9650C Moderate Income 61400 701SO 79950 87700 94700 1017501 1087SO 115750 Madera County Area. Median Income. $64,800 Extremely Low 1.1650 16910 21330 25750 30170 34590 39010 4280C Very Law income 22700 259SC 29200 32400 35000 376CO 402C0 42800 Law Income 36300 41500 46700 51850 S6000 60150 64100 69450 Median Income 45350 S1850 58300 6006 70000 75150 83350 85550 Moderate Income 54450 62200 I 7000C I 77750 83950 1 90200 96400 102650 Morin County Area Median Income: $136,800 Extreme Low 33850 38700 435SO 48350 52250 561C0 60000 63a5C Very Law Income 56450 64500 72550 80600 87050 93500 99950 106400 Law Income 00450 1033S0 11625C 129150 139S00 149850 1S0150 1705W Median Income 05750 109450 12310C 186800 147750 1S8700 1601 180600 Macerate Income 114900 131300 1147750 1 16415e 1773CO 190400 2015SO 2167W Maripasa County Area Median Income: S66,SOa Extremely Low 13800 16910 21330 25750 M170 34S90 S9010 42800 Very Law Income 22950 26200 29500 32710 354CO 38000 40650 4325C Law Income 3'700 41950 47200 52400 566CO 608CO 65000 6920C Median Income 45950 52400 S8950 66606 70750 76000 81200 964SC Moderate Income SS000 62900 70750 7,9600 94900 91200 974S0 103750 Mendodim County Area Median Income: 564,S00 Extremely Low 13650 16910 21330 25750 30170 34590 39010 I 4280C Very Law Income 227CO 25950 29200 12400 3S000 376c0 40200 42800 Low Income 36300 41500 46700 51850 56000 60150 64300 6945C Median Income 45350 51950 58300 64800 7000O 75150 80350 9555C Moderate Income 54450 52201) 1 70000 77750 83950 902CO 964CO 102650 Merced County Area Median Income: S%,800 Extremely Low 13650 16910 21330 25750 1 30170 34590 39010 1 42800 Very Law Income 22700 259SO 29200 32400 35000 37600 40200 42800 Law Income 36300 41500 46700 S1S50 56000 60150 643CO 6945C Median Income 45350 51850 58300 64800 7000O 75150 80350 8555C Moderate income 54450 62200 1 7C000 777S0 83950 90200 964C0 102GSO 36 55B-47 E;� [noCuunl An:a Medic Sal,: Montemy Co Area Medic $74, Nepa Chun" hrea MedGE $13 Nevada Gorr Area Meth€ Ss4 EA [-- uCow An:a Medic $70; 37 55B-48 County Income C,14,19dry i Number of Pe otn in Household 1 4 1 3 1 • I A Ia 7 a Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent R4verside County Area Median Income: $69,700 Extremely Low 15100 17250 21110 25750 30170 34590 39010 41410 Very Law Income 25150 287SO 323So 35900 38800 416SO 445SO 47400 Lmv Income 40250 460Qo 517So 57450 62050 66650 712SO 75850 Median Income 48800 SS750 62730 00700 75300 80850 86450 92000 Moderate income 58550 66900 1 75300 1 a1650 90350 97050 102750 110400 Sacramento County Area Median Income: $83,600 Extremely Low 17600 2010D 22600 25750 30170 34590 19010 43430 Very Law Income 29300 33450 37650 41800 45150 48500 51250 55200 Lax Income 46850 53550 60250 66900 72300 77650 83000 89350 Median Income 585CO 66900 75250 83600 90300 97000 103650 110350 Moderate Income 702M 802So I 90250 1 100100 108MO I 116350 124150 112400 San Bonito County Area Median Income. $84,000 Extremely Low 21450 24500 27550 30600 33050 35500 39010 43430 Very Law raceme AS700 4090D 45906 51000 55100 59200 632SO 673SO Low Income 57150 5S3QQ 73450 21600 88150 1,470Q 1o12DQ 107750 Median Income S1150 67600 760SC "see 91250 99 Mo 104900 111550 Moderate Income 71000 81100 1 IJ1250 I 10140C 3C950C 117600 1 125750 133950 San Bernardino County Area Median Income: $69,700 Extremely Low 15100 172SO 21110 25750 10170 34S00 39610 43430 very low Income 25150 28750 32350 35900 39800 41650 44550 47400 Low Income 40250 40000 51750 57450 62050 66650 71250 75850 Median Income 48800 55756 62750 69700 >5300 86850 86450 92000 Moderate income 58550 66900 1 75100 1 83650 90350 97050 103750 110400 San Diego County Area Median income: $86,300 Extremely Low 22500 25700 2890D 32100 1 34700 1 3725D 39950 43430 Very Law Income 37450 42800 48150 53500 578M 62100 66350 706.50 Lox Income 59950 68500 77050 00 856 92450 99300 106150 113000 Median Income 60400 69050 776So 86300 93200 100100 107000 1139D0 Moderate Income 72500 82950 9320D 103550 1 111950 120100 1284D0 1367DO San Francisco County Area Median Income: $136,800 Extremely Low 33850 3974D 1 43550 1 483SO I 52250 I S6100 1 6D000 63850 Very Law Income 56450 64500 72556 80600 87050 93500 99,350 166400 Lax Income 90450 103350 116250 129150 139500 149850 160150 1705 DO Median Income 95750 109450 123100 136000 147750 1 1587001 169650 120600 Moderate income 114903 i31300 1 147750 1 164150 1 177300 1 11304001 203550 216700 San Joa clu l n County Area Median Income: $71,400 Extremely Low 14700 16910 21330 25750 10170 34590 39010 41410 Very Low Inoome 24500 28000 31501} 35000 17800 40900 43400 462M Low Income 39200 44800 50400 56000 60500 65000 69450 73950 Median Income 50000 57100 64250 71.00 Nil82800 BASSO 94250 Moderate Income 50000 58550 77150 85700 25 950 99400 106250 113100 San Luis Obispo County Area Median Income: $87,50D Extremely Low 18900 216DD 2430D 26950 30170 34590 39010 43430 Very Law Income 31500 360D0 40500 4495D 4,1550 52150 55750 59350 Low Income 50350 57556 64750 71900 77700 83453 89200 94950 Median Income 61250 70000 7875C 87500 94500 1 101560 108500 115500 Moderate Income 73500 240M 9450i 105000 113400 121800 130200 138600 38 55B-49 County Ineoma CaWgory i Number of Persona in Household 1 2 1 D 1 4 1 6 16 7 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Riv arc We County Area Median Income: $69,700 Extremely Low 1510D 17250 21330 25750 30170 34590 3901C 43430 Very Low Income 2515C 28750 32350 35900 38900 41650 4455C 47400 Low Income 40250 460D0 51750 574511 62050 6fifi5D 71250 75850 Median Income 4880Q 55750 52750 69700 7530D 84850 8645C 92000 Moderate Income SASSO 66900 7530n 83650 90350 070S0 IOS75O 110400 Sacramento County Area Median Income: $83,600 Extremely Low 17600 201D0 2260D 25750 30170 34590 39010 43430 Very low Income 2930n 33450 3765n 41800 45150 42500 S18S0 SS200 Low Income 46950 555SO S02SC 66900 72300 77650 1 83D00 89350 Median Income 5850n 66900 7525n 83600 10300 nO 07O 103 650 110350 Moderate Income 70200 80250 90250 100300 108200 116350 1243SO 112400 San Benito County Area Median Income: 584,500 Extremely Low 21450 24500 275SO 30600 33050 35500 39010 43430 very Law Income 35700 40500 45900 51000 55100 59200 63250 67350 Low Income 57150 653DD 73450 81600 88150 94700 101200 107750 Median Income 59150 6760D 7605Q 64$00 91250 98000 104800 111550 Moderate Income 7100Q 8110D 912SO 1014n0 109500 117MO 1 12S7SO 13385n San Bernardino County Area Median income: $69,700 Extremely Low 15100 17250 21330 25750 30170 34590 3901C 43430 Very low Income 2S1S0 28750 121SO 15900 38800 416SO 44SSO 474n0 Low Income 40250 4600D 51750 574SO 62050 66650 7125C 75850 Median Income 48806 5575Q 6275Q 6470Q 75300 80850 86450 92000 Moderate Income SBSSn 66900 751M 83650 94350 970S0 103750 110400 San Diego County Area Median Income: $86,300 Extremely Low 22SOO 25700 280M 32100 34700 372SO 39850 43430 Very Low Income S7450 1 42800 481SO 53500 57900 62100 6635C 70650 Low Income 59950 68500 7705Q 85600 92450 99300 106150 113060 Median Income 604DD fi9056 77650 66300 93200 10C10D 1 1070013 113900 Moderate income 7250Q 829SO 93200 1C3550 111850 I 120100 128400 1367W San Francisco County Area Median Income: $136,800 Extreme Low 33850 39700 4355Q 48350 52250 56100 6n000 fi3850 Very Law Income 5645C fi4500 72550 80600 87050 93500 99950 SD64D0 Low Income 9045C 103350 116250 1 129150 139500 1498511 160110 17C500 MWlen Income 9575Q 109450 123100 136800 1477SC 1587QQ 1596so 180600 Moderate Income 114900 131300 147750 1 164150 177300 I 1904nD I 203556 2167n0 San Joaquin County Area Median Income: $71,400 Extremely Low 14700 16910 21330 25750 30170 34590 3901C 43430 Very Low lnmme 24500 280D0 31506 3500D 37800 4060D 4340C 46200 Low Income 392tln 44800 SO4no 56000 M500 65n00 Mn 73950 Median Income S00W 57100 642SO 71400 77100 82800 SASS0 WS111 Moderate Income 600M 6SS50 77150 85700 92550 99400 106250 1131DD San Luis Obispo County Area Median Income: $87, 500 Extremely Low 1890C 216W 24300 2fi950 20170 24590 39010 42420 Ve Low Income 315Q0 36000 4050Q 44950 48550 52150 55750 59350 Low Income 5035D 57550 54750 71900 77700 83450 8920C 94950 Median Income 61250 70006 78750 8T500 9450D 10150Q 1O85DD 115500 Moderate Income 7A 84000 9450n 105nD0 1134n0 1213 13055W 118600 39 55B-50 County Income C Number of Persons in Household 1 2 1 S 1 4 1 fi 16 7 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent San Mahar County Area Median Income: $138.800 Extremely Low 338S0 38700 43550 48350 S2250 56100 60000 63850 Very Low Income 56450 64500 72550 80600 87050 93500 99950 106430 Lax Income 90450 103350 116250 129150 139500 149950 160150 170500 Median Income 9S750 1D9450 123100 1361 147750 158700 1 169650 180600 Moderate Income 114900 131300 147750 36415C 17730C 190400 1 2035S0 2167M Santa Barbara County Are. Median Income_ 579,60D Extremely Low 2.1200 26500 29800 33100 35750 39400 41050 43700 Very Low Income 39650 1 44150 49654 1 55150 59600 64000 69400 72800 Low Income 61954 1 706S0 79500 88300 95400 1 1424511 109500 116600 Median Income 55700 fi3007 71650 79600 85950 92350 98700 165050 Mcderate Income 66850 76400 85950 1 95500 103150 I 11011 118400 126050 Santa Clara County Area Median Income: $181p00 Extremely Low 30750 35150 39550 43900 47450 50950 54450 57950 Very Law Income 51250 585S6 rS8S0 73150 79050 94900 90750 91 Lax Income 72750 831S0 9.1550 10290C 11225C 12OSS0 128950 137150 Median Income 92000 105100 118250 131400 141900 152400 1fi2950 1734S0 Moderate Income 110400 12515D 1419S0 157700 170300 1829S6 I 19S5S0 7091SO Santa Cruz County Area Median Income: $98.000 Extremely Low 25900 29450 31150 36500 39750 42700 45650 49600 Very law Income 42950 49100 SS256 6135D 66300 7120D 76100 81000 Low Income 69900 79750 886D0 98400 30630C 114150 122050 1145900 1299DO Median Income 68600 79400 1 89200 1 981 105850 113700 1211W 129350 Moderate Income 82300 941D0 105850 11750C 127000 40 1360 155M Shasta County Area Median Income: $64,800 Extremely Low 1.1650 16910 21330 25750 30170 34590 39010 42800 Very Law Income 22700 25950 29200 32400 35000 37600 40200 42,800 Lev Income 36300 41500 46700 53850 56000 60150 64300 68450 Median Income 45150 S1856 58306 li 70000 751SO I 803S0 855S0 Moderate income 54456 62200 70006 77750 839S0 9620D 96400 1026SO Sierra County Area Median Income: $71,SOD Fxtremely Low 15950 181M 21336 25750 3017D 34S90 39010 43430 Very taw Income 26404 1 30200 33950 1 37700 40750 43750 1 46750 49800 Low Income 42250 482S6 5430a no MSG 69950 63300 74800 79600 Median Income 50250 57450 fi4600 71800 77550 89050 Woo Moderate Income 60300 58900 77550 86150 93050 99950 106950 1137D0 Siskiyou County Area Median Income: ;04,80D Extremely Low 13650 16910 21330 25750 30170 34590 39010 4280D Very Law Income 22700 25950 29200 32400 35000 37600 40200 42800 Law Income 36306 41500 46700 51850 56000 60150 64100 694SO Median Income 45350 51850 58300 54800 70000 75150 80350 85550 Moderate Income 54450 62206 700 In 77750 83950 90200 96400 102650 Solana County Area Median Income: 686,70D Extremely Low 18000 2060D 231S0 25750 30170 34590 39010 43430 Very Law Income 30000 34300 38600 42850 46300 49750 S31S0 566M Low Income 49000 54850 61700 68550 74050 79550 95050 90500 Median Income 60000 Sasso 77150 1 86708 925S0 99400 1062S6 113100 Moderate Income 72004 82300 92550 10285C IY1100 1193D0 127550 135750 im 55B-51 County Ynconte N umber ur Persons In Householdcategory 1 2 3 1 4 1 5 1 S 1 7 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Sonoma County Area Median Income. $93,300 Extremely Low 22700 25950 29200 1 32400 35000 37600 1 40200 1 43430 Very lnw Income 37800 432DD 4860D 54000 S8350 62651) 67000 71300 Low Income 60500 69150 7790D 86400 93350 1002501 107150 114050 Median Income 65300 746% 83950 93300 IC0750 IN2501 115700 123150 Moderate Income 78150 89550 1 100750 1 1119SC 120900 129850 1 1188DO 147750 Stanislaus County Area Median Income: $64,800 Extremely Low 13650 16910 21330 25750 30170 34593 39010 42800 Very Lew Income 22700 2S9S0 202M 32400 15000 37603 40200 42900 Law Income 363011 41500 46700 51850 51020 60150 64300 69450 Median Income 4S350 S18S0 583D6 64600 7000D 751SD 803S0 85550 Moderate Income 54450 62200 7000D 77750 93950 90200 96400 102650 Sutter County Area Median Income. 564,800 Extremely Low 1.1650 16916 21130 2$750 30170 34590 .19010 42800 very Law Income 22700 25950 2920D 32400 35000 3760D 40200 42A00 Law Income 36300 415D0 4670D 51850 56000 60150 64300 69450 Median Income 45350 51850 5830D 64806 70000 75150 90350 95550 Moderate Income 54450 62200 1 70000 1 77750 83950 1 913200 96400 102650 Tehama County Area Median Income. $64,800 Extremely Low 13650 16910 21330 25750 30170 34590 39010 1 42800 Very Law Income 22700 25950 29200 32400 35000 37600 40200 42,800 Law Income 36300 415M 4670D 51850 SECOn 681S3 64100 68450 Median Income 4S3S0 S1950 58300 Bd600 70000 751SD 80350 85550 Moderate Income 54450 S2200 1 70nW 77750 83950 90200 96400 102650 Trinity County Area Median Income: $64800 Extremely Low 13650 16910 21130 25750 30170 34590 39010 42800 Very Law Income 227CO 25950 29200 32400 35000 3760D 40200 42800 Law Income 16300 41500 467W S185D "non ME 64100 68450 Median Income 45350 51850 58.1w 04000 7C000 75150 80350 95550 Moderate Income 54450 62200 1 70000 1 77750 83950 90203 96400 3.02650 Tu lam County Area Median Income. $64,800 Extremely Low 13650 16910 21330 25750 30170 34590 39010 42800 Very Law Income 22700 2S9SD 202M 12400 3500D 37600 40200 42800 Lox Income 36300 41500 4670D 51850 56000 60350 64300 68450 Madlan Income 4S350 51850 5830D 9000 7000D 751SD 803S0 85SS0 Moderate Income 14450 62200 I 7MD0 I 7775D 91050 90200 1 96400 1026SO Tuolumne County Area Median Income: 566,700 Extremely Low 13950 16910 21330 25750 30170 34590 39010 1 43400 Very Law Income 23250 266DD 2990D 33200 35900 38550 41200 43850 Low Income 37200 425D6 47800 53100 57350 61600 65850 70100 Median Income 46700 53350 60050 66706 72050 77350 92700 99050 Moderate income 56050 64050 1 720SO 90050 86450 92850 99250 105650 Ventura County Area Median Income: 597,800 Extremely Low 22000 25150 28300 31400 33950 36450 .19010 43430 Very Law Income 36650 41950 47100 52.100 56500 60700 64900 69050 Lox Income S8600 670M 7S3S0 83700 90400 97100 103800 1105DD Median Income 69450 79250 8800D 97809 1134501 121250 12910D Moderate income 82150 9.1900 1 105GC0 I 11735C _110E56DECJ 12675C 1361S0 1 145500 154900 41 55B-52 County Income Category i Number of Persons in Household 1 2 1 3 1 4 1 S 1 E 1 7 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Yolo County Atea Median Income: $87,900 Extremely Low 18450 2110D 23750 26350 30170 34590 39010 43430 Very Low Income 3080C 3520D 39600 43950 47500 51000 54500 59050 Low Income 49250 56250 63300 70300 75950 91550 87200 928C0 Median Income 61550 70300 79100 87900 94950 101950 10900D 116050 Moderate Income 71950 844W 84950 105500 11 3950 122400 130900 139250 Yuba County Area Median Income: $64,800 Extremely Low 13650 16910 21330 2S750 30170 34S90 39010 1 429M Very Law Income 22700 25950 29200 32400 35000 37600 40200 42,800 Low Income 36300 415W 46700 SY850 56000 60150 64100 68450 Median Income 45350 51854 58300 648gg 70000 75150 80350 85550 Moderate Income 54450 62200 70000 77750 83950 90200 96400 102650 Instructions: Eligibility Datammini tlom Use household size income ra"ory figures in this chart_ Determine eligihililty hased on actual number of perms in household and total of gross income for all persons. Determination of Income Limit for Households Larger than Eig he Persona: Per person (PP) adjustment above 8: (1) multiply 4-person inoc me li mlt by eight percent (8%i. (2) multiply result by number of persons in exoass of eight, (3) add the amount to the &person income limit, and (4) round to dte nearest $50. Yuba County E X A M P L E 4persone 3%PP Adi +8 persons 4 persons Extremely Low 25,750 2060 42,800 44,850 Very Low Imcarne 32.400 2592 42.800 45,400 Lowerinwme 51,850 4148 68,450 72,600 Moderate Income 77.750 6220 102.650 109,950 Calculation of Housing Cost and Rant: Refer to Heath 8 Safety Code Sections 50052.5 and 50053. Use benchmark housel id size and r ipty against applicable percentages defined in H85C using Area Median Income identified in this chart. Determination of Household Sim: S persona e%.A� x 7 =I0 person 42,600 4120 46,900 42,800 518d d8,008 68,450 8296 7fi,750 102,650 12440 115,100 For projects with no federal assistance, household size is set at number of bedrooms in unit plus one. For projects with federal assistance, household size may be set by muhip" 1.5 againsithe number of bedrooms in unit. H110 income Limits release: 4IM19 HLIO PY 2019 Cahfnrn is med Ian Incomes: State median income: $62,200 Metropolitan county median income: $82,800 Non -metropolitan county median income: 964,800 Note. Authority cited! Section 50093. Health and Safety Code. Reference. Sections 50079.5, 50093, 50105 and 50106, Health and Safety Coda. 42 55B-53 Exhibit D: Homes for Sale and Rent Listings RESIDENTIAL RELOCATION RESOURCES- FOR SALE Address Type # of Bed/Bath Price 941 WCubbon St. SFR 3/1 $498,500 914 E Saint Andrew SFR 3/1 $509,000 211 E Saint Gertrude PI. SFR 3/1 $534,888 1718 W Second St. SFR 3/1 $699,800 1231 Cypress Ave. SFR 3/1 $750,000 721 S Broadway SFR 3/1 $499,000 1664 W Wisteria PI. SFR 3/1 $529,000 1405 W Camden PI. SFR 3/1 $549,900 817 N. Olive St. SFR 3/1 $620,000 2141 Halladay St. SFR 3/1 $538,000 1722 Highland St. SFR 3/1 $585,000 1714 W Brook SFR 3/1 $599,900 909 S Diamond St. SFR 3/1 $618,800 701 S Hickory St. SFR 3/1 $625,000 1126 W Alto n Ave. SFR 3/1 $695,000 1833 S Parton St. SFR 3/2 $529,900 2001 Oak St. SFR 3/2 $579,000 1223 Evergreen St. SFR 3/2 $615,000 2307 W Camden PI. SFR 3/2 $628,000 2518 S Artesia St. SFR 3/2 $629,900 2245 Halladay St. SFR 3/2 $652,200 1905 W Hall Ave. SFR 3/2 $655,000 3705 S Birch St. SFR 3/2 $659,000 3710 S Sea Breeze SFR 3/2 $665,000 2002 W Central Ave. SFR 3/2 $690,000 1010 W Santa Clara Ave. SFR 3/2 $715,000 2610 Olive Ln. SFR 3/2 $765,000 922 WAlpine Ave. SFR 3/2 $775,000 2206 N Freeman St. SFR 3/2 $819,000 13971 Deodar St. SFR 3/2 $899,000 12270 Circula Panorama SFR 3/2 $775,000 723 W Tribella Ct. I SFR 3/3 $649,999 584 S Harbor Blvd. SFR 3/3 $679,999 1502 N Main St. SFR 4/1 $629,000 43 55B-54 RESIDENTIAL RELOCATION RESOURCES- FOR SALE Address T Unit ype # of Bed/Bath Price 1632 W Wilshire Ave. SFR 4/2 $490,000 1906 W 3rd St. SFR 4/2 $570,000 1221 S Towner St. SFR 4/2 $575,000 2502 Park Dr. SFR 4/2 $619,000 1401 Joana Dr. SFR 4/2 $640,000 1502 Eastside Ave. SFR 4/2 $640,000 1301 Halladay St. SFR 4/2 $643,999 3011 S Manitoba Dr. SFR 4/2 $779,888 739 N Concord St. SFR 4/2 $478,000 221 W Tribella Ct. SFR 4/2 $739,900 507 N Daisy Ave. SFR 4/2 $629,000 2233 N Lyon SFR 4/2 $899,000 2234 N Lyon SFR 4/2 $924,997 12571 Welbe Dr. SFR 4/2 $1,174,000 1624 W Wilshire Ave. SFR 4/3 $580,000 503 N Daisy Ave. SFR 4/3 $629,000 1329 N Custer St. SFR 4/3 $649,999 527 W Tribella Ct. SFR 4/3 $679,999 2613 Strawberry Ln. SFR 4/3 $689,999 1638 E Fruit St. SFR 4/3 $699,900 2614 S Everglade St. SFR 4/3 $760,000 2853 Augusta Way SFR 4/3 1 $855,000 55B-55 Exhibit D (Cont.): Homes for Sale and Rent Listings RESIDENTIAL RELOCATION RESOURCES- RENTALS Address No. of Bedroom B o. Of Unit type Rental amount 435 S Ross St. 1 1 Apartment $1,000 710 N Minter St. #1 1 1 Apartment $1,350 819 W Washington Ave. #9 1 1 Apartment $1,350 440 S Sycamore St. 1 1 Apartment $1,450 819 Washington Ave. #3 1 1 Apartment $1,550 1905E 1st St. #183 1 1 Apartment $1,915 1905 E First St. #233 1 1 Apartment $2,145 508 E Washington Ave. #B 1 1 Apartment $2,350 2025 S Cedar St. #1/2 2 1 Apartment $1,850 824 S Garnsey St. 2 1 Apartment $2,100 2021 Cedar St. 2 1 House $2,295 1903 E First St. #340 2 1 Apartment $2,355 2416 N Valencia St. 2 1 House $2,950 506 E Washington Ave. E #B 2 1 Apartment $2,650 1905 E First St. #584 2 2 Apartment $2,850 2006 W West Wind 2 2 House $3,000 9 Macarthur PI. #N1105 2 2 Apartment $3,868 9 Macarthur PI. #N1601 2 2 Apartment $3,994 9 Macarthur PI. #N1203 2 2 Apartment $4,000 9 Macarthur PI. #S1905 2 2 Apartment $4,275 9 Macarthur PI. #N1802 2 2 Apartment $4,762 9 Macarthur PI. #S2302 2 2 Apartment $5,912 1905E First St. #101 2 2 Apartment $3,665 1012 N Flower St. 3 1 House $2,700 2144 S Parton St. 3 1 House $2,750 2701 Olive Ln. 3 1 House $2,800 2379 N Flower St. 3 1 House $3,150 13022 Palomar 3 1 House $3,200 327 Normandy PI. 3 2 House $1,100 2521 W Sunflower Ave. #A4 3 2 Apartment $2,650 3206 W Hood Ave. 3 2 House $3,000 1209 N Linwood Ave. 3 2 House $3,075 45 55B-56 RESIDENTIAL RELOCATION RESOURCES- RENTALS Address No. of Bedroom B o. Of Unit type Rental amount 932 W 18th St. 3 2 House $3,300 442 E Jeanette Ln. 3 2 Apartment $2,800 621 E Myrtle St. 4 1 House $3,075 18861 Fairhaven Ave. 4 1 House $3,750 514 S Ross St. 4 2 House $2,650 2310 W Brook St. 4 2 House $2,915 1102 W Garry Ave. 4 2 House $3,000 2233 Tamy Ln. 4 2 House $3,200 2718 S Deegan Dr. 4 2 House $3,450 2025 S Cedar St. 4 2 Apartment $3,200 2001 N Flower St. 4 3 House $3,950 10282 Overhill Dr. 4 3 House $4,300 im 55B-57 Exhibit E: Business Informational Brochure INTRODUCTION This booklet describes the relocation payments and other relocation assistance which the City of Santa Ana ("City") provides to businesses and non-profit organizations which may be required to move from real property, or move personal property from real property as a result of the Warner Avenue Phase 2 Improvement Project ("Project"). If you are notified that you will be displaced, the City's relocation advisor, Paragon Partners Ltd - ('Paragon"), will contact you personally. The advisor will answer your specific questions and provide additional information you may need. It is important that you do not move before you learn what you must do to receive the relocation payments and other assistance to which you are entitled. This booklet may not answer all of your questions. If you have more questions about your relocation, contact your relocation advisor. Ask questions before you move. Afterwards, it may be too late. SUMMARY OF RELOCATION ASSISTANCE As an eligible displaced person, you will be offered the following advisory and financial assistance by Paragon on behalf of the City: Advisory Services includes referrals to suitable replacement locations, preparation of claim forms for relocation payments, and other assistance to minimize the impact of the move. Payment for Moving and Reestablishment Expenses Such payments fall into two categories: Payment for your Actual Reasonable Moving and Related Expenses and a payment for Reestablishment Expenses; or A Fixed "In Lieu" Payment as an alternative to the payments for moving and reestablishment expenses GENERAL QUESTIONS How Will I know if I am Eligible for Relocation Assistance? You should receive a written notice explaining your eligibility for relocation assistance. You should not move before receiving that notice. If you do, you may not receive relocation assistance. 47 55B-58 How Will the City Know How Much Help I Need? You will be contacted and personally interviewed by your relocation advisor to determine your relocation needs and preferences for a replacement location and other services. The relocation advisor will ask about such matters as your space requirements. It is to your advantage to provide the information so that the Paragon can assist you in moving with a minimum of hardship. The information you give will be kept in confidence. :GME" ..1 TIMI11:FPf-ie if,,GPf- ' Every reasonable effort will be made to provide you with sufficient time to find and reestablish your business in a suitable replacement location. If possible, a mutually agreeable date for the move will be worked out. Unless there is a health or safety emergency, you will not be required to move without at least 90 days advance written notice. It is important, however, that you keep in close contact with Paragon so that you are aware of the time schedule for carrying out the project and the approximate date by which you must move. How Will I Find a Replacement Location? Paragon will provide you with information on available replacement locations that meet your needs. Paragon may also provide you with the names of real estate agents who may also be able to assist you in finding the type of replacement location you need. While Paragon will assist you in obtaining a suitable replacement location, you should take an active role in finding and relocating to a location of your choice. No one knows your needs better than you. You will want a facility that provides sufficient space for your planned activities. You will also want to assure that there are no zoning or other requirements which will unduly restrict your planned operations. What Other Assistance will be Available to Help Me? In addition to help in finding a suitable replacement location, other assistance, as necessary, may be provided by the City. This includes information on Federal, State and local programs that may be of help in reestablishing a business. For example, the Small Business Administration provides managerial and technical assistance to some businesses. I Have a Replacement Location and Want to Move. What Should I Do? Before you make any arrangements to move, notify Paragon of your intention to move. This should be done at least 30 days before the date you begin your move. Paragon will discuss the move with you and advise you of any relocation payment for which you may be eligible, the requirements to be met, and how to obtain payment. I Own This Property. Will I Be Paid For It Before I Have to Move? If you reach a negotiated agreement to sell your property to the City, you will not be required to move before you receive the sales proceeds. If the property is acquired through an eminent domain proceeding, 48 55B-59 you cannot be required to move before the estimated fair market value of the property has been deposited with the court. (You should be able to withdraw this amount immediately, less any amounts necessary to pay off any liens on the property and to resolve any special ownership problems. Withdrawal of your share of the money will not affect your right to seek additional compensation for your property). What Is a Payment for Actual Reasonable Moving and Related Expenses? If you choose a Payment for Actual Reasonable Moving and Related Expenses, you may include in your claim the reasonable and necessary costs for: Transportation of personal property from your present location to the replacement location up to a distance of 50 miles. Packing, crating, uncrating, and unpacking your personal property Disconnecting, dismantling, removing, reassembling, and installing relocated and "substitute' machinery, equipment and other personal property. This includes connection to utilities available nearby. It also includes modifications to the personal property that are necessary to adapt it to the replacement structure, the replacement site, or the utilities at the replacement site, and modifications necessary to adapt the utilities at the replacement site to the personal property. Storage of personal property not to exceed 12 months, at the discretion of the City. Insurance for the replacement value of your property during the move and necessary storage. Any license, permit, or certification which you are required to pay at the replacement location. However, the cost must be reasonable and necessary for reestablishment at the replacement location, and the payment may be based on the remaining useful life of the existing license, permit, or certification. The replacement value of property lost, stolen, or damaged in the process of moving (not through your fault or negligence) where insurance covering such loss, theft, or damage is not reasonably available. Professional services necessary for (1) planning the move of the personal property, (2) moving the personal property, or (3) installing relocated or "substitute' personal property at the replacement location - Re -lettering signs and replacing stationery on -hand made obsolete as a result of the move The reasonable cost incurred in attempting to sell an item that is not to be moved The actual direct loss of tangible personal property. This payment provides compensation for personal property that is neither moved nor promptly replaced at the replacement location. To be eligible, you must make a good faith effort to sell the property, unless the City determines that such effort is not necessary. Payment is limited to the lesser of: 49 55B-60 (1) The estimated cost of moving and reinstalling the personal property, Or (2) The market value of the property for its continued use at the old location, less any proceeds from its sale. Purchase and installation of "substitute" personal property. This payment is made with an item of personal property is not moved but is promptly replaced with a substitute item that performs a comparable function at the replacement site. Payment is limited to the lesser of: (1) The estimated cost of moving and reinstalling the item; or (2) The actual cost of the substitute item delivered and installed at the replacement location, less any proceeds from the sale or trade-in of the replaced item When a payment for "actual direct loss of personal property' or "substitute personal property' is made for an item, the estimated cost of moving the item will be based on the lowest acceptable bid or estimate obtained by Paragon. If not sold or traded in, you must transfer ownership of the item to the City in order to receive the payment. It is important that you discuss your plans with Paragon before you proceed. Searching for a replacement location. This payment may not exceed $1,000 and covers costs for your transportation expenses, time spent searching for a replacement location, reasonable fees paid to a real estate agent or broker to find a replacement location (not fees related to the purchase of the site), and meals and lodging away from home, if required. Paragon will explain all eligible moving and related costs, as well as those that are not eligible. You must be able to account for all costs that you incur, so keep all your receipts. Paragon will inform you of the documentation needed to support your claim. You may minimize the amount of documentation needed to support your claim, if you elect to "self -move' your personal property. Payment for a self -move is based on the amount of an acceptable low bid or estimate obtained by Paragon. If you self -move, you may move your personal property using your own employees and equipment or a commercial mover. You may elect to pay your moving costs yourself and be repaid by the City or, if you prefer, you may have the City pay the mover directly. In either case, select your mover with care. Paragon can help you select a reliable and reputable mover. Keep Paragon informed about your moving plans. You must provide Paragon with reasonable advance written notice of the date of the start of your move or disposition of your personal property. In addition, you must permit Paragon to make reasonable and timely inspections of the personal property at the old and new locations and to monitor the move. 50 55B-61 What is a Payment for Reestablishment Expenses? If you choose to receive a payment for your actual moving and related expenses, you may also be eligible to receive a payment for Reestablishment Expenses, not to exceed $10,000. Such expenses include the reasonable and necessary cost of: Repairs or improvements to the replacement real property as required by Federal, State or local low, code or ordinance. Modifications to the replacement property to accommodate the business operation or make a replacement structure suitable for conducting your business. Construction and installation costs for exterior signs to advertise your business Redecoration or replacement of soiled or worn surfaces at the replacement site, such as paint, paneling, or carpeting. Advertisement of the replacement location Impact fees or one-time assessments for anticipated heavy utility usage Providing utilities from the right-of-way to improvements at the replacement site. Estimated increased costs of operation during the first 2 years at the replacement site for such items as lease or rental charges, personal or real property taxes, insurance premiums, and utility charges (excluding impact fees). What is a Fixed Payment? Certain businesses and nonprofit organizations are eligible to obtain a Fixed Payment instead of a payment for actual reasonable moving and related expenses or a payment for reestablishment expenses. The Fixed Payment to a business is based on the average annual net earnings of the business operation; the Fixed Payment to a nonprofit organization is based on average annual expenses and revenue. A Fixed Payment will not be less than $1,000 or more than $20,000. To qualify for a Fixed Payment a displaced business or nonprofit organization must: (1) Own or rent personal property which must be moved from the displacement site (2) Be unable to relocate without a substantial loss of existing patronage (measured in terms of clientele or net earnings) (3) Not be a part of a commercial enterprise having more than three other entitles under the same ownership, engaged in the same or similar business activities that are not being acquired by the City. (Also, certain rental businesses are excluded.) 51 55B-62 Ordinarily, to be eligible for the minimum Fixed Payment, your business must have had average annual gross receipts of at least $5,000 or had average annual net earnings of at least $1,000, or contributed W of your business's average gross income for the two tax years prior to displacement. Other criteria may be used if it is determined that the calculation would cause an inequity or hardship. Paragon will inform you as to your eligibility for this payment and the documentation you must submit to support your claim. Remember, when you elect to take this payment, you are not entitled to reimbursement for any other moving expenses. Must I File a Claim to Obtain a Relocation Payment? Yes. You must file a claim for each relocation payment. Paragon will prepare the required claim form, and explain the type of documentation that you must submit in order to receive the payment. If you must pay any relocation expenses before you move (e.g., a security deposit when you lease a new location), discuss your needs with your relocation advisor. You may be able to obtain an advance payment. If you are a tenant, you must file your claim within 18 months after the date you move. If you are displaced from property that you own, you must file within 18 months after the later of the date you move, or the date you receive the final acquisition payment. However, it is to your advantage to file as soon as possible after you move. The sooner you submit your claim, the sooner it can be processed and paid. You will be paid promptly after you file an acceptable claim. If there is any question regarding your right to a relocation payment or the amount of the payment, you will be notified in writing of the problem and the action you must take to resolve the matter. Will I Have to Pay Rent to the City Before I Move? If the City acquires your property, you will be required to pay a fair rent to the City for the period between the acquisition of your property and the date that you move. Such rent will not exceed the market rent for comparable properties in the area. Do I Have to Pay Federal Income Taxes on My Relocation Payments? No. Relocation benefit payments are not considered income for the purpose of the Internal Revenue Service Code of 1986, or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The preceding statement is not tendered as legal advice in regard to tax consequences. You should consult with your tax advisor or legal counsel to determine the current status of such payments. If I Disagree with a Determination of Assistance, Can I Appeal? Yes. If you disagree with the City's decision as to your right to relocation assistance or the amount of a relocation payment, you may appeal the decision to the City. Your relocation advisor will inform you of the appeal procedures. At a minimum, you will have 60 days to file your appeal with the City after you 52 55B-63 receive written notification of the City's determination of your claim. Your appeal must be in writing. If you need help, your relocation advisor will assist you in preparing your appeal. You can expect a fair decision on any appeal. However, if you are not satisfied with the final administrative decision on your appeal, you may seek review of the matter by the courts. I have More Questions. Who Will Answer Them? If you have further questions after reading this brochure, contact your relocation agent to discuss your concerns. Paragon Partners 5660 Katella Avenue, Suite 100 Cypress, CA 90630 Telephone (714) 379-3376 53 55B-64 Exhibit F: Residential Informational Brochure I. General Information II. Assistance In Locating A Replacement Dwelling III. Moving Benefits IV. Replacement Housing Payment —Tenants V. Section 8 Tenants VI. Replacement Housing Payment - Homeowners VIL Qualification For And Filing Of Relocation Claims VIII.Last Resort Housing Assistance IX. Rental Agreement X. Evictions XI. Appeal Procedures XI I. Tax Status Of Relocation Benefits XIII.Additional Information And Assistance Available I. GENERAL INFORMATION The residential unit in which you currently reside is in an area to be improved by the City of Santa Ana (City), as part of the Warner Avenue Phase 2 Improvement Project. As the project schedule proceeds, it will be necessary for you to move from your dwelling. You will be notified in a timely manner as to the date by which you must move. Please read this information as it will be helpful to you in determining your eligibility and the amount of your relocation benefits you may receive under the federal and/or state law. The City has retained Paragon Partners Ltd. (Paragon) to provide you with relocation assistance and explain the relocation program. Spanish speaking representatives are available. Si necesita esta informaci6n en espanol, por favor Ilame a su representante. DO NOT MOVE PREMATURELY. THIS IS NOT A NOTICE TO VACATE YOUR DWELLING. However, if you desire to move sooner than required, you must contact your relocation representative with Paragon so you will not jeopardize any benefits. This is a general informational brochure only, and is not intended to give a detailed description of either the law or regulations pertaining to the City's relocation assistance program. Once the City acquires the property, you may be required to pay rent to the City. Failure to pay rent may reduce any relocation payment that you may be eligible to receive. II. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING The City, through its representatives, will assist you in locating a comparable replacement dwelling by providing referrals to comparable housing units. However, you should actively seek such housing as well. When a desired replacement dwelling has been found, your relocation consultant will inspect the unit and advise you as to whether it meets decent, safe and sanitary housing requirements. 54 55B-65 A decent, safe and sanitary housing unit provides adequate space for its occupants, proper weatherproofing, heating, electrical and plumbing systems. Your new dwelling must pass this inspection before relocation assistance payments can be authorized. III. MOVING BENEFITS If you must move as a result of displacement by the City, you will receive a payment to move your personal property. The actual, reasonable and necessary expenses for moving your personal property may be determined based on either: A Fixed Moving Payment based on the number of rooms you occupy (see below); or A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills A. Fixed Moving Payment (Self Move) A Fixed Moving Payment is based upon the number of rooms you occupy and whether or not you own your own furniture. The payment is based upon a schedule approved by The City and ranges from $475 for one furnished room to $2,505 for eight rooms in an unfurnished dwelling. Your relocation representative will inform you of the amount you are eligible to receive if you choose this type of payment. If you select a fixed payment, you will be responsible for arranging your own move and the City will assume no liability for any loss or damage of your personal property. A fixed payment also includes utility hook-up, credit check and other related moving fees- B. Commercial Move If you wish to engage the services of a licensed commercial mover and have the City pay the bill, you may claim the ACTUAL cost of moving your personal property up to 50 miles. Your relocation representative will inform you of the number of competitive moving bids which may be required, and assist you in developing a scope of services for the move. 55 55B-66 IV. REPLACEMENT HOUSING PAYMENT — 90-DAY OCCUPANTS Tenant -occupants may be eligible for a payment up to $5,250 to assist in renting or purchasing a comparable replacement dwelling. In order to qualify, you must be a tenant who has occupied your present dwelling for at least 90 days immediately prior to the City's first offer to purchase the property. A. Rental Assistance. If you wish to rent your replacement dwelling, your rental assistance benefits will be based upon the difference over a forty-two (42) month period between the lesser of the rent of your actual replacement dwelling and rent you must pay for a comparable replacement dwelling, and the lesser of your current rent or thirty percent (30%) of your monthly household income if your total gross income is classified as 'low income" by the U. S. Department of Housing and Urban Development's Annual Survey of Income Limits for Public Housing and Section 8 Programs. You will need to verify your monthly rent and household income in order to determine eligibility for this payment; or B. Down payment Assistance. If you qualify, and wish to purchase a home as a replacement dwelling, you can apply up to the total amount of your rental assistance payment toward the down payment and non -recurring incidental expenses. Your relocation representative will clarify procedures necessary to apply for this payment- V. "SECTION 8" TENANTS When you do move, you may be eligible to transfer your Section 8 eligibility to a replacement site. In such cases, a comparable replacement dwelling will be determined based on your family composition at the time of displacement and the current housing program criteria. This may not be the size of the unit you currently occupy. Your relocation representative will provide counseling and other advisory services along with moving benefits. VI. REPLACEMENT HOUSING PAYMENT - HOMEOWNERS A. If you owned and occupied a dwelling purchased by the City for at least 180 days prior to the first offer to purchase, you may be eligible to receive a payment of up to $22,500 to assist you in purchasing a comparable replacement dwelling. If you choose to rent rather than purchase a replacement dwelling, the payment will be based on a determination of market rent for the acquired dwelling compared to a comparable rental dwelling available on the market. This payment is intended to cover the following items: 1. Purchase Price Differential -An amount which, when added to the amount for which the City purchased your property, equals the lesser of the actual cost of your replacement dwelling; orthe amount determined bythe City as necessary to purchase a comparable replacement dwelling. Your relocation representative will explain both methods to you. 2. Mortgage Interest Differential — A payment to cover any increased mortgage interest costs for the replacement dwelling. 3. Incidental Expenses —A payment for one-time incidental costs related to purchasing a replacement unit, such as escrow fees, recording fees, and credit report fees. 56 55B-67 Recurring expenses such as prepaid taxes and insurance premiums are not compensable. Rental Assistance Option - If you are an owner -occupant and choose to rent rather than purchase a replacement dwelling, you may be eligible for a rental assistance payment of up to the amount that could have been received under the Purchase Price Differential, explained above. The payment will be based on the difference between the fair market rent of the dwelling you occupy and the rent you must pay for a comparable replacement dwelling. If you receive a rental assistance payment, as described above, and later decide to purchase a replacement dwelling, you may apply for a payment equal to the amount you would have received if you had initially purchased a comparable replacement dwelling, less the amount you have already received as a rental assistance payment. VII. QUALIFICATION FOR AND FILING OF RELOCATION CLAIMS To qualify for a Replacement Housing Payment, you must rent or purchase and occupy a comparable replacement unit within one year from the following: For a tenant, the date you move from the displacement dwelling For an owner -occupant, the latter of: a. The date you receive final payment from the City for the acquired dwelling, or in the case of condemnation, the date the full amount of estimated just compensation is deposited in court or; b. The date which you moved from the acquired dwelling, whichever is later All claims for relocation benefits must be filed with the City within eighteen (18) months from the date on which you receive final payment for your property, or the date on which you move, whichever is later. Vill. LAST RESORT HOUSING ASSISTANCE If comparable replacement dwellings are not available when you are required to move, or if replacement housing is not available within the monetary limits described above, the City will provide Last Resort housing assistance to enable you to rent or purchase a replacement dwelling on a timely basis. Last Resort Housing assistance is based on the individual circumstances of the displaced person. Your relocation representative will explain the process for determining whether or not you qualify for Last Resort assistance. If you are a tenant, and you choose to purchase rather than rent a comparable replacement dwelling, the entire amount of your rental assistance and last resort eligibility must be applied toward the down - payment of the home you intend to purchase. 57 55B-68 IX. RENTAL AGREEMENT As a result of the City's action to purchase the property where you live, you may become a tenant of the City. If this occurs, you will be asked to sign a rental agreement that will specify the monthly rent to be paid, when rent payments are due, where the payments need be sent, and other pertinent information. X. EVICTIONS Eviction for cause must conform to applicable state and local law. Anyone who occupies the real property and is not in unlawful occupancy on the date of initiation of negotiations is presumed to be entitled to relocation benefits, unless the City determines that: • The person received an eviction notice prior to the initiation of negotiations and as a result was later evicted; or • The person is evicted after the initiation of negotiations for serious or repeated violation of material terms of the lease; and • In either case, the eviction was not undertaken for the purpose of evading relocation assistance regulations. XI. APPEAL PROCEDURES Any person aggrieved by a determination as to eligibility for a relocation payment, or the amount of a payment, may have his/her claim reviewed or reconsidered in accordance with the City's appeals procedure. Details on appeal procedures are available upon request from the City. XII. TAX STATUS OF RELOCATION BENEFITS Relocation benefit payments are not considered income for the purpose of the Internal Revenue Service Code of 1986, or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The preceding statement is not tendered as legal advice in regard to tax consequences, and you should consult with your tax advisor or legal counsel to determine the current status of such payments. 58 55B-69 XIII. ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE Those responsible for providing you with relocation assistance hope to assist you in every way possible to minimize the hardships involved in relocating to a new home. Your cooperation will be helpful and greatly appreciated. If you have any questions at any time during the process, please do not hesitate to contact your relocation representative. Paragon Partners Ltd. 5660 Katella Avenue, Suite 100 Cypress, CA 90630 (714) 379-3376 59 55B-70 Exhibit G: Public Comments and Responses There were no written comments or questions received during the 45-day public review and comment period between Friday, December 20, 2019 and Monday, February 3, 2020 All Project residents received advisory notices (in English and Spanish) regarding the Plan's availability for review and an address was provided to contact Paragon Partners, Ltd. If they had comments regarding the draft Relocation Plan. No calls or written requests for assistance were received. m 55B-71 EXHIBIT 3 jmf 1/27/20 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR PHASE 2 IMPROVEMENTS OF THE WARNER AVENUE IMPROVEMENTS PROJECT BETWEEN OAK STREET AND GRAND AVENUE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTAANAAS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Warner Avenue is a major east -west transportation facility, which is designated as a major arterial highway in the City of Santa Ana's Circulation Element of the General Plan. Improving the 1-mile Warner Avenue segment from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. B. Effective July 1, 2016, the City Council approved a cooperative agreement between the City and the Orange County Transportation Authority for the widening of Warner Avenue between Oak Street and Grand Avenue. C. The M2 CTFP Master Funding Agreement (No. C-1-2783), as amended, committed OCTA to contribute funding for various phases of the Warner Avenue widening project. D. The Public Works Agency is acquiring property for development of Phase 2, bounded by Oak Street and Grand Avenue, and expects to complete the right-of-way acquisition process by fall 2020. Construction is anticipated to begin in summer 2021. E. Pursuant to California Government Code section 7260, et seq., a public entity is required to adopt a relocation plan, by resolution, whenever it enters into an agreement for acquisition of real property or an agreement for the disposition and development of property that would lead to displacement of people from their homes. F. Section 6002 and 6038 of the California Code of Regulations, Title 25, Division 1, Chapter 6, et seq., requires the adoption of a Relocation Plan due to the displacement of residential and business occupants. G. A relocation plan has been prepared in conformance with applicable provisions of the California Government Code section 7260, et seq., and the Relocation Guidelines, California Code of Regulations, Title 25, Division 1, Chapter 6, and has been made available for public review since December 20, 2019. Each Resolution No. 2020-XXX Page 1 of 3 55B-72 jmf 1/27/20 potential displaced occupant was given written notification regarding the Plan's availability and an opportunity to submit questions or comments. H. The primary purpose of the Relocation Plan is to outline the requirements for moving and re-establishing the displaced residential and business occupants, and to demonstrate the level of advisory and financial assistance that will be provided. I. Based on occupant interviews, needs analyses, and searches for appropriate replacement sites, the Agency estimates relocation costs to be approximately $1,250,000. Section 2. The City Council hereby approves the Relocation Plan for the acquisition activities for Phase 2 of the Warner Avenue widening plan between Oak Street and Grand Avenue. A copy of the Plan will be available in the City's Public Works Agency. Section 3. In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared Final Environmental Impact Report (SCH No. 2012101004) approved by the City Council on September 1, 2015. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney John M. Funk Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2020-XXX Page 2 of 3 55B-73 jmf 1/27/20 AYES: Councilmembers: NOES: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 55B-74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: ADOPT A RESOLUTION AMENDING RESOLUTION 91-087 REGARDING FLOWER PARK PERMIT PARKING DISTRICT HOURS /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: UTION ffeAWW ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CK�7►111►1�1q�iC�7 FILE NUMBER RECOMMENDED ACTION Adopt a resolution amending the Flower Park Permit Parking District Resolution 91-087. DISCUSSION The City's Permit Parking Program was established in 1987 by Ordinance NS-1919 to protect residential neighborhood integrity against vehicular parking intrusion into residential neighborhoods from commuter, non-residential, and other uses. The ordinance allows for establishment of permit parking districts by City Council resolution. The Flower Park Permit Parking District (Exhibit 1) was created by Resolution 91-087 to limit the daytime parking intrusion incidental to nearby governmental and commercial activities. The existing resolution allows for restricted parking between the hours of 8:00 a.m. and 5:00 p.m. on non -holiday weekdays. However, the resolution does not allow for permit parking restrictions beyond the specified hours, such as during nighttime hours or during weekends. Recently, owners of residential properties on several streets within the Flower Park Permit Parking District have noted a lack of available overnight street parking and asked staff to expand the City's permit parking program to provide the option of overnight and weekend residential permit -only parking. Therefore, to accommodate current and future requests, staff recommends amending the existing Flower Park Permit Parking District hourly restriction from 8:00 a.m. to 5:00 p.m. (Saturday, Sunday, and Holidays excepted) to a 24-hour/7-day restriction. The proposed amendment also preserves the 8:00 a.m. to 5:00 p.m. restriction, if any of the blocks within the district wish to keep or add the specific daytime parking restriction. The resolution, if adopted, only affects the hourly restriction that may be allowed if permit parking were to be established on a particular block within the permit parking district (Exhibit 2). For example, after a need for permit parking has been investigated and confirmed by the City, permit parking is established on a block -by -block basis through a City -supplied petition. For a petition to pass, at least 66% of the affected residential property owners must indicate their support for permit parking on their block. This process is done administratively. 55C-1 Resolution Amending Resolution 91-087 Flower Park Permit Parking District February 18, 2020 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from further review. Categorical Exemption ER No. 2019-100 will be filed for this report. FISCAL IMPACT There is no fiscal impact associated with this action. Nabil Saba, PE Acting Executive Director Public Works Agency Exhibits: 1. Map — Flower Park Permit Parking District 2. Resolution 55C-2 Exhibit 1 W Q i a 3 ��I U Um CIVIC CENTER'DR IH SANTA LEGEND IST ST ALLEY ALNUT ST ALLEY EXISTING FLOWER PARK PERMIT PARKING DISTRICT SANTA ANAA ■ P WA ■ FLOWER PARK l PERMIT PARKING DISTRICT �ic .o«s Acax 55C-3 cn rr L 3 O J ILL SANTA ANA BLVD C PAGE 1 OF 1 jmf 1/4/2020 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION 1991-087 RELATED TO THE FLOWER PARK PERMIT PARKING DISTRICT FOR THE PURPOSE OF EXPANDING THE EFFECTIVE HOURS OF SUCH DISTRICT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Pursuant to Article XI (commencing with Section 36-480) of Chapter 36 of the Santa Ana Municipal Code, the City Council of the City of Santa Ana is authorized to adopt resolutions establishing permit parking districts in which parking restrictions apply to all vehicles except those vehicles that have been issued parking permits pursuant to such Article. B. By Resolution No. 1991-087, the City Council of the City of Santa Ana established the Flower Park Permit Parking District, as shown on Exhibit 1, attached hereto and incorporated by reference. C. Section 2 of Resolution No. 1991-087 fixed the effective hours of the parking restrictions in the Flower Park Parking District from 8:00 a.m. to 5:00 p.m. daily, excepting Saturday, Sundays, and holidays. D. Owners of residential properties in the Flower Park Permit Parking District have noted a lack of available overnight parking on their streets and have asked to extend the effective hours of the parking restrictions to include all times, with no exceptions. Consistent with City policies, sufficient petitions were received from such residents to meet the criteria for permit parking. E. Accordingly, the City Council of the City of Santa Ana now wishes to expand the effective hours of the Flower Park Permit Parking District. Section 2. Section 2 of Resolution No. 1991-087 is hereby amended to read in its entirety: Resolution No. 2020-xxx Page 1 of 3 55C-4 jmf 1/4/2020 No person shall park or stop any vehicle on any portion of any street, at any time, within the Flower Park Permit Parking District as to which signs have been erected indicating the application of permit parking restrictions and the specific nature of the parking limitation, except persons and vehicles exempted from such parking restrictions pursuant to Article XI and this Resolution. Section 3. Section 4 of Resolution 1991-087 is hereby amended to permit the Executive Director of the Public Works Agency, or his or her designee, to waive the limitation therein on the number of permits and dwelling units on a lot if he or she determines that its application in a particular case would cause extreme hardship on the residents of such dwelling units due to a severe inadequacy of on -site parking. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 7�" hn M. Funk Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 1►[����:7X.y�►���Z.1iR.71I 11 Oi1T-M Miguel A. Pulido Mayor Resolution No. 2020-xxx Page 2 of 3 55C-5 jmf 1/4/2020 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council do hereby attest to and certify the attached Resolution No 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date Clerk of the Council City of Santa Ana Resolution No. 2020-xxx Page 3 of 3 55C-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: ADOPT A RESOLUTION DECLARING CITY - OWNED PROPERTY AT 625 SOUTH CYPRESS AVENUE AS SURPLUS LAND AND DIRECTING THE CITY MANAGER TO COMPLY WITH THE REQUIREMENTS OF GOVERNMENT CODE 54220 FOR THE SALE OF SURPLUS LAND /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2" ° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO I2I1a011,1111,11LTA l:lga RECOMMENDED ACTION Adopt a resolution declaring City -owned property located at 625 South Cypress Avenue as surplus land and direct the City Manager to comply with the requirements of Government Code 54220 et seq. for the sale of surplus land. DISCUSSION The City owns real property located at 625 South Cypress Avenue, commonly known as the Cypress Fire Station. The property, APN # 404-102-06, zoned R2, is 7,188 square feet (0.17 acres) in size and has a 4,350 square foot building that was constructed in 1928. In 1997, the property was listed in the Santa Ana Register of Historic Properties. It has served as a senior center, office and storage space by non-profit groups, and meeting space for neighborhood groups. The Cypress Fire Station has been vacant since June 2014. Staff analyzed the feasibility of utilizing the property for a community use and determined it was not feasible due to lack of parking and the cost associated with the rehabilitation needed to bring the building up to code. Since 2017, the total cost of security and maintenance has been over $70,000, with ongoing costs estimated at approximately $18,649 per year ($9,000 for maintenance and $9,649 for the rental of security windows and doors). In addition to these costs, there were 63 police calls for service between January 2018 and April 2019 within 50 feet of the property, associated with trespassing and other disturbances. Staff recommends that the property be disposed of since it is no longer needed for a City purpose. The sale proceeds and property tax generated may provide funding to enhance City services. Additionally, the future development of the property would eliminate the blight and promote neighborhood livability and sustainability. The Surplus Land Act requires all local agencies to prioritize affordable housing, as well as parks and open space, when disposing of surplus land. New legislation which took effect on January 1, 55D-1 Resolution Declaring 625 South Cypress Avenue Surplus Land February 18, 2020 Page 2 2020 requires that before a local agency take any action to dispose of land, the land must be declared either "surplus land" or "exempt surplus land," as supported by written findings. Furthermore, although the City has its own Disposition Policy, section 54221(b)(1) requires that the land be declared "surplus land" or "exempt surplus land", before a local agency may take any action to dispose of it consistent with an agency's policies or procedures. Adoption of the resolution (Exhibit 1) would declare the property located at 625 S Cypress Avenue (Exhibit 2) as surplus land. Upon the City's determination that the Cypress Fire Station property is surplus land, the procedures set forth in Government Code Section 54220 et seq. must be followed. Those procedures require the City to offer the sale or lease of surplus land to certain public entities for a period of 60 days, as follows: 1. For the purpose of developing low- and moderate -income housing, a written notice of availability of the surplus land shall be sent to any "local public entity" as defined in Health and Safety Code Section 50079 within whose jurisdiction the surplus land is located and to "Housing Sponsors" that have notified the California Department of Housing and Community Development ("HCD") of their interest in surplus land. Local public entities to be notified include the City of Santa Ana Housing Authority. 2. For open -space purposes, a written notice of availability of the surplus land shall be sent to the City of Santa Ana Parks and Recreation Agency, the County of Orange OC Parks, the State Resources Agency or any agency that may succeed to its powers. 3. For the purpose of use by a school district for school facilities construction or open -space purposes, a written notice of availability of the surplus land shall be sent to the Santa Ana Unified School District. If the City receives a letter of interest from any of the above entities, then the City would enter into good faith negotiations concerning the price and terms of the sale with that entity for a period of 90 days. If the price or terms cannot be agreed upon after 90 days (or if no entity gives notice of interest), the City may sell the surplus land without further regard to the surplus land procedures, except that any residential development on the surplus land that contains 10 or more units must restrict 15% of the units for affordable housing. Nothing in the surplus land procedures requires the City to sell the surplus land at less than fair market value. The appraised value of the property is $487, 000. An agreement for the sale of 625 South Cypress Avenue would be brought to the City Council for consideration at a future date. As this property is listed in the Santa Ana Register of Historic Properties, staff will include language in the future sales agreement to ensure exterior preservation and for a plaque memorializing the original use as a fire station, for the sale and any future sale of the property. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Economic Development, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy A (continue to explore options citywide regarding the re- 55D-2 Resolution Declaring 625 South Cypress Avenue Surplus Land February 18, 2020 Page 3 use of commercial or industrial buildings that are currently underutilized or vacant for mixed -use residential projects). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Resolution 2. Map of property Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency 55D-3 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING CITY -OWNED PROPERTY LOCATED AT 625 SOUTH CYPRESS AVENUE, APN# 404- 102-06, AS SURPLUS LAND AND DIRECTING THE CITY MANAGER TO FOLLOW THE PROCEDURES SET FORTH IN THE SURPLUS LAND ACT, CALIFORNIA GOVERNMENT CODE SECTION 54220, ET SEQ., AS AMENDED ON JANUARY 1, 2020, FOR THE SALE OF SURPLUS LAND BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby, finds, determines and declares as follows: A. City of Santa Ana (the "City") owns the real property commonly known as the Cypress Fire Station (the "Property") located at 625 South Cypress Avenue, consisting of 7,188 square feet (0.17 acres), including a 4,350 square foot building that was constructed in 1928, APN# 404-102-06, zoned R2, and listed in 1997 on the Santa Ana Registry of Historic Places; and B. The Property was acquired and constructed in 1928 and initially utilized as a fire station, then served as senior center, office and storage space by nonprofit groups, meeting space for neighborhood groups, and was vacated in June 2014; and C. Staff analyzed the feasibility of utilizing the Property for a potential community center and determined it infeasible due to lack of parking and the cost associated with the rehabilitation needed to bring it up to code; and D. Since 2017, the City's Parks Recreation and Community Services Agency has spent over $70,000 for security and maintenance of the Property, with ongoing costs estimated at approximately $18,649 per year ($9,000 for maintenance and $9,649 for the rental of security windows and doors); and E. There were 63 police calls for service between January 2018 and April 2019, within 50 feet of the Property, for trespassing and other disturbances; and Resolution No. 2020-XXX Page 1 of 3 55D-4 F. The sale proceeds and property tax generated may provide funding to enhance City services, and the future development of the Property would eliminate blight and promote neighborhood livability and sustainability. Section 2. The City Council hereby finds and declares that the Property is no longer necessary for the City's use and is therefore surplus land as defined in California Government Code section 54221, based on the true and correct written findings found in Section 1, incorporated herein by this reference. Section 3. The City Council hereby authorizes the City Manager to send written notices of availability the Property for sale, to negotiate the terms of a proposed sale of the Property with an interested public entity or, if none, another interested party, and to otherwise follow the procedures of the Surplus Land Act, California Government Code section 54220, et seq., as amended on January 1, 2020, as applicable to a proposed sale of the Property. Section 4. Any proposed agreement for the sale of the Property shall be subject to the approval of the City Council. Section 5. The sale of the Property as surplus is exempt from environmental review under the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales). However, if development was proposed on the Property by a subsequent buyer, then that development would be reviewed under CEQA. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: kL Ryan .Hodge Assistant City Attorney Resolution No. 2020-XXX Page 2 of 3 Miguel A. Pulido Mayor 55D-5 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 1►[����:7X.y�►���Z.1iR.71I 11 Ri1T-m CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 55D-6 Location Map 625 South Cypress Avenue MINE INENI �..� ■ ��• ��.ANNE � .NE! � NEW ANNE ..I ON, EXHIBIT 2 55D-7 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 21, 2020 TITLE ADOPT A RESOLUTION DECLARING OPPOSITION TO THE COUNTY OF ORANGE'S CONSTRUCTION AND OPERATION OF A HOMELESS SHELTER ON YALE STREET AND ANYWHERE ELSE IN SANTA ANA UNTIL THE COUNTY OF ORANGE IS OPERATING A PROPORTIONAL AMOUNT OF SHELTER BEDS IN THE SOUTH SERVICE PLANNING AREA AS EXISTS IN THE CENTRAL AND NORTH SERVICE PLANNING AREAS CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ X61►II110%111101111107 /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution declaring opposition to the County of Orange's construction and operation of a homeless shelter on Yale Street and anywhere else in Santa Ana until the County of Orange is operating a proportional amount of shelter beds in the South Service Planning Area as exists in the Central and North Service Planning Areas. BACKGROUND On November 19, 2019, the County of Orange Board of Supervisors took formal action to establish the Yale Transitional Center ("Yale Street Shelter"), to be located at 2229 S Yale Street, Santa Ana, CA 92704. According to the County of Orange, the Yale Street Shelter will provide shelter for up to 425 individuals experiencing homelessness from the Central Service Planning Area (which includes Costa Mesa, Fountain Valley, Garden Grove, Huntington Beach, Newport Beach, Santa Ana, Seal Beach, Tustin, and nearby incorporated areas). For more details regarding the Yale Street Shelter facility, visit the County of Orange's website: http://www.ocgov.com/gov/ceo/care/vtc. At the January 21, 2020 meeting, the City Council directed the City Manager to present a resolution opposing the County of Orange's construction and operation of the Yale Street Shelter and any homeless shelter in Santa Ana until the County of Orange operates a proportional number of shelter beds in the South Service Planning Area. The resolution is attached for consideration by the City Council (Exhibit 1). DISCUSSION Homelessness in Santa Ana The City of Santa Ana has a long history of providing services to combat homelessness for Santa Ana individuals and families. When seeking solutions to homelessness, the City considers both the immediate need for homeless support services, as well as the on -going need for permanent solutions. 55E-1 Adopt a Resolution Opposing the Yale Street Shelter February 18, 2020 Page 2 To articulate the City's efforts to address homelessness, on October 1, 2019 the City Manager introduced a Homeless Strategic Plan that includes a four -step action plan: 1. Clean: reduce negative impacts to the community and ensure that Santa Ana is clean and safe 2. Outreach: be persistent in our contact with anyone experiencing homelessness 3. Housing: reduce the number of Santa Ana's unsheltered homeless 4. Communication: have an engaged and informed community regarding homelessness and homeless solutions Although the Homeless Strategic Plan was only recently announced, the City has taken an active role to support ending homelessness in Santa Ana. For example, in January 2018, the City formed the cross -departmental Quality of Life Team (QOLT), a multi -disciplinary working group consisting of various City departments and external organizations to increase the effectiveness of homeless support services through real-time collaboration. The QOLT is based on a framework of best practices utilized by several cities throughout the United States. The QOLT began as a 30-day pilot and has since proven to be effective. In January 2020 alone, QOLT has accomplished the following: 0 725 contacts with individuals experiencing homelessness 0 495 of these individuals were not from Santa Ana; 230 were from Santa Ana 0 369 individuals walked away from QOLT representatives 0 305 citations were issued 0 155 arrests were made 0 21 individuals entered The Courtyard Shelter 0 15 individuals entered The Link Interim Emergency Homeless Shelter In addition to providing homeless support services, the City hosts 785 emergency shelter beds (in addition to a 200-bed winter shelter), 408 units of homeless supportive housing, and as of last fall 2019, approximately 1,600 units of affordable housing (with 857 more to be completed in the future). Further, Santa Ana is home to several nonprofit organizations that provide homeless support services. These include, among others, the following: WISEPlace, a women's transitional housing program that provides 60 beds along with supportive services for women experiencing homelessness; the Salvation Army Hospitality House, a 75-bed residential emergency shelter for homeless men located in Santa Ana; and City Net, a nonprofit social services provider that actively seeks out homeless individuals and works to place them in housing and connect them with resources to help them get back on their feet. Homelessness in Orange County The U.S. Department of Housing and Urban Development (HUD) requires local jurisdictions to complete a biennial count of all individuals experiencing homelessness in their community on a single point -in -time during the last ten days of January. Orange County's 2019 Sheltered Point -In -Time Count took place on Tuesday, January 22, 2019 and the Unsheltered Point -In -Time Count took place on January 23 and 24, 2019. The 2019 Point -In -Time Count produced the following results: 55E-2 Adopt a Resolution Opposing Yale Shelter February 18, 2020 Page 3 2019 Point -In -Time Count Unsheltered Individuals Sheltered Individuals Total Individuals North Service Planning Area 1596 1169 2765 Central Service Planning Area 1827 1505 3332 South Service Planning Area 538 225 763 Total 3961 2899 6860 As of 2019, there are 2,539 emergency shelter beds in Orange County. Of those, 960 are in Santa Ana —or approximately 38 percent all emergency shelter beds in the county. However, according to the 2019 Point -In -Time Count, the total count of homeless individuals in Santa Ana is 1,769—or approximately 26 percent of all individuals experiencing homelessness in the county. According to the County of Orange's website (http://www.ocgov.com/gov/ceo/care/shelters), the County operates four shelters in the following locations: Shelter Capacity # of beds Location Service Planning Area The Courtyard 450 Santa Ana Central Bridges at Kraemer Place 200 Anaheim North Armory Emergency Shelter - Santa Ana 200 Santa Ana Central Armory Emergency Shelter - Fullerton 200 Fullerton North WISEPlace 60 Santa Ana Central It is important to note that the County of Orange does not operate any homeless shelters in the South Service Planning Area (which includes Aliso Viejo, Dana Point, Irvine, Laguna Beach, Laguna Hills, Laguna Niguel, Laguna Woods, Lake Forest, Mission Viejo, Rancho Santa Margarita, San Clemente, San Juan Capistrano, and nearby incorporated areas). Santa Ana City Council's Opposition to the Yale Street Shelter While it is evident that homelessness exists throughout Orange County, there is a disproportionate concentration of homeless support services, including shelter beds, in Santa Ana. By establishing a new and permanent shelter that is located within city limits, such as the proposed Yale Street Shelter, the County of Orange will continue to further concentrate homeless support services in Santa Ana. Members of the Santa Ana City Council have respectfully expressed their opposition to the County of Orange continuing to further and disproportionately concentrate its homeless support services in Santa Ana, particularly the Yale Street Shelter. To memorialize the City Council's sentiments, staff has prepared the attached resolution for consideration by the City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City' s efforts to meet Strategic Plan Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 2 (support neighborhood vitality and livability). 55E-3 Adopt a Resolution Opposing the Yale Street Shelter February 18, 2020 Page 4 FISCAL IMPACT There is no fiscal impact associated with this action. Exhibit: 1. Resolution 55E-4 CITY COUNCIL RESOLUTION NO. A RESOLUTION OF THE SANTA ANA CITY COUNCIL DECLARING ITS OPPOSITION TO THE COUNTY OF ORANGE'S CONSTRUCTION AND OPERATION OF A HOMELESS SHELTER ON YALE STREET AND ANYWHERE ELSE IN SANTA ANA UNTIL THE COUNTY OF ORANGE IS OPERATING A PROPORTIONAL AMOUNT OF SHELTER BEDS IN THE SOUTH SERVICE PLANNING AREA AS EXISTS IN THE CENTRAL AND NORTH SERVICE PLANNING AREAS WHEREAS, the growing homelessness crisis is a countywide and regional issue for which every city in throughout the County of Orange must take responsibility; and WHEREAS, the City of Santa Ana has been spending nearly $17 million annually on homelessness -related matters and expects to increase that amount to about $25 million as the Santa Ana City Council has made finding solutions to this problem a top priority; and WHEREAS, the City of Santa Ana's shelter, The Link, provides 200 beds for those experiencing homelessness, along with resources for housing, employment and social services; and WHEREAS, the City of Santa Ana hosts the 200-bed winter shelter at the National Guard Armory and the operation of that facility continues to have negative impacts on the City of Santa Ana, its business owners, and residents; and WHEREAS, the City of Santa Ana is contracting with City Net, a nonprofit social services provider that actively seeks out homeless individuals and works to place them in housing and connect them with resources to help them get back on their feet; and WHEREAS, the City of Santa Ana has funded programs resulting in over 100 homeless individuals being placed in permanent housing this past year; and WHEREAS, Santa Ana is home to nonprofit organizations such as WISEPlace women's transitional housing program, which provides 60 beds along with supportive services for women experiencing homelessness, as well as the Salvation Army Hospitality House, which is a 75-bed residential emergency shelter for homeless men; and WHEREAS, the County of Orange has proposed a regional homeless services concept where the County of Orange would concentrate its efforts to locate shelters and provide services in the North, Central and South Service Planning Areas; and WHEREAS, certain elected representatives and residents in the Central and South Service Planning Areas protested the construction and operation of homeless shelters in their communities, and as a result, the County of Orange staff and Board of Supervisors have made no further efforts to invest resources in locating shelters or services in those areas: and 55E-5 City Council Resolution No. Page 2 WHEREAS, City of Santa Ana officials, Santa Ana Unified School District Governing Board members, and residents have all expressed opposition to the Yale Transitional Shelter, also known as the Yale Street Shelter, and have not received the same response as representatives from the cities of Huntington Beach, Irvine and Laguna Niguel expressing opposition, leaving Santa Ana and its residents to believe that the County of Orange Board of Supervisors is more responsive to affluent cities such as Huntington Beach, Irvine and Laguna Niguel, at the expense of socioeconomically disadvantaged cities such as Santa Ana; and WHEREAS, the City of Santa Ana has for too long suffered the negative impacts of the County of Orange disproportionately locating homeless support services in Santa Ana, thereby creating nuisance and adverse health and safety impacts, as well as causing the City of Santa Ana to suffer social and financial impacts in disproportion to other cities in Orange County; and WHEREAS, it is time for the Orange County Board of Supervisors to recognize that the City of Santa Ana has gone above and beyond to do its part in addressing the homeless crisis in the County of Orange by hosting nearly 1,000 shelter beds, contributing funding for supportive and affordable housing programs and spending millions of dollars a year to provide services and combat the impacts of homelessness; and WHEREAS, the City of Santa Ana deserves to be treated fairly and equitably by the County of Orange, whereby the County of Orange proportionately locates homeless support services in all three Service Planning Areas, including the South Service Planning Area. NOW, THEREFORE, the Santa Ana City Council does hereby resolve as follows: Section 1. The challenge of confronting homelessness requires the active engagement and leadership of all levels of government, including all 34 Orange County Cities, and especially the County of Orange. Section 2. The City Council hereby opposes the County of Orange's construction and operation of the Yale Street Shelter and any homeless shelter in Santa Ana, and demands that the County of Orange proportionately locate homeless support services in all three Service Planning Areas, including the South Service Planning Area. Section 3. The City Council requests that the County of Orange take immediate action to not proceed with construction of the proposed Yale Street Shelter. Section 4. The City Council directs the Clerk of the Council to distribute a copy of this Resolution to the County of Orange. Section 5. This Resolution shall take effect immediately upon its adoption. 55E-6 City Council Resolution No. Page 2 Section 6. The Mayor shall sign this Resolution, and the Clerk of the Council shall attest and certify to the passage and adoption thereof. PASSED, APPROVED, AND ADOPTED this day of 2020. ATTEST: Clerk of the Council APPROVED AS TO FORM: City Attorney Mayor 55E-7 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: APPROVE THE FISCAL YEAR 2020-2022 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR A TOTAL AMOUNT OF $7,560,549 CLERK OF COUNCIL USE ONLY: _••e• 9, ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ �K•�►nl►tri�.ic•� /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve the proposed Fiscal Year 2020-2021 Community Development Block Grant Program in the estimated amount of $7,560,549, subject to adjustment upon notification of the Grant Year 2020 and 2021 award from the United States Department of Housing and Urban Development. The estimated amount of $7,560,549 includes $5,701,154 from the Grant Year 2020 allocation, re -allocation of prior year program funds in the amount of $1,004,222, and $855,173 from 2021 Grant Year allocation for public services from the United States Department of Housing and Urban Development. 2. Direct the City Attorney to finalize and authorize the City Manager to execute memorandums of understanding with various city departments awarded funds as part of the approved Community Development Block Grant Program for a term beginning July 1, 2020 through June 30, 2021, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Direct the City Attorney to finalize and authorize the City Manager to execute agreements with non-profit organizations awarded funds as part of the approved Community Development Block Grant Program for a two-year term beginning July 1, 2020 through June 30, 2022, subject to non -substantive changes approved by the City Manager and City Attorney. Funding for Public Services approved for FY 2020-2021 will be renewed at the same award amount for 2021-2022 subject to review of the non-profit organization's performance. 60A-1 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 2 City Department 2020-2021 Award Community Development Agency -Administration of the CDBG Program_ Proposed $1,080,230 funding amount calculated based on 20% administrative cap less Fair Housing amount Orange County Fair Housing Council Inc. —Provides fair housing education, landlord tenant counseling and enforcement services to combat housing discrimination and city $60,000 administrative support for the residents of the City of Santa Ana. A commitment to further fair housing is a requirement of CDBG funding_ Code Enforcement — Community Preservation Services $800,000 Economic Development - Funds are used to make award grants of up to $5,000 to $72 926 eligible microenterprise businesses in the City. Library Services - Library Renovation $700,000 Parks, Recreation, and Community Services Agency — Rain and Myrtie Park $1,400,000 Planning and Building Agency — Neighborhood Sponsored Improvements to address property maintenance and life safety violations, which contribute to the visual blight and general $50,000 decline of an area_ Housi ng — To address rehabilitation of single-family and multi -family housing as well as a $1 687,047 homebu er down payment assistance program TOTAL $5,850,203 Public Service Organizations 2020-2022 Award AIDS Services Foundation of OC dba Radiant Health Centers — HIV Care Services $60,000 America on Track — Brighter Futures for Children of Prisoners $60,000 Boys & Girls Club of Santa Ana — College Bound $75,000 Community Action Partnerships of OC — Economic Empowerment, Your Money Your Goals $60,000 Community Health Initiative Orange County - Provides outreach, education, enrollment, and case management services to vulnerable populations $60,000 Community Legal Aid SoCal - Provides free, holistic legal assistance to survivors of domestic violence $75,000 Community SeniorSery — Lunch Cafe $60,000 Community SeniorSery — Home Delivery Meals $60,000 Delhi Center/Public Law Center - Family Economic Success Initiative Program $80,000 Delhi Center - Teens Engaged in Learning and Leadership Program $75,000 Girl's Inc. of Orange County — Literacy Lab $77,500 Human Options — Assisting Domestic Violence Victims $60,000 Lutheran Social Services of So. Cal. — Victims intervention Program $60,000 Nati's House (dba Neutral Ground) - Gang Prevention $60,000 OC Children's Therapeutic Arts Center — CARR Neighborhood Crime Prevention and Intervention $60,000 60A-2 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 3 OC Children's Therapeutic Arts Center — WILLARD Neighborhood Crime Prevention and Intervention $60,000 Public Law Center - Affordable Housing & Homelessness Prevention Program $80,000 Pure Game — STAR Sports $60,000 Relampago del Cielo — Folklonco Dance Instruction $114,650 Taller San Jose Hope Builders — Business Applications $60,000 The Cambodian Family — Plan Ahead Youth Program $68,196 WISEPIace — Steps to Independence $90,000 Women's Journey Foundation — Next Generation, Emotional Intelligence Through the Arts $115,000 Young Men's Christian Association of OC — Financial Assistance Program $80,000 TOTAL $1,710,346 Note: The public service organizations and the amounts are subject to change pending Recommended Action 3 above. we] 7ih7iUlkiIIII r7N;IQAM=I 1111032171I=I.Ir_1.1111:1911,NIki[rZde]1711 17i11;.91507N*N17i1171I;1.I111MAIP].� At its Regular Meeting on January 22, 2020, the Community Redevelopment and Housing Commission (CRHC) recommended approval of the nonprofit public services for the Fiscal Year 2020-2022 Community Development Block Grant Program to the City Council by a vote of 5:0 (Garcia absent). DISCUSSION The City of Santa Ana receives an annual allocation of Community Development Block Grant (CDBG) Program funds from the United States Department of Housing and Urban Development (HUD) to improve low to moderate -income neighborhoods, eliminate blight and create a more stable economic base. These funds may be used for a diverse range of programs, including affordable housing, street improvements, park and public facilities improvements, economic development, code enforcement, and public services. The City's CDBG expected allocation for Grant Year (GY) 2020, Fiscal Year (FY) 2020-2021, is $5,701,154. The proposed FY 2020-2021 CDBG Program and Funding Plan consists of the (CRHC) funding recommendations for nonprofit public service programs and staffs funding recommendations for Administration and Planning, Code Enforcement, Economic Development, City Capital Improvements, and Housing. The CDBG Program and Funding Plan can be summarized in two general categories: 1) Capital Projects/CDBG Program Funding Plan; and 2) Public Services. A summary of the process and allocation for the FY 2020-2021 CDBG Program is provided below for both general categories. Capital Projects/CDBG Program Funding Plan The FY 2020-2021 CDBG Program Funding Plan includes the funding allocations for administration, fair housing, code enforcement in low- to moderate- income areas of the city to address health and safety violations, economic development to provide small business grants, nonprofit public services, city capital improvement projects and multi -family rehabilitation loans as described in the CDBG FY 2020-2021 Program Funding Plan (Exhibit 1). The CDBG allowable 60A-3 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 4 cap of 20 percent for administration and fair housing services is estimated to be $1,140,230 for FY 2020-2021. Administration is necessary for staffing, compliance, reporting, fiscal management, and monitoring of the entire program. Fair housing is necessary due to CDBG requirements that the City affirmatively further fair housing. Three new city capital improvement projects are recommended for funding, which include the following: 1) $1.4 million for the construction of a new park at the northeast corner of Raitt Street and Myrtle Street on two vacant parcels that will feature storm water infiltration Best Management Practices, a skate park, restroom, children's play equipment, adult fitness equipment, walkways, drought tolerant landscaping and public education signage. 2) $700,000 for renovation of the Santa Ana Main Library with new windows throughout the building. The project will involve the demolition of existing windows, and the purchase and installation of new windows and weatherproofing. 3) $50,000 for Neighborhood -Sponsored Improvements to assist residential areas most affected by gang graffiti and vandalism by installation of virtually maintenance free commercial grade artificial ivy. The proposed programs and projects have been determined to be of highest priority and need by the Executive Directors of the Parks, Recreation and Community Services Agency, Public Works Agency, Planning and Building Agency and Community Development Agency, following the City's internal application process and the competitive public service allocation process described below. Public Services A maximum of 15 percent of CDBG funding, plus anticipated program income not to exceed 15% for FY 2020-2022 ($1,710,346), may be used for public services. For FY 2020-2022, the City is providing the entire estimated public service allocation to nonprofit organizations for programs with an emphasis on crime prevention, intervention, and/or suppression for children, youth, and families, economic development, tenant services assistance and programs, health services, and senior services (Exhibit 2). Following approval by the City Council on October 15, 2019, the City solicited applications from nonprofit organizations from November 4, 2019 to December 16, 2019. Marketing of the CDBG application process and nonprofit outreach efforts included a press release, use of social media via the City's Facebook page, a -mails to a nonprofit organization distribution list, mailings to nonprofits, e-mails to the City's Constant Contact distribution list, and a dedicated CDBG webpage on the City's website. A total of 32 applications were received from 27 nonprofit organizations (four non -profits submitted two applications and one nonprofit submitted three applications). The applications were submitted to the Community Redevelopment and Housing Commission (CRHC) Ad Hoc Committee for review and rating based on the following criteria: 60A-4 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 5 COMMUNITY NEEDS 1. Did organization identify nature of • Applicant identifies the nature of the program and the program and demonstrated demonstrated need for targeted group. = 10 Pts. community need for target • Applicant doesn't identify the nature of the program and did population group (i.e. youth, not demonstrated need for targeted group. = 5 Pts. seniors, disabled) Q.B, 12, 14, 15 • Applicant only identifies State or National data = 0 Pts. 10 Points 2. Did applicant meet a specific City • Applicant met a specific city strategic plan goal and strategic plan goal and strategy strategy and was correlation to proposed program was and stated correlation to clea r= 10 Pts. proposed program? Q. 10 • Applicant met a specific city strategic plan goal and 10 Points strategy but did not clearly state the correlation to proposed program = 5 Pts. • Applicant did not meet any plan goal or strategy = 0 Pts. CAPACITY TO PROVIDE PUBLIC SERVICES 3. Did the organization provide a Organization provided summary and staff listing of all admin summary and listing of the and program to fully execute proposed program = 20 Pts. admin and program Organization did not provide both summary and staff listing staff? Q. 20 and Staff Listing of all admin and program staff = 10 Pts. 20 Points Organization provided summary and staff listing of all admin and program staff but does not have the capacity to fully execute proposed program = 5 Pts. • Organization did not provide summary and staff listing of all Admin and program = 0 Pts. EXPERIENCE 4. Years of experience providing 5 or more years of experience providing proposed program = the proposed program? Q. 9 10 Pts. 10 Points 2-4 years of experience providing proposed program = 5 Pts. • 1 year of experience providing proposed program = 3 Pts. • 0 years of experience providing proposed program = 0 Pts. 5. Does the applicant have • Applicant has experience administering CDBG and Federal experience administering Grant programs = 10 Pts. CDBG and/or any other • Applicant only has experience administering CDBG Federal Grants? Q.19 programs = 5 Pts. 10 Points • Applicant has no experience administering CDBG and/or Federal Grant programs = 0 Pts. 6. Did organization meet prior • Applicant met 90% annual goals and expended all grant year's performance and funds 3 of 3 years = 10 Pts. expenditure goals. (Staff • Applicant met 90% annual goals and/or expended all grant spreadsheet) funds for 2 of 3 years = 5Pts. 10 Points • Applicant met 90% annual goals and/or expended all grant funds for 1 of 3 years = 3 Pts. • Applicant did not meet annual goal and/or expended all grant funds for 3 years = 0 Pts. EFFECTIVE & EFFICIENT USE OF FUNDS 60A-5 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 6 7. Are the majority of unduplicated participants from Santa Ana? Q.1 (Q1 a/Q1=%) 10 Points • 100% to 80% of program participants are City residents = 10 Pts. • 79.9% to 60% of program participants are City residents = 5 Pts. • 59.9% to 30% of program participants are City residents = 0 Pts. 8. Did the organization describe the Measurable performance outcomes with qualitatively and measurable performance quantitatively tracking = 10 Pts. outcomes and how outcomes will Measurable performance outcomes but no qualitatively and be qualitatively and quantitatively quantitatively tracking = 5 Pts. tracked? Q.17, 18 No measurable performance outcomes and qualitatively and 10 Points quantitatively tracking = 0 Pts. 9. Does the organization have Organization partners and/or collaborates with 3 or more active partnerships and/or community organizations = 10 Pts. collaborations in order to Organization partners and/or collaborates with 2 community effectively and efficiently carry organizations = 5 Pts. out proposed program? Q.16 Organization partners and/or collaborates with 1 community 10 Points organization = 1 Pts. • Organization partners and/or collaborates with 0 community organization = 0 Pts. Representatives from each organization were invited to present their proposed public service programs for funding consideration at two CRHC public hearings, on January 7, 2020 and January 9, 2020, held from 3:00 PM to 7:00 PM on both days. The CRHC Ad Hoc Committee finalized the application review and recommendations on January 15, 2020, and the funding recommendations are summarized in Exhibit 2. The recommended funding amounts for the non- profit organizations for a two-year contract period equals $1,710,346 from July 1, 2020 to June 30, 2022, with the exclusion of the Orange County Fair Housing Council Inc., which is funded out of program administration, as in previous years, and is not subject to the 15% public service cap. A brief summary of all 32 applications are shown in Exhibit 3. The CRHC, acting with assistance from City staff, made substantial improvements to the CDBG review process this year for our non-profit allocation in order to strengthen the process. Specifically, the commission formed an Ad Hoc Committee to revise the nonprofit CDBG application and scoring criteria matrix. Then, the Ad Hoc Committee and full commission adopted the following three improvements: 1. Adoption of a two-year non-profit CDBG application cycle. This improvement creates more certainty for the City's non-profit partners in regards to their funding. 2. Approval to have an Ad Hoc Committee review and score the non-profit CDBG applications on behalf of the commission and make funding recommendations to the entire commission which will then be recommended by the commission to the City Council. 3. Directed staff to facilitate a study session of the City's funding priorities and strategic plan goals after the Five -Year Consolidated Plan is completed. Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 7 Once the City receives the actual CDBG allocations for FY 2020-2021 and FY 2021-2022 from HUD, the approved CDBG public service allocation will be increased or decreased in proportion to the actual grant allocation. Should the increase in funding be enough to fund additional nonprofits at the minimum funding level, funds will be allocated to the next highest scoring organization(s). Any remainder will be distributed to already high performing organizations in proportion to their actual grant allocation. Next Steps: If the FY 2020-2021 CDBG Program Funding Plan is approved, staff will prepare and execute memorandums of understanding with various City departments (Exhibit 4) for the period of July 1, 2020 through June 30, 2021 and agreements with nonprofit organizations (Exhibit 5 and 6) for the period of July 1, 2020 through June 30, 2022. All of the projects and programs are eligible for CDBG funding and are in alignment with the City's Five -Year Consolidated Plan, Strategic Plan and Capital Improvement Program. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet the following Goals, Objectives, and Strategies: Goal #1 - Community Safety, Objective #6 (enhance Public Safety integration, communications and community outreach), Strategy F (The Santa Ana Police Department will collaborate with the Orange County Probation Department, Orange County Healthcare Agency caseworkers, business community, and associated non-profit organizations to assist in re-entry of recently released offenders into the community); Goal #2 - Youth, Education, Recreation, Objective #2 (expand youth programing), Strategy A (focus resources on quality youth engagement, civic awareness, enrichment and education programs (i.e. youth camping trips) and expand after -school programs during out -of -school hours at the library and community centers, and Strategy B (expand the youth sports program so that youth recreational opportunities are established year-round); Objective #4 (partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents), Strategy A (partner with The California Endowment, Santa Ana College, Chapman University, UCI, CSUF, and other institutions of higher education to design career pathway programs that support priority workforce industries (Retail, healthcare, manufacturing, renewable energies) that results in faster reemployment of Santa Ana's residents; Goal #3 - Economic Development, Objective #5 (leverage private investment that results in tax base expansion and job creation citywide), Strategy C (develop a knowledge base to foster economic development by actively partnering with non-profit organizations); Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability), Strategy D (implement new Neighborhood Improvement Initiatives focusing on residential areas that have been adversely affected by disinvestment and decline. Program and services from a variety of resources will be utilized to achieve positive and sustainable improvements), and Objective #6 (focus projects and programs on improving the health and wellness of all residents), Strategy C (integrate a variety of health and wellness programs into existing programming at each of the city's community/recreation centers (e.g. 60A-7 Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 8 Develop equitable health access points)). FISCAL IMPACT Funds will be budgeted and available in the Community Development Block Grant account (nos. 13518780, 13518782, and 13518783) upon execution of a grant agreement between the City and HUD and adoption of the FY 2020-21 annual budget. It is anticipated that the CDBG allocation will be expended as follows: Fiscal Year Grant Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description Community FY 2020-21 2020 13518780-various Development CDBG Administration $1,140,230 Block Grant Community FY 2020-21 2020 13518782-various Development CDBG Housing 1,687,047 Block Grant Community FY 2020-21 2020 13518783-various Development CDBG Programs 2,873,877 Block Grant 2015- Community FY 2020-21 2018 13518783-various Development CDBG Programs 1,004,222 Block Grant Total for FY 20-21 $6,705,376 If the City Council approves the two-year agreements with the non-profit organizations per Recommended Action 3, upon the execution of a grant agreement between the City and HUD and the adoption of the FY 2021-22 annual budget, funds will be available and expended as follows: Fiscal Year Grant Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description Community FY 2021-22 2021 13518783-various Development CDBG Programs $ 855,173 Block Grant Total for FY 21-22 $ 855,173 Total for FY 20-22 1 $7,560,549 .1 M Fiscal Year 2020 — 2022 CDBG Program February 18, 2020 Page 9 APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. CDBG Program Funding Plan and Program Summaries 2. CRHC Nonprofit Funding Recommendations 3. Summary of Nonprofit Applications 4. City Agency Memorandum of Understanding Template 5. CDBG and Nonprofit Agreement Template 6. Santa Ana Work Center and Nonprofit Memorandum of Understanding Template 60A-9 EXHIBIT 1 PROGRAM ADMINISTRATION 8 PLANNING Administration and Planning Fair Housing CODE ENFORCEMENT Community Preservation Code Enforcement Community Preservation Legal Services ECONOMIC DEVELOPMENT New Business Start -Up NONPROFIT PUBLIC SERVICES" (FY2o-214 21-22) AIDS Services Fdn OC doe Radiant Health Centers America on Track Boys 8 Girls Club of Santa Ana Charitable Ventures of OC (Summer Night Lights) Community Action Partnership of Orange County Community Health Initiative Orange County Community Legal Aid SoCal (Domestic Violence Prevention Project) Community SeniorSery Inc. (Lunch Cafe) Community SeniorSery Inc. (Home Delivered Meals) Count Appointed Special Advocates (CASA) Delhi Centei(Family Economic Success lnhative) Delhi Center (Teens Engaged in Leaming and Leadership) Delhi CenledALBI Heritage Museum of Orange County (Bonowing Bam) Heritage Museum of Orange County (Museums Inspiring Change) Girls Inc of Orange County (Literacy Lab) Human Options Lutheran Social Services of So. Cal. Naffs House (dbe Neutral Ground) SNL Nags House (dba Neutral Ground) Gang Prevention OC Children's Thempeutic Aril Center(CARR) OC Children's Therapeutic Arta Center Willard) Orange County United Way Public Law Center (Consumer) Public Law Center (Housing) Pure Game Relampago del Call Santa Ana Xtrems Second Chance Orange County Taller San Jose Hope Builders The Cambodian Family WISEPIace APPROVED REQUESTED RECOMMENDED FY 19-20 FY 20-21 FY 20-21 $ 1,140,230 $ 1,146,230 $ 1,140,230 1,D80,230 1,080,230 1,080,230 60,000 66,000 60,000 $ 790,664 $ 800,000 $ 800,000 765,664 775,000 775,000 25,000 25.000 25,000 $ 72,926 $ 72,926 $ 72,926 72,926 72,926 72,926 $ 872,543 $ 1,926,886 ' $ 1,710,346 - 148,500 60,000 45,000 75,000 60,000 40,000 75,000 75,000 30,000 - - 30,000 37,500 60,000 30,000 50,000 60,000 38,000 44,036 75,000 - 48,000 60,000 - 48.000 60,000 30,000 - - 93,205 149,183 80,000 68,461 73,085 75.000 61,557 62.537 - 31,320 34,516 - - 30,000 - 60,000 77,500 - 38.299 60,000 30,000 75,000 60,000 60,000 60,000 - - 75,000 60,000 - 50,000 60,000 70.000 75,000 60.000 - 66,000 - 30,000 - - 30,000 50,000 80,000 - 33,000 60,000 - 69,300 114.650 - 33.000 - 50,000 60,000 - 30,000 - 75,000 60,000 45,000 75,000 68,196 - 45.000 90,000 Women's Journey Foundation - 74.430 115,000 Young Men's Christian Association of Orange County 30.000 37,500 80.000 CITY CAPITAL IMPROVEMENTS $ 3,635,323 $ 10,671,150 $ 2,150,000 Library(FY 20-21 Library Renovation) 1.435.000 5,226,500 700,000 Residential Street and Infrastructure] Improvements 2,150,323 3,994,650 - Park Improvements (FY20-21 Raiff and Myrtle Park) 1,400,000 1,400,000 Neighborhood Sponsored Improvements 50,000 50,000 50,000 HOUSING $ 635,000 $ 1,681,207 $ 1,687,047 Single Family Rehab -City 300,000 - Multi Family Rehab 175,000 1,681,207 1,687,047 Homebuyer Dawn Payment Assistance 160,000 - TOTAL $ 7,146,686 $ 16,298,399 $ 7,560,549 CDBG ALLOCATION 2020-2021 $ 5,701,154 $ 5,701,154 $ 5,701,154 CDBG ANTICIPATED PROGRAM INCOME $ 275,039 $ - CDBG RE -ALLOCATION -AVAILABLE $ 1.170,493 $ 1,004,222 CDBG ALLOCATION 2021-2022(15% Public Services) $ 1,170,493 $ 855,173 SURPLUSI(DEFICIT) $ - $ (10.597.245) $ - ADMINISTRATION CAP 20%OF ALLOCATION $ 1.140,230 $ 1.140.230 $ 1,140.231 ADMINISTRATION PROPOSED $ 1,140,230 $ 1,146,230 $ 1,140.231 SURPLUS/(OEFICR) $ (0) $ (6,000) $ (0) PUBLIC SERVICE CAP 15% OF ALLOCATION PLUS PROGRAM INCOME NOT TO EXCEED 15% $ 872,543 $ 855,173 $ 855.173 PUBLIC SERVICE PROPOSED $ 872S43 $ 855.173 $ 855.173 SURPLUSI(DEFICIT) $ - $ - $ - 60A-10 EXHIBIT 1 FV 2020-21 CDBG Funding Plan - Program Summaries Administration& Planning ProjectTitle (subject to 2w. Organization Administration Strategic Plan cap) Description City of Santa Ana The program will provide for the overall administration of the CDBG Program, to include: preparation and submission CDBG Program Community of required contracts with HUD, submission of all reporting requirements, provision of individual project oversight, Administration Development No. 4,1 monitoring of all project implementation and ongoing completion, and fiscal management and oversight. Program Agency (CDA) Administration is performed by a combination of staff and professional consultant(s). Proposed funding amount calculated based off 20%admin cap less Fair Housing amount. Santa Ana Fair Housing O.C. Fair Housing The program will provide fair housing education, landlord Aenant counseling and enforcement services to combat Education, Council, Inc. dba No. 5,4 housing discrimination and city administrative support for the residents of the City of Santa Ana. Funds will go toward Counseling Fair Housing administrative/program staff and service contracts. A commitment to further fair housing is a requirement of CDBG Enforcementt Council of O.C. funding. Code Enforcement Strategic Project Title Organization Plan Description Community City of Santa Ana The Community Preservation Division's goal is to improve neighborhoods through personalized neighborhood Preservation Planning and contact, education of codes and standards, responsive and dedicated personnel, fair enforcement of laws and (Code Building Agency No. 5,4e innovative processes. The primary purpose of this enforcement is to address property maintenance and life safety Enforcement 8 (PBA) violations which contribute to the visual blight and general decline of an area. Funds will go toward program staff and Legal Services) service contracts (equipment rental, insurance and building rental). DevelopmentEconomic Strategic Pro ect Title74co tion Plan Description a Ana Small Business nt The program awards grants up to $5.000 to eligible microenterprise businesses in the City. Grants will be awarded ProgramA)— No. 3,3c on a first come/first serve basis and may be used to cover business expenses such as rent, insurance costs, utilityIncentive connections, advertising, inventory, or other business related needs. Funds will go toward grants and program staff. nt 60A-11 EXHIBIT 1 FY2020-21 CDBG Funding Plan - Program Summaries Nonprofit Public Service (subject to 15% Public Service cap) Strategic Project Title Organization Plan Description AIDS Services Foundation OC DBA Radiant Health Centers (RHC) will provide low-income residents living AIDS Services with HIV in the City of Santa Ana with wraparound HIV care services. Participants will receive the support HIV Care Services Foundation OC No. 5 and resources needed to remain in medical care, maintain their health, and achieve viral suppression. Brighter Futures for No. 2, 2a Children of prisoners deserve the chance to discover a brighter future, which is why America On Track Children of Prisoners America On Track provides them with trained, caring mentors, STEM workshops, a "College is For Me Too!" camp, free books, and special outings, as well as nutrition seminars and wraparound services for the families. Boys and Girls College Bound provides at -risk Santa Ana teens with academic instruction and mentors to help graduate College Bound Club of Santa Ana No. 2, 4a high school on time, prepare for secondary education, technical school, or military and set career goals; this also prevents teens from engaging in activities that could otherwise derail their path. Economic Empowerment— Community Action Economic empowerment services for low-income adults and youth in and around Santa Ana; workshops Your Money, Your Goals Partnership of No. 3,5c include Your Money Your Goals curriculum, which covers banking, spending plans, and money Orange County management by providing tools for participants to develop habits to increase their financial wellbeing. Community Health Access Community Health No. 5,6d CHIOC helps City of Santa Ana residents to access health and social service programs by providing Program Initiative Orange outreach, education, enrollment, and case management services to vulnerable populations. We strive to County ensure that clients acquire, retain, and utilize community resources effectively. Community Legal Aid SoCal (previously known as The Legal Aid Society of Orange County) will provide Santa Ana Domestic Community Legal No. 1,61' free, holistic legal assistance to Santa Ana survivors of domestic violence to help them escape abuse and Violence Prevention Project Aid SoCal break the cycle of violence. Priority is given to service in the areas of family law, immigration, and healthcare advocacy. Community No. 5,6e The purpose of the Lunch Cafe program is to provide nutritious lunch meals for seniors in Santa Ana who Lunch Cafe SeniorSery are isolated, low income and frail. The CDBG funds will help offset the raw food costs for providing meals for senior participants living in Santa Ana. Home Delivered Meals Community No. S,6e The Home Delivered Meals program provides nutritional meals on a donation basis to seniors, who are SeniorSery frail, isolated, have limited mobility, and limited social support. Family Economic Success Delhi Center/Public No. 3,5c A collaborative case management strategy to help low-income families fill vocational, educational, and Initiative Law Center financial service gaps, so they can make better decisions to earn more, keep more of what they eam, and move up the economic ladder. 60A-12 EXHIBIT 1 FY2020-21 CDBG Funding Plan -Program Summaries Teens Engaged in Learning A leadership development program thattrains teens to take an active role in designing and implementing and Leadership Delhi Center No. 2,2a educational and team building activities in their community that teach younger children about gang prevention, problem solving, conflict resolution, avoiding risk and making safe choices. Girl's Inc. of No. 2,2a Literacy Lab ensures that 120 elementary school gids per year in Santa Ana reach grade level reading by Literacy Lab Orange County fourth grade. Small group reading with mentors and educators, engaging activities, a summer camp, and family literacy nights build a love of reading and a strong educational foundation. Assisting Domestic No. id The project will provide intensive case management services to Santa Ana residents who self -report Violence Victims Human Options domestic violence or who are referred by the Domestic Violence Response Team. Case management services will include safety planning, assessment of needs and linkages to needed resources. Victims Intervention Lutheran Social Services of No. 5,4d The Victims Intervention Project (VIP) will provide women who are victims of crime with evidence -based Program (VIP) Southern California recovery services — direct mental health services, rental assistance, hotellmotel vouchers, intensive case (LSSSC) management, transportation, life skills training and other supportive services. Neutral Ground Gang Nati's House dba No. 2,2a Neutral Ground will provide after school programming and mentoring to youth; focusing on violence Prevention Neutral Ground prevention, gang intervention, restorative practices, mentoring, and drug and alcohol prevention. Neutral Ground also provides street outreach and programming for parents and community. Crime Prevention and Intervention Program for Orange County Ch 's No. 2,2a OCCTAC proposes to continue our Crime Prevention & Intervention Program with CARR school youth, and CARR School & rapeutic Ads Therapeutic expand to all CARR Neighborhood families, to provide life changing opportunities for youth and parents Neighborhood Center (OCCTAC) through After School Arts, Tutoring, Family Counseling, and Parenting Classes. Crime Prevention and Intervention Program for Orange County herape'u No. 2,2a OCCTAC proposes to continue our Crime Prevention & Intervention Program with Willard Middle school Willard Middle School & T Therapeutic Arcs youth, and expand to all Willard Neighborhood families, to provide life changing opportunities for youth and Neighborhood Center (OCCTAC) parents through After School Ads, Tutoring, Family Counseling, and Parenting Classes. Consumer & Community o., N35c Public Law Center seeks to provide cradle through retirement legal services to Santa Ana low-income Organizations Legal Public Law Center residents to spur economic development by helping clients, especially seniors, keep their hard earned Assistance Project money; and helping client develop child & dependent care businesses that will expand the local workforce. STAR Sports provides schools a sports -based youth development program. The focus is on creating a STAR Sports Pure Game No. 2,2b safe, positive, inclusive environment allowing a higher number of kids to participate and experience a character education and leadership curriculum. The curriculum helps children make better quality life choices. 60A-13 EXHIBIT 1 FV 2020-21 CDBG Funding Plan - Program Summaries Folklorico Dance Relampago del No. 2,2a The program provides folkloric instruction to children and youth in low -to moderate income families. They Instruction Cielo will learn various dances from Mexico, showcasing their learning at civic and community events. The program creates a place where children and youth are healthy, safe and ready to learn. Taller San Jose No. 2,4a In partnership with Santa Ana College, Hope Builders' Business Applications program will create economic Business Applications Hope Builders opportunity for 25 disadvantaged Santa Ana youth by providing them hard skills training in business administrafion and life skills support to advance their education and find a job. The Plan Ahead Youth Program will help 120 of Santa Ana's low-income youth and parents from immigrant Plan Ahead Youth Program The Cambodian No. 2,2a families thrive in the areas of academics, leadership and parenting skills so that they are able to be Family engaged in more positive after school activities, stay off the streets, and avoid destructive or gang related activity. Steps of Independence WISEPlace WISEPlace transitional housing, trauma -informed care and wrap -around services provide the tools to move No. 5,4d women from homelessness to safe and affordable housing, reuniting them with their children and families, Next Generation: Emotional Women's Journey No. 2,2a The Next Generation: Emotional Intelligence Through the Arts Program is designed to expose K-12 grade Intelligence Through the Foundation participants to the development of emotional intelligence through the integration and direct engagement Ark with the performing arts. The program culminates with a final performance for their community. YMCA Financial Assistance Young Men's Christian No. 2,2a Financial Assistance will be provided to low income, very low, and extremely low-income participants Program Association of wishing to enroll in our Santa Ana Sports & Aquatics programs (soccer, swim, dodgeball, fitness programs) Orange County and Santa Ana After School programs. 60A-14 FV 2020-21 CDBG Funding Plan - Program Summaries City Capital Improvements Strategic Project Title Organization Plan Description City of Santa Ana Public facility improvements will be undertaken in CDBG eligible areas, including renovation of the Santa Ana Library Renovation Library Services No. 5,4a Main Library with new windows throughout the building. The prcject will involve the demolition of existing windows, and the purchase and installation of new windows and weatherproofing. New Park City of Santa Ana Parks, Recreation, Construction of a new pads at the northeast comer of Raid St & Myrtle St on two vacant parcels that will feature rn Construction and Community No. 5,4a storm water infiltration Best Management Practices (BMPs), a skate park restroom, children's play equipment, Services(PRCSA) adult fitness equipment walkways, drought tolerant landscaping and public education signage. Neighborhood City of Santa Ana Sponsored Community N0" 5'� Neighborhood Initiatives will assist residential areas most affected by gang graffiti and vandalism by installation Improvements Development of virtually maintenance free commercial grade artificial ivy. Agency (CDA) Housing Rehabilitation Strategic Project Title Organization Plan Description Multi -Family City of Santa Ana CDBG funds will be used to finance the rehabilitation of privately owned multi -family rental properties for residential Housing Community purposes in accordance with Section 570.202— Eligible Rehabilitation and Preservation Activities. Funds will be used Rehabilitation Development No. 5,3 to rehabilitate properties to address code violations, potential code violations, a unsafe living conditions. The Program Agency (CDA) - madmum amountof loan funds available for any qualified rental property is $75,000 unless approved by City Council. Housing Funding will go toward loans and staff costs. 60A-15 i0a:11-111 a CRHC Nonprofit Funding Recommendations CDBG FY 2020-21 and FY 2021-22 Organization Name Program Applicant Current 1-year funding Applicant Requested 2-year funding CRHC Recommended &year Funding AIDS Services Foundation OC DBA Radiant Health Centers - $148,500.00 $60,000.00 America on Track- $45,000.00 $150,000.00 $60,000.00 Boys &Girls Club- $40,000.00 $150,000.00 $75,000.00 Community Action Partnership of Orange County- $30,000.00 $75,000.00 $60,000.00 Community Health Initiative Orange County- $30,000.00 $100,000.00 $60,000.00 Community Legal Aid Socal - $38,000.00 $88,072.00 $75,000.00 CommunitySeniorServ- $96,000.00 $60,000.00 CommunitySeniorServ- Horne Del vered Meals $96,000.00 $60,000.00 DelhiCenter/PublicLawCenter- $93,205.00 $298,366.00 $80,000.00 Delhi Center- $68,461.00 $146,170.00 $75,000.00 Girl's Inc of Orange County - $120,000.00 $77,500.00 Human Options- $76,597.00 $60,000.00 Lutheran Social Services of Southern California - $30,000.00 $150,000.00 $60,000.00 Nati's House- Neutral Ground Gana Prevent on $150,000.00 $100,000.00 $60,000.00 $60,000.00 Orange County Children's Therapeutic Arts Center- CARR Ns nhhcrhc,,1 Cr me Prevent nn and Intervent on Orange County Children's Therapeutic Arts Center- W lard Ne nhh�rhcn,! Cr me Prevent cm and Interent on $70,000.00 $150,000.00 $60,000.00 Public Law Center- $30,000.00 $100,000.00 $80,000.00 Pure Game- STAR q,rk $66,000.00 $60,000.00 RelampagodelCielo- $138,600.00 $114,650.00 Taller San Jose Hope Builders - $30,000.00 $150,000.00 $60,000.00 The Cambodian Family- Plan Alha�d Youth Pronrarn $45,000.00 $150,000.00 $68,196.00 WisePlace- $90,000.00 $90,000.00 Women's Journey Foundation- $148,860.00 $115,000.00 YMCA ofOC- $30,000.00 $75,000.00 $80,000.00 DelhiCenterlALBI- $61,557.00 $125,074.00 $0.00 Heritage Museum of Orange County- The Borrowing Barn $31,320.00 $69,032.00 $0.00 Heritage Museum of Orange County - Museums Inspirina Chan e $60,000.00 $0.00 Nati'sHouseNeutralGround- $60,000.00 $120,000.00 $0.00 Orange County United Way- $132,000.00 $0.00 Santa AnaXtreme- $66,000.00 $0.00 Second ChanceOrangeCounty- More Second Ch,nc,� $50,000.00 $120,000.00 $0.00 Total CRHC 2-year Funding Recommendation $1,710,346.00 Orange County Fair Housing Council Inc. $66,000.00 $60,000.00 $60,000.00 WO:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 AIDS Services Foundation Orange County DBA Radiant Health Centers HIV Care Services Radiant Health Centers (RHC) will provide low-income residents living with HIV in the City of Santa Ana with wraparound HIV care services. Participants will receive the support and resources needed to remain in medical care, maintain their health, and achieve viral suppression. Proposed number to be served: 680 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 5 Funding Request: $148,500 America On Track Brighter Futures for Children of Prisoners Children of prisoners deserve the chance to discover a brighter future, which is why America On Track provides them with trained, caring mentors, STEM workshops, a "College is For Me Too!' camp, free books, and special outings, as well as nutrition seminars and wraparound services for the families. Proposed number to be served: 600 Currently Funded: $45,000 CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 2a Funding Request: $150,000 Boys & Girls Club of Santa Ana College Bound College Bound provides at -risk Santa Ana teens with academic instruction and mentors to help graduate high school on time, prepare for secondary education, technical school or military and set career goals; this also prevents teens from engaging in activities that could otherwise derail their path. Proposed number to be served: 200 Currently Funded: $40,000 CRHC Recommendation: $75,000 Strategic Plan Alignment: 2, 4a Funding Request: $150,000 Community Action Partnership of Orange County Economic Empowerment - Your Money, Your Goals Economic empowerment services for low-income adults and youth in and around Santa Ana; workshops include Your Money Your Goals curriculum, which covers banking, spending plans, and money management by providing tools for participants to develop habits to increase their financial wellbeing. Proposed number to be served: 200 Currently Funded: $30,000 CRHC Recommendation: $60,000 Strategic Plan Alignment: 3, 5c Funding Request: $75,000 60A-17 1 1MUMILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Community Health Initiative of Orange County Community Health Access Program CHIOC helps City of Santa Ana residents to access health and social service programs by providing outreach, education, enrollment, and case management services to vulnerable populations. We strive to ensure that clients acquire, retain, and utilize community resources effectively. Proposed number to be served:2891 Currently Funded: $30,000 CRHC Recommendation: $60,000 Strategic Plan Alignment: 5, 6d Funding Request: $100,000 Community Legal Aid SoCal Domestic Violence Prevention Project Community Legal Aid SoCal (CLA SoCal) will provide free, holistic legal assistance to Santa Ana survivors of domestic violence to help them escape abuse and break the cycle of violence. Priority is given to service in the areas of family law, immigration, and healthcare advocacy. Proposed number to be served: 72 Currently Funded: $38,000 CRHC Recommendation: $75,000 Strategic Plan Alignment: 1, 6f Funding Request: $88,072 Community SeniorSery dba Meals on Wheels Orange County Lunch Cafe The purpose of the Lunch Cafe Program is to provide nutritious lunch meals for seniors in Santa Ana who are isolated, low income, and frail. The CDBG funds will help offset the raw food costs for providing meals for senior participants living in Santa Ana. Proposed number to be served: 1,000 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 5, 6e Funding Request: $96,000 Community SeniorSery dba Meals on Wheels Orange County Home Delivered Meals Program The Home Delivered Meals Program provides nutritional meals on a donation -basis to seniors, who are frail, isolated, have limited mobility, and limited social support. The CDBG funds will help offset the raw food costs for providing meals to homebound seniors residing in Santa Ana. Proposed number to be served: 300 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 5, 6e Funding Request: $96,000 Delhi Center / Public Law Center (previously Delhi / CIELO) Family Economic Success Initiative (FES) A collaborative case management strategy to help low-income families fill vocational, educational, and financial service gaps, so they can make better decisions to earn more, keep more of what they earn, and move up the economic ladder. Proposed number to be served:250 Currently Funded: $93,205 CRHC Recommendation: $80,000 Strategic Plan Alignment: 2, 2a Funding Request: $298,366 60A-18 z MO:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Delhi Center Teens Engaged in Learning and Leadership (TELL) A leadership development program that trains teens to take an active role in designing and implementing educational and team building activities in their community that teach younger children about gang prevention, problem solving, conflict resolution, avoiding risk and making safe choices. Proposed number to be served:250 Currently Funded: $68,461 CRHC Recommendation: $75,000 Strategic Plan Alignment: 2, 2a Funding Request: $146,170 Girl's Inc of Orange County Literacy Lab Literacy Lab ensures that 120 elementary school girls per year in Santa Ana reach grade level reading by fourth grade. Small group reading with mentors and educators, engaging activities, a summer camp, and family literacy nights build a love of reading and a strong educational foundation. Proposed number to be served: 240 Currently Funded: N/A CRHC Recommendation: $77,500 Strategic Plan Alignment: 2, 2a Funding Request: $120,000 Human Options Assisting Domestic Violence Victims The project will provide intensive case management services to Santa Ana residents who self report domestic violence or who are referred by the Domestic Violence Response Team. Case management services will include safety planning, assessment of needs and linkages to needed resources. Proposed number to be served: 80 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 1, 1d Funding Request: $76,597 Lutheran Social Services of Southern California (LSSSC) Victims Intervention Program (VIP) The Victims Intervention Project (VIP) will provide women who are victims of crime with evidence -based recovery services — direct mental health services, rental assistance, hotel/motel vouchers, intensive case management, transportation, life skills training and other supportive services. Proposed number to be served: 150 Currently Funded: $30,000 CRHC Recommendation: $60,000 Strategic Plan Alignment: 5, 4d Funding Request: $150,000 60A-19 3 1:Lv4:ILyNg[c] Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Nati's House Neutral Ground Gang Prevention Nati's House Neutral Ground provides after school programming and mentoring to youth: focusing on violence prevention, gang intervention, restorative practices, mentoring, and drug and alcohol prevention. Neutral Ground also provides street outreach and programming for parents and community. Proposed number to be served: 150 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 2a Funding Request: $150,000 Orange County Children's Therapeutic Arts Center OCCTAC/CARR Neighborhood Crime Prevention & Intervention Program Orange County Children's Therapeutic Arts Center (OCCTAC) proposes to start our Crime Prevention & Intervention Program at CARR Intermediate School and neighborhood to provide youth and their parents life -changing opportunities through: 1) Arts Enrichment, 2)Therapeutic Arts, 3)Family Counseling, 4)Parenting, & 5)Academic Support. Proposed number to be served: 200 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 2a Funding Request: $100,000 Orange County Children's Therapeutic Arts Center OCCTACMillard Neighborhood Crime Prevention & Intervention Program Orange County Children's Therapeutic Arts Center (OCCTAC) proposes to continue our Willard Crime Prevention & Intervention Program to provide youth and their parents life - changing opportunities through: 1) Arts enrichment, 2)Therapeutic Arts, 3)Family Counseling, 4)Parenting, & 5)Academic Support. Proposed number to be served: 550 Currently Funded: $70,000 CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 2a Funding Request: $150,000 Public Law Center Santa Ana Community Development Housing Program PLC provides legal assistance and education to Santa Ana residents who are experiencing housing instability and reside in poorly operated and maintained mobile home parks and apartments. PLC supports neighborhood vitality and livability through advocacy for affordable and habitable dwellings.150 Proposed number to be served: 120 Currently Funded: $30,000 CRHC Recommendation: $80,000 Strategic Plan Alignment: 5, 4d Funding Request: $100,000 60A-20 4 WO:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Pure Game STAR Sports We provide schools a sports -based youth development program. We focus on creating a safe, positive, inclusive environment allowing a higher number of kids to participate and experience our character education and leadership curriculum. Our curriculum helps children make better quality life choices. Proposed number to be served: 3,800 Currently Funded: N/A CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 2b Funding Request: $66,000 Relampago del Cielo Folklorico Dance Instruction The program provides folkloric instruction to children and youth in low -to -moderate -income families. They will learn various dances from Mexico, showcasing their learning at civic and community events. The program creates a place where children and youth are healthy, safe and ready to learn. Proposed number to be served: 236 Currently Funded: N/A CRHC Recommendation: $114,650 Strategic Plan Alignment: 2, 2a Funding Request: $138,600 Taller San Jose Hope Builders Equipping Disadvantaged Youth for Careers With CDBG funding, Hope Builders' job training program will create economic opportunities for 50 disadvantaged Santa Ana youth by providing them hard skills training in construction, healthcare, business applications, and information technology, and life skills needed for enduring success. Proposed number to be served: 50 Currently Funded: 75 CRHC Recommendation: $60,000 Strategic Plan Alignment: 2, 4a Funding Request: $150,000 The Cambodian Family Plan Ahead Youth Program PAYP will help Santa Ana's low-income youth and parents from immigrant families thrive in the areas of academics, leadership and parenting skills so that they are able to be engaged in more positive afterschool activities, stay off streets and avoid destructive or gang related activity. Proposed number to be served: 228 Currently Funded: $45,000 CRHC Recommendation: $68,196 Strategic Plan Alignment: 2, 2a Funding Request: $150,000 60A-21 5 WO:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 WISEPIace Steps of Independence WISEPIace transitional housing, trauma -informed care and wrap -around services provide the tools to move women from homeless to safe and affordable housing, reuniting them with their children and families. Proposed number to be served: 60 Currently Funded: N/A CRHC Recommendation: $90,000 Strategic Plan Alignment: 5, 4d Funding Request: $90,000 Women's Journey Foundation Next Generation: Emotional Intelligence Through the Arts The Next Generation: Emotional Intelligence Through the Arts Porgram is designed to expose K-12 grade participants to the development of emotional intelligence through the integration and direct engagement with the performing arts. The program culminates with a final performance for their community. Proposed number to be served: 520 Currently Funded: N/A CRHC Recommendation: $115,000 Strategic Plan Alignment: 2, 2a Funding Request: $148,860 Young Men's Christian Association of Orange County YMCA Financial Assistance Program - Santa Ana Programs We would like to request CDBG funding to provide Financial Assistance to low income, very low, and extremely low-income participants wishing to enroll in our Santa Ana Sports & Aquatics programs (soccer, swim, dodgeball, fitness programs) and Santa Ana After -School Programs. Proposed number to be served: 210 Currently Funded: $30,000 CRHC Recommendation: $80,000 Strategic Plan Alignment: 3, 5c Funding Request: $75,000 Orange County Fair Housing Council, Inc (dba Fair Housing Council of Orange County) Santa Ana Fair Housing Education, Counseling and Enforcement Serving both housing consumers and providers with fair housing education, counseling and enforcement services to combat housing discrimination, combined with landlord -tenant counseling. Fair housing activities assist Santa Ana in certifying to HUD that it is "affirmatively furthering fair housing". Proposed number to be served: 10,050 Currently Funded: 60,000 CRHC Recommendation: $120,000 Strategic Plan Alignment: 5, 4d Funding Request: $132,000 'Fair Housing project funding is from Administrative cap and does not impact Public Service funding. 60A-22 6 WO:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Delhi Center/ALBI School Break Enrichment Program Enrichment Day Camps offered during three school -break periods for 125 children, providing instruction in performing arts, social emotional skill development activities that build resiliency, and parent workshops with take-home family assignments that increase family bonding. Proposed number to be served: 250 Currently Funded: $61,557 CRHC Recommendation: $0 Strategic Plan Alignment: 2, 2a Funding Request: $125,074 Heritage Museum of Orange County The Borrowing Barn The Borrowing Barn will serve as a tool library, time bank, seed library, and DIY educational/community center for the surrounding area. Proposed number to be served: 200 Currently Funded: $31,320 CRHC Recommendation: $0 Strategic Plan Alignment: 3, 5c Funding Request: $69,032 Heritage Museum of Orange County Museums Inspiring Change Through the MIC mentorship program, we seek to combat a broader, institutional lack of diversity in the field of museum careers. We will expose SAUSD youth to current industry leaders, potential career paths, and basic museum principles to build their knowledge of and access to relevant opportunities. Proposed number to be served: 140 Currently Funded: N/A CRHC Recommendation: $0 Strategic Plan Alignment: 2, 2a Funding Request: $60,000 Nati's House Neutral Ground Summer Night Lights Neutral Ground will provide Summer Night Lights for 40 nights during the summer. Parks and recreation centers will be open late so that families can enjoy safe spaces, meet neighbors, find new opportunities and resources, and create relationships with the City and County agencies that serve them. Proposed number to be served: 200 Currently Funded: $60,000 CRHC Recommendation: $0 Strategic Plan Alignment: 2, 2a Funding Request: $120,000 60A-23 7 WN:ILy111c3 Summary of Community Development Block Grant Nonprofit Applications FY 2020-2022 Orange County United Way SparkPoint OC SparkPoint OC financial empowerment centers serve low-income, housing insecure or homeless individuals and families at five Orange County locations, including Santa Ana. Clients meet monthly with a financial coach to develop plans that increase income, reduce debt, improve credit, and build assets. Proposed number to be served: 120 Currently Funded: N/A CRHC Recommendation: $0 Strategic Plan Alignment: 3, 5c Funding Request: $132,000 Santa Ana Xtreme Santa Ana Xtreme Softball Develop female athletes as future civic leaders. Teach self-discipline, hard teamwork & important life lessons through softball. Providing a healthy activity & training in an atmosphere of community participtation. Help them with college recruitment/admission and financial scholarships. Proposed number to be served: 90 Currently Funded: N/A CRHC Recommendation: $0 Strategic Plan Alignment: 2, 2b Funding Request: $66,000 Second Chance Orange County More Second Chances SCOC provides individualized services to Santa Ana residents recovering from alcohol and substance abuse, often homeless, who seek stable, sustainable lives. Residents seeking an end to dependency will gain career training, mentoring, support in job placement and ongoing follow-up. Proposed number to be served: 120 Currently Funded: $50,000 CRHC Recommendation: $0 Strategic Plan Alignment: 1, 6f Funding Request: $120,000 60A-24 8 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SANTA ANA AND CITY AGENCY FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Memorandum of Understanding is hereby made and entered into this 1 st day of July, 2020, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and CITY AGENCY of the City, ("SUBRECIPIENT"). RECITALS: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Program, Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and Federal Award Identification Number (FAIN) B-20-MC-06-0508 , desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS'). B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT"). C. The SUBRECIPIENT has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the schedule of performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit A (Schedule of Performance). Failure to follow the measurements and meet the stated outcomes may constitute breach of contract that could result in termination of this Agreement or serve as reason for the City to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. SUBRECIPIENT'S OBLIGATIONS A. Reoresentations and Warranties. (a) Authority. SUBRECIPIENT is in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. 60A-25 (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY including any exhibits are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. B. Amount of Grant/Term and Quarterly Disbursement. The amount granted to SUBRECIPIENT is $00,000 ("CDBG FUNDS"), for the term of July 1, 2020 through June 30, 2021 for - -----------Name of Project-----. Such funds shall be expended by SUBRECIPIENT on or before June 30, 2022. The Term of this Agreement may be extended by a writing executed by the City Manager, or his or her designee, and the City Attorney. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program year. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. Z• � � •. D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 30, 2---, and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees, and indirect costs. Other allowable program costs are detailed in the budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. SUBRECIPIENT has the ability to adjust line item amounts in the budget with the written approval of the CTTY's Executive Director of the Community Development Agency, or designee, so long as the total budget amount does not increase. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the SUBRECIPIENF's award shall be an approved federally recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CFR §200.414(b) Indirect (F&A) costs. For this agreement, the de minimis indirect cost rate of _% will apply. E. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENI"s operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable 2 CFR 200.302 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPMNT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. 60A-27 I. Record Keepin eportinQ. SUBRECIPIENT shall keep and maintain complete and adequate records and reports on program participants to determine their initial and continuing eligibility for the program services being provided to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification of all household members ages 18 and over. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, including evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices and proof of payment for which CDBG FUNDS were expended, and any payments therefor. f. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports a. Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice/request for reimbursement and true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. b. Quarterly Progress Report. SUBRECIPIENT agrees to keep records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. J. Access to Records. CITY and the United States Government and their representatives or auditors shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to Z� • said program. CITY and the United States Government and their representatives or auditors shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Length of Record Keepine. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CH Y. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CTTY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. P. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a I • disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non -expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. S. Lobbvine. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit D," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. 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 a 'Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit D). SUBRECIPIENT shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and agrees to take all actions necessary to ensure that all subrecipients shall similarly certify and disclose accordingly. T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. U. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 of seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The 60A-30 SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. SUBRECIPIENT agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the SUBRECIPIENT of its obligation, if any, to require payment of the higher wage. The SUBRECIPIENT shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. V. Section 3 of the Housing and Urban Development Act of 1968. SUBRECIPIENT will make every effort to provide training opportunities for low -and moderate -income persons residing within the community where the construction project is located and contracts awarded to local businesses therein to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement. Compliance with the foregoing requirements shall be a condition of the federal financial assistance provided under this Agreement and binding on the SUBRECIPIENT. Failure to fulfill these requirements shall subject the SUBRECIPIENT, its successors and designees, to those sanctions specified by the Agreement through which federal assistance is provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women. W. Drug Free Workplace. SUBRECIPIENT agrees to provide a drug -free work place and to execute a certification as set forth in "Exhibit E" attached hereto and incorporated herein by this reference. X. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. Y. Subpart K of 24 CFR 570. SUBRECIPIENT will cant' out its activities in compliance with the requirements of Subpart K of 24 CFR 570, however SUBRECIPIENT does not assume the CITY's environmental responsibilities or the responsibility for initiating the environmental review process under 24 CFR Part 52. Z. Women- and Minority -Owned Businesses (W/MBE) SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish- 60A-31 heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. ffm A. Payment of Funds. On July 1, 2020, the CITY expects to be allocated $5,701,154 for fiscal year 2020-2021 from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG') Entitlement Program. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received a sum not to exceed _ Dollars ($00,000) for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Payments shall be made to SUBRECIPIENT through the submission of invoices/reimbursement requests. MY shall pay such invoices/reimbursement requests within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. Documentation may include, but is not limited to true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable proj ect. E. Performance Monitoring: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections which it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being WA-32 notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. A. SUBRECIPIENT agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. B. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. C. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. D. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. E. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. I_\l�K�l`►Iy�Fi1tZ�_ 1► M t _ Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CDBG funds, in accordance with 24 CFR 570.2000): A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. E. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that persons immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VH. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 60A-34 TO SUBRECIPIENT: Agency Contact Contact Title CITY AGENCY Department 20 Civic Center Plaza, M-25 Santa Ana, CA 92702 1'I11IERXY[e1► IH1FIYL None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any land or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. INSURANCE 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement 60A-35 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self- insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Equipment Coverage. SUBRECIPIENT shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by SUBRECIPIENT in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. M. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(7)] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY, or 2. If not used in accordance with subparagraph 1 above, SUBRECIPIENT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non-CDBG funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIP=. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 60A-36 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CTTY's share of federal funds used to acquire the equipment, in accordance with 2 CFR 200.313(e)(2). D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraph "XB. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERMINATION A. This Agreement maybe terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement maybe suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to b terminated, however, if in the case of a partial 60A-37 termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for with the award was made, the CITY may terminate the award in its entirety. E. The grant of funds under this Agreement may be terminated due to the non-performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.E., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. 4IIMM1171OFNIIINKIIupWRIIR The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, Cn Y's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CTfY affect expenditures and legally binding -commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: ZI I • 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR §§200.310- 200.316 and 200.329; and, 5. The CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. XVII. VALIDITY AND SEVERABIIITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIIL WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. XIX. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. {Signatures on following page) 60N-39 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTEST: DAISY GOMEZ Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO RECOMMENDED FOR APPROVAL: STEVEN MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager SUBRECIPIENT: NAME Title Tax ID: 00-0000000 DUNS#: 000000000 16 60A-40 1010111-1110 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND NONPROFIT ORGANIZATION NAME FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement is hereby made and entered into this 1st day of July, 2020, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Nonprofit Organization Name, a California nonprofit corporation ("SUBRECIPIENT"). RECITALS: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Program, Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and Federal Award Identification Number (FAIN) B-20-MC-06-0508, desires to enter into this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS"). B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT"). C. The SUBRECIPIENT is a private nonprofit corporation that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the Schedule of Performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit A (Schedule of Performance). Failure to follow the measurements and meet the stated outcomes may constitute breach of contract that could result in termination of this Agreement or serve as reason for the City to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. SUBRECH'IENT'S OBLIGATIONS A. Nonprofit Status -Representations and Warranties. (a) Authority. SUBRECIPIENT is a duly organized and existing nonprofit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. 1 60A-41 1010111-1110 (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY, including any exhibits, are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to or affect performance of the Agreement or provision of services hereunder. B. Amount of Grant/Tenn and Quarterly Disbursement. The amount granted to SUBRECIPIENT is $00,000 ("CDBG FUNDS"), for the two-year term from July 1, 2020 through June 30, 2022 for the program named: XXXX. Such funds shall be expended by SUBRECIPIENT on or before June 30, 2022. The Term of this Agreement may be extended by a writing executed by the City Manager, or his or her designee, and the City Attorney. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. Funding for the second year of the term is subject to and contingent on the CITY receiving sufficient CDBG FUNDS from HUD for the 2021-2022 CDBG program year. The CITY reserves the right to reduce the amount of CDBG FUNDS to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in CDBG FUNDS provided to the CITY for program year 2021-2022. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program years. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. 2 60A-42 C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 30, 2022, and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees, and indirect costs. Other allowable program costs are detailed in the budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. SUBRECIPIENT has the ability to adjust line item amounts in the budget with the written approval of the CITY's Executive Director of the Community Development Agency, or designee, so long as the total budget amount does not increase. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the SUBRECIPIENT's award shall be an approved federally recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CFR §200.414(b) Indirect (F&A) costs. For this agreement, the de minimis indirect cost rate of 10% will apply. E. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable 2 CFR 200.302 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and 3 60A-43 published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. I. Record Keeping%Wortine. SUBRECIPIENT shall keep and maintain complete and adequate records and reports on program participants to detemune their initial and continuing eligibility for the program services being provided to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification of all household members ages 18 and over. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, including evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices and proof of payment for which CDBG FUNDS were expended, and any payments therefor. f. Any such other related records as CffY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports a. Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECT ENT shall submit both: an original invoice/request for reimbursement and true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. b. Quarterly Progress Report. SUBRECIPIENT agrees to keep records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. I. Access to Records. CITY and the United States Government and their representatives or auditors shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENI"s subcontractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and their representatives or auditors shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. 5 60A-45 P. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the CDBG finds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non -expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. S. Lobbvine. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit D," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. 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 a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit D). SUBRECIPIENT shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and agrees to take all actions necessary to ensure that all subrecipients shall similarly certify and disclose accordingly. T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. U. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work T Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. SUBRECIPIENT agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to j oumey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the SUBRECIPIENT of its obligation, if any, to require payment of the higher wage. The SUBRECIPIENT shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. V. Section 3 of the Housing and Urban Development Act of 1968. SUBRECIPIENT will make every effort to provide training opportunities for low -and moderate -income persons residing within the community where the construction project is located and contracts awarded to local businesses therein to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement. Compliance with the foregoing requirements shall be a condition of the federal financial assistance provided under this Agreement and binding on the SUBRECIPIENT. Failure to fulfill these requirements shall subject the SUBRECIPIENT, its successors and designees, to those sanctions specified by the Agreement through which federal assistance. is provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women. W. Ding Free Workplace. SUBRECIPIENT agrees to provide a drug -free work place and to execute a certification as set forth in "Exhibit E" attached hereto and incorporated herein by this reference. X. Uniform Administrative Requirements, Cost Principles, and Audit Recuirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. Y. Subpart K of 24 CFR 570. SUBRECIPIENT will carry out its activities in compliance with the requirements of Subpart K of 24 CFR 570. However, SUBRECIPIENT does not assume the CITY's environmental responsibilities or the responsibility for initiating the environmental review process under 24 CFR Part 52. Z. Women- and Minority -Owned Businesses (W/MBE). SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a 7 60A-47 business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51 %) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish - heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. IL CITY'S OBLIGATIONS A. Payment of Funds. On July 1, 2020, the CITY was allocated $5,701,154for fiscal year 2020- 2021 from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBGEntitlement Program. Subject to the terms of this Agreement, and contingent on CITY receiving at least the same amount of CDBG funds from HUD for the 2021-2022 program year, CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received a sum not to exceed Dollars ($00,000) for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the two-year period of this Agreement. Payments shall be made to SUBRECIPMWI' through the submission of invoices/reimbursement requests. CITY shall pay such invoices/reimbursement requests within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. Documentation may include, but is not limited to, true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance Monitoring: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this �• ' • I • Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections which it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. A. SUBRECIPIENT agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. B. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. C. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. D. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. E. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200,112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CDBG funds, in accordance with 24 CFR 570.2000): A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. E. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPMNT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that persons immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VH. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO Cri'Y: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza 10 60A-50 P.O. sox 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Organization Contact Address Line 1 Address Line 2 Address Line 3 VM. ASSIGNABILM None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPMNT pursuant to this Agreement. Ikl 19M 1111F.1RJA1111*V SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. INSURANCE 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring 11 60A-51 prior to the expiration of this Agreement 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self- insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Equipment Coverage. SUBRECIPIENT shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by SUBRECIPIENT in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(7)] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CTTY has given written approval, to meet one of the national objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY, or 2. If not used in accordance with subparagraph 1 above, SUBRECIPIENT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non-CDBG funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired 12 60A-52 in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment, in accordance with 2 CFR 200.313(e)(2). D. SUBRECIPMNT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of MY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraph "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as MY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERDIINATION A. This Agreement maybe terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. 13 60A-53 D. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for with the award was made, the CITY may terminate the award in its entirety. E. The grant of funds under this Agreement may be terminated due to the non-performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding from HUD for the CDBG program for any year term subject to this Agreement. G. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.F., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. 01 I MTSL�V�i7►[�] BI �LI1►11I. The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. 14 60A-54 1010111-1110 XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR §§200.310- 200.316 and 200.329; and, 5. The CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. XVH. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIIL WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 15 60A-55 XIX. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY My, including reasonable costs and attorney's fees, for any injuries or damages to MY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on followingpage) 16 60A-56 1010111-1110 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM: CNIA 9 4y AALHO M City FOR APPROVAL: SUBRECIPIENT: STEVEN MENDOZA Executive Director Community Development Agency NAME Title Tax ID: 00-0000000 DUNS #: 000000000 17 60A-57 REQUEST FOR a COUNCIL ACTION°1T CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: RECEIVE AND FILE FISCAL YEAR 2019-20 GENERAL FUND MID -YEAR UPDATE; AMEND FY 2019-20 BUDGET TO ADD TWO FULL-TIME POSITIONS; APPROVE MID -YEAR APPROPRIATION ADJUSTMENTS /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: _••e• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO �1��►1�1�1:3q:7 RECOMMENDED ACTION 1. Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update, including revised revenue estimates. 2. Amend Fiscal Year 2019-20 Budget to add the full-time position of Executive Secretary in Parks, Recreation and Community Services Agency (General Fund) and the full-time position of Business Tax Collector -Inspector in the Finance and Management Services Agency (Cannabis Public Benefit Fund). 3. Approve Mid -Year Appropriation Adjustments. (Exhibit 3) DISCUSSION This Mid -Year Report includes an analysis of revenue and expenditures recorded for the first half of FY 2019-20. The report is focused on the General Fund, which is the primary operating fund of the City. However, the report also includes notable information for other funds, such as the Gas Tax Fund. The vacancy report for full-time funded employee positions and proposed workforce changes is included. Tables and summaries include FY 2018-19 actuals, FY 2019-20 year-to-date actuals, FY 2019-20 original budget, and FY 2019-20 revised budget. The revised budget includes updated revenue estimates, appropriation adjustments approved by the City Council, and appropriations continued from FY 2018-19 to FY 2019-20 approved by the City Council. A summary of the estimated General Fund balance at June 30, 2020 follows: 65A-1 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 2 General Fund Summary in millions FY 18-19 FY 19-20 FY 19-20 Year End Actuals Budget Revised Budget Beginning Fund Balance $ 57.9 $ 67.0 $ 67.0 Revenues 270.4 316.7 323.2 Expenditures (261.3) (316.1) (323.0) Ending Fund Balance $ 67.0 $ 67.6 $ 67.2 Projected Fund Balance - 06/30/20 $ 67.2 Operating Reserve based on Revised Revenues 16.67% 53.9 Economic Uncertainty 1 % 3.2 Projected Net Available $ 10.1 General Fund Revenues for FY 2019-20 The following table summarizes the City's most significant General Fund revenue sources. A discussion of each follows. FY 19-20 MID -YEAR BUDGET REVIEW KEY GENERAL FUND REVENUES Description FY 18-19 Actuals Adopted FY 19-20 op et Bud FY 19-20 2nd Quarter FY 19-20 Projections Sales Tax 51,321,860 51,509,900 16,866,019 52,150,000 Sales Tax - Measure X 1.5% 13,636,350 60,000,000 21,917,861 61,100,000 Property Tax 37,309,791 37,346,100 20,242,998 38,100,000 Prop Tax -In Lieu VLF 32,897,695 34,167,600 - 34,663,784 Utility User Tax 22,655,737 22,500,000 9,894,586 22,500,000 Business Tax 13,115,518 13,000,000 2,644,633 13,000,000 Hotel Visitor's Tax 9,414,661 9,500,000 4,116,511 9,500,000 Jail Revenues 15,523,216 15,126,700 3,821,068 15,126,700 Paramedic Services Charge 5,109,445 5,175,000 4,067,377 6,792,300 Santa Ana Residual 10,231,641 8,368,700 - 10,231,650 Combined Cannabis Revenue 8,379,195 10,830,000 4,228,906 10,830,000 Permits and Plan Checks' 7,851,323 7,881,000 4,452,515 7,881,000 SUBTOTAL TOP SIX AND KEY REVENUES: 2P7 446,433 275,405,000 92,252,474 281,875,434 OTHER REVENUES: 42,943,596 41,273,040 16,941,791 41,273,040 GRAND TOTAL: $270,390,029 $316,678,040 $109,194,265 $323,148,474 'Permits: Building, Electrical, Heating, Plumbing Permits; Plan Checks: Building, Electrical, Plumbing and Mechanical Plancheck 65A-2 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 3 Sales Tax (Bradley Burns 1%): The second quarter revenues of $16.8 million represents sales tax received for the months of July through October. Sales Tax disbursements are received monthly, two months in arrears, and may include prior period adjustments or true -ups. Based on the sales tax consultant's current projections, staff increased the revenue estimate by $640,100. Sales Tax (Measure X 1.5%): The second quarter revenue of $21.9 million represents sales tax received for the months of July through October including $1.6 million related to the prior fiscal year, but not received until after August 31, 2019. Similar to the Bradley Burns Sales Tax, disbursements are received monthly, two months in arrears and may include prior period adjustments or true -ups. Based on the sales tax consultant's current projections, staff increased the revenue estimate by $1.1 million. It should be noted the City's sales tax consultant is currently projecting future annual increases of approximately 2.6% for both categories of sales tax revenue. However, the consultant does have recession scenarios that include a 4.3% reduction of revenue in the first year of a recession (roughly $5 million), and another 1.9% reduction in the second year of recession (another $2 million). In addition to the General Fund operating reserve of 16.67% of annual revenue, the City has a reserve for economic uncertainty equivalent to 1 % of annual revenue or approximately $3.2 million. During the next budget process, the City Council may want to consider using the excess General Fund balance to increase the reserve for economic uncertainty to at least 2% of annual revenue or $6.4 million. Property Tax and Property Tax in lieu of VLF: Total Property Tax collected for the second quarter is $20.2 million. This does not include the first payment (50%) of Property Tax in lieu of VLF which was received in January of $17.3 million. Based on current receipts and updated projections from the property tax consultant, staff's estimate has increased by $1.2 million. The updated revenue estimate represents a 3.6% increase from prior year actuals. Utility Users' Tax: Utility Users Tax remains steady overall with an increases to both electric and water utilities while the gas utility remains stable. Telecommunications continues to decline and is projected to decrease this fiscal year. Overall, staff anticipates total UUT revenue will meet budget projections. Santa Ana Residual Property Tax Allocation: As part of the dissolution of redevelopment, the City is one of the taxing entities receiving a residual allocation from the Redevelopment Property Tax Trust Fund (RPTTF). Due to savings from refinancing the tax allocation bonds in 2018 and the increase in assessed property values, this revenue source increased significantly in FY 2018- 19. For FY 2019-20, a recent payment of $6 million was received in January and the next payment is in May. With the updated information, staff increased this revenue estimate by $1.8 million. It should be noted the City's share of savings from the 2018 bond refinancing was structured to be received over a three-year period (FY 2018-19, FY 2019-20, and FY 2020-21). Beginning FY 2021- 22, this revenue source will decrease by approximately $1 million. 65A-3 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 4 Hotel Visitors' Tax: Hotel Visitors' Tax collected through the second quarter is over $4.1 million, similar to the previous fiscal year. New hotel developments are expected in the future (Hampton Inn, Tapestry Hotel), but is unlikely to impact the current fiscal year. As such, there is no adjustment to staffs original revenue estimate. Business License: Business license is trending similar to last year and is projected to meet anticipated revenue of $13 million. The current amount collected, $2.6 million represents about 20% of total revenue. Peak business license periods occur in the third (53%) and fourth quarters (27%) of total business license revenue collected. Jail Revenue: Jail revenue to date represents only three months' receipts totaling $3.8 million. Payments of $2.4 million for the months of October and November were received in January. The Police Department is projecting to meet the budgeted revenue estimate of $15.1 million due to an increase in average daily projection (ADP). An additional module will be available and is anticipated to open in April 2020 which will likely lead to a revenue estimate increase for fiscal year 2020-2021. Cannabis Revenues: Adult -Use Retail Cannabis revenues are projected to exceed budget by $1.8 million. The year-to-date revenue for Adult -Use Retail is $3.8 million which represents five months of receipts. The growth of the retail sector continues to erode revenue related to Medical Cannabis and therefore, staff anticipates a related $1 million decrease in revenue. Commercial Cannabis tax revenue related to distribution is projected to exceed budget by $139,000, however the other commercial sectors are expected to underperform the original revenue estimate by nearly $1.1 million. When considering Cannabis tax revenue in total, there is no change to the original revenue estimate at this time. Permits and Plan Check: Year-to-date permit and plan check revenues total over $4 million, and are primarily driven by spikes in building plan check revenue for the months of October and December. Staff will continue to monitor the development activity and related revenue, and provide updates during the third quarter report. At this time, there is no change to the original overall revenue estimate. Paramedic Service Charge: In Fiscal Year 2018-19, the City experienced an increase in this revenue due to the state's Ground Emergency Medical Transport (GEMT) Quality Assurance Fee that was retroactive to July 1, 2018 and continues to June 30,2021. Combined with this fee, there has been increase in advanced life support services provided which results in higher than anticipated revenue. Therefore, revenue estimates will increase by $1.6 million to nearly $6.8 million for FY 2019-20. Proposed Workforce Changes Parks, Recreation and Community Services Agency: The proposed workforce change is to add a position of Executive Secretary for administrative support to the Executive Director and the Agency. The anticipated start date will be in May 2019 and the Agency will absorb the costs within the existing General Fund budget. Going forward, the annual cost of the position is expected to be $79,600 in FY 2020-21. 65A-4 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 5 Finance and Management Services Agency: The Agency is proposing to add a full-time Business Tax Collector -Inspector related to oversight of Cannabis business. The position performs pre -audit review/analysis of tax calculations, collection of tax and regulatory fee payments, assesses penalties/interest and actively communicates with potential and current businesses. This position will be primarily funded by the Cannabis Public Benefit fund (85%), with the remainder to be funded by the General Fund. Currently, the City only has 2 Business Tax Collector -Inspector positions to monitor more than 30,000 businesses in the City, which generate a total of $13 million in annual tax revenue. Over the last 18 months, one of those positions has been primarily dedicated to Cannabis business activity, leaving only one full-time position to monitor 30,000 businesses. Approval of this request, to align Cannabis tax enforcement with the funding source, will restore a second full-time position to the large portfolio of other business activity. General Fund Expenditures FY 2019-20 Overall, year-to-date General Fund department expenditures are tracking 3% less than budget, which is within normal parameters based upon past history. Noteworthy items follow. • The City is currently reviewing its internal charges to departments to ensure compliance with outside regulations and best practices. Until the study is complete, an estimate of the charges has been used as a placeholder for actual expenditures. • Fire Department expenditures include two payments in July (for July and August), and monthly payments thereafter. • The Police Department is carefully monitoring its budget, and expects the existing expenditure appropriations to be sufficient for department operations. Proposed Appropriation Adjustments As part of the mid -year report, staff recommends a variety of budget adjustments (Exhibit 3) that includes workforce changes, administrative corrections, and other budget requests. Below are key highlights: GENERALFUND Public Works Agencv The City is undergoing an energy retrofit project including energy efficient lighting, window shading and environmental controls to reduce energy costs. The Public Works Agency (PWA) has identified leaky windows in City Hall that are in need of repair prior to completing the window shading installation. PWA has estimated that the costs for this project will be approximately $89,000. Increase General Fund budget: $89,000 (one-time) Homelessness Efforts Public Works Agency (PWA) PWA continues to provide clean-up services in response to homelessness seven days a week by patrolling the City. As needed, major cleanup efforts are provided in the Santiago Creek area and along the railroads. To ensure continuity, PWA is requesting a budget increase of $80,000, as the current allocation for existing contracts will be exhausted prior to the end of the year. Increase General Fund Budget: $80,000 (one-time) 65A-5 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 6 Police Department In response to homelessness efforts, PD is requesting to invest in technology, including the one- time purchase of mobile phones to enter data in to the City's homeless portal, and the purchase and installation of covert cameras to investigate unlawful activates related to homelessness issues. Investment in these resource will provide more efficient responses to homelessness activities citywide. Increase General Fund Budget: $10,000 (one-time) The Police Department continues to actively recruit Police Officers and met the hiring goal of 50 Officers for 2019. To continue those efforts, staff plans to request funding for the remaining 18 authorized Police Officer positions as part of the fiscal year 2020-2021 budget process. The primary source of funding would be the General Fund. The FY 2019-20 budget includes $6.9 million of one-time General Fund expenditures that will not be automatically included in the proposed FY20-21 budget, which can make room for the annual cost of $2.7 million for 18 additional Officers. In addition, the Police Department is looking at temporary outside restricted funding for a portion of the new officers. More information will be provided during the FY 2020-21 budget process. City Manager's Office On February 10, 2020, the City of Santa Ana was awarded a Census Outreach Grant for $50,000 by the County of Orange. The grant will be used to promote the upcoming census through a place - based strategy in collaboration with neighborhood associations in the hardest -to -count areas of the city. An adjustment is requested to recognize the revenue and approporite it for spending. Increase General Fund Budget: $50,000 (one-time) OTHER FUNDS Library Services Grant In December, the Library Services was awarded an American Library Association (ALA) Census Grant for $2,000. The grant will be used to promote the upcoming census and Library staff is in the process of purchasing promotional supplies. An adjustment is requested to recognize the revenue and appropriate it for spending. Increase to grant fund: $2,000 Public Works Agency On January 10, 2020, the California Department of Finance provided new revenue estimates with the Governor's Proposed 2020-2021 State Budget. Based on these estimates, there will be an update to the City's estimated Gas Tax allocation for fiscal year 2019-2020 as well as a slight increase in projections for next fiscal year 2020-2021. Increase Gas Tax fund to reflect updated estimates resulting in a net increase: $356,003 At the September 17th, 2019 City Council Meeting, Council approved a variety of continuing appropriations for projects in the Select Street Construction Fund. The funding source for these projects is accumulated Gas Tax revenue. The requested adjustment will re -appropriate the accumulated Gas Tax fund balance for the projects, as a funding transfer to the Select Street Construction Fund. 65A-6 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 7 Increase budget for at Interfund Transfer from Gas Tax Fund to Select Street Construction Capital Fund: $6,564,027 The Santa Ana Regional Transportation Center (SARTC) enterprise fund continues to operate with a deficit. Without any additional revenues to support SARTC, the spendable fund balance will continue to decrease resulting in a larger negative balance. This fund will be discussed during the fiscal year 2020-2021 Budget Process. At this time, no adjustments are proposed pending a full policy discussion. r111a11L:C al IVIa11a4C111C11L JCI VIL:CJ A4CII1:Y - Lia1111a LP1b C111U11:CIIICIIL Funding in the amount of $78,866 for a Business Tax -Collector Inspector will be transferred from the City Manager's budget in the Cannabis Fund to the Finance & Management Services budget within the same fund. No net increase to the Cannabis Public Benefit Fund budget. r II lalwc a Ma11a4VI I I¢nL JVI VI .VZ �4¢II .y —Val nu 14 LI I LQIIJIIDQ On December 17th, 2019, the City Council approved an appropriation adjustment to provide General Fund relief for the Parking Enterprise fund related to overtime and unfunded liability expenses. In addition, parking meter rates have been increased and it is projected that the Parking Enterprise will be balanced by the end of the fiscal year. Planning & Building Agency (PBAI In Fiscal Year 2018-2019, PBA was allocated $850,000 to update the City's General Plan. At the close of the fiscal year, there is a remaining project balance of $283,177 that is available to carry forward into the current fiscal year 2019-2020. This information was not available when Council considered continuing appropriations in September 2019. Therefore, an adjustment is requested at this time. Increase AMES budget for the General Plan: $283,177 Community Development Agency (CDA) CDA has experienced a reduction in grant awards such as the Workforce Innovation and Opportunity Act (WIOA) and prior year funding for Rapid Response Formula and Layoff Aversion funds. Therefore, CDA will adjust their budget to be in alignment with current available funding. Decrease grant funding for WIOA and other grant programs: $448,792 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT The fiscal impacts for General Fund and Other funds are summarized in the tables in Exhibits 1 and 3. 65A-7 Receive and file Fiscal Year 2019-20 General Fund Mid -Year Update February 18, 2020 Page 8 Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. General Fund Mid -Year Update Presentation and Revenue Estimates 2. Budget Resolution to add two positions of Executive Secretary and Business Tax Collector -Inspector 3. Appropriation Adjustment Table for General Fund and Non -General Fund 65A-8 O O O-Zt o c O M M r 0 o rr C r zt O Ln M to to c-I r• -Zt W lC O O O-Zt O C O O O o0 Ln C O O O r• to r O O O m r r` Ln O O �o m a Ln �o m m O O O O O C O O O O O C m O to r; C c O l0 r` 00 Lr rl Ln o m m c-i O r; -zt W Lr Ln �o m m LL J 4 i X O � S — L 2 cxo C cxo v cc v N N O- O O- O Y C i N N d d N Q u oo rn -zt m o en m r-i O N o0 O m Ln m r• r• O r c o 6 N l0 N m m O �o -- in v v to M O O O O O O O N 0 0 0 0 0 0 0 m to N c � r• O w M Ln r• to O V 00 0 o m rn r• �o o o r r m r ai o— Ln M O N r• c-I 00 c-I m 00 N m N N N o C C 7 LL X R 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O V. m oo �o Ln Ln O Ln N Ln N O Zt O 00 Lr1 rr1 rr) M c-I O r• N Ln c-I Ln 00 0o N -Zt m Ln m 12 ,- I c-I N N Ln Ln �o r� m O O O O N N N N O C C C C Y O O O O u •Y •Y •Y •Y Y O c —_ u u u u a O X X X X Q CJ co co co co > > > > o a° 2 2 2 2 CC (n W 65A-9 I z a LL 0 u I I I LL 0 N cml LL 4m, 4� nC 0 CD o 0 0 p0 0 0 0 o ti LoN0OC7C7 CV c> N (9 R�t � O C'7 C6 CD CIO CIO LC) 0 t N q:t Cr) • •• • IA• • •• 0 +;co • •• • I Lcn 0) • • LL 00 lui v v v v v v � ,. 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LL4D V l+ O m m w O V V N O w d) O m N V m .� LL4D V Cd li N co 4 LO � �i O � T U � Q U U i PdP U T C tLo GD + j w U O bL Q ®D t? O E = O Q tLo T py N � _ 0 U w I O O a O _ 2 GD tARN O ' .� O E 0 T w � cm Cc 4) m s a i wwtN P � 6 W L Q cc Co T o a) O a�-o S � U � T a) ®A E U 7 T L 3 E e� -i Z x ma m a. 1. U- a. a. 0 N M r l 00 00 Ol i t 111 Ol lD 00 W O O O lD rl 01 O Lr) O O r I � 00 N M r l N I� O r l O M � L(1 M O rl il1 ri Lr) I*� 00 RZT I*� N N l0 t0 rl f0 H (A N u VI V > > In i EF !0 l0 4-1 (U E jA o � Q 4-1N 0 • V o � 4-7 Y i U 4-1 C: ai N E o � o N v1 a-1 N N � !0 ii > o Q v 4-1 � M 4- S. � C l0 E 2 mW C E 4-1 E N 0 N V O E E U �( co N vi Y i u C: Q V EXHIBIT 2 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CURRENT ANNUAL BUDGET FOR FISCAL YEAR 2019-2020. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On July 2, 2019, the City Council passed and adopted Ordinance No. NS- 2969, establishing the City's Budget for Fiscal Years 2019-2020, authorizing position allocations for Fiscal Years 2019-2020, and requiring that alterations in the allocation of authorized positions be reviewed and approved by the City Council. C. The Human Resources Department has completed a mid -year review of the various departmental requests to make changes to the City's organizational structure, classification titles, and staffing. The Parks, Recreation and Community Services Agency is requesting the addition of one Executive Secretary (UC) and the Finance and Management Services Agency is requesting the addition of one Business Tax Collector -Inspector to the FY 2019-2020 City Budget. D. It is now desired to amend the Annual Budget for Fiscal Years 2019-2020, as amended, in order to effect these changes, as shown below: Section 2: That the City Budget for Fiscal Years 2019-2020, as amended, is hereby further amended by: A. Adding one (1) full time position in the Parks, Recreation and Community Services Agency, at the monthly six -step rate range as indicated: Resolution 2020-XXX Page 1 of 3 65A-1 5 6-Step Salary Rate Range Effective 10/01/19 Number of Monthly Salary Classification Title Positions Added SSR Minimum -Maximum Executive Secretary (UC) 1 615 $4709 - $6015 B. Adding one (1) full time position in Finance and Management Services Agency at the monthly seven -step rate range as indicated: 7-Step Salary Rate Range Effective 07/01/19 Monthly Salary Classification Title SSR Minimum -Maximum Business Tax Collector -Inspector 631 $4533 - $6080 Section 3: That except as amended by this Resolution, all other provisions of the Annual Budget for Fiscal Years 2019-2020, as amended, shall remain in full force and effect. Section 4: This Resolution is operative upon adoption. ADOPTED this 18th day of February, 2020. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: 0.U� Laura A. Rossini Senior Assistant City Attorney Miguel A. Pulido Mayor 65A-16 Resolution 2019-XXX Page 2 of 3 AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020- _ to be the original Resolution adopted by the City Council of the City of Santa Ana on February 18, 2020. Date: Resolution 2020-XXX Page 3 of 3 65A-17 Clerk of the Council City of Santa Ana O O N O^ O tO t0 Q O N O W M N O L O b O O r O O O N O � yrt y� N L x o Q > y a U a Im d U a J 0V c O c a -o c N« E? o U ? m m o o t/ ° '= c m a o U' c in .a v ro y u o m n = « @ G ro v v o ro u > a y O a .a 00 E C '^ F W n v o m o o w -O a O 'O v w w v m a o O u . U w � c a a E x w N � w E 2 @ > a K Va1 C0 } 0 Vroi Vroi a R1 a d a ++ ro C '• '• O. m m m o o V w u u u rn rn rn o 00 0 0 0 v o 0 0 0 0 0 0 0 > m ry O o 0 m o ro ry e ry e o O L 0 ti e O O O X O e�1 O e�1 y N vNi vNi .�i ti � ry e ti ti .Ni .y .y Oo 00 0 0 0 0 7 v c 7 ro v c � LL W V• C ro � FL d C W rt O C a LL d a U N U' ro a U a � O c O w Z > c a ¢ > > c c a m ¢ w d O c > CM a m ro Y O i Y O O c m ro mro U > a a > ro 65A-18 o 0 0 0? o ;i a a00 00 O M O w O m- O H O o O 6 6 O t0 r tp V N U! N V! NN N NN' NNN NN ti O O O W W N N N b n O n O e1 N c o Y c v n 3 m n m o m m c 0 w c a L o o c m w c N L E o o w o� c a m w m n J wo Jo -oc o o c i d! C w � C O ,n O pp CO 1 n d iG U m w jp O C 0 _ 1 4 n w 6 O OO S vwi w owu c w w N a w C F N Vwi w w O yO F d w C U N Vw1 Vw1 LL o o 0 w J w '9 i u u O O O N O O e1 O vl M V vl O O e-I O O N V O O O O O O M M V V V O O O O O .-i o m m N N N N N N M Ol Ol Ol Ol vl vl N N N t0 t0 N tO tU t0 t0 t0 t0 tU t0 t0 tU t0 vl t0 tO x x X x X X X X X X X X n n I w m X X X X X X X X M m fix( W x M fix( W M W fix( fix( M W W M W W W W W n e1 e1 e1 e e1 e1 e1 e1 m m m N N N m m m m m m N N N m m m m m m m M m m m v v N N N N N N N N m N 0 o .y e1 e1 e1 e1 e1 e4 e1 e4 e1 e1 e1 e1 e1 e1 e1 0 O 0 O a C J O N a C LL ¢ a c � c w c w co E ¢ o > c � � a m m s 03 `o m 3 a O J s LL m c o «p o r r � 65A-19 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE PRESENT CERTIFICATE OF SUFFICIENCY FOR PETITION TO RECALL COUNCILMEMBER CECILIA IGLESIAS; ADOPT RESOLUTION ACCEPTING THE CERTIFICATE AS TO VERIFICATION OF SIGNATURES AND THE CERTIFICATE OF SUFFICIENCY; EITHER ADOPT RESOLUTIONS CALLING FOR SPECIAL ELECTION AND ADOPTING A REGULATION FOR CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATE STATEMENTS AND APPROVE APPROPRIATION ADJUSTMENT; OR DIRECT STAFF TO PREPARE RESOLUTIONS CALLING A SPECIAL ELECTION AT THE MARCH 3, 2020 CITY COUNCIL MEETING CLERK OF COUNCIL USE ONLY: I_1N,1.1011I0W ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTIONS 1. Adopt a resolution accepting the certificate as to verification of signatures from the Orange County Registrar of Voters and the certificate of sufficiency from the Clerk of the Council; and 2. Approve an appropriation adjustment in the amount of $710,000 for the costs of the signature verification and the special election. 3. Select either Option 1 or Option 2 below: OPTION 1: Adopt resolutions calling for a special municipal election for the submission of (1) the question of the recall of Councilmember Cecilia Iglesias; (2) the election of candidates to fill the vacancy if the recall prevails; and (3) adopting Candidate Statement regulations for candidates pursuant to Elections Code section 13307. OPTION 2: Provide direction to staff to bring back at the March 3, 2020 Council meeting resolutions to call a special municipal election for the submission of: (1) the question of the recall of 65B-1 Certificate of Sufficiency and Recall Election February 18, 2020 Page 2 of 3 Councilmember Cecilia Iglesias; (2) the election of candidates to fill the vacancy if the recall prevails; and (3) adopting Candidate Statement regulations for candidates pursuant to Elections Code section 13307. DISCUSSION A petition to recall Councilmember Cecilia Iglesias was approved for signature collection by the Clerk of the Council on August 15, 2019. Proponents filed the completed petition with the Clerk of Council on December 18, 2019. The initial count of the signatures by the Clerk of the Council found that there were sufficient signatures to send the petition to the Orange County Registrar of Voters ("ROV") for signature verification. The ROV verified the signatures on the petition and provided a certificate of verification to the Clerk of the Council on February 3, 2020. In order for a recall petition in the City of Santa Ana to qualify for a recall election, the petition must contain signatures equal to ten percent (10%) of the registered voters. The required number of signatures for this recall petition was 10,865 signatures. After examination of the petition by the ROV, the ROV determined the following: Number of signatures filed 16,415 Number of signatures required 10,865 Number of signatures verified 15,682 Number of signatures found valid 10,870 Number of signatures found invalid 4,812 Invalid because of duplicate 141 Based upon the certificate as to verification of signatures on petition, the Clerk of the Council has prepared the certificate of sufficiency. Pursuant to California Elections Code Section 11240, the City Council shall issue an order within 14 days after the meeting at which it receives the certificate of sufficiency stating that a recall election shall be held to determine whether or not Councilmember Cecilia Iglesias shall be recalled. OPTION 1: City Council calls for the special election at February 18, 2020 City Council Meeting If the City Council calls for the special election on February 18, 2020, the possible special election dates are: May 19, June 2, June 9 or June 16. OPTION 2: City Council calls for special election at March 3, 2020 City Council Meeting If the City Council calls for the special election on March 3, 2020, the possible special election dates are: June 2, June 9, June 16, June 23 or June 30. STRATEGIC PLAN Approval of this agreement allows us to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1, (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 65B-2 Certificate of Sufficiency and Recall Election February 18, 2020 Page 3 of 3 FISCAL IMPACT The cost for the County to verify 10,870 signatures is estimated to be $60,000, which has already been incurred. The cost of a special election is estimated to be $650,000, which will be incurred by June 30, 2020. An additional FY19-20 appropriation of $710,000 to cover both costs will be necessary. Staff recommends an appropriation from the General Fund balance to the Clerk of the Council, Contractual Services account no. 01107031 62300. Daisy Gomez Clerk of the Council APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Resolution Accepting Certificate of Signature Verification and Certificate of Sufficiency 2. Resolution to Call a Special Municipal Election 3. Resolution to Adopt Candidate Statement Regulations 4. Election Calendars L• Exhibit 1 RESOLUTION NO. 2020-OXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING THE CERTIFICATE AS TO VERIFICATION OF SIGNATURES ON PETITION AND CERTIFICATE OF SUFFICIENCY FOR PETITION TO RECALL COUNCILMEMBER CECILIA IGLESIAS WHEREAS, on June 26, 2019, the City Clerk received a copy of Notice of Intention to Circulate Recall Petition for Cecilia Iglesias, Councilmember; and WHEREAS, on August 15, 2019, the Petition for Recall form was determined to meet the statutory requirements and, therefore, was approved for signature gathering; and WHEREAS, pursuant Elections Code Section 11221(a)(5), the number of signatures required on the petition to qualify and trigger a recall election must be equal in number to not less than the following percent of registered voters in the electoral district: ten percent (10%) if the registration is 100,000 or above; and WHEREAS, according the current Secretary of State report (dated February 10, 2019) at the time the Notice of Intention was filed, Santa Ana had 108,646 registered voters, and therefore, the number of verified signatures required was 10,865 for the petition; and WHEREAS, on December 18, 2019, the proponents of a recall election filed the petition with the Clerk of Council's Office in accordance with Elections Code Section 11220 and prior to the established deadline of January 22, 2019; and WHEREAS, after completing a prima facie review of signatures, the Clerk of Council determined that the petition did, in fact, contain the minimum number of signatures, and, thereafter, provided the petitions to the County of Orange Registrar of Voters for examination and verification of signatures; and WHEREAS, on February 3, 2020, the County of Orange Registrar of Voters provided a certificate as to verification of signatures on petition for the petition to recall Council Member Cecilia Iglesias, indicating the following, and attached as Exhibit A; and WHEREAS, based upon the certificate as to verification of signatures from the County of Orange Registrar of Voters, the Clerk of Council issued a certificate of sufficiency for the petition to recall Council Member Cecilia Iglesias attached as Exhibit B. #26723v1 Resolution No. 2020-XXX Page 1 of 3 L• BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows that the City Council hereby accepts the certificate as to verification of signatures on petition from the Orange County Registrar of Voters on the petition to recall Cecilia Iglesias, Councilmember and also accepts the Clerk of Council's certificate of sufficiency. Section 2. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 18th day of February, 2020. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney o By: �O.S�lJL9✓ k. 1y. Laura A. Rossini Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers #26723v1 Resolution No. 2020-XXX Page 2 of 3 Miguel A. Pulido Mayor L• CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on February 18, 2020. Date #26723v1 Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 EXHIBITA ORANGE COUNTY REGISTRAR OF VOTERS' CERTIFICATE AS TO VERIFICATION OF SIGNATURES ON PETITION 65B-7 CERTIFICATE AS TO VERIFICATION OF SIGNATURES ON PETITION State of California) )ss. County of Orange) I, Neal Kelley, Registrar of Voters of the County of Orange, do hereby certify that I am the county officer having charge of the registration of voters in the County of Orange, and I have examined, or caused to be examined, the petition submitted to the City of Santa Ana entitled "Petition to Recall Council Member Cecilia Iglesias". I further certify that from said examination I have determined the following facts regarding this document: Number of signatures filed: 16,415 Number of signatures required: 10,865 Number of signatures verified: 15,682 Number of signatures found valid: 10,870 Number of signatures found invalid: 4,812 Invalid because of Duplicate: 141 WITNESS my hand and Official Seal this 3rd day of February, 2020. NEAL KE Registrar Orange C L. w EXHIBIT B CLERK OF COUNCIL'S CERTIFICATE OF SUFFICIENCY L• CERTIFICATE OF SUFFICIENCY OF RECALL PETITION I, Daisy Gomez, Clerk of the Council for the City of Santa Ana, County of Orange, State of California, do hereby certify: That proponents filed with my office on December 18, 2019 a petition to recall Cecilia Iglesias holding the office of Councilmember, Ward 6 in the City of Santa Ana, California. The petition was delivered to the Orange County Registrar of Voters on December 20, 2019 to verify the signatures. That said petition consisted of 4,131 sections, and that each section contains signatures purporting to be 16,414 signatures of qualified electors of the City of Santa Ana, California. The petition is considered sufficient to qualify if signed by at least 10% of the 108,646 registered voters in the City of Santa Ana. That attached to said petition at the time it was filed, was an affidavit purporting to be the affidavit of the person who solicited the signatures, and containing the dates between which the purported qualified electors signed this petition. That the affiant stated his or her own qualification, that he or she had solicited the signatures upon that Section, that all of the signatures were made in his or her presence, and that to the best of his or her own information and belief, each signature to that section was the genuine signature of the person whose name it purports to be. That the Registrar of Voters of the County of Orange has certified the results attached hereto as Exhibit A and incorporated by reference the signature verification of the following facts regarding this petition: Recall sought Cecilia Iglesias as the named officer. Holding the Office of Councilmember, Ward 6. Total number of signatures required by law: 10,865 Total number of signatures on the petition: 16,415 Total number of valid signatures on the petition: 10,870 Number of signatures which were disqualified: 4,812 Based on this examination and in accordance with Elections Code Sections 11222, 11224, 11227 the recall petition is hereby acknowledged as sufficient to be submitted to the voters as a special election not less than 88, nor more than 125, days after the issuance of the order. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Santa Ana this 12'h day of February, 2020. Daisy Gomez Clerk of the Council City of Santa Ana 65B-10 Exibit 2 RESOLUTION NO. 2020-OXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, CALLING AND GIVING NOTICE OF THE HOLDING OF A SPECIAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, , FOR SUBMISSION OF THE QUESTION OF THE RECALL OF CITY COUNCILMEMBER CECILIA IGLESIAS AND THE ELECTION OF A CANDIDATE TO FILL THE VACANCY IF THE RECALL PREVAILS WHEREAS, A petition for the recall of City Councilmember Cecilia Iglesias was circulated for signatures and submitted to the Clerk of Council for the City of Santa Ana on December 18, 2019; WHEREAS, on February 3, 2020, the Orange County Registrar of Voters issued a certificate as to verification of signatures on petition for the petition to recall Council Member Cecilia Iglesias finding that sufficient signatures had been verified to qualify the petition for the ballot; WHEREAS, based upon the Registrar of Voters certificate as to verification of signatures, the Clerk of Council for the City of Santa Ana issued a certificate of sufficiency for the petition. WHEREAS, the results of the Orange County Registrar of Voters' certificate as to verification of signatures along with the certificate of sufficiency were presented to the Santa Ana City Council on February 18, 2020; WHEREAS, Elections Code Section 11240 requires that the Santa Ana City Council issue an order stating that an election shall be held to determine whether or not the officer named in the petition shall be recalled within fourteen (14) days after the meeting at which it received the certificate of sufficiency; and WHEREAS, the election shall be held not less than 88, nor more than 125 days after the issuance of the order pursuant to Elections Code Section 11242. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana, as follows: SECTION 1: The City Council of the City of Santa Ana herby finds, determines and declares as follows that pursuant to the requirements of the laws of the State of California, that there is called and ordered to be held in the City of Santa Ana California, on Tuesday, , 2020 a Special Municipal Election for the purpose of submitting the question of the recall of City Councilmember Cecilia Iglesias and the election of a candidate to fill the vacancy in Ward Six (6) if the recall #26725v2 Resolution No. 2020-XXX Page 1 of 65B-11 prevails. SECTION 2: On the ballots to be used at the Special Municipal Election, in addition to any other matters required by law, there shall be printed substantially the following ballot question: Shall Cecilia Iglesias be recalled YES (removed) from the office of Councilmember for Ward 6? NO For Councilmember Ward 6 To succeed Cecilia Iglesias if she is recalled. Term ending December, 2022. Vote for ONE (To be followed by the list of candidates qualifying for the office of Councilmember for Ward 6 and appropriately identified write-in space) SECTION 3: The ballots to be used at the election shall be in a form and content as required by law. SECTION 4: The polls for the election shall be open pursuant to Elections Code Section 10242, except as provided in Section 14401 of the Elections Code of the State of California. SECTION 5: In all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections. SECTION 6: Notice of the time and place of holding the election is given and the Clerk of Council is authorized, instructed to give further or additional notice of the election, in time, form and manner as required by law. SECTION 7: That pursuant to the requirements of Section 10002 of the Elections Code, the Board of Supervisors of the County of Orange is hereby requested to consent and agree to permit the Orange County Registrar of Voters to render specific services to the City relating to the conduct of the Special Municipal Election. The Board of Supervisors of the County of Orange is hereby authorized to canvass the returns of said special municipal election pursuant to Section 10411 of the Elections Code. #26725v2 Resolution No. 2020-XXX Page 2 of 4 65B-12 SECTION 8: Furthermore, pursuant to Elections Code Section 10002, the City of Santa Ana recognizes that additional costs will be incurred by the County due to providing election services and canvassing returns for this special municipal election and agrees to reimburse the County of Orange for any such costs. SECTION 9: That the Clerk of Council is authorized, instructed and directed to coordinate with the County of Orange Registrar of Voters to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election. SECTION 10: The City Council directs the Clerk of Council to file a certified copy of this Resolution with the Orange County Registrar of Voters and the Orange County Board of Supervisors. SECTION 11: This Resolution shall take effect immediately upon its adopting by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 18th day of February, 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney {{�� By: Soxo Ov A, k lV�1Ll�tfu Laura A. Rossini Senior Assistant City Attorney AYES Councilmembers NOES: Councilmembers #26725v2 Resolution No. 2020-XXX Page 3 of 4 65B-13 ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on February 18, 2020. Date #26725v2 Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 4 of 4 65B-14 0111.7ttc3 RESOLUTION NO. 2020-OXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING A REGULATION FOR CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATE STATEMENTS SUBMITTED TO THE VOTERS AT A SPECIAL ELECTION TUESDAY ,2020 AND ESTABLISHING A SYSTEM FOR CANDIDATES WHOSE STATEMENTS ARE SUBMITTED TO THE ELECTORATE IN THE SPECIAL MUNICIPAL ELECTION ON 2020 TO PAY THE PRO RATA SHARE OF THE COST OF INCLUSION OF THEIR STATEMENT IN VOTER PAMPHLETS AND/OR ELECTRONIC COPY WHEREAS, Section 13307 of the Elections Code of the State of California provides that the governing body of any local agency adopt regulations pertaining to materials prepared by any candidate for a special municipal election, including costs of the candidate statement. WHEREAS, Section 13307(d) of the Elections Code of the State of California authorizes the governing body of any local agency to require each candidate filing a candidate's statement to pay in advance to the local agency his or her estimated pro rata share as a condition of having his or her statement included in the voter's pamphlet or electronically distributed. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: That pursuant to Section 13307 of the Elections Code of the State of California, each candidate for elective office to be voted for at a special election to be held in the City of Santa Ana on , 2020 may prepare a candidate statement on an appropriate form provided by the Clerk of Council and in compliance with the requirements of the Elections Code for the State of California. Section 2. Foreign Language Policy. Pursuant to the Federal Voting Rights Act, candidate statements will be translated into all languages required by the County of Orange. #26721v1 Resolution No. 2020-XXX Page 1 of 3 65B-15 Section 3. Payment. A. The Orange County Registrar of Voters Office has estimated the total cost of translating, posting an electronic copy on the Registrar of Voters website, printing, handling, and/or mailing the candidates' statements and has determined the approximate cost of the pro rata share of each candidate filing a statement, based upon such estimate, as follows: Print in voter's pamphlet and electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $1,400.29 • 400 Words $2,601.10 Electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $324.48 • 400 Words $449.48 B. Payment in advance by each such candidate of his or her prorated share of the candidate statement costs shall be a condition of having his or her statement included in the voter's pamphlet, and/or electronic posting. Section 4. Notice of Requirement to Pay Candidate Statement Costs; Obligation to Pay Actual Costs. A. Prior to the period in which candidates' statements may be filed, the Clerk of the Council shall prepare a written notice distributed to all candidates at the time of issuance of the nomination papers, informing them that payment of the pro rata share amount must be made at the same time as the candidate's nomination papers are filed, as prescribed by the California Elections Code. B. The Clerk of the Council's receipt for the payment shall include a written notice that the estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the Clerk of the Council shall not be bound by the estimate and shall, as applicable, on a pro rata basis, bill the candidate for the additional necessary to cover the actual expense or refund any excess monies paid by the candidate, depending on the final actual cost. In the event of underpayment, the Clerk of the Council shall require the candidate to pay the balance of the cost incurred. In the event of overpayment, the Clerk of the Council shall prorate the excess amount among the candidates and refund the excess amount paid. Section 5. The Clerk of the Council shall provide each candidate or the candidate's representative a copy of this Resolution at the time when nominating petitions are issued by the Clerk. #26721v1 Resolution No. 2020-XXX Page 2 of 3 65B-16 Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 18th day of February, 2020. Miguel Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By SCV n A _ Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATION OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on February 18, 2020. Date: #26721v1 Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 65B-17 Exhibit 4 Possible Election Dates if called February 18th Election Day May 19th May 26th June 2"d June 9th June 16th Nomination HOLIDAY on Period Opens February 19th Monday, February 19th February 19th February 19th May 25th Nomination 15 days 29 days 36 days 43 days Period Duration Nomination March 5 March 19 March 26 April 2 Period Closes Campaign 90 days 104 days 111 days 118 days Period Results Due July 1 July 14 July 21 July 28 Receive July 7 July 21 August 18 August 18 Results & Swearing -In of New Officer Possible Election Dates if called March 3'd Election Day June 2na June 9111 June 16111 June 23ra June Nomination Period March 4th March 4th March 4th March 4th March 4th Opens Nomination 15 days 22 days 29 days 36 days 43 days Period Duration Nomination March 19 March 26 April 2 April 9 April 16 Period Closes Campaign 90 days 97 days 104 days 111 days 118 days Period Results Due July 14 July 21 July 28 August 4 August 11 Receive July 21 July 28 August 4 August 18 August 18 Results & Swearing - In of New Officers REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: DESIGNATE A VOTING DELEGATE FOR THE SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS REGIONAL CONFERENCE AND GENERAL ASSEMBLY MEETING CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Designate a voting delegate for the 55th Southern California Association of Government's (SCAG) Regional Conference and General Assembly scheduled for May 6-8, 2020. BACKGROUND Each year, the Santa Ana City Council and the County of Orange Board of Supervisors appoint a Delegate and Alternate Representative to the Southern California Association of Governments (SCAG) General Assembly, which is the nation's largest metropolitan planning organization (MPO). It represents six counties, 191 cities, and more than 19 million residents. SCAG undertakes a variety of planning and policy initiatives. The Regional Conference and Assembly will include a diverse program of expert panels, keynote presentations and technical demonstrations that will share insights on how local governments and civic partners can collaborate to make the most of new technologies to enhance mobility, economic opportunity and quality of life. Councilmember Phil Bacerra expressed an interest in serving as a voting delegate for SCAG. The voting delegate or alternate will consider all proposed Resolutions and/or Bylaw revisions on behalf of the City of Santa Ana. The City delegate will receive a complimentary two -night hotel accommodation at the JW Marriot Resort & Spa for Wednesday, May 6 and Thursday, May 7, 2020. An invitation was sent to the entire City Council as the conference registration is free for all elected officials and city managers in the region. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement 65C-1 Designate a Voting Delegate for SCAG February 18, 2020 Page 2 initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. Daisy Gomez, MMC Clerk of the Council 65C-2 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE: PUBLIC HEARING - APPROVE A JOINT POWERS AGREEMENT WITH THE COUNTY OF ORANGE; APPROVE AN OPTION AGREEMENT AND SIXTY-FIVE YEAR GROUND LEASE WITH WASHINGTON SANTA ANA HOUSING PARTNERS, L.P. FOR THE DEVELOPMENT OF THE CROSSROADS AT WASHINGTON PROJECT LOCATED AT 1126 AND 1146 E WASHINGTON AVENUE (APNS 398-092-13 AND 398-092-14); ADOPT A RESOLUTION AUTHORIZING THE ORANGE COUNTY HOUSING AUTHORITY TO ADMINISTER PROJECT -BASED VOUCHERS IN SANTA ANA; APPROVE A REGIONAL HOUSING NEEDS ALLOCATION AGREEMENT WITH THE COUNTY OF ORANGE; APPROVE A SUBSTANTIAL AMENDMENT TO THE NEIGHBORHOOD STABILIZATION PROGRAM ANNUAL ACTION PLAN Is/Kristine Ridge CITY MANAGER EXECUTIVE DIRECTOR CLERK OF COUNCIL USE ONLY: _••e• 9, ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO RECOMMENDED ACTION HOUSING AUTHORITY 1. Authorize the Executive Director of the Housing Authority to enter into a Joint Powers Agreement with the County of Orange for the joint ownership of the adjacent properties located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398- 092-14) in order to develop the Crossroads at Washington affordable housing project, subject to approval by the County of Orange Board of Supervisors and Orange County Housing Authority, and subject to non -substantive changes approved by the Executive Director of the Housing Authority and Housing Authority General Counsel. 2. Authorize the Executive Director of the Housing Authority to execute an Option Agreement with Washington Santa Ana Housing Partners, L.P., a California limited partnership formed by The Related Companies of California LLC and A Community of Friends for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-13 and 398-092-14), subject to approval by the 80A-1 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 2 County of Orange Board of Supervisors, and subject to non -substantive changes approved by the Executive Director of the Housing Authority and Housing Authority General Counsel. 3. Authorize the Executive Director of the Housing Authority to execute a joint sixty-five (65) year Ground Lease with Washington Santa Ana Housing Partners, L.P., a California limited partnership formed by The Related Companies of California, LLC and A Community of Friends, for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-13 and 398-092- 14), subject to approval by the County of Orange Board of Supervisors, and subject to non - substantive changes approved by the Executive Director of the Housing Authority and Housing Authority General Counsel. 4. Adopt a resolution granting consent to the Orange County Housing Authority to administer project -based vouchers in the City of Santa Ana for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-13 and 398-092-14). CITY COUNCIL 1. Authorize the City Manager to execute a Memorandum of Understanding with the County of Orange regarding the County's and City's Regional Housing Needs Allocation for future Housing Element planning periods pertaining to development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-13 and 398-092-14), subject to approval by the County of Orange Board of Supervisors, and subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve a Substantial Amendment to the Neighborhood Stabilization Program Annual Action Plan in order to reallocate $963,951 in Neighborhood Stabilization Program I, II and III grant funds to the Crossroads at Washington affordable housing project and authorize its submission to the United States Department of Housing and Urban Development. EXECUTIVE SUMMARY On June 19, 2018, the City Council authorized the Community Development Agency (CDA) to release a FY 2018-2019 Request for Proposals (RFP # 18-056) to develop affordable rental and ownership project(s) in the City of Santa Ana. Following this competitive selection process, on July 2, 2019 the City Council authorized the City Manager to execute a pre -commitment letter with The Related Companies of California ("Related") and A Community of Friends ("ACOF"), collectively referred to as the "Developer", for $3,971,440 in affordable housing funds for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14) (the "Project") (Exhibit 1). At the same meeting, the City Council also authorized the Executive Director of the Housing Authority to enter into negotiations for the following: 1) a Joint Powers Agreement with the County of Orange for the County and Housing Authority -owned properties to be joined together as tenants in common; 2) a sixty-five (65) year ground -lease of the Housing Authority -owned parcel at 1126 E Washington Avenue that is adjacent to the County -owned parcel; and 3) any other required actions necessary for the adjacent properties to be merged and then leased to a California limited 80A-2 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 3 partnership formed by the Developer to develop the Project. Following those approvals, staff began working with the County of Orange and the Developer to negotiate, draft and finalize a Joint Powers Agreement, a 65-year Ground Lease, an Option Agreement, as well as a Regional Housing Needs Allocation agreement, and a resolution granting consent to the Orange County Housing Authority to administer project -based vouchers in the City of Santa Ana. In general, this action will authorize staff to enter into an agreement with the County of Orange to join the adjacent properties (Joint Powers Agreement) and then lease the joint property to a California limited partnership formed by the Developer to develop the Crossroads at Washington (Option Agreement and 65-year Ground Lease). The action also includes an agreement between the County and the City to equitably share the number of affordable housing units built in this Project to meet each agency's mutually respective RHNA requirements. It also includes required actions involving two sources of financing needed for the Project's capital stack: project -based vouchers from the Orange County Housing Authority and Neighborhood Stabilization Program funds remaining from the American Recovery and Reinvestment Act. Together, all of these actions will fulfill the commitment made by the City Council in the pre -commitment letter to develop the Project. PROJECT DESCRIPTION The Crossroads at Washington will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) of which 43 units will be set aside for permanent supportive housing, with one exempt 2-bedroom manager's unit. The large bedroom units align with the City's priorities and needs, while the permanent supportive housing units meets the County's priorities. The unit mix and rent restrictions are as follows: Bedroom Size 30% AMI PSH 30% AMI Manager's Unit Total Units Studios 16 16 One -Bedroom 26 26 Two -Bedroom 1 20 1 22 Three -Bedroom 17 17 Four -Bedroom 5 5 TOTAL 43 42 1 86 Related has partnered with ACOF as its non-profit partner for the Project to provide the services and expertise for serving the permanent supportive housing units. [Any future reference to "Developer" refers to Washington Santa Ana Housing Partners, L.P., a California limited partnership formed together by the Developer.] ACOF is one of the most experienced developers of permanent supportive housing in Los Angeles County and Southern California, with a long track record of delivering high quality supportive housing for people who were formerly homeless. ACOF has completed 50 housing developments with supportive housing for homeless individuals and families. The Crossroads at Washington will be a new transit -oriented affordable housing community on 2.286 acres located at 1126 and 1146 Washington Avenue, Santa Ana, CA 92701. The site is currently vacant, and positioned within walking distance from the Santa Ana Regional • I . Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 4 Transportation Center— a key transit hub for not only Orange County, but all of Southern California. The Project is located on two (2) contiguous undeveloped parcels, one fronting E Washington Avenue on the northern half of the site (Housing Authority -owned parcel) and one parcel directly south of the Housing Authority -owned parcel (County -owned parcel). The five original buildings located on the site were demolished in the 1990s by Caltrans during a freeway -widening project. As a vacant and undeveloped site, there is an opportunity to create a newly designed site that will truly meet the needs of the local community. The entire site is designated District Center (DC) in the City of Santa Ana's 1998 General Plan and zoned Transit Village (TV) in the Transit Zoning Code. The Project includes the development of two residential buildings, of which one building will be subdivided into two (2) residential portions, with 86 units surrounding two interior, landscaped courtyard/amenity spaces. Developed at an overall density of 37.7 units per acre, there will be 16 studios, 26 one -bedroom units, 22 two -bedroom units, 17 three -bedroom units, and 5 four -bedroom units. All units will be flat apartments located on the first, second, third, and fourth floors. Currently, the buildings have been designed to buffer courtyards, open green areas, and the pool area from highway noise and visual pollution. In addition, a proposed sound wall is being positioned along the eastern property line adjacent to the US Interstate 5 ramp. Approximately 5,800 square foot of interior community amenities and leasing offices is designed to accommodate supportive and management services. The Project also includes approximately 1,060 square feet of community service retail/commercial space. One vehicular entry point to the site is provided off E Washington Avenue. The entry point has a small driveway roundabout with deliberate urban greening features, to reduce vehicle speeds and create a welcoming and aesthetically pleasing entrance and pickup/drop-off area for pedestrians, bike riders, and motor vehicles alike. Careful consideration for the character and scale of the surrounding neighborhood and buildings were taken into account, to ensure that the Project's architecture and massing blends -in with the existing surrounding uses. The Project proposes a Mission Revival architectural style to complement adjoining neighborhoods and buildings. In particular, the design is envisioned to complement nearby buildings, similar to the Santa Ana Regional Transportation Center and the Triada at the Station District Apartments (developed by Related), which are part of Santa Ana's extensive history of prominent architecture. Overall, the layout of the buildings and common areas are designed to create several unique areas to best utilize outdoor space. Outdoor amenities include a pool, tot -lot, dog wash, and a BBQ and picnic area. The proposed Site Plan includes approximately 120 surface parking spaces, of which 38 spaces would be tandem spaces, which will be assigned to the three -bedroom and four -bedroom apartments, along with some two -bedroom apartments. Residents will not be charged for parking. As a transit -oriented development, the Project is at the start of the OC Streetcar and directly across the street from the Santa Ana Regional Transportation Center. A total of 120 parking spaces will be sufficient for this type of transit -oriented development. Joint Powers Agreement The Joint Powers Agreement is between the County of Orange ("County") and the Housing Authority ("Agency") (Exhibit 2). In its simplest form, the Joint Powers Agreement allows the Agency and the County to develop their adjacent properties under joint ownership. Consolidating Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 5 ownership of the site retains the integrity of the site plan and does not require a redesign or complicate the development, permitting or lending processes. The Joint Powers Agreement authorizes each landowner (the Agency and the County) to execute a "grant deed" (Quitclaim) to merge the ownership of the parcels into one joint ownership held by the Agency and County together. The Agreement also conveys an interest in the respective parcels into a jointly held "tenants in common" ownership structure, with title for the joint property to be held as Tenants in Common (TIC). This TIC structure is comprised of an ownership arrangement in which the two jurisdictions jointly own a single parcel formed from APN Nos. 398-092-13 and 398-092-14, and title will be held individually to the extent of each party's proportional interest in the combined two parcels. This TIC ownership structure will simplify the joint 65-year Ground Lease to develop a jointly held property. The percentage ownership for each landowner is based on the percentage of the current acreage between the two parcels. Specifically, the Agency's parcel is 1.456 acres and therefore the Agency will retain a 63.69% undivided interest. The County's parcel is .83 acres and therefore the County will retain a 36.31 % undivided interest. One 65-year Ground Lease agreement with both landowners can then be entered into with the Developer for the development of the Crossroads at Washington. The following is a list of key items agreed upon in the Joint Powers Agreement: • Term: the Agreement shall continue in full force and effect until the latter occurrence of the following events: the termination of the Ground Lease, either through expiration of the Ground Lease term or rescission of the Lease by the Parties (e.g., termination of Lease due to default); or Mutual agreement in writing by both the County and Agency. • Upon satisfaction of the terms and conditions set forth in the Option Agreement, the County shall quitclaim the County -owned Property to both the County and the Agency to hold the County -owned Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.69% undivided interest in the joint property. The Agency shall also quitclaim the Agency -owned Property to both the Agency and the County to hold the Agency -owned Property as tenants -in -common with the same ownership interests above (63.69% and 36.31 %). • The Agency shall serve as the lead agency for all planning -related administration of the merger and formation of the joint property. • Once the joint property is formed, both the County and the Agency waive the right to partition until the Ground Lease with the Developer terminates. • The Agency and County shall execute a 65-year Ground Lease with the Developer for the purposes of completing the Crossroads at Washington. • The Agency and County agree to cooperate in good faith to submit for approval to the Southern California Association of Governments ("SCAG"), and to thereafter implement, a regional housing needs assessment allocation share transfer to reduce the County's RHNA share for housing built within the City's boundaries. • Upon termination of the Joint Powers Agreement, the County -owned Property shall be conveyed back to the County as the sole owner of the County -owned Property and the Agency -owned Property shall be conveyed back to the Agency as the sole owner of the Agency -owned Property. The combined parcel will also be subdivided again back to the Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 6 original acreage and proportional interests with the County owning 36.3% undivided interest and the Agency owning 63.69% undivided interest. The approval of both the Agency and County shall be required for decisions regarding management and disposition of the joint property. The Joint Powers Agreement has been signed by the County to acknowledge their acceptance of the terms. The Agreement is not considered final until the Agency and County Board of Supervisors have reviewed and approved the Agreement and the Agreement is executed by all parties. The approval of the Option Agreement and 65-year Ground Lease is contingent on approval of the Joint Powers Agreement. Option Agreement The Option Agreement is between the County of Orange ("County") and the Housing Authority ("Agency") together as the "Optionor" and Washington Santa Ana Housing Partners, L.P. as the "Optionee" (Exhibit 3). In its simplest form, the Option Agreement allows the Agency and the County to enter into the 65-year Ground Lease with the Developer after they meet several conditions listed in the Option Agreement. The purpose of the Option Agreement is to protect the County and City from entering into a 65-year Ground Lease with a developer who is not ready and able to develop the Project. It requires the Developer to meet specific terms and conditions before their "Option" to enter into the Ground Lease can be exercised. The following is a list of key items agreed upon in the Option Agreement: • Term: thirty-six (36) calendar months commencing on February 25, 2020. • If at any point during the Term the Optionee has failed to act diligently and in good faith to obtain funding or to plan and permit the Project, the Optionor may terminate the Option Agreement with fifteen (15) days written notice to Optionee. • The price of the Option is $36, which shall be paid to Optionor prior to the effective date. • The Option may not be exercised until the following terms and conditions shall have been met: o The Optionee shall submit preliminary plans for the development and use of the site for the Project for Optionor's approval including a detailed site plan, cost estimate and construction schedule. o The California Environmental Quality Act has been fully satisfied. o The Project is entitled by the City of Santa Ana. o The Optionee shall submit construction contract documents and cost estimates for development of the site including complete architectural, landscape and engineering working drawings; outline unit specifications; construction contract; and construction schedule. o The Optionee has received their grading permit from the City. o The Optionee shall submit satisfactory evidence of Optionee's ability to finance the cost of the development, assurances of construction completion, and evidence of insurance coverage. • Optionee has the right to enter the premises to meet the conditions in the Agreement and is indemnified from liability. • At any time during the Term that Optionee shall have performed all conditions as set forth in the Option Agreement, Optionee may exercise the Option by giving Optionor written 80A-6 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 7 notice of election to do so, accompanied by properly executed copies of the Lease in triplicate. • Failure of Optionee to fully and satisfactorily meet the terms and conditions of the Option Agreement within the time limits stated shall terminate Optionee's rights. • Upon execution of this Option Agreement, the Optionee shall execute, acknowledge, and deliver to Old Republic Title Company (the "Escrow Holder") a quitclaim deed, quitclaiming all right to title and interest created by the Option Agreement back to the Optionor ("Quitclaim Deed"). The Quitclaim Deed shall be retained by the Escrow Holder for the duration of the Option Agreement and Optionor shall be entitled to instruct the Escrow Holder to record the Quitclaim Deed provided however, that Optionor shall first deliver to Optionee at least five (5) days' prior to written notice of its intention to authorize Escrow Holder to record the Quitclaim Deed. The Option Agreement has been signed by the Developer to acknowledge their acceptance of the terms. The Agreement is not considered final until the Agency and County Board of Supervisors have reviewed and approved the Agreement and the Agreement is executed by all parties. The approval of the Option Agreement is contingent on approval of the Joint Powers Agreement. Sixty -Five (65) Year Ground Lease The sixty-five (65) year Ground Lease is between the County of Orange ("County") and the Housing Authority ("Agency") together as the "Lessor" and the Developer as the "Tenant" (Exhibit 4). In its simplest form, the Ground Lease binds the Agency and the County into a 65-year Ground Lease with the Developer to develop the Crossroads at Washington on the jointly owned parcel at 1126 and 1146 E. Washington Ave. The purpose of the Ground Lease is to ground lease the jointly owned parcel by the County and Agency to the Developer for no more than 65 years from the date they receive their Certificate of Occupancy. At that point, the base rent described in the Agreement shall become due and payable. The following is a list of key items agreed upon in the 65-year Ground Lease: • Term: sixty-five (65) years, commencing on the Effective Date of the lease, and shall expire at 12:00 midnight Pacific Standard Time on the 62nd anniversary of the Commencement Date. The Effective Date is the date when the Tenant takes possession of the property and starts construction. No more than three years from that date, the Commencement Date is the date when the Tenant receives their Certificate of Occupancy. • Tenant accepts the parcel "as -is". • Tenant shall pay to the County and Agency a base rent in the form of residual receipts in the Project's cash flow waterfall. The County will receive 33.4% of the available residual receipts and the Agency will receive 33.3% (the .01 % difference is due to the larger subsidy provided by the County for the entire Project). The total base rent payable to the Agency is calculated per the proportional value allocation below. The base rent will accumulate 3% simple interest beginning on the Effective Date of the Lease: 80A-7 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 8 Address APN Size (Acres) Size (SF) Land Percentage Value Allocation Agency Owned Site 398-092-14 1.456 63,423 63.69% $4,108,136 County Owned Site 398-092-13 0.83 36,155 36.31% $2,341,864 Total 2.286 99,578 100.00% $6,450,000 • Net refinancing proceeds shall be used to pay any unpaid base rent, net of regular and reasonable costs and other loans on the Project. • Triple net rent is required with all costs and expenses of every kind and nature payable by the tenant. • Tenant shall pay directly to the taxing authorities all taxes required and utility costs. • Tenant shall construct and during the entire Term operate, maintain, replace and repair the improvements upon the property for only the following required uses: o multifamily affordable housing, and appurtenant improvements, including, without limitation, parking; o permanent supportive housing units and related services; and o related commercial and community -serving uses, as approved by the Lessor. • The County, Agency and their authorized representatives may enter the premises upon two (2) business days' prior written notice to Tenant in order to determine whether Tenant is complying with Tenant's obligations or to enforce any rights given to County or Agency under the Lease. • No work for development of the improvements on the site shall be commenced, and no building or other materials shall be delivered to the premises, until the conditions in the Option Agreement have been met. • On a monthly basis, the Tenant shall maintain a reserve fund to pay for the costs of major replacements, renovations or significant upgrades of or to the Project. The Tenant shall contribute to a Capital Improvement Fund one percent (1%) of the total rent collected by Tenant from sub -tenants from the previous month. The Capital Improvemetn Fund can be satisfied by capital improvement reserves (or replacement reserves) required by Tenant's Leasehold Mortgagees or Limited Partner. • Throughout the Term of the Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the premises and any and all Improvements now or hereafter constructed and installed on the premises in good order, condition and repair. • In the event the whole or any part of the improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to the Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage. • Tenant will purchase all required insurance at Tenant's expense and provide active certificates of insurance, including all endorsements required by both the County and Agency. • Other terms and conditions binding the Tenant in regards to Condemnation, Subletting, Default and Remedies under the lease, Holding Over the lease term ($25,000 or $50,000 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 9 per month charge depending on unit income restrictions), Leasehold Mortgages, and Best Management Practices. The 65-Year Ground Lease has been signed by the Developer to acknowledge their acceptance of the terms. The Lease is not considered final until the Agency and County Board of Supervisors have reviewed and approved the Agreement, the Optionee exercises their option to enter into the Lease under the Option Agreement, and the Ground Lease is executed by all parties. The approval of the 65-year Ground Lease is contingent on approval of the Option Agreement and the Joint Powers Agreement. Resolution Granting Consent for Project -Based Vouchers The Orange County Housing Authority ("OCHA") is recommending an award of forty-three (43) project -based vouchers the Developer for the development of the Crossroads at Washington. However, in order for OCHA to administer project -based vouchers in the City of Santa Ana, they must receive approval from our jurisdiction in the form of a resolution (Exhibit 5). This is because the OCHA serves the entire County as their jurisdiction and our Housing Authority only serves the City of Santa Ana as our jurisdiction. Therefore, the resolution grants consent to the OCHA to administer project -based vouchers in our jurisdiction for the development of the Project. Regional Housing Needs Allocation Agreement The Regional Housing Needs Allocation Agreement is between the County of Orange ("County") and the City (Exhibit 6). In its simplest form, the Agreement gives the County credit for the 43 extremely low-income affordable housing units that they will be financing on their County -owned parcel. The Agreement is in the form of a Memorandum of Understanding (MOU) regarding the County's and City's Regional Housing Needs Allocation for future Housing Element planning periods. The MOU allows for the transfer to the City of Santa Ana of some share of the County's RHNA allocation obligation for the sixth housing element planning period from 2021-2029. The following is a list of key items agreed upon in the MOU: • The Orange County Board of Supervisors approved a loan for the Crossroads at Washington in the amount of $2,280,701 on February 25, 2020, toward the completion of 43 units within the Project. The Orange County Board of Supervisors, acting as the Board of Commissioners to the Orange County Housing Authority, also approved the use of 43 Project -Based Housing Choice Vouchers on February 25, 2020, toward the completion of 43 units within the Project. • Under the Housing Element Law, the City and County must revise the Housing Element of its general plan utilizing the latest RHNA allocation adopted by SCAG. The next required revision to the Housing Elements for the City and County is designated as the sixth required revision by Government Code Section 65588, and is identified by SCAG as the 2021-2029 Housing Element Planning Period. • The City intends to issue, upon application, residential building permits for construction of affordable housing on 1126 and 1146 E. Washington Ave. during the 2021-29 Planning Period, while the housing remains in the City's jurisdiction, in order to satisfy the City's RHNA allocation obligation for the 2021-29 Planning Period. o This will give the City eighty-five (85) extremely low-income housing units to meet the City's RHNA allocation obligation. . 11 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 10 • Starting with the 2021-29 Planning Period (or as that planning period may be adjusted by SCAG, the Department of Housing and Community Development, or statute), upon SCAG's adoption of a final RHNA, the County and City shall jointly apply to SCAG to reduce the County's RHNA allocation of very -low income units by 20 units and to increase the City's RHNA share of very -low income units by 20 units of the County's original RHNA allocation, as provided for and in conformance with the requirements of Government Code section 65584.07. o This will reduce the County's RHNA allocation obligation by twenty (20) very low- income housing units. • Accordingly, upon SCAG's approval, the City's share of its RHNA allocation of very -low income units will increase by 20 units of the County's original allocation and the County's RHNA allocation of very -low income units shall decrease by 20 units of the County's original allocation, as allowed under Government Code section 65584.07. o This will reduce the City's eighty-five (85) extremely low-income housing units that we would have received toward the City's RHNA allocation obligation by twenty (20) units. The City would be left with a net of sixty-five (65) extremely low-income housing units used to meet the City's RHNA allocation obligation. • In addition, the County and City shall also jointly apply to SCAG to reduce the County's RHNA allocation of moderate -income units by 22 units and to increase the City's RHNA share of moderate -income units by 22 units of the County's original RHNA allocation, as provided for and in conformance with the requirements of Government Code section 65584.07. This is proportional adjustment is necessary to conform with the requirements of Government Code section 65584.07; specifically, the County must reduce their moderate income unit obligation proportional to their very -low income unit reduction. o This will reduce the County's RHNA allocation obligation by twenty-two (22) moderate -income housing units. • Upon SCAG's approval, the City's share of its RHNA allocation of moderate -income units will increase by 22 units of the County's original allocation and the County's RHNA allocation of moderate -income units shall decrease by 22 units of the County's original allocation, as allowed under Government Code section 65584.07. o This will increase the City's RHNA allocation obligation for moderate -income units by twenty-two (22) units. The City will still have a net of 65 extremely low-income housing units that were used to meet the City's RHNA allocation obligation as mentioned above, but the City's moderate -income unit obligation will increase by twenty-two (22) units. Although this appears to be an unusual arrangement on its face, it is important to remember that the County and the City are working together to develop a joint parcel for the two adjacent land parcels owned by each governmental entity. Each governmental entity on its own would not be able to build the total number of extremely low-income units that will be built on the combined site by Related. Therefore, working together the County and the City are able to build more units on the combined site and reduce the proportionate share of affordable housing units in their respective RHNA allocation obligations. Foorlymul Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 11 Substantial Amendment to the Neighborhood Stabilization Program Action Plan The City first applied for Neighborhood Stabilization Program ("NSP") funds during the Great Recession following the approval of the American Recovery and Reinvestment Act by Congress. With funds remaining from that program, on July 2, 2019 City Council authorized the City Manager to execute a pre -commitment letter with Related and ACOF for $3,971,440 in affordable housing funds for the development of the Crossroads at Washington consisting of $963,951 in NSP funds and $3,007,489 in HOME Investment Partnerships Program funds. In order for the City to commit and draw down the $963,951 in NSP funds, the United States Department of Housing and Urban Development ("HUD") requires an amendment to the NSP Annual Action Plan that was most recently amended by City Council in 2013. The proposed Substantial Amendment applies to NSP I, II and III and will reallocate funds to a new activity for all three grant sources (Exhibit 7). Specifically, the City is proposing to: 1) add the Crossroads at Washington affordable housing project as a new NSP Activity; and 2) reallocate $963,951 in NSP I, II and III funds to the Crossroads at Washington. The proposed use of NSP I, II and III funds will allow the City to increase the housing stock and provide suitable housing for low and moderate -income residents. In particular, the funds will be used to complete the development of the Crossroads at Washington affordable housing project. Due to the Project's development costs, the Project requires funding from the NSP Program that was committed by City Council on July 2. The reallocation and obligation of NSP I, II, and III dollars to this Project will allow the developer to secure their remaining financing, including Low -Income Housing Tax Credits, needed to complete the Project. Next Steps The Developer is planning to submit a 9% Low -Income Housing Tax Credit application on March 9, 2020 for the development of the Project. Staff are projecting that the Project will be the most competitive in Orange County. This funding is critical for the Project financing and is a key part of the Project's path forward. If the Recommended Actions are not approved, the Developer will not be able to move forward with their application and the Project will not be able to proceed as planned. After the Developer has secured all of their remaining financing, staff will return to City Council to request approval of the two sets of loan documents (Loan Agreement, Promissory Note, Affordability Restictions and Deed of Trust) for the City's investment of $963,951 in NSP funds and $3,007,489 in HOME Investment Partnerships Program funds. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy C (provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Based on the current financing and Project assumptions provided by the Developer (e.g. rents, operating expenses, hard debt, vacancies, etc.), the expected amount of the repayment of the 80A-11 Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 12 $4,108,136 Agency's Land Loan repayable through residual receipts over the 65-year Ground Lease period is $10,886,560 including principal and interest accruing at 3%. Pursuant to the Ground Lease Section 3.1.2, the Agency Land Loan must be paid back after payment on the two loans from the City (NSP and HOME). Under the current assumptions, payment on the Agency's Land Loan will start in Year 45 after the City's two loans are paid back in full. Note that these projections are subject to change based on actual rents, operating expenses, hard debt, vacancies, etc. Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Pre -Commitment Letter with Related and ACOF 2. Joint Powers Agreement 3. Option Agreement 4. 65-Year Ground Lease 5. Resolution Granting Consent for Project -Based Vouchers 6. Regional Housing Needs Allocation Agreement 7. Substantial Amendment to the NSP Annual Action Plan 80A-12 Ni"URANCE ti0T RE IUIREO WORK I14JAY PROCEED CLERR OF CGUPoC,IL MAYOR •�'Tr• JUL 2 2 Z�IDqn Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Cecilia Iglesias David Penaloza Vicente Sarmiento Jose Soloric July 2, 2019 *7:111011I S CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY 20 Civic Center Plaza M-25 . P.O. Box 1988 Santa Ana, California 92702 (714)647-5360 w .santa-ana.orc Liane Takano Southern California Director The Related Companies of California 18201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Dora Leong Gallo Chief Executive Officer A Community of Friends 3701 Wilshire Blvd., Suite 700 Los Angeles, CA 90010 A-2019-109 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Re: Crossroads at Washington 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 Pre -Commitment Letter for: NSP Loan, HOME Loan, and Lease Agreement Dear Ms. Takano and Ms. Gallo, The Related Companies of California and A Community of Friends (collectively referred to as the "Developer") requested financial assistance in connection with the proposed development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely -low income households, to be located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14) ("Project'). The site consists of two adjacent parcels. The Housing Authority of the City of Santa Ana ("Housing Authority") owns one parcel at 1126 E. Washington Ave. (APN 398-092-14) totaling approximately 1.43 acres of land area ("Housing Authority Parcel'). The County of Orange ("County") owns an adjacent parcel (APN 398-092-13) totaling approximately .85 acres of land area ("County Parcel'). The Housing Authority and County will work together to merge their respective parcels with joint ownership for purposes of master leasing the parcels to the Developer to construct the Project over a single parcel ("Property"). SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Villages Vicente Sarmiento a PS al�za� Jose Solaro Vacant Cecilia Iglesias Mayor Mayor Pro Tem. Ward 5 Ward 1 ar n4 yj� Ward 3 Ward A Ward 6 m@oulidosanfa-an.oro aIvilleoanY s0saa-anaero vsarma ienloQaaola-ana m sanl a r IsolonoAsanta-ana.oro aglesias@santa-anaara Page 12 The City of Santa Ana ("City") and the Housing Authority have reviewed the Developer's request for assistance, and at the City Council/Housing Authority meeting on July 2, 2019, the City Council and Housing Authority Board authorized and approved issuance of this pre - commitment letter evidencing the preliminary award of (collectively, the "City Assistance'): - A loan in the maximum amount of $963,951.00 from the Neighborhood Stabilization Program ("NSP") held by the City for the Project ("NSP Loan'); A loan in the maximum amount of $3,007,489.00 from the HOME Investment Partnerships Program ("HOME") held by the City for the Project ("HOME Loan"); and, A 62-year ground lease for the Housing Authority portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398- 092-13 and 398-092-14); to be used for development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely -low income households ("Ground Lease'). This letter shall evidence the City's pre -commitment of the City Assistance to the Developer for the Project subject to the conditions described below. NSP and HOME Loans: The amount of the proposed NSP and HOME Loans has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended. The NSP and HOME Loans shall include the following terms: • The NSP Loan shall be for a maximum principal amount of $963,951.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from NSP funds. • The HOME Loan shall be for a maximum principal amount of $3,007,489.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from HOME funds. • 3% simple interest per annum. • Repayment from 33.3% of Residual Receipts (pro-rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses including social services expenses and monitoring fees, debt service, any deferred developer fee, and partnership fees to be described in the • l . iN:N:11:1ifi Page. 13 Agreement), with 33.4% to the County, and the remaining 33.3% to be disbursed to the Developer. Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy or earlier upon sale, refinancing or default. On that date, the City and Housing Authority agree to review the performance of the Property and consider in good faith any reasonable request by Developer to modify the terns or extend the term of the City Promissory Notes. Additionally, the City will receive 33.3% of the net proceeds received from any sale or refinancing of the Project in order to repay any outstanding principal or interest due on the City Promissory Notes, after payment of outstanding conventional debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs. • Cost savings from the Project, if any, will be applied first to pay down the NSP and HOME Loans, subject to compliance with the Tax Credit Allocation Committee ("TCAC") Regulations and California Health and Safety Code, as applicable. • After all other funding sources have been secured through enforceable funding commitments, a HOME Subsidy Layering Review is required in order to confirm the amount of HOME funds committed to the Project. The HOME Loan shall also require specific HOME designated units in the Project. Based on a preliminary HOME Cost Allocation Analysis, the City must designate at least sixteen (16) units in the Project as HOME assisted -units per the following preliminary unit mix: • Three (3) studio units; • Five (5) one -bedroom units; • Four (4) two -bedroom units; • Three (3) three -bedroom units; and, • One (1) four -bedroom unit. As least 20% of the HOME designated units must be designated as Low HOME units. This equates to four (4) Low HOME units based on a sixteen (16) unit HOME requirement. The remainder of the HOME designated units can be restricted as High HOME units. This is subject to change based on a final HOME Cost Allocation Analysis to be completed after the HOME Subsidy Layering Review has been performed. Ground Lease: The Project will be located on the Property at 1126 and 1146 E. Washington Avenue, currently owned by the Housing Authority, as well as the adjacent parcel owned by the County (APNs: 398-092-13 and 398-092-14). The Housing Authority will be working with the County to draft and negotiate the necessary documents to join ownership so that the iN:N:11:111iffii Page 14 Project may be constructed over the combined Property under a master lease with the Housing Authority and County, as joint owners. The ground lease payment will be structured as capitalized ground rent payment based on the appraised fair market value of the Property. The Developer estimates the current value of the Property at $5,580,000. This figure will need to be confirmed through an appraisal, but based on the Developer's assessment, the capitalized ground rent payments are estimated as follows: • The capitalized ground rent payment for the County parcel is estimated at $2,500,000; and, • The capitalized ground rent payments for the Housing Authority parcel is estimated at $3,080,000. These amounts will be paid at closing with funds provided by loans made by the City and County which will be secured by promissory notes on the Property and be repaid through a share of the Project's Residual Receipts as noted above (i.e., 33.4% to the County and 33.3% to the Housing Authority). This will not be a cash transaction; the closing escrow statement will show a credit and debit of $3,080,000. Based on the above, the Housing Authority Board authorized a preliminary award of a 62- year lease of the Housing Authority portion of the Property to the Developer for the Project. After Developer secures a commitment from the County for a 62-year lease of the County portion of the Property, staff will return to the Housing Authority for consideration of a 62-year Ground Lease Agreement. There will only be one Ground Lease Agreement that will have all three parties: the County, City (as tenants in common) and the Developer. The Ground Lease Agreement will require the successful development of the Project by the Developer. General Provisions: The City's obligation to provide the City Assistance to the Project is subject to each of the following conditions: Developer must provide proof that it has secured all of its remaining financing for the development of the Project in the form of enforceable funding commitments, which may include 9% or 4% Federal Low Income Housing Tax Credits, State Housing Tax Credits, a loan of affordable housing funds from the County of Orange, Section 8 project -based vouchers from the Orange County Housing Authority, or any other funding sources necessary in the Project's capital stack to close on their financing, before staff will return to the City Council for consideration of the NSP and HOME Loan Agreements. • Developer must provide proof that the County has approved or committed to approve a 62-year ground lease for the County portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398-092-13 and 398- iN:N:11:1ifi 15 092-14) before staff will return to the Housing Authority for consideration of the Ground Lease Agreement. • All of the affordable units (less 1 manager's unit) in the Project will be restricted to extremely low-income households. • The rent standards for the Project must be in compliance with the strictest of the standards imposed by TCAC and HOME Program regulations, or other funding sources contributed to the Project, as applicable. • All provided funding and Project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed NSP and HOME Loan Agreements, Ground Lease Agreement, or any other documents related to the development of the Project. • Approval of all required entitlements and discretionary actions, to allow the construction of an 86-unit affordable housing complex to be located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701. • The City's obligation to provide the NSP Loan and HOME Loan is and shall remain subjectto all covenants, conditions, and restrictions setforth in the Loan Agreements, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the NSP Loan and HOME Loan by the City Council. • Review and approval of the documents evidencing the Ground Lease by the Housing Authority and the County. • Project funding is contingent on the successful execution of a 62-year Ground Lease Agreement by the Developer with the Housing Authority and County. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, County, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on July 2, 2022. 80A-17 W7aily1a U If you have any questions or require any additional information regarding this pre - commitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at Ibrown (cDsanta-ana.org. Sincerely, On behalf of the City of Santa Ana: Kris ne Ri dge idge City Manager Norma Mitre Acting Clerk of the Council On behalf of the Housing Authority of the City of Santa Ana: Steven A. Mendoza Housing Authority Executive Director Attest: Norma Mitre Acting Recording Secretary FOODINFOO CROSSROADS AT WASHINGTON —JOINT POWERS AGREEMENT BY AND BETWEEN THE COUNTY OF ORANGE AND THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA This JOINT POWERS AGREEMENT ("Agreement") is entered into by and between the County of Orange, a political subdivision of the State of California ("County"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Agency"), as of , 2020, and is made on the basis of the following facts, intentions and understandings. County and Agency are at times individually referred to as "Party" and collectively as "Parties" herein. RECITALS A. County and Agency are owners of contiguous parcels of land totaling approximately 2.28 acres located in Santa Ana, California, comprised of the two following lots: Assessor's Parcel Number 398-092-14 ("Agency Property"), more particularly described in Exhibit A; and Assessor's Parcel Number 398-092-13 ("County Property"), more particularly described in Exhibit B. The Agency and County desire to merge these two parcels for the purpose of executing an option agreement ("Option Agreement") and ground lease ("Lease") for the combined property to a developer, , L.P., a California limited partnership ("Partnership"), to create an affordable housing project ("Project'). These properties are collectively depicted in Exhibit C (Pre -Grant Assessor's Parcel Map) and are referred to collectively as the "Joint Property," which is further defined, below. B. All development and use of the Joint Property for the Project shall be subject to and in conformance with restrictions on the use of the "Joint Property," as that term is defined by this Agreement. C. The Parties agree that the development of this Project will promote affordable housing development that will benefit the public and constitute a significant benefit to both County and Agency in that the facility is available for use by members of the general public that meet the affordability income qualifications established for this Project and the special needs qualifications for the permanent supportive housing component of the Project. D The Parties deem it to be to the mutual advantage of the Parties hereto and in the public interest to treat the above -described County Property and Agency Property as a single parcel to assist with development of the Project. E. In order to facilitate development of the Project, the Parties agree to deed their respective properties entirely into a jointly owned parcel ("Joint Property"), as described on Exhibit D, attached hereto, to be held as tenants -in -common with respective interests as follows: County of Orange, 36.3%, undivided interest Housing Authority of the City of Santa Ana, 63.7%, undivided interest FOODIMPO The Parties agree that these percentages represent the proportional ownership interests of each party prior to this grant as set forth in Exhibit C (Pre -Grant Assessor's Parcel Map), which is attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of mutual interests to facilitate the development of the Project referenced herein, County and Agency incorporate the Recitals, above, into this Agreement and further agree as follows: 1. Upon satisfaction of the terms and conditions set forth in the Option Agreement by the Partnership, the County shall quitclaim the County Property to the County and the Agency to hold the County Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.7% undivided interest in the Joint Property. The quitclaim deed for the County Property is attached hereto as Exhibit E. 2. Upon satisfaction of the terms and conditions set forth in the Option Agreement by the Partnership, the Agency shall quitclaim the Agency Property to the Agency and the County to hold the Agency Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.7% undivided interest in the Joint Property. The quitclaim deed for the Agency Property is attached hereto as Exhibit F. The deeds shall be recorded concurrently. Thereafter, the Housing Authority of the City of Santa Ana shall merge the Agency Property and County Property to form the Joint Property, in accordance with this Agreement. 3. The Agency shall serve as the lead agency for all planning related administration of the merger and formation of the Joint Property. The County shall coordinate and provide all necessary information it possesses to assist the Agency with the merger process. The Agency agrees to process and file for record with the County Recorder the merger of the County Property and Agency Property in compliance with Article XI of Chapter 34 of the Santa Ana Municipal Code at no cost to the Parties. The Agency Property and County Property shall merge, resulting in the formation of the Joint Property, with the County and Agency as tenants -in -common with the County owning a 36.3% undivided interest and the Agency owning a 63.7% undivided interest in the Joint Property. 4. Once the Joint Property is formed, both Parties waive the right to partition until the Lease terminates. This Agreement shall serve as a valid written waiver of the Parties' right to seek any such partition in accordance with California Code of Civil Procedure section 872.710(b). 5. The Agency and County shall execute the Lease with the Partnership for the purposes of completing the Project. The Lease is attached hereto as Exhibit G. The Lease may authorize the Partnership to enter into one or more leasehold mortgage(s), which may be recorded against the Partnership's leasehold interest only. However, the Parties agree that the Lease shall not be recorded against the County Property, the Agency Property, or the Joint Property, though a memorandum of Lease may be recorded Crossroads at Washington — Joint Pov80X12Dent Page 2 as set forth in the Lease. The recording of any encumbrance on the Joint Property must be agreed upon, in writing, by both the Agency and the County. The recordation of any encumbrance on the Joint Property without the requisite written approval shall be null and void. 6. The Parties agree to cooperate in good faith to submit for approval to the Southern California Association of Governments ("SCAG"), and to thereafter implement, a regional housing needs assessment ("RHNA") allocation share transfer to reduce the County's RHNA share for housing built within Agency boundaries. 7. This Agreement shall continue in full force and effect until the latter occurrence of the following events: (a) The termination of the Lease, either through expiration of the Lease term or rescission of the Lease by the Parties (e.g., termination of Lease due to default); or (b) Mutual agreement in writing by both the County and Agency. 8. The Parties agree that they will exercise good faith in carrying out the purposes of this Agreement, including the adoption of any necessary modifications, amendments, or clarifying the Parties' rights and duties hereunder. 9. Upon termination of this Agreement, the County Property shall be conveyed to the County as the sole owner of the County Property and the Agency Property shall be conveyed to the Agency as the sole owner of the Agency Property. The Agency and County shall execute quitclaim deeds to effect these conveyances. The quitclaim deeds for these conveyances shall be in substantially the same form as those attached hereto as Exhibits H and I. 10. Any and all development, construction, operation, and maintenance of the Project shall be at no cost to Agency or County, provided that Agency staff shall be responsible for administering the operation of the Project to insure it is being used in conformance with this Agreement, use permit(s), and the Lease. The Agency shall serve as administrator of the Lease with the Partnership and coordinate with the County as necessary. Each Party shall separately administer their loans, grants or other support that might be provided to the Project and the Partnership. 11. Use of the Project and all its facilities shall be granted to all persons on an equal basis. No person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome or any condition related thereto, marital status, sex, sexual orientation or any other impermissible basis under the law, be excluded from participation in, be denied benefits of, or be subjected to discrimination under, any program or activity conducted by the Partnership or within facilities constructed on the Joint Property. 12. Agency shall, to the extent permitted by law, indemnify, defend, and hold harmless the County and it officers, agents, and employees, from and against any claim, Crossroads at Washington — Joint Pov8OAq[2,Pent Page 3 action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon the negligence or wrongful act or omission of Agency or its City Council, boards and commissions, officers, agents, volunteers, or employees, in approving the Lease, approving any final construction plans, specifications, and building inspections. The Lease shall contain a provision requiring the Partnership to name the County as an additional insured with respect to any and all operations or activities conducted by the Partnership from or at the leased premises. County shall, to the extent permitted by law, indemnify, defend, and hold harmless the Agency and City of Santa Ana, and its officers, agents, and employees, from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising out of, or based upon the negligence or wrongful act or omission of County or its Board of Supervisors, committees and commissions, officers, agents, volunteers, employees, in approving the Lease. The Lease shall contain a provision requiring the Partnership to name the City of Santa Ana and/or the Agency as an additional insured with respect to any and all operations or activities conducted by the Partnership from or at the leased premises. 13. Except as specified in this section 13, all land and improvements on the Joint Property shall remain the joint property of County and Agency and shall be maintained and operated for Project purposes consistent with the terms of this Agreement and the Lease. If the Joint Property or any portion thereof is taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively, "Condemnation"), then this JPA shall terminate as to the part taken only ("Condemned Property") as of the date the condemning authority takes title or possession, whichever first occurs. If the Condemnation results in termination of the Lease, then this JPA shall terminate in accordance with the terms contained herein. Any condemnation award for Condemned Property that is attributable to the Agency Property shall belong to the Agency and the condemnation award for Condemned Property that is attributable to the County Property shall belong to the County. If any of the Condemned Property includes Improvements, as that term is defined in the Lease, and the Lessor would be entitled to such condemnation award under the Lease, then the Parties shall divide the compensation award attributable to the Improvements evenly. 14. All notices pursuant to this Agreement shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be sent through First Class U.S. Mail: To County: County of Orange Attn: County Executive Office, Real Estate 333 W. Santa Ana Boulevard, 3'd Floor Santa Ana, CA 92701 To Agency: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Crossroads at Washington — Joint PovNX122ent Page 4 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 15. Standard Provisions. 15.1 Management. Except as otherwise provided in this Agreement, the approval of both the Agency and County shall be required for decisions regarding management and disposition of the Joint Property. 15.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the County and Agency and their respective heirs, personal representatives, successors and assigns. Neither Party shall have the right to assign this Agreement or any interest or right under this Agreement without the prior written consent of the other Party. 15.3 No Attorneys' Fees. In any action between the Parties to interpret, enforce, award, modify or rescind any of the terms or provisions of this Agreement, or any action otherwise commenced or taken in connection with this Agreement, both Parties shall be responsible for their respective litigation costs and attorneys' fees, except as provided in Section 12, above, regarding indemnity. 15.4 Jurisdiction and Venue. This Agreement shall be construed under the laws of the State of California in effect at the time of the signing of this Agreement. The Parties consent to the jurisdiction of the California courts with venue in County of Orange. 15.5 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 15.6 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both Parties. 15.7 No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any such breach or succeeding breach or of the same or other covenants, agreements, restrictions or conditions of this Agreement. 15.8 Modifications. Any alteration, change or modification of or to this Agreement, to become effective, shall be made in writing and in each instance signed on behalf of each Party. Crossroads at Washington — Joint PovBOX123ent Page 5 15.9 Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, and the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 15.10 Cooperation. Each Party agrees to cooperate with the other in the execution of this Agreement and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 15.11 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all Parties, shall constitute a binding agreement. 15.12 Exhibits Incorporated by Reference. The following exhibits and attachments referred to and/or attached to this Agreement are incorporated in this Agreement by this reference: Exhibit A — Legal Description for Agency Property Exhibit B — Legal Description for County Property Exhibit C — Pre -Grant Assessor's Parcel Map Exhibit D — Legal Description of Property (combined property) Exhibit E — Tenants -in -Common Deed from the County (Quitclaim) Exhibit F — Tenants -in -Common Deed from the Agency (Quitclaim) Exhibit G — Proposed Ground Lease Exhibit H — County Quitclaim Exhibit I — Agency Quitclaim [SIGNATURES ON NEXT PAGE] Crossroads at Washington — Joint PovBOX124ent Page 6 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective governing bodies on the dates set forth opposite their signatures. COUNTY: Dated: APPROVED AS TO FORM: OFFICE OF COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA LIN Deputy COUNTY OF ORANGE, a political subdivision of the State of California LIN Name: Title: Chairwoman, Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRWOMAN OF THE BOARD PER GC § 25103, RESO. 79-1535 Attest: ROBIN STIELER Clerk of the Board of Supervisors of Orange County, California Crossroads at Washington — Joint PovNX125ent Page 7 Dated: M ATTEST: M AGENCY: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY, a public body, corporate and politic By: Steven A. Mendoza, Executive Director TO FORM: \/ NERAL %COUNSEL City Attorney Daisy Gomez, Clerk of the Council C" �0/�j Crossroads at Washington — Joint Powers Agreement Page 8 80A-26 EXHIBIT A LEGAL DESCRIPTION FOR AGENCY PROPERTY Agency Property: THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF SANTAANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THAT PORTION OF PARCEL 1 OF PARCEL 73035 DESCRIBED IN GRANT DEED RECORDED JULY 24, 1991 AS INSTRUMENT NO. 91-387576 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, TOGETHER WITH THAT PORTION OF PARCEL 73034 DESCRIBED IN GRANT DEED RECORDED NOVEMBER 15, 1991, AS INSTRUMENT NO. 91-626431 OF SAID OFFICIAL RECORDS, LYING SOUTHWESTERLY AND WESTERLY OF THOSE THREE (3) COURSE AND THE NORTHWESTERLY EXTENSION OF COURSE THREE (3) THEREOF, IN THE STATE RIGHT OF WAY AS SHOWN ON A MAP FILED IN BOOK 194, PAGES 28 THROUGH 36 INCLUSIVE OF RECORD OF SURVEYS IN SAID OFFICE AND SAID COUNTY RECORDER, SAID THREE (3) COURSES BEING SHOWN ON SHEET 2 OF SAID MAP AS: 1) N21 °00'58"W 286.98'; 2) N32°46'23" W 157.90'; 3) N25°03'45"W 62.42'. EXCEPTING THEREFROM THAT PORTION OF ABOVE SAID PARCEL 1, LYING WITHIN THE LIMITS OF THE WASHINGTON A VENUE CUL-DE-SAC AS SHOWN ON SAID SHEET 2 OF SAID MAP. THERE SHALL BE NO ABUTTER'S RIGHTS OF ACCESS APPURTENANT TO THE ABOVE -DESCRIBED REAL PROPERTY IN AND TO THE ADJACENT STATE FREEWAY. UNLESS OTHERWISE NOTED, ALL BEARINGS AND DISTANCES IN THIS DESCRIPTION ARE GRID BASED ON THE CALIFORNIA COORDINATE SYSTEM (CCS83), ZONE VI, 1983 NAD (1991.35 EPOCH OCS ADJUSTMENJ). TO OBTAIN GROUND -LEVEL DISTANCES, MULTIPLY DISTANCES HEREIN BY 1.00002055. THIS REAL PROPERTY DESCRIPTION CONSISTS OF THIS LEGAL DESCRIPTION AND EXHIBIT "1", HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS ACT. (End of Legal Description) Crossroads at Washington — Joint Povygt,SXAgryyent Page A-1 i0:cu:311111r►a EXHIBIT B LEGAL DESCRIPTION FOR COUNTY PROPERTY County Property: The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 (End of Legal Description) Crossroads at Washington —Joint Povye AAgrg�ement Page A-2 10a:il-111 a EXHIBIT C PRE -GRANT ASSESSOR'S PARCEL MAP m o g T7 _j 9Z-006 $.R _ T :3NN3AV ' 133H15 7 [AI ONYM9 m Crossroads at Washington —Joint Powd AAgrg�e�ent Page B-1 EXHIBIT D LEGAL DESCRIPTION FOR JOINT PROPERTY The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That certain parcel of land situated in the City of Santa Ana, County of Orange, State of California, being that portion of Parcel 1 of Parcel 73035 described in the Grant Deed recorded July 24, 1991, Instrument No. 91-387576 of Official Records, together with that portion of Parcel 73034 described in the Grant Deed recorded November 15, 1991, Instrument No. 91-626431 of Official Records, lying southwesterly and westerly of those three (3) courses and the Northwesterly extension of course Three (3) thereof, in the State Right of Way as shown on a map filed in Book 194, pages 28 through 36 inclusive of Record of Surveys in said Office of said County Recorder, said Three (3) courses being shown on sheet 2 of said map as: 1) North 21 ° 00' 58" West 286.98'; 2) North 320 46' 23" West 157.90'; 3) North 250 03' 45" West 62.42'. EXCEPTING THEREFROM: That portion of above said Parcel 1, lying within the limits of the Washington Avenue Cul-De-Sac as shown on said Sheet 2 of said Map. APN: 398-092-14 That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 Crossroads at Washington —Joint Povygt,S�Agrement Page E-1 10a:il-111 a EXHIBIT E TENANTS -IN -COMMON DEED FROM THE COUNTY (See Attached) Crossroads at Washington —Joint Povygt,S�Agrer�ent Page E-2 i0a:11-111 a Recording requested by and when recorded, return to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of the Council And County of Orange, Real Estate Services 333 West Santa Ana Blvd, 3`d Floor Santa Ana, CA 92701 Recording Fee Exempt Per Govt. Code 27383 Facility: XXXXXX Facility No.: XXXXXX Parcel No.: XXXXXX A.P. No.: 398-092-13 Location: Santa Ana, CA THE UNDERSIGNED GRANTOR DECLARES THAT THIS IS A CONVEYANCE TO A GOVERNMENTAL ENTITY AND NO TRANSFER TAX IS DUE PER CAL. R&T CODE 11922 QUITCLAIM DEED For valuable consideration, receipt of which is hereby acknowledged, the COUNTY OF ORANGE, hereinafter referred to as "COUNTY", does hereby remise, release and forever Quitclaim to The Housing Authority of the City of Santa Ana, A public body, corporate and politic, hereinafter referred to as "AGENCY", and 1*610041 as Tenants in Common all right, title and interest in and to the real property in the City of Santa Ana, County of Orange, State of California, described as: See EXHIBIT A, attached and by reference made a part. 80A-32 -1- i0a:11-111 a Dated: APPROVED AS TO FORM County Counsel Deputy Date: C GRANTOR: COUNTY OF ORANGE Thomas A. Miller Chief Real Estate Officer 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 On before me, (here insert name and title of the officer) 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/hex/their authorized capacity(ies), and that by his/hex/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. Signature 80A-33 i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the County of Orange, political subdivision of the State of California, is hereby accepted by order of the Board of Supervisors of the County of Orange, and the County of Orange consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM County Counsel Deputy County Counsel Michael Haubert Lo Thomas A. Miller Chief Real Estate Officer 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 On , 2019 before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the persons) 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. Signature: (seal) 80A-34 >- i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the Housing Authority of the City of Santa Ana, a public body, corporate and politic, is hereby accepted by order of the City Council of the City of Santa Ana, and the Housing Authority of the City of Santa Ana consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM Authority General Counsel Ryan O. Hodge Assistant City Attorney Date: LN HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On , 2019 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. Signature: (seal) 80A-35 4- 10a:il-111 a EXHIBIT F TENANTS -IN -COMMON DEED FROM THE AGENCY (See Attached) Crossroads at Washington —Joint Povygt,S�Agrement Page E-3 i0a:11-111 a Recording requested by and when recorded, return to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of the Council And County of Orange, Real Estate Services 333 West Santa Ana Blvd, 3`d Floor Santa Ana, CA 92701 Recording Fee Exempt Per Govt. Code 27383 Facility: XXXXXX Facility No.: XXXXXX Parcel No.: XXXXXX A.P. No.: 398-092-14 Location: Santa Ana, CA THE UNDERSIGNED GRANTOR DECLARES THAT THIS IS A CONVEYANCE TO A GOVERNMENTAL ENTITY AND NO TRANSFER TAX IS DUE PER CAL. R&T CODE 11922 QUITCLAIM DEED For valuable consideration, receipt of which is hereby acknowledged, the The Housing Authority of the City of Santa Ana, A public body, corporate and politic, hereinafter referred to as "AGENCY", does hereby remise, release and forever Quitclaim to COUNTY OF ORANGE, hereinafter referred to as "COUNTY", and AGENCY as Tenants in Common all right, title and interest in and to the real property in the City of Santa Ana, County of Orange, State of California, described as: See EXHIBIT A, attached and by reference made a part. 80A-37 -1- i0a:11-111 a Dated: APPROVED AS TO FORM Authority General Counsel RIN Ryan O. Hodge Assistant City Attorney Date: M GRANTOR: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On before me, (here insert name and title of the officer) 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/hex/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. Signature 80A-38 i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the County of Orange, political subdivision of the State of California, is hereby accepted by order of the Board of Supervisors of the County of Orange, and the County of Orange consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM County Counsel Deputy County Counsel Michael Haubert Lo Thomas A. Miller Chief Real Estate Officer 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 On , 2019 before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the persons) 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. Signature: (seal) 80A-39 >- i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the Housing Authority of the City of Santa Ana, a public body, corporate and politic, is hereby accepted by order of the City Council of the City of Santa Ana, and the Housing Authority of the City of Santa Ana consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM Authority General Counsel Ryan O. Hodge Assistant City Attorney Date: Un HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On , 2019 before me, I 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. (seal) 80A-40 4- i0a:11-111 a EXHIBIT G PROPOSED GROUND LEASE (See Attached) Crossroads at Washington —Joint Powd AAgre�r�ent Page E-4 GROUND LEASE THIS GROUND LEASE ("Lease") is made and effective as of the day of 2020 ("Effective Date") by and between the COUNTY OF ORANGE, a political subdivision of the State of California, the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, as tenants -in -common (respectively, the "County" and the "Agency", and collectively "Lessor") and WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership (hereinafter called "Tenant") (also referred to hereinafter each as "Party" or collectively as the "Parties"). RECITALS A. County and Agency are tenants -in -common of a certain property that encompasses the Premises (as hereinafter defined). B. County and Agency have executed a Joint Powers Agreement ("Joint Powers Agreement"), pursuant to which the County and Agency agreed to lease the Premises to the Tenant to develop, entitle and construct an 86-unit multifamily affordable housing project, as more fully described herein, upon the fulfillment of certain conditions precedent as set forth therein. C. The Parties have executed an Option Agreement, dated 12020 ("Option Agreement"), pursuant to which the Lessor had agreed to lease the Premises to the Tenant upon the fulfillment of certain conditions precedent. D. The County and Agency acknowledge that the conditions precedent required by the Joint Powers Agreement and Option Agreement have been fulfilled and therefore the Parties desire that Tenant shall ground lease the Premises from Lessor on the terms set forth herein. E. Lessor and Tenant have jointly agreed to enter into this Lease as of the date set forth above. F. On July 2, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with the Tenant to enter into negotiations for a sixty-five (65) year ground -lease of 1126 E. Washington Ave for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). G. On July 2, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -commitment letter with the Tenant for $3,971,440 in affordable housing funds consisting of $963,951 in Neighborhood Stabilization Program funds and $3,007,489 in HOME Investment Partnerships Program funds, for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). Page 11 i0a:11-111 a NOW, THEREFORE, in consideration of the above recitals, which are hereby incorporated into this Lease by reference, and mutual covenants and agreements hereinafter contained, County, Agency and Tenant mutually agree to the following: ARTICLE DEFINITIONS 1.1 Definitions: The following defined terms used in this Lease shall have the meanings set forth below. Other terms are defined in other provisions of this Lease, and shall have the definitions given to such terms in such other provisions. 1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein includes an individual, trust or entity), any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. 1.1.2. "Agency" shall mean the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have all rights granted to the Agency hereunder. 1.1.3. "Aggregate Transfer" shall refer to the total "Ownership Interest(s)" in Tenant transferred or assigned in one transaction or a series of related transactions (other than an Excluded Transfer) occurring since the latest of (a) the Effective Date, (b) the execution by Tenant of this Lease, or (c) the most recent Tenant Ownership Change; provided, however, that there shall be no double counting of successive transfers of the same interest in the case of a transaction or series of related transactions involving successive transfers of the same interest. Isolated and unrelated transfers shall not be treated as a series of related transactions for purposes of the definition of "Aggregate Transfer." 1.1.4. "Annual Operating Expenses" means all regular and customary annual expenses incurred in relation to the operation of the Premises, including the Improvements, as reflected on the annual budget that Tenant shall prepare and abide by each year during the Tenn of the loans made by the Agency, City, and County, separately, for the Improvements and for so long as Base Rent remains unpaid and outstanding, as approved in writing by the Lessor. Said Annual Operating Expenses shall include a reasonable property management and administrative fee, fees related to the tax credit syndication of the Premises, utility charges, operating and maintenance expenses, Project property taxes and Project insurance premiums, and such other costs as approved by the Lessor, in his/her reasonable discretion. Tenant will deliver an annual budget for the following year no later than December 1 for each year following issuance of a permanent certificate of occupancy for the Improvements. Lessor shall deliver any comments, or its approval to such operating budget within thirty (30) days of receipt thereof. If an operating budget for the following year has not been approved by Lessor and Tenant prior to January 1 of such year, the annual operating budget from the previous year shall apply until a new operating budget is approved. Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) which are due to or arising out of the Tenant's (A) breach or default of any mortgage loan, (B) fraudulent acts or willful misconduct or (C) breach or default under any other contract, lease or agreement pertaining to the Project. Annual Operating Expenses shall also not Page 12 • M iMa:11-111 a include other expenses not related to the Project's operations such as depreciation, amortization, accrued principal and interest expense on deferred payment debt and capital improvement expenditures. 1.1.5. "Annual Project Revenue" means all annual revenue generated by the Project from any source, including, but not limited to, rent payments, governmental assistance housing payments, laundry and other vending machine and pay telephone income. Notwithstanding the foregoing, Annual Project Revenue shall not include the following items: (a) security deposits from subtenants (except when applied by Tenant to rent or other amounts owing by subtenants); (b) capital contributions to Tenant by its members, partners or shareholders (including capital contributions required to pay deferred developer fee); (c) condemnation or insurance proceeds; (d) there shall be no line item, expense, or revenue shown allocable to vacant unit(s) at the Project; or (e) receipt by an Affiliate of management fees or other bona fide anus -length payments for reasonable and necessary Operating Expenses associated with the Project. 1.1.6. "Auditor -Controller" shall mean the Auditor -Controller, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors. 1.1.7. `Base Rent" shall mean a total of six million four hundred and fifty thousand dollars ($6,450,000) due and owing and payable in full on the Commencement Date, but if not paid in full on the Commencement Date, then the Base Rent amount paid in accordance with this Lease, including pursuant to Article III, below, with four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) being paid to the Agency pursuant to Section 3.1.2 and two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) being paid to the County pursuant to Section 3.1.1. Address APN Size (Acres) Size (SF) Land Percentage Value Allocation City Owned Site 398-092-14 1.456 63,423 63.69% $4,108,136 County Owned Site 398-092-13 0.83 36,155 36.31% $2,341,864 Total 2.286 99,578 100.00% $6,450,000 1.1.8. "Board of Supervisors" shall mean the Board of Supervisors of the County of Orange, a political subdivision of the State of California, the governing body of the County. 1.1.9. "Certificate of Occupancy" shall mean a temporary or final certificate of occupancy (or other equivalent entitlement, however designated) which entitles Tenant to commence normal operation and occupancy of the Improvements. 1.1.10. "Chief Real Estate Officer" shall mean the Chief Real Estate Officer, County Executive Office, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the County Board of Supervisors. 1.1.11. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. Page13 iMa:11-111 a 1.1.12. "Claims" shall mean liens, claims, demands, suits, judgments, liabilities, damages, fines, losses, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of any of the foregoing. 1.1.13. "Commencement Date" shall mean the date on which a Certificate of Occupancy is issued for the Project, and on which the Term shall commence and Base Rent shall become due and payable. 1.1.14. "Contractor" shall mean Tenant's general contractor for the construction of the Improvements. 1.1.15. "County" shall mean the County of Orange, a political subdivision of the State of California. 1.1.16. "Effective Date" is defined in the introductory paragraph to this Lease, and shall be the date on which Tenant take possession of the Premises and is entitled to commence construction pursuant to Article V, below. 1.1.17. "Event of Default" is defined in Section 11.1. 1.1.18. "Excluded Transfer" shall mean any of the following: (a) A transfer by any direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date or the date on which a Tenant Ownership Change occurred as to the interest transferred, to any other direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date, including in each case to or from a trust for the benefit of the immediate family of any direct or indirect partner or member of Tenant who is an individual; (b) A transfer of an Ownership Interest in Tenant or in constituent entities of Tenant (i) to a member of the immediate family of the transferor (which for purposes of this Lease shall be limited to the transferor's spouse, children, parents, siblings, and grandchildren); (ii) to a trust for the benefit of a member of the immediate family of the transferor; (iii) from such a trust or any trust that is an owner in a constituent entity of Tenant as of the Effective Date, to the settlor or beneficiaries of such trust or to one or more other trusts created by or for the benefit of any of the foregoing persons, whether any such transfer described in this subsection is the result of gift, devise, intestate succession, or operation of law; or (iv) in connection with a pledge by any partners or members of a constituent entity of Tenant to an affiliate of such partner or member; (c) A transfer of a direct or indirect interest resulting from public trading in the stock or securities of an entity, when such entity is a corporation or other entity whose stock and/or securities is/are traded publicly on a national stock exchange or traded in the over-the-counter market and the price for which is regularly quoted in recognized national quotation services; Page14 i0a:11-111 a (d) A mere change in the form, method, or status of ownership (including, without limitation, the creation of single -purpose entities) as long as the ultimate beneficial ownership remains the same as of the Effective Date, or is otherwise excluded in accordance with subsections (a) — (c) above; (e) A transfer to an Affiliated nonprofit public benefit corporation or for - profit corporation, or to a limited partnership whose general partner is a nonprofit corporation, for - profit corporation or limited liability company Affiliated with the Tenant or the Tenant's general partner, subject to the County and Agency's right to reasonably approve the agreement to effect such assignment or transfer; (f) The lease, assignment of lease or sublease of any individual residential unit in the Improvements; (g) A transfer of the Tenant's interest in the Premises by foreclosure or deed in lieu of foreclosure (i) to any bona fide third -party lender holding a lien encumbering the Premises (or its nominee), and (ii) by a Lender Foreclosure Transferee to a third -party made in accordance with Section 17.6.5; (h) Transfers of any limited partnership or membership interest in the Tenant to an investor solely in connection with the tax credit syndication of the Premises in accordance with Section 42 of the Internal Revenue Code of 1986, as amended (the "Tax Credit Laws"), (including, without limitation, a subsequent transfer of the Limited Partner's interest to an Affiliate of the Limited Partner), provided, such syndication shall not extend the Term of this Lease; (i) The grant or exercise of an option agreement or right of first refusal solely in connection with the tax credit syndication of the Premises in accordance with the Tax Credit Laws provided that the syndication shall not extend the Term of this Lease; 0) The removal and replacement of one or both of Tenant's general partners pursuant to the terms of Tenant's Partnership Agreement as of the Effective Date and replacement by the Limited Partner, or an Affiliate thereof, or (k) Any assignment of the Lease by Tenant to an Affiliate of Tenant or to a Mortgagee as security in which there is no change to the direct and indirect beneficial ownership of the leasehold interest. 1.1.19. "Force Majeure Event" is defined in Article XIV. 1.1.20. "Hazardous Material(s)" is defined in Section 4.5. 1.1.21. "HCD" shall mean the California Department of Housing and Community Development. 1.1.22. "Improvement Costs" shall mean the final actual construction costs incurred by Tenant in connection with the construction of the Improvements and in accordance with the terms of this Lease, excluding ordinary repair and maintenance costs and any Permitted Capital Expenditures paid for out of the Capital Improvement Fund. Page 15 i0a:11-111 a 1.1.23. "Improvements" shall mean and includes all buildings (including above- ground and below ground portions thereof, and all foundations and supports), building systems and equipment (such as HVAC, electrical and plumbing equipment), physical structures, fixtures, hardscape, paving, curbs, gutters, sidewalks, fences, landscaping and all other improvements of any type or nature whatsoever now or hereafter made or constructed on the Premises. The term Improvements shall mean the Initial Improvements and any replacement improvements constructed in accordance with the terms of this Lease. During the entire Term, the Improvements will be restricted to the following uses: (a) multifamily affordable housing, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses as needed for the siting of the affordable housing and supportive housing units, as approved by the Lessor. 1.1.24. "Includes" shall mean "includes but is not limited to" and "including" shall mean "including but is not limited to." 1.1.25. "Initial Improvements" shall mean the improvements first constructed by Tenant on the Premises at its sole cost and expense as more particularly described in Exhibit B attached hereto and incorporated by reference herein. 1.1.26. "Interest Rate" shall mean the lower of: (a) the reference or prime rate of U.S. Bank National Association, in effect from time to time plus three percent (3%); or (b) the highest rate of interest permissible under the Laws not to exceed the rate of twelve percent (12%) per annum. 1.1.27. "Laws" shall mean all laws, codes, ordinances, statutes, orders and regulations now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity that are binding on and applicable to the Premises and improvements. 1.1.28. "Lease" shall mean this Ground Lease (including any and all addenda, amendments and exhibits hereto), as now or hereafter amended. 1.1.29. "Leasehold Estate" is defined in Section 17.1.1. 1.1.30. "Leasehold Foreclosure Transferee" is defined in Section 17.1.2. 1.1.31. "Leasehold Mortgage" is defined in Section 17.1.3. 1.1.32. "Leasehold Mortgagee" is defined in Section 17.1.4. 1.1.33. "Lender" shall mean: (a) a bank, savings bank, investment bank, savings and loan association, mortgage company, insurance company, trust company, commercial credit corporation, real estate investment trust pension trust or real estate mortgage investment conduit; or (b) some other type of lender engaged in the business of making commercial loans, provided that such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or shareholder's equity of at least $500,000,000 (or a substantially similar financial capacity if the foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental Page 16 i0a:11-111 a entity, including but not limited to HCD, which provides predevelopment, acquisition, construction and/or permanent financing for Tenant's acquisition and development of the Property. 1.1.34. "Lessor's Interest" shall mean all of County's and Agency's interests in the real property, the Premises, this Lease as tenants -in -common and their existing and reversionary interest in the real property, Premises, as well as the Improvements upon the expiration of the Term or earlier termination thereof. 1.1.35. "Lessor Parties" shall mean, collectively and individually, the County, the Agency and their respective Affiliates, governing boards, agents, employees, members, officers, directors and attorneys. 1.1.36. "Limited Partner" shall mean any limited partner or investor member (and its successors and/or assigns) of Tenant and shall include all references to "investor" in this Ground Lease. 1.1.37. "Net Refinancing Proceeds" is defined in Section 3.2. 1.1.38. "Net Syndication Proceeds" is defined in Section 3.2. 1.1.39. "New Lease" is defined in Section 17.7.1. 1.1.40. "Operating Costs" is defined in Section 3.4.1. 1.1.41. "Ownership Interests" shall mean the share(s) of stock, partnership interests, membership interests, other equity interests or any other direct or indirect ownership interests in Tenant, regardless of the form of ownership and regardless of whether such interests are owned directly or through one or more layers of constituent partnerships, corporations, limited liability companies, or trusts. 1.1.42. "Partnership Related Fees" shall mean the following fees of Tenant (or partners thereof pursuant to Tenant's Partnership Agreement) which are actually paid including: (i) a limited partner asset management fee payable to the Limited Partner in the annual amount of $5,000 (increased annually by 3%); and (ii) partnership management fee (administrative and/or managing general partner) payable to the general partners of Tenant in the aggregate annual amount of $20,000 (increased annually by 3%). 1.1.43. "Person" shall include firms, associations, partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 1.1.44. "Premises" shall mean that certain real property containing approximately 2.28 acres of undeveloped land in the City, together with all easements, rights and privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Tenant intends to construct the Improvements. The legal description of the Premises is attached hereto as Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as Exhibit A-1. Page 17 .O � ' • i0a:11-111 a 1.1.45. "Project' shall mean the Improvements, and all related appurtenances, constructed by Tenant on the Premises. 1.1.46. `Bent" shall mean and includes the County Base Rent, the Agency Base Rent, and Additional Rent payable by Tenant under this Lease. 1.1.47. "Residual Receipts" means the Annual Project Revenue less (A) Annual Operating Expenses (hereinafter defined), (B) obligated debt service on Leasehold Mortgages for the funding of the improvements approved in writing by the Lessor at the closing of the construction financing for the Improvements or as otherwise approved pursuant to Section 17.2, below, (C) payment obligations approved in writing by the Lessor at the closing of the construction financing for the Improvements, (D) Partnership Related Fees (including accrued by unpaid Partnership Related Fees from the prior year or years), (E) repayment of loans, if any, made by Limited Partner to Tenant for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (F) repayment of loans, if any, made by a general partner of Tenant solely for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (G) deferred developer fee, and (H) scheduled deposits to reserves approved in writing by the Lessor at the closing of the construction financing for the Improvements (or such higher reserve deposits as may be reasonably required by any Leasehold Mortgagee). 1.1.48. `Risk Manager" shall mean the Manager of County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors and the Risk Manager for the City of Santa Ana, or designee, or upon written notice to Tenant, such other person as may be designated by the City Council. 1.1.49. "Taxes" is defined in Section 3.11.2. 1.1.51. "TCAC" is defined as the California Tax Credit Allocation Committee. 1.1.52. "Tenant Group" shall mean Tenant and Tenant's Affiliates, agents, employees, members, officers, directors and attorneys. 1.1.53. "Tenant Ownership Change" shall mean (a) any transfer or assignment by Tenant of the Leasehold Estate or (b) any "Aggregate Transfer" of at least twenty five percent (25%) of the "Ownership Interest(s)" in Tenant, in each case that is not an "Excluded Transfer." 1.1.54. "Tenant's Partnership Agreement" shall mean Tenants Amended and Restated Agreement of Limited Partnership dated as of 1.1.55. "Term" is defined in Section 2.2. 1.1.56. "Transfer" is defined in Section 10.1.1. 1.1.57. "Transfer Notice" is defined in Section 10.4. Page 18 i0a:11-111 a 1.1.58. "Treasurer -Tax Collector" shall mean the Treasurer -Tax Collector, County of Orange, or designee, or upon written notice to Tenant, such other person or entity as may be designated by the Board of Supervisors. 1.1.59. "Utility Costs" is defined in Section 3.4.1. 1.1.60. "Work" shall mean both Tenant's construction activity with respect to the Improvements, including permitted future changes, alterations and renovations thereto and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. ARTICLE II LEASE OF PROPERTY 2.1 Lease of Premises. 2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions and reservations of this Lease. 2.1.2. Warranty of Peaceful Possession. Lessor covenants and warrants that, subject to the Tenant's payment of Rent and performance and observation of all of the covenants, obligations and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder. Except as otherwise set forth herein, the Lessor covenants and agrees that they shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same is expressly subject and subordinate to this Lease or any New Lease. 2.2 Term The "Term" of this Lease shall commence on the Effective Date of this Lease, and shall expire at 12:00 midnight Pacific Standard Time on the 62nd anniversary of the Commencement Date, unless sooner terminated as a result of Tenant's non-compliance with any terms, conditions, covenants, restrictions or reservations of this Lease. Notwithstanding the foregoing, the Term shall not exceed sixty five (65) years from the Effective Date. 2.3 Termination at End of Term. This Lease shall terminate without need of further actions of any Party at 12:00 midnight Pacific Standard Time on the last day of the Term. 2.4 Condition of the Premises. TENANT HEREBY ACCEPTS THE PREMISES "AS IS", AND ACKNOWLEDGES THAT THE PREMISES IS IN SATISFACTORY CONDITION. COUNTY AND AGENCY MAKES NO WARRANTY, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR TENANT'S PROPOSED USES. COUNTY AND AGENCY MAKE NO COVENANTS OR WARRANTIES, IMPLIED OR OTHERWISE, RESPECTING THE CONDITION OF THE SOIL, SUBSOIL, OR ANY OTHER CONDITIONS OF THE PREMISES OR THE PRESENCE OF HAZARDOUS MATERIALS, NOR DOES COUNTY OR AGENCY COVENANT OR WARRANT, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR THE PROPOSED DEVELOPMENT, CONSTRUCTION OR USE BY TENANT. COUNTY AND AGENCY SHALL NOT BE RESPONSIBLE FOR ANY LAND SUBSIDENCE, SLIPPAGE, SOIL INSTABILITY OR DAMAGE RESULTING Page 19 Fi R i0a:11-111 a THEREFROM. COUNTY AND AGENCY SHALL NOT BE REQUIRED OR OBLIGATED TO MAKE ANY CHANGES, ALTERATIONS, ADDITIONS, IMPROVEMENTS OR REPAIRS TO THE PREMISES. TENANT SHALL RELY ON ITS OWN INSPECTION AS TO THE SUITABILITY OF THE PREMISES FOR THE INTENDED USE. TENANT INITIALS: 2.5 Limitations of the Leasehold. This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record as of the date hereof or otherwise disclosed to Tenant prior to the date hereof. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of rights in the Premises which exceed those owned by Lessor, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or County's or Agency's interest therein. 2.6 Tenant's Investigation. Tenant acknowledges that it is solely responsible for investigating the Premises to determine the suitability thereof for the uses contemplated by Tenant. Tenant further acknowledges by executing this Lease that it has completed its investigation and has made such determinations as Tenant believes may be required under the circumstances. ARTICLE III TOTAL RENT 3.1 Base Rent. Throughout the Term of this Lease, regardless of an earlier termination date Tenant shall pay to the County and the Agency the Base Rent as set forth herein. 3.1.1 County Base Rent. Tenant shall make annual payments to County of thirty- three and four -tenths percent (33.4%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) is fully paid ("County Base Rent"). County Base Rent shall only become due after the Tenant has repaid that certain loan from the County awarded under the 2016 Permanent Supportive Housing Notice of Funding Availability, Addendum One, evidenced by a Loan Agreement, Promissory Note and Leasehold Deed of Trust, in the amount of $2,280,701, which is also being paid out of the same thirty-three and four -tenths percent (33.4%) of the Residual Receipts. On the last day of the Term the then outstanding amount of the County Base Rent shall be paid in full if not already paid by that time. County Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3%) per year until paid in full. Once the County Base Rent has been paid in full with interest, Tenant shall have no further obligation for County Base Rent under this Lease. 3.1.2 Agency Base Rent. Tenant shall also make annual payments to Agency of thirty-three and one-third percent (33.3%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) is fully paid ("Agency Base Rent"). Agency Base Rent shall only become due after the Tenant has repaid those two certain loans from the City, each evidenced by a Loan Agreement, Promissory Note, Deed of Trust, and Affordability Restrictions on Transfer of Property dated , 20 , in the amount of $3,007,489.00, and dated 120 , in the amount of $963,951, which is also being paid out of the same thirty-three and one-third percent (33.3%) of the Residual Receipts. On Page 110 80A-51 i0a:11-111 a the last day of the Term the then outstanding amount of the Agency Base Rent shall be paid in full if not already paid by that time. Agency Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3%) per year until paid in full. Once the Agency Base Rent has been paid in full, Tenant shall have no further obligation for Agency Base Rent under this Lease. 3.2 Net Refinancing Proceeds/Net Syndication Proceeds. Any Net Refinancing Proceeds or Net Syndication Proceeds received by Tenant shall be used to pay any unpaid Base Rent. Additionally, the Tenant's right and obligation to use such net proceeds to pay Base Rent is subject to the rights of Leasehold Mortgagees to control the use of such proceeds pursuant to the terms of their respective loan documents, all of which have been reviewed and reasonably approved by the Lessor and is further subject to the consent of TCAC to the extent required under the applicable regulations or the extended use agreement. Without limiting application of those loan documents and TCAC regulations and requirements, in no case shall Tenant be permitted to retain Net Refinancing Proceeds or Net Syndication Proceeds without the prior written consent of the Lessor, until full satisfaction of the unpaid Base Rent. Notwithstanding the foregoing, this Section 3.2 shall not apply to (i) any Excluded Transfer or (ii) any financing described in Section 17.2. "Net Refinancing Proceeds" shall be defined as the proceeds from the refinancing of any loan approved by Lessor hereunder, net of all of the following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to rehabilitate the Project, including the costs necessary to obtain refinancing proceeds (such as consultant, legal and other consultant costs), the soft costs related to the rehabilitation of the Project (such as architecture, engineering and other consultant costs, and all required relocation costs), and all hard costs of the rehabilitation, all of which have been reviewed and reasonably approved by the Lessor. "Net Syndication Proceeds" shall be defined as syndication proceeds net of final Project hard and soft construction costs, including developer fee, based on a cost certification completed at the end of construction, and syndication costs all of which has been reviewed and reasonably approved by the Lessor. 3.3 Triple Net Rent. It is the intent of the Parties that all Rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature incurred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant's use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall County or Agency be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.4 Insufficient Funds. For purposes of this Section 3.4, Rent shall have the same meaning as stated in Section 1.1.42. If any payment of Rent or other fees made by check is returned due to insufficient funds or otherwise, County and Agency shall have the right to require Tenant to make all subsequent Rent payments by cashier's check, certified check or automated clearing house debit system. All Rent or other fees shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. No payment by Tenant or receipt by County and Agency of a lesser amount than the Rent or other fees due shall be deemed to be other than on account of the Rent or other fees due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and County Page111 80A-52 iMa:11-111 a and Agency shall accept such check or payment without prejudice to County's and Agency's right to recover the balance of the Rent or other fees or pursue any other remedy available to the County or Agency in this Lease. 3.5 Reserved. 3.6 Additional Rent. 3.6.1. Additional Rent. During the Term, the Base Rent shall be absolutely net to County and Agency so that all costs (including but not limited to Operating Costs and Utility Costs, as defined below), fees, taxes (including but not limited to Real Estate Taxes and Equipment Taxes, as defined below), charges, expenses, impositions, reimbursements, and obligations of every kind relating to the Premises shall be paid or discharged by Tenant as additional rent ("Additional Rent"). Additional Rent shall also include such amounts as described in Article XL As more particularly set forth in Sections 3.6.3 and 3.6.6, below, Tenant has the right to pay under protest the foregoing Additional Rent, as applicable, and defend against the same. Any imposition rebates shall belong to Tenant. 3.6.2. Taxes. During the Term, Tenant shall pay directly to the taxing authorities all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof, "Taxes" shall include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax, tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, flood control, water pollution control, public transit or other special district thereof, as against any legal or equitable interest of County or Agency in the Premises or any payments in lieu of taxes required to be made by County or Agency, including, but not limited to, the following: (a) Any assessment, tax, fee, levy, improvement district tax, charge or similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be included within the definition of "Taxes" for the purpose of this Lease. (b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city, county, state or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (c) Any assessment, tax, fee, levy, charge or similar imposition upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease; Page 112 i0a:11-111 a (d) Any assessment, tax, fee, levy, charge or similar imposition by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Premises are a part. The definition of "Taxes," including any additional tax the nature of which was previously included within the definition of "Taxes," shall include any increases in such taxes, levies, charges or assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring as a result of a sale or otherwise. 3.6.3. Contest of Taxes. Tenant shall have the right to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or Improvements or any part thereof, provided, however, that the contest, opposition or objection must be filed before such time the Taxes or other charge at which it is directed becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties, costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Tenant's contest, opposition or objection to such tax, assessment or other charge. 3.6.4. Payment by Lessor. Should Tenant fail to pay any Taxes required by this Article III to be paid by Tenant within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with Section 3.6.3, and if such amount is not paid by Tenant within fifteen (15) days after receipt of Lessor's written notice advising Tenant of such nonpayment, County and/or Agency may, without further notice to or demand on Tenant, pay, discharge or adjust such tax, assessment or other charge for the benefit of Tenant. In such event Tenant shall promptly on written demand of County or Agency reimburse County and/or Agency for the full amount paid by County and/or Agency in paying, discharging or adjusting such tax, assessment or other charge, together with interest at the Interest Rate from the date advanced until the date repaid. 3.6.5. Operating Costs. Tenant shall pay all Operating Costs during the Term prior to delinquency. As used in this Lease, the term "Operating Costs" shall mean all charges, costs and expenses related to the Premises, including, but not limited to, management, operation, maintenance, overhaul, improvement, replacement or repair of the Improvements and/or the Premises. 3.6.6. Utility Costs. Tenant shall pay all Utility Costs during the Term prior to delinquency. As used in this Lease, the term "Utility Costs" shall include all charges, surcharges, taxes, connection fees, service fees and other costs of installing and using all utilities required for or utilized in connection with the Premises and/or the Improvements, including without limitation, costs of heating, ventilation and air conditioning for the Premises, costs of furnishing gas, electricity and other fuels or power sources to the Premises, and the costs of furnishing water and sewer services to the Premises. Tenant agrees to indemnify and hold harmless the County and Agency against any liability, claim, or demand for the late payment or non-payment of Utility Costs. Page 113 i0a:11-111 a ARTICLE IV USE OF PREMISES 4.1 Permitted Use of Premises. Tenant may use the Premises for the construction, development, entitlement, operation, maintenance, replacement and repair of the Improvements as follows: 4.1.1. Required Services and Uses. Lessor's primary purpose for entering into this Lease is to promote the development of the Improvements consistent with this Lease. In furtherance of that purpose, Tenant shall construct and during the entire Term operate, maintain, replace and repair the Improvements in a manner consistent with the Laws and for the following uses: (a) multifamily affordable housing, and appurtenant improvements, including, without limitation, parking, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses, as approved by the Lessor. 4.1.2. Ancillary Services and Uses. Subject to the prior written approval of Lessor, which approval may be granted or withheld in the sole discretion of the Lessor, Tenant may provide those additional services and uses which are ancillary to and compatible with the required services and uses set forth in Section 4.1. L, above. 4.1.3. Additional Concessions or Services. Tenant may establish, maintain, and operate such other additional facilities, concessions, and services as Tenant and Lessor may jointly from time to time reasonably determine to be reasonably necessary for the use of the Premises and which are otherwise permitted by Law for the sole purpose to provide affordable housing and/or emergency shelter. 4.1.4. Restricted Use. The services and uses listed in this Section 4.1, both required and optional, shall be the only services and uses permitted. Tenant agrees not to use the Premises for any other purpose or engage in or permit any other activity within or from the Premises unless approved in writing by the Lessor, which approval may be granted or withheld in the sole discretion of the Lessor. 4.1.5. Continuous Use. During the Term, Tenant shall continuously conduct Tenant's business in the Premises in the manner provided under this Lease and shall not discontinue use of the Premises for any period of time except in the case of a Force Majeure Event or as permitted in advance and in writing by the Lessor. 4.1.6. Alcohol Restrictions. Tenant shall not permit the sale or service of alcoholic beverages on the Premises. 4.1.7. Permits and Licenses. Tenant shall be solely responsible to obtain, at its sole cost and expense, any and all permits, licenses or other approvals required for the uses permitted herein and shall maintain such permits, licenses or other approvals for the entire Term. Page 114 i0a:11-111 a 4.2 Nuisance; Waste. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises and Improvements or any part thereof. Tenant shall not commit or allow to be committed any waste in or upon the Premises or Improvements and shall keep the Premises and the Improvements thereon in good condition, repair and appearance. 4.3 Compliance with Laws. Tenant shall not use or permit the Premises or the Improvements or any portion thereof to be used in any manner or for any purpose that violates any applicable Laws. Tenant shall have the right to contest, in good faith, any such Laws, and to delay compliance with such Laws during the pendency of such contest (so long as there is no material threat to life, health or safety that is not mitigated by Tenant to the satisfaction of the applicable authorities). Lessor may cooperate with Tenant in all reasonable respects in such contest, including joining with Tenant in any such contest if County and/or Agency's joinder is required in order to maintain such contest; provide, however, that any such contest shall be without cost to Lessor, and Tenant shall indemnify, defend (with attorneys acceptable to Lessor), and hold harmless the Lessor from any and all claims, liabilities, losses, damages, or actions of any kind and nature, including reasonable attorneys' fees, arising or related to Tenant's failure to observe or comply with the contested Law during the pendency of the contest. 4.4 Hazardous Materials. 4.4.1. Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the County and/or Agency acting in their governmental capacity, the State of California or the United States government. 4.4.2. Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection with the construction, operation, maintenance and repair of the Improvements or used in connection with any permitted use of the Premises and Improvements under this Lease (which Hazardous Materials shall be used in compliance with all applicable Laws), Tenant or Tenant's employees, agents, independent contractors or invitees (collectively "Tenant Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). 4.4.3. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, and excluding Hazardous Materials existing on the Premises prior to the Effective Date (the "Existing Hazardous Materials"), results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of County or Agency under this Lease, Tenant shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by this Lease or by applicable Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant Parties, excluding the Existing Hazardous Materials. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to Page 115 i0a:11-111 a the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi -governmental entity without fast obtaining the prior written consent of the Lessor. All work performed or caused to be performed by Tenant as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by Lessor. 4.4.4. Indemnification for Hazardous Materials. (a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials, officers, employees, agents, independent contractors, and the Premises, from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all other professional or consultant's expenses), whether foreseeable or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous Materials. (b) The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans. (c) The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination; provided, however, that the indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the Term of this Ground Lease, or (c) as a result of the grossly negligent or wrongful acts or omissions of Lessor. 4.5 Access by Lessor. Lessor reserves the right for County, Agency and their authorized representatives to enter the Premises upon two (2) business days' prior written notice to Tenant, during normal business hours, in order to determine whether Tenant is complying with Tenant's obligations hereunder, or to enforce any rights given to County or Agency under this Lease. Lessor and its representatives shall report to the Tenant's on -site office and must be accompanied by a representative of Tenant at all times while on the Property and obey Tenant's rules and regulations. Tenant acknowledges Lessor have the authority to enter the Premises and perform work on the Premises at any time as needed to provide immediate or necessary protection for the general public. Lessor will take all necessary measures not to unreasonably interfere with Tenant's business at the Premises in exercising its rights under this Section. Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys' fees, which results fromLessor's willful misconduct or gross negligence, or willful misconduct or gross negligence committed by any party acting under Lessor's authority, of the rights granted by this Section 4.5. Page 116 80A-57 i0a:11-111 a ARTICLE V CONSTRUCTION OF H PROVEMENTS 5.1 Construction of Improvements. 5.1.1. Initial Improvements. Upon the fulfillment of the Preconditions set forth in Section 5.1.2, below, and payment for and issuance of all permits required under the Laws (whether from County or City in their governmental capacity, or otherwise), Tenant shall construct the Initial Improvements. 5.1.2. Preconditions. No work for development of the Initial Improvements shall be commenced, and no building or other materials shall be delivered to the Premises, until: (a) Lessor has provided approval in writing that all the conditions set forth in Section 5 of the Option Agreement have been satisfied; (b) Tenant has obtained a permit through the City, submitted Project design, conceptual development, plans and special provisions for the construction of Improvements in accordance with the Lessor's criteria, standard and practices; (c) Tenant has given Lessor written notice of the proposed commencement of construction of the Premises or the delivery of construction materials in order to allow Lessor to take all necessary actions under California Civil Code section 3094, including posting of a notice of non - responsibility at the Premises; and (d) Tenant has provided to Lessor evidence that (i) Tenant has entered into a Construction Contract with a Contractor in accordance with Section 5.2 below, (ii) Tenant has secured the construction funding required under Section 5.1.4 below, and (iii) Tenant has provided Lessor with assurances sufficient to construct the Initial Improvements in accordance with Section 5.3 below. 5.1.3. Utilities. To the extent not already constructed, Tenant, at no cost to Lessor, shall construct or cause to be constructed all water, gas, heat, light, power, air conditioning, telephone, broadband intemet, and other utilities and related services supplied to and/or used on the Premises at Tenant's sole cost and expense for the purposes of conducting Tenant's operations thereon. All such utilities shall be separately metered from any utilities which may be used by County and/or Agency in conducting its operations, if any, on or about the Premises. Nothing contained in this Section is to be construed or implied to give Tenant the right or permission to install or to permit any utility poles or communication towers to be constructed or installed on the Premises. 5.1.4. Construction Funding. Prior to commencement of construction of the Initial Improvements, Tenant shall provide to Lessor evidence reasonably satisfactory to Lessor of funding available to Tenant that is sufficient to pay for Tenant's estimated total cost of constructing the Initial Improvements, which evidence may consist of (i) a written commitment to Tenant from a Lender selected by Tenant to provide a construction loan to Tenant for the purpose of constructing the Initial Improvements (which may be secured by a Leasehold Mortgage encumbering Tenant's leasehold interest under this Lease), (ii) actual equity funds then held by Tenant or irrevocably committed to be paid to Tenant for the purpose of constructing the Initial Improvements, or (iii) any combination of the foregoing. Tenant may from time to time change any of the foregoing funding sources and the Page 117 FORAM* i0a:11-111 a allocation thereof, so long as the aggregate available funding continues to be sufficient to pay for Tenant's estimated remaining cost of constructing the Initial Improvements, provided that Tenant shall promptly notify Lessor of any such change. 5.1.5. Compliance with Laws and Permits. Tenant shall cause all Improvements made by Tenant to be constructed in substantial compliance with all applicable Laws, including all applicable grading permits, building permits, and other permits and approvals issued by governmental agencies and bodies having jurisdiction over the construction thereof. No permit, approval, or consent given hereunder by County and/or Agency, in their governmental capacity, shall affect or limit Tenant's obligations hereunder, nor shall any approvals or consents given by County and/or Agency, as a Party to this Lease, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations. 5.1.6. Reports. Not less than monthly from the commencement of construction of the Initial Improvements, Tenant shall provide Lessor with written construction status reports in the form of AIA No. G702 ("Application and Certification for Payment") or comparable form, augmented by oral reports if so requested by County or Agency. 5.1.7. Certificate of Occupancy. Tenant shall provide Lessor with a copy of the Certificate of Occupancy promptly following issuance thereof The date of issuance of the Certificate of Occupancy shall be the Commencement Date hereunder. 5.1.8. Insurance. Tenant (or the Contractor, as applicable) shall deliver to Lessor both (i) certificates of insurance evidencing coverage for "builder's risk," as specified in Section 8.1, and (ii) evidence of worker's compensation insurance, which provide the requisite insurance levels in accordance with Article VHL for all persons employed in connection with the construction of any Improvements upon the Premises and with respect to whom death or bodily injury claims could be asserted against County and/or Agency or the Premises. Tenant shall (or shall cause Contractor to) maintain, keep in force and pay all premiums required to maintain and keep in said insurance herein at all times during which construction Work is in progress. 5.1.9. Mechanic's Liens. (a) Payment of Liens. Tenant shall pay or cause to be paid the total cost and expense of all "Work of Improvement," as that phrase is defined in the California Mechanics' Lien law in effect and as amended from time to time. Tenant shall not suffer or permit to be enforced against the Premises or Improvements or any portion thereof, any mechanics', materialmen's, contractors' or subcontractors' liens arising from any work of improvement, however it may arise. Tenant may, however, in good faith and at Tenant's sole cost and expense contest the validity of any such asserted lien, claim, or demand, provided Tenant (or any contractor or subcontractor, as applicable) has famished the release bond (if required by County, Agency or any construction lender) required in California Civil Code section 8000 et seq. (or any comparable statute hereafter enacted for providing a bond freeing the Premises from the effect of such lien claim). In the event a lien or stop -notice is imposed upon the Premises as a result of such construction, repair, alteration, or installation, and provided the lien is not the result of actions of, or work performed by, the Lessor, Tenant shall either: (1) Record a valid Release of Lien, or Page 118 i0a:11-111 a (2) Procure and record a bond in accordance with Section 8424 of the Civil Code, which releases the Premises from the claim of the lien or stop -notice and from any action brought to foreclose the lien, or (3) Post such security as shall be required by Tenant's title insurer to insure over such lien or stop -notice, or (4) Should Tenant fail to accomplish either of the three optional actions above within 30 days after Tenant receives notice of the filing of such a lien or stop -notice, it shall constitute an Event of Default hereunder. (b) Indemnification. Tenant shall at all times indemnify, defend with counsel approved in writing by County and/or Agency and hold County and Agency harmless from all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Premises, and from the cost of defending against such claims, including reasonable attorneys' fees and costs, but excluding any liability resulting from the gross negligence or willful misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. (c) Protection Against Liens. Lessor shall have the right to post and maintain on the Premises any notices of non -responsibility provided for under applicable California law. During the course of construction, Tenant shall obtain customary mechanics' lien waivers and releases. Upon completion of the construction of any Improvements, Tenant shall record a notice of completion in accordance with applicable law. Promptly after the Improvements have been completed, Tenant shall (or shall cause Contractor to) record a notice of completion as defined and provided for in California Civil Code section 8000 et seq. (d) Lessor's Rights. If Tenant (or any contractor or subcontractor, as applicable) does not cause to be recorded the bond described in California Civil Code section 8000 et seq. or otherwise protect the Premises and Improvements under any alternative or successor statute, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Tenant fails to stay the execution of judgment by lawful means or to pay the judgment, Lessor shall have the right, but not the duty to pay or otherwise discharge, stay or prevent the execution of any such judgment or lien or both. Upon any such payment by County and/or Agency, Tenant shall immediately upon receipt of written request therefor by County or Agency, reimburse County and/or Agency for all sums paid by County and/or Agency under this paragraph together with all County and/or Agency's reasonable attorney's fees and costs, plus interest at the Interest Rate from the date of payment until the date of reimbursement. 5.1.10. No Responsibility. Any approvals by County or Agency with respect to any Improvements shall not make County or Agency responsible for the Improvement with respect to which approval is given or the construction thereof. Tenant shall indemnify, defend and hold Lessor harmless from and against all liability and all claims of liability (including, without limitation, reasonable attorneys' fees and costs) arising during the Term of this Lease for damage or injury to persons or property or for death of persons arising from or in connection with the Improvement or construction thereof, but excluding any liability resulting from the gross negligence or willful Page 119 Fi N • F i0a:11-111 a misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. 5.2 Construction Contracts. 5.2.1. Construction Contract. Tenant shall enter into a written contract with a general contractor ("Contractor") for construction of the Initial improvements based upon the "Construction Contract Documents" approved pursuant to the Option Agreement. All construction of the Initial Improvements shall be performed by contractors and subcontractors duly licensed as such under the laws of the State of California. Tenant shall give Lessor a true copy of the contract or contracts with the Contractor. 5.2.2. Assignment to County and/or Agency. Tenant shall obtain the written agreement of the Contractor that, at County and/or Agency's election and in the event that Tenant fails to perform its contract with the Contractor, such Contractor will recognize County and/or Agency as the assignee of the contract with the Contractor, and that County and/or Agency may, upon such election, assume such contract with credit for payments made prior thereto. Notwithstanding the foregoing, the County's and/or Agency's rights under this Section 5.2.2 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.3 Tenant's Assurance of Construction Completion. Prior to commencement of construction of the Initial improvements, or any phase thereof, within the Premises by Tenant, Tenant shall furnish to Lessor evidence that assures Lessor that sufficient monies will be available to complete the proposed construction. The amount of money available shall be at least the total estimated construction cost. Such evidence may take one of the following forms: 5.3.1. Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Tenant, County, Agency and any Leasehold Mortgagees as obligees. 5.3.2. Irrevocable letter of credit issued to Lessor from a financial institution to be in effect until County and Agency acknowledges satisfactory completion of construction; 5.3.3. Cash deposited with the County or Agency (may be in the form of cashier's check or money order or may be electronically deposited); 5.3.4. A completion guaranty, in favor of County and Agency from an Affiliate of The Related Companies of California, LLC, in a form reasonably acceptable to Lessor, coupled with a repayment guaranty in favor of the senior construction lender for its loan; 5.3.4. Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to Lessor. All bonds and letters of credit shall be in a form acceptable to Lessor, County's Risk Manager and City's Risk Manager in their reasonable discretion, and shall insure faithful and full observance and performance by Tenant of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Premises. Page 120 i0a:11-111 a Tenant shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Initial Improvements, and shall name the County and City as an additional obligee on, with the right to enforce, any such bonds. 5.4 Ownership of Improvements. 5.4.1. For purposes of this Section 5.4, "Term" shall have the meaning stated in Section 2.2.3. 5.4.2. During Term. Title to all Improvements constructed or placed on the Premises by Tenant and paid for by Tenant are and shall be vested in Tenant during the Term of this Lease, until the expiration or earlier termination thereof. Any and all depreciation, amortization and tax credits for federal or state purposes relating to the Improvements located on the Premises and any and all additions thereto shall be deducted or credited exclusively by Tenant during the Term. The Parties agree for themselves and all persons claiming under them that the Improvements are real property. 5.4.3. Upon Expiration or Earlier Termination of Term. All Improvements on the Premises at the expiration or earlier termination of the Term of this Lease shall, without additional payment to Tenant, then become Lessor's property free and clear of all claims to or against them by Tenant and free and clear of all Leasehold Mortgages and any other liens and claims arising from Tenant's use and occupancy of the Premises, and with Taxes paid current as of the expiration or earlier termination date. Tenant shall upon the expiration or earlier termination of the Term deliver possession of the Premises and the Improvements to Lessor in good order, condition and repair consistent with the requirements of this Lease and in compliance with all applicable laws and regulations for the occupancy of the Project, taking into account reasonable wear and tear and the age of the Improvements. 5.5 "AS -BUILT" Plans. Within sixty (60) days following completion of any substantial improvement within the Premises, Tenant shall furnish the Lessor a complete set of reproducibles and two sets of prints of "As -Built" plans and a magnetic tape, disk or other storage device containing the "As -Built" plans in a form usable by Lessor, to Lessor's satisfaction, on Lessor's computer aided mapping and design ("CAD") equipment. CAD files are also to be converted to Acrobat Reader (pdf format), which shall be included on the disk or CD ROM. In addition, Tenant shall furnish Lessor copy of the final construction costs for the construction of such improvements. 5.6 Capital Improvement Fund. 5.6.1. Tenant shall establish and maintain a reserve fund (the "Capital Improvement Fund") during the Term of this Lease (as "Term" is defined in Section 2.2) in accordance with the provisions of this Section 5.6 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements during the Term of this Lease. 5.6.2. Tenant and Lessor agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as IIVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the Page 121 .O N • i0a:11-111 a capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements ("Permitted Capital Expenditure(s)"). 5.6.3. The Capital Improvement Fund shall not be used to fund any portion of the construction cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. 5.6.4. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant's reasonable discretion and subject to Lessor's written approval as provided for in Section 5.6.9, below. Tenant shall furnish to the Lessor applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.6.5. The Capital Improvement Fund shall be held in an account established with a Lender acceptable to the Lessor, into which deposits shall be made by Tenant pursuant to Section 5.6.8, below. 5.6.6. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.6 with capital improvement reserves (or replacement reserves) required by Tenant's Leasehold Mortgagees or the Limited Partner, as long as such capital improvement reserves or replacement reserves are in all material respects administered and utilized in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.6. 5.6.7. In the event of default by Tenant and the early termination of this Lease, the Lessor shall have full access to the Capital Improvement Fund, provided the Tenant's Leasehold Mortgagee does not use it within a reasonable time for the purposes stated in this Section 5.6; provided, however, that Lessor's rights under this Section 5.6.7 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.6.8. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total rent collected by Tenant from sub -tenants for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.6. 5.6.9. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.6. For the purpose of obtaining the Lessor's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Lessor on an annual calendar year basis a capital expenditure plan for the upcoming year which details the amount and purpose of anticipated Capital Improvement Fund expenditures ("Capital Improvement Page 122 .O M i0a:11-111 a Plan"). Lessor shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre -approved by Lessor (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Lessor for the Lessor's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the Lessor and provide applicable documentation to the Lessor thereafter for approval. If the Lessor disapproves the emergency expenditure which was not previously approved by Lessor, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the Lessor of its decision. 5.6.10. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant. ARTICLE VI REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION 6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and any and all Improvements now or hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that the Premises does not deteriorate more quickly than its age and reasonable wear and tear would otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in all material respects. Tenant shall immediately notify the Lessor of any damage relating to the Premises. 6.2 Interior Improvements, Additions and Reconstruction of Improvements. Following the completion of construction of the Initial Improvements, Tenant shall have the right from time to time to make any interior improvements to the Improvements that are consistent with the Lessor's approved use of the Premises as reflected in this Lease, without Lessor's prior written consent, but with prior written notice to the Lessor (except in the event of an emergency, in which case no prior written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon as practicable). With prior written approval of Lessor, Tenant may restore and reconstruct the Improvements, and in that process make any modifications otherwise required by changes in Laws, following any damage or destruction thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or improvements to the Improvements for uses consistent with the Lessor approved use of the Premises as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. Page 123 L4 ' • • i0a:11-111 a 6.3 All Other Construction, Demolition, Alterations, Improvements and Reconstruction. Following the completion of construction of the Initial Improvements, and except as specified in Sections 6.1 and 6.2, any construction, alterations, additions, major repairs, demolition, improvements or reconstruction of any kind shall require the prior written consent of the Lessor, which consent shall not be unreasonably conditioned, delayed or withheld and may require their respective governing body's approval (e.g. Board of Supervisors' and City Council approval). Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall: (i) make all alterations, improvements, demolitions, additions or repairs to the Premises and/or the Improvements required to be made by any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; (ii) observe and comply in all material respects with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements (subject to Tenant's right to contest such Laws in accordance with Section 4.4); (iv) indemnify, defend and hold County, Agency, the Premises and the Improvements free and harmless from any and all liability, loss, damages, fines, penalties, claims and actions resulting from Tenant's failure to comply with and perform the requirements of this Article VI. 6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that County, Agency and Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration, improvement, demolition, replacement, addition or repair of any Improvements. 6.6 Lessor Reservations. Without limiting Lessor's rights with respect to the Premises, Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper maintenance and operation of the Premises and to permit any steps to be taken which the Lessor deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the Lessor at their sole discretion, unless otherwise provided herein. ARTICLE VII DAMAGE AND RESTORATION 7.1 Damage and Restoration. In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant may make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Page 124 F R M • i0a:11-111 a Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Notwithstanding Section 17.9, if Tenant terminates this Lease pursuant to this Section 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises. 7.2 Restoration. In the event of any restoration or reconstruction pursuant to this Section, all such work performed by Tenant shall be constructed in a good and workmanlike manner according to and in conformance with the Laws, rules and regulations of all governmental bodies and agencies and the requirements of this Lease applicable to the construction of the Initial Improvements. 7.3 No Rental Abatement. Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of Rent because part or all of the Improvements become untenantable as a result of the partial or total destruction of the Improvements, and Tenant's obligation to keep and perform all covenants and agreements on its part to be kept and performed hereunder, shall not be decreased or affected in any way by any destruction of or damage to the hnprovements; except as otherwise provided herein. 7.4 Application of Insurance Proceeds. If following the occurrence of damage or destruction to the Premises or Improvements, Tenant is obligated to or determines that there are adequate proceeds to restore the Premises and Improvements pursuant to this Article VII, then all proceeds from the insurance required to be maintained by Tenant on the Premises and the Improvements shall be applied to fully restore the same, and, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, any excess proceeds shall be paid to Tenant and any deficit in necessary funds plus the amount of any deductible shall be paid by Tenant. If Tenant after commencing or causing the commencement of the restoration of Premises and Improvements shall determine that the insurance proceeds are insufficient to pay all costs to fully restore the Improvements, Tenant shall pay the deficiency and shall nevertheless proceed to complete the restoration of Premises and the Improvements and pay the cost thereof. Upon lien free completion of the restoration, subject to the rights of the Leasehold Mortgagees, if applicable, any balance of the insurance proceeds remaining over and above the cost of such restoration shall be paid to Tenant. 7.5 Exclusive Remedies. Notwithstanding any destruction or damage to the Premises and/or the Improvements, Tenant shall not be released from any of its obligations under this Lease, except to the extent and upon the conditions expressly stated in this Article VII. County, Agency and Tenant hereby expressly waive the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and agree that their rights shall be exclusively governed by the provisions of this Article VII. 7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as applicable, the hnprovements shall be damaged or destroyed for which the repair and/or replacement cost is fifty percent (50%) or more of then replacement cost of the improvements, then Tenant shall have the option, to be exercised within ninety (90) days after such damage or destruction: 7.6.1. to notify the Lessor of its election to repair or restore the Improvements as provided in this Article VII; or Page 125 FOB N ••, i0a:11-111 a 7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance applicable prior to the date of surrender of the Premises to the Lessor. ARTICLE VIII INSURANCE AND INDEMNITY 8.1 Tenant's Required Insurance. 8.1.1. Tenant agrees to purchase all required insurance at Tenant's expense and to deposit with Chief Real Estate Officer certificates of insurance, including all endorsements required herein, necessary to satisfy Chief Real Estate Officer that the insurance provisions of this Lease have been complied with and to keep such insurance coverage and the certificates and endorsements therefore on deposit with Chief Real Estate Officer during the entire term of this Lease. 8.1.2. Tenant agrees that it shall not operate on the Premises at any time the required insurance is not in full force and effect as evidenced by a certificate of insurance and necessary endorsements or, in the interim, an official binder being in the possession of Chief Real Estate Officer, rent however shall not be suspended. In no cases shall assurances by Tenant, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. Chief Real Estate Officer will only accept valid certificates of insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Tenant also agrees that upon cancellation, termination, or expiration of Tenant's insurance, Chief Real Estate Officer may take whatever steps are necessary to interrupt any operation from or on the Premises until such time as the Chief Real Estate Officer reinstates the Lease. 8.1.3. If Tenant fails to provide Chief Real Estate Officer with a valid certificate of insurance and endorsements, or binder at any time during the term of the Lease, County and Tenant agree that this shall constitute a material breach of the Lease. Whether or not a notice of default has or has not been sent to Tenant, said material breach shall permit Chief Real Estate Officer to take whatever steps are necessary to interrupt any operation from or on the Premises, and to prevent any persons, including, but not limited to, members of the general public, and Tenant's employees and agents, from entering the Premises until such time as the Chief Real Estate Officer is provided with adequate evidence of insurance required herein. Tenant further agrees to hold County harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from Chief Real Estate Officer's action. 8.1.4. All contractors and subcontractors performing work on behalf of Tenant pursuant to this Lease shall obtain insurance subject to the same terms and conditions as set forth herein for Tenant and limits of insurance as described in Section 8.1.6 (e), Section 8.1.6 (f) and Page 126 .O M • i0a:11-111 a Section 8.1.6 (g). Tenant shall not allow contractors or subcontractors to work if contractors have less than the level of coverage required by County under this Lease. It is the obligation of the Tenant to provide written notice of the insurance requirements to every contractor and to receive proof of insurance prior to allowing any contractor to begin work within the Premises. Such proof of insurance must be maintained by Tenant through the entirety of this Lease and be available for inspection by Chief Real Estate Officer at any reasonable time. 8.1.5. All self -insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self -insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, upon review of Tenant's current audited financial report. If Tenant's SIR is approved, Tenant, in addition to, and without limitation of, any other indemnity provision(s) in this Lease, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Tenant's, its agents, employee's or subcontractor's performance of this Lease, Tenant shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Tenant's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Tenant's SIR provision shall be interpreted as though the Tenant was an insurer and the County was the insured. If the Tenant fails to maintain insurance acceptable to the County or City for the full term of this Lease, the County or City may terminate this Lease. 8.1.6. All policies of insurance required under this Article VIII must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property- Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer must be licensed to do business in the state of California. (a) If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the carrier's performance and financial ratings. (b) If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. (c.1) The policy or policies of insurance maintained by the TENANT DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Builder's Risk (during the Construction Period) naming retained General Contractor Project value and no coinsurance provision. Page 127 FOODYNIF46 i0a:11-111 a Commercial General Liability $5,000,000 per occurrence $5,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (c.2) The policy or policies of insurance maintained by the TENANT'S GENERAL CONTRACTOR DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence $10,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $2,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Contractor's Pollution Liability including NODS $5,000,000 per claims made or per occurrence (d) The policy or policies of insurance maintained by the TENANT'S SUBCONTRACTORS DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Page 128 i0a:11-111 a Employer's Liability Insurance (not required for $1,000,000 per occurrence self-employed subcontractors) Contractor's Pollution Liability including NODS $1,000,000 per claims made or per (Required only of those subcontractors involved in occurrence pollution remediation) (e) The policy or policies of insurance maintained by the ARCHITECT - ENGINEER shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Professional Liability (architect, structural, $2,000,000 per occurrence electrical engineer, mechanical/plumbing engineering, environmental engineer, civil engineer, $2,000,000 aggregate landscape architect, and geotechnical engineer) Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (f) The policy or policies of insurance maintained by the TENANT AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence Including Sexual Misconduct (defined as abuse, $5,000,000 aggregate molestation and assault and battery) Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Commercial Property Insurance on an "All Risk" or 100% of the Replacement Cost Value "Special Causes of Loss" basis coverin all Page 129 FOODIM11 i0a:11-111 a buildings, contents and any tenant improvements and no coinsurance provision including Business Interruption/Loss of Rents with a 12 month limit Contractor shall provide a builder's risk policy providing coverage for the full project value and no coinsurance provision. The policy shall provide coverage for all perils excluding earthquake, and flood. Contractor is responsible for any deductible amount. The County of Orange and the Housing Authority of the City of Santa Ana shall be named as Loss Payees as its financial interests may appear. This shall be evidenced by a Loss Payee endorsement which shall accompany the Certificate of Insurance. The Builder's Risk policy shall not be required to cover any tools, equipment, or supplies, unless such tools, equipment, or supplies are part of the Work being constructed. The Contractor shall be responsible for securing and maintaining appropriate insurance on any tools, equipment, or supplies that are not part of the work being constructed. The County and the Contractor waive all rights against each other and the subcontractors, sub - subcontractors, officers, and employees of each other, and the Contractor waives all rights against County's separate contractors, if any, and their subcontractors, sub -subcontractors, officers and employees for damages caused by fire or other perils to the extent paid by the Builder's Risk insurance, except such rights as they may have to the proceeds of such insurance. The Contractor shall require of its subcontractors and sub -subcontractors by appropriate agreements, similar waivers, each in favor of all other parties enumerated in the preceding sentence. (g) The policy or policies of insurance maintained by the TENANT'S CONTRACTOR AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below when performing maintenance and minor work after the building is in operation: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence 8.1.7. Required Coverage Forms. (a) The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. Page130 80A-71 i0a:11-111 a (b) The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. 8.1.8. Required Endorsements. The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, agents as Additional Insureds. Blanket coverage may also be provided which will state, as required by Lease. 2) A primary non-contributing endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the TENANT'S insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 (ed.04/13) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/85). (Pertains to contractors and subcontractors performing major construction). Contractors shall maintain Products and Completed Operations coverage for ten (10) years following completion of construction. The Contactors Pollution Liability and Pollution Liability policies shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, and agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by County shall be excess and non-contributing. (a) The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees. (b) All insurance policies required by this Lease shall waive all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. (c) The Commercial Property Building policy shall include the County of Orange and City of Santa Ana as both Named Insureds. A Certificate of Insurance shall be submitted as evidence of this requirement. The Builders' Risk policy shall be endorsed to include the County of Orange and City of Santa Ana as Loss Payees. A Loss Payee endorsement shall be submitted with the Certificate of Insurance as evidence of this requirement. (d) Tenant shall notify County and City in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to the County and City. Failure to provide written notice of cancellation may Page131 80A-72 i0a:11-111 a constitute a material breach of the Lease, after which the County or City may suspend or terminate this Lease. (e) The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 001 policy). (f) If Contractor's Pollution Liability and Pollution Liability are claims -made policies, Contractor shall agree to maintain coverage for five (5) years following completion of the construction. If Contractor's Professional Liability is a claims -made policy, Contractor shall agree to maintain coverage for ten (10) years following the completion of construction. Products and Completed Operations coverage shall be maintained for ten (10) years following the completion of construction. (g) Insurance certificates should be forwarded to County and City addresses provided in Section 18.19 below. Tenant has ten (10) business days to provide adequate evidence of insurance or it shall constitute an Event of Default. (h) County or City expressly retains the right to require Tenant to increase or decrease insurance of any of the above insurance types throughout the term of this Lease which shall be mutually agreed upon by County, City and Tenant. (i) Chief Real Estate Officer shall notify Tenant in writing of changes in the insurance requirements consistent with subsection (h) above. If Tenant does not deposit copies of certificates of insurance and endorsements with Chief Real Estate Officer incorporating such changes within thirty (30) days of receipt of such notice, it shall constitute an Event of Default. 0) The procuring of such required policy or policies of insurance shall not be construed to limit Tenant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Lease, nor in any way to reduce the policy coverage and limits available from the insurer. 8.2 Indemnification. Tenant agrees to assume all risks, financial or otherwise, associated with the Premises. Tenant hereby releases and waives all claims and recourse against Lessor, including the right of contribution for loss or damage of persons or property, arising from, growing out of or in any way connected with or related to this Lease, including any damage to or interruption of use of the Premises including, but not limited to, loss of business, damage to, destruction of, or relocation costs of Tenant's Improvements or impaired utility of the Premises caused by erosion, flood, or flood overflow, or caused by any action undertaken in the operation, maintenance, repair, reconstruction, replacement, enlargement or improvement of the Premises except claims arising from the gross negligence or willful misconduct of County or Agency, their officers, agents, employees and contractors. Tenant hereby agrees to indemnify, defend (with counsel approved in writing by Lessor), and hold harmless, County and the Agency, their respective elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property, arising out of the operation or maintenance of the Premises, and/or Tenant's exercise of the rights under this Lease, except for liability arising out of the gross negligence or willful misconduct of County or Agency, their elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom, and except for claims arising after the later to occur of the expiration or earlier termination of the Term, or the date Tenant vacates the Premises. If County and/or Agency Page132 i0a:11-111 a is named as co-defendant in a lawsuit in connection with this Lease, Tenant shall notify Lessor of such fact and shall represent the County and/or Agency in such legal action unless County or Agency undertakes to represent themselves as co-defendant in such legal action, in which event, Tenant shall pay to Lessor their litigation costs, expenses, and reasonable attorneys' fees. If judgment is entered against County and/or Agency and Tenant by a court of competent jurisdiction because of the concurrent active negligence of County and/or Agency and Tenant, County, Agency and Tenant agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. A judgment or other judicial determination regarding Lessor's negligence shall not be a condition precedent to Tenant's obligations stated in this Section. Tenant acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party. Tenant, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this paragraph. The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination. This Section 8.2 notwithstanding, indemnification with respect to Hazardous Materials shall be governed by Section 4.4.4. 8.3 Damage to Tenant's Premises. Lessor shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise, or other property of Tenant, of Tenant's employees, invitees, customers, or of any other person in or about the Premises or the Improvements caused by or resulting from any peril which may affect the Premises or Improvements, including fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises or the Improvements, whether such damage or injury results from conditions arising upon the Premises or from other sources; provided, however, Lessor shall be liable for injury or damage under this Section 8.3 resulting from County or Agency, their elected and appointed officials, officers, agents, employees or contractor's gross negligence or willful misconduct. ARTICLE IX CONDEMNATION 9.1 Definitions. 9.1.1. "Condemnation" means (i) the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi -public use under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while condemnation legal proceedings are pending. 9.1.2. "Date of Tatting" means the later of (i) the date actual physical possession is taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises. Page133 i0a:11-111 a 9.1.3. "Award" means all compensation, sums or anything of value awarded, paid or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether pursuant to judgment or by agreement or otherwise. 9.1.4. "Condemnor" means any public or quasi -public authority or private corporation or individual having the power of condemnation. 9.1.5. "Total Taking" means the taking by Condemnation of all of the Premises and all of the Improvements. 9.1.6. "Substantial Taking" means the taking by Condemnation of so much of the Premises or Improvements or both that one or more of the following conditions results, as reasonably determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and Improvements a practical improvement and reasonably suited for the uses and purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on the Premises would be materially and substantially prevented or impaired. 9.1.7. "Partial Taking" means any taking of the Premises or Improvements that is neither a Total Taking nor a Substantial Taking. 9.1.8. `Notice of Intended Condemnation" means any notice or notification on which a reasonably prudent person would rely and which he would interpret as expressing an existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice is considered to have been received when a Party receives from the Condemnor a notice of intent to condemn, in writing, containing a description or map reasonably defining the extent of the Condemnation. 9.2 Notice and Representation. 9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified below shall promptly notify the other Party (and the Limited Partner, if during the Compliance Period) of the receipt, contents and dates of such notice: (i) a Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of Condemnation. 9.2.2. Separate Representation. County, Agency and Tenant each have the right to represent its respective interest in each Condemnation proceeding or negotiation and to make full proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the consent of County, Agency and Tenant. County, Agency and Tenant shall each execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to Condemnation. Page134 i0a:11-111 a 9.3 Total or Substantial Taking. 9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of Taking 9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, by notice to Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed a Partial Taking. 9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises and Improvements until the Condemnor takes physical possession. At any time following Notice of Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, elect to relinquish possession of the Premises to Lessor before the actual Taking. The election shall be made by notice declaring the election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant's right to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant relinquishes possession. 9.3.4. Apportionment of Award. On a Total Taking all sums, including damages and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally determined by the court with jurisdiction over the Condemnation proceedings in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive compensation for the value of its leasehold estate under this Lease including its fee interest in all Improvements, personal property and trade fixtures located on the Premises, its relocation and removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled under applicable law. 9.4 Partial Taking. 9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to any refund of the Base Rent. 9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall repair, alter, modify or reconstruct the Improvements ("Restoring") so as to make them reasonably suitable for Tenant's continued occupancy for the uses and purposes for which the Premises are leased. 9.4.3. Apportionment of Award. On a Partial Taking, Lessor shall be entitled to receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) Tenant shall be entitled to receive any portion of such award allocated to Tenant's interest in any of Tenant's Improvements, Personal property and trade fixtures taken, and any part of the award attributable to the low income housing tax credits. 9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the right to Page135 i0a:11-111 a terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article IX. ARTICLE X ASSIGNMENT, SUBLETTING AND ENCUMBERING 10.1 General. Except as provided in Sections 10.3 and 17.6.4, below, Tenant shall not mortgage, pledge, hypothecate, encumber, transfer, sublease Tenant's interest in this Lease or assign (including an assignment by operation of law) Tenant's interest in the Premises or Improvements or any part or portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of the Lessor, which consent may not be unreasonably withheld, conditioned or delayed. Lessor's consent may be subject to approval by their respective governing bodies (e.g. Board of Supervisors and City Council). Tenant's failure to obtain the Lessor's written consent to a Transfer shall render such Transfer void. Occupancy of the Premises by a prospective transferee, sublessee, or assignee prior to Lessor's written consent of a Transfer shall constitute an Event of Default, except as set forth in Section 10.3, below. 10.1.1. Except as provided in Section 10.3, below, if Tenant hereunder is a corporation, limited liability company, an unincorporated association or partnership, the sale or transfer of any stock or interest in said corporation, company, association and partnership in the aggregate exceeding 25% shall require the written consent of the Lessor, as set forth in Section 10.3, above, which consent may not be unreasonably withheld, conditioned or delayed. 10.1.2. Should Lessor consent to any Transfer, such consent and approval shall not constitute a waiver of any of the terms, conditions, covenants, restrictions or reservations of this Lease nor be construed as Lessor's consent to any further Transfer. Such terms conditions, covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally binding upon each and every party thereto. Any document to regarding the Transfer of the Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any such inconsistency, the provisions of this Lease shall control. 10.1.3. This Section shall not be interpreted to prohibit, disallow or require Lessor's consent to space leases (subleases of less than Tenant's entire Lease interest), including leases of individual residential units in the Improvements, which are consistent with the approved uses under this Lease. 10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or hypothecate Lessor's Fee Interest, other than as required by TCAC pursuant to its lease rider, if any, and previously approved by Lessor prior to the Effective Date of this Lease, in connection with the award of low income housing tax credits to Tenant. 10.3 Excluded Transfers. Lessor's consent, as set forth in Section 10.1, above, shall not be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a "Permitted Transferee"), provided, however, that (1) Tenant shall notify Lessor of such Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall provide Lessor with information regarding the transferee evidencing that the Transfer falls within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if such Transfer involves an assignment of Tenant's rights under this Lease, Tenant or such Page136 80A-77 i0a:11-111 a transferee shall provide Lessor with a written assumption of Tenant's obligations and liabilities under this Lease executed by such transferee in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. 10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to an Excluded Transfer, which shall be governed by Sections 1.1.21 and 10.3, above. If Tenant desires at any time to enter into a Transfer for which Lessor's consent is required hereunder, Tenant shall provide Lessor with written notice ("Transfer Notice") at least ninety (90) days prior to the proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.), (iii) the proposed effective date of the Transfer, (iv) income statements and "fair market" balance sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years (provided however, if the proposed transferee is a newly formed entity and has not been in existence for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a detailed description of the proposed transferees qualifications and experience that demonstrates the transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after Lessor's receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor withhold consent to the proposed Transfer, setting forth a detailed explanation of Lessor's grounds for doing so. If Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific terms of the Lessor's approval and after execution of a consent to assignment by Lessor in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.4 shall not apply to any Transfer to a Foreclosure Transferee. 10.5 Liability of Transferors/Transferees For Lease Obligations. In the case of an assignment, including an assignment pursuant to Section 17.6.5, each Permitted Transferee and any other assignees or transferees of this Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5, the transferor may be released from all liability under this Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor evidence of sufficient and adequate assets, including any required insurance policies, subject to approval by Lessor, which approval shall not be unreasonably withheld, that evidence said Permitted Transferee's or other transferees' financial and otherwise competence to assume transferor's obligations and liability (an "Approved Release"). Except as otherwise provided in Section 17.6.5 and except for an Approved Release, for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. Notwithstanding anything to the contrary contained herein, Lessor consent shall not be required for any of the Page137 FOODYAWOO i0a:11-111 a following: (i) the exercise by the Limited Partner of its rights pursuant to Tenant's Partnership Agreement to remove the general partner of the Tenant and appoint the Limited Partner or an affiliate thereof as interim general partner of the Tenant; (ii) the exercise by the Limited Partner of its right to enforce any repurchase requirements under Tenant's Partnership Agreement; and/or (iii) a transfer by the Limited Partner of its partnership interest in Tenant to an Affiliate of the Limited Partner. 10.6 Conditions of Certain Lessor Consent. 10.6.1. Lessor may withhold consent to a Transfer (excluding Excluded Transfers which shall not require Lessor consent) at its and absolute sole discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor's obligations and liabilities. (d) The construction of the Initial Improvements has not been completed. (e) Any construction required of Tenant as a condition of this Lease has not been completed. (f) All the material terms, covenants, and conditions of the Transfer that are relevant to the Lessor's approval of the Transfer have not been disclosed in writing to the Lessor. 10.7 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written consent of Tenant, Leasehold Mortgagee and the Limited Partner (provided, the Limited Partner's consent shall be required only during the tax credit compliance period). Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall be expressly subject and subordinate to this Lease, to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor's fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the Lessor hereunder. ARTICLE XI DEFAULT AND REMEDIES 11.1 Event of Default. Each of the following events shall constitute an "Event of Default" by Tenant: 11.1.1. Failure to Pay. Tenant's failure or omission to pay any Rent or other sum payable hereunder on or before the date due where such failure shall continue for a period of five (5) Page138 i0a:11-111 a days after written notice thereof from Lessor to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure § 1161 et seq. 11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform any of its obligations under this Lease (other than those specified in Sections 11.1.1, 11.1.3, 11.1.6, or 11.1.8 herein, which have their own notice and cure periods), where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.; provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more than thirty (30) days are reasonably required for its cure (for any reason other than financial inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) days, and thereafter diligently pursues such cure to completion. 11.1.3. Abandonment. The abandonment (as defined in California Civil Code Section 1951.3) or vacation of the Premises by Tenant for a period of thirty (30) days or more. 11.1.4. Assignments. (a) The making by Tenant of any assignment of its leasehold estate under this Lease without Lessor's consent, as set forth in Article X; (b) A case is commenced by or against Tenant under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Tenant, the same is not dismissed within ninety (90) days of such commencement; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days; or (d) Tenant's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Tenant in and to the Premises shall become an asset in any of such proceedings. 11.1.5. Failure to Reimburse Lessor. Tenant's failure to reimburse the Lessor pursuant to Section 3.6.4. 11.1.6. Termination of and Failure to Reinstate Insurance Coverage. Termination of Tenant's insurance coverage and lack of reinstatement within ten (10) business days after notice from Lessor of such termination. 11.1.7. Failure to Provide Evidence of Insurance. Tenant's failure to provide Lessor with a valid and adequate certificate of insurance and endorsements, or binder, at any time during the Term of the Lease, within the time period required under Section 8.1.3. Page139 Fi M i i0a:11-111 a 11.1.8. Lessor's Consent and Approval of Transfer. Occupancy of the Premises by a prospective transferee, sublessee, or assignee which requires Lessor's consent or approval, before Lessor's written consent and approval of a Transfer is obtained as required in Section 10.1. 11.1.9. Tenant's failure to make Additional Rent payment(s) as set forth in Sections 11.3 and 11.10 11.2 Lessor's Remedies. If an Event of Default occurs, Lessor shall have the following remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort cumulatively or in the alternative: 11.2.1. Termination of Lease. Subject to Article 17, as applicable, Lessor shall have the right to terminate this Lease and all rights of Tenant hereunder including Tenant's right to possession of the Premises. hi the event that Lessor shall elect to so terminate this Lease then Lessor may recover from Tenant: (a) The worth at the time of award of the unpaid Rent and other charges, which had been earned as of the date of the termination hereof, plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus (e) Subject to the rights of any Leasehold Mortgagees and TCAC, the funds in the Capital Improvement Fund; plus (f) Any other amount which Lessor may by law hereafter be permitted to recover from Tenant to compensate Lessor for the detriment caused by Tenant's default as permitted under applicable California law. The term "Rent" as used herein shall mean as defined in Section 1.1.41. Additional Rent shall be computed on the basis of the average monthly amount thereof accruing during the 24-month period immediately prior to default, except that if it becomes necessary to compute such Additional Rent before such 24-month period has occurred, then it shall be computed on the basis of the average monthly amount during such shorter period. As used in Sections 11.2.1(a) and 11.2.l(b) above, the "worth at the time of award" shall be computed by allowing interest at the Interest Rate. As used in Sections 11.2.1 (c) above, the "worth at the time of award" shall be computed by discounting such Page 140 i0a:11-111 a amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but not in excess of the Interest Rate. 11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without terminating Tenant's right to possession and to enforce all of Lessors rights and remedies under this Lease, at law or in equity, including the right to recover the Rent as it becomes due under this Lease; provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the underlying Event(s) of Default by notifying Tenant in writing that Tenant's right to possession of the Premises has been terminated. 11.2.3. Removal of Personal Property Following Termination of Lease. Lessor shall have the right, following a termination of this Lease and Tenant's rights of possession of the Premises under Section 11.2.1 above, to re-enter the Premises and, subject to applicable law, to remove Tenant's personal property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or disposed of without such storage, in accordance with applicable California law. 11.3 Lessor's Right to Cure Tenant Defaults. If Tenant shall have failed to cure, after expiration of the applicable time for curing, a particular default under this Lease, Lessor may at their election, but are not obligated to, make any payment required of Tenant under this Lease or perform or comply with any tern, agreement or condition imposed on Tenant hereunder, and the amount so paid plus the reasonable cost of any such performance or compliance, plus interest on such sum at the Interest Rate from the date of payment, performance or compliance until reimbursed shall be deemed to be Additional Rent payable by Tenant on Lessor's demand. Tenant's failure to reimburse the County and/or Agency within 30 days of Lessor's demand shall constitute an Event of Default under this Lease. No such payment, performance or compliance shall constitute a waiver of default or of any remedy for default, or render County and/or Agency liable for any loss or damage resulting from the same. 11.4 Lessor's Default. Lessor shall not be considered to be in default under this Lease unless Tenant has given Lessor written notice specifying the default, and either (i) as to monetary defaults, Lessor have failed to cure the same within ten (10) business days after written notice from Tenant, or (ii) as to nonmonetary defaults, Lessor have failed to cure the same within thirty (30) days after written notice from Tenant, or if the nature of Lessor's nonmonetary default is such that more than thirty (30) days are reasonably required for its cure, then such thirty (30) day period shall be extended automatically so long as County and/or Agency commences a cure within such thirty (30) day period and thereafter diligently pursues such cure to completion. Tenant shall have no right to offset or abate alleged amounts owing by County and/or Agency under this Lease against any amounts owing by Tenant under this Lease. Additionally, Tenant's sole remedy for any monetary default shall be towards the Lessor's interest in the property and not to any other assets. Any and all claims or actions accruing hereunder shall be absolutely barred unless such action is commenced within six (6) months of the event or action giving rise to the default. 11.5 Remedies Cumulative. All rights and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. Page141 FOOMMOON i0a:11-111 a 11.6 Waiver by Lessor. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Tenant hereunder. The acceptance by Lessor of Rent or any other sums hereunder shall not be (a) a waiver of any preceding breach or default by Tenant of any provision thereof, other than the failure of Tenant to pay the particular rent or sum accepted, regardless of Lessor's knowledge of such preceding breach or default at the time of acceptance of such rent or sum, or (b) waiver of Lessor's right to exercise any remedy available to Lessor by virtue of such breach or default. No act or thing done by County or Agency's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. 11.7 Interest. Any installment or Rent due under this Lease or any other sums not paid to Lessor when due (other than interest) shall bear interest at the Interest Rate from the date such payment is due until paid, provided, however, that the payment of such interest shall not excuse or cure the default. 11.8 Conditions Deemed Reasonable. Tenant acknowledges that each of the conditions to a Transfer, and the rights of Lessor set forth in this Article X in the event of a Transfer is a reasonable restriction for the purposes of California Civil Code Section 1951.4. 11.9 Waiver by Tenant. Tenant's waiver of any breach by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. 11.10 Tenant Covenants and Agreements. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expenses and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Tenant within the time period required under this Lease, then in addition to any other remedies provided herein, Lessor may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act on Tenant's part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by Lessor on Tenant's behalf shall not give rise to any responsibility of Lessor to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by Lessor in connection therewith, together with interest at the Interest Rate from the date incurred or paid by Lessor, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant within thirty (30) days of receipt of a demand and invoice from Lessor, and Tenant's failure to pay the Lessor, as stated herein, shall constitute an Event of Default under this Lease. ARTICLE XII HOLDING OVER If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Lessor, Tenant shall become a Tenant at sufferance only, at a monthly rental rate of (a) Fifty Thousand Dollars ($50,000) to the extent the Premises are not subject to any tenant income or rent restrictions and all units may be rented at market -rate rents, or (b) Twenty Five Thousand Dollars ($25,000) to the extent the Premises are subject to any tenant income or rent restrictions ("Hold Over Rent"), increased annually commencing with commencement of the hold Page142 FOOMMOOK i0a:11-111 a over period by an amount equal to the greater of (i) three percent (3%) for each year of the Term, or (ii) a percentage equal to the percentage increase from the Base Period of the Consumer Price Index ("CPI") for Los Angeles- Riverside -Orange County [All Urban Consumers -All Items, not seasonally adjusted (Base Period 1982-84=100)]. Said CPI for the month of December for the second year of the Term shall be considered the `Base Period." Said adjustment shall be made by comparing the CPI for the Base Period to the CPI for the month of December immediately preceding each such adjustment. If at any time there shall not exist the CPI, Lessor shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence, and shall be most nearly equivalent thereto. If Tenant fails to surrender the Premises and the Improvements as stated herein, and Lessor shall take legal action to cause Tenant's eviction from the Premises and is successful in such action, Tenant shall be responsible for all costs and expenses, including reasonable attorney's fees and costs, incurred by County and/or Agency in connection with such eviction action; Tenant shall also indemnify and hold Lessor harmless from all loss or liability or reasonable attorney's fees and costs, including any claim made by any succeeding tenant, incurred by County and/or Agency founded on or resulting from such failure to surrender. ARTICLE XIII ESTOPPEL CERTIFICATES At any time and from time to time, within ten (10) business days after written request by either County, Agency or Tenant (the "requesting party"), the other Party (the "responding party") shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party, and/or to such other beneficiary (as described below) as the requesting party shall request, certifying (i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that, to the actual knowledge of the responding party, there are no then existing and uncured defaults under the Lease by either County, Agency or Tenant, or, if any such defaults are known, identifying the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the responding party) as may be reasonably requested by the requesting party. Such certificate may designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender) and any such certificate may be relied upon by the Parties. ARTICLE XIV FORCE MAJEURE Unless otherwise specifically provided herein, the period for performance of any nonmonetary obligation by either Party shall be extended by the period of any delay in performance caused by Acts of God, strikes, boycotts, lock -outs, inability to procure materials not related to the price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Premise from being operated in accordance with this Lease, or other reasons beyond the reasonable control of County, Agency, Tenant, or their respective agents or representatives (collectively, "Force Majeure Events"). In no event, however, shall Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its obligations hereunder. Further, nothing herein shall extend the time for performance of any monetary obligation owing under this Lease (including Tenant's obligation to pay Rent owing hereunder). Page143 .I ' • • I i0a:11-111 a ARTICLE XV RECORDS AND ACCOUNTS 15.1 Financial Statements. Within one hundred eighty (180) after the end of each accounting year, Tenant shall at his own expense submit to Auditor -Controller and the Agency a balance sheet and income statement prepared by a Certified Public Accountant ("CPA") who is a member of the American Institute of Certified Public Accountants ("AICPA") and the California Society of CPAs, reflecting business transacted on or from the Premises during the preceding accounting year. The Certified Public Accountant must attest that the balance sheet and income statement submitted are an accurate representation of Tenant's records as reported to the United States of America for income tax purposes. At the same time, Tenant shall submit to Auditor - Controller and Agency a statement certified as to accuracy by a Public Accountant who is a member of AICPA and the California Society of CPAs, wherein the total Gross Receipts for the accounting year are classified according to the categories of business established for percentage rent and listed in Section 3.4.l(d) and for any other business conducted on or from the Premises. Tenant shall provide Lessor with copies of any CPA's management letters prepared in conjunction with their audits of Tenant's operations from the Premises. Copies of management letters shall be provided directly to Lessor by the CPA at the same time Tenant's copy is provided to Tenant. In the event that when such financial statements are submitted, the Tenant has a budget for the following accounting year, Tenant, at the same time, shall also provide Lessor with such budget. 15.1.1. Tenant acknowledges its understanding that any and all of the Financial Statement submitted to the Lessor pursuant to this Lease become Public Records and may be subject to public inspection and copying pursuant to §§ 6250 et. seq. of the California Government Code. 15.1.2. All Tenant's books of account and records and supporting source documents related to this Lease or to business operations conducted within or from the Premises shall be kept and made available at one location within the limits of the County unless an alternative location is approved in writing by the Lessor. Lessor shall, through their duly authorized agents or representatives, have the right to examine and audit said books of account and records and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof in connection with such Sections of this Lease as the Parties mutually and reasonably agree the audit is relevant thereto. 15.2 Reports. In the event that the Tenant commissions, requests or is required to produce any reports related to the physical condition of the Improvements or Premises, Tenant shall submit copies of such reports to Lessor along with the financial statements required above in Section 15.1. ARTICLE XVI OPERATIONAL OBLIGATIONS OF TENANT 16.1 Standards of Operation. 16.1.1. Tenant shall operate the Premises in a manner reasonably comparable to other comparable facilities or businesses within the County of Orange. Tenant shall at all times during the Term provide adequate security measures to reasonably protect persons and property on the Premises. Page144 FOOMMOOP i0a:11-111 a 16.1.2. The ultimate purpose of this Lease is to permit the construction and operation of a multifamily affordable residential rental development, including permanent supportive housing, in accordance with Section 4.1.1. Accordingly, Tenant covenants and agrees to operate said Premises fully and continuously to accomplish said purposes and not to abandon or vacate the Premises at any time. 16.1.3. The facilities on the Premises shall be operated during normal business hours, subject to any temporary interruptions in operations or closures due to ordinary maintenance and repair and any Force Majeure Event, defined in Article XIV above. 16.2 Protection of Environment. Tenant shall take all reasonable measures available to: 16.2.1. Avoid any pollution of the atmosphere or littering of land or water caused by or originating in, on, or about Tenant's facilities. 16.2.2. Maintain a reasonable noise level on the Premises so that persons in the general neighborhood will be able to comfortably enjoy the other facilities and amenities in the area. 16.2.3. Prevent the light fixtures of the Premises from emitting light that could negatively affect the operation of cars, boats, or airplanes in the area. 16.2.4. Prevent all pollutants from Tenant's operations on the Premises from being discharged, including petroleum products of any nature, except as may be permitted in accordance with any applicable permits or as permitted by applicable Law. Tenant and all of Tenant's agents, employees and contractors shall conduct operations under this Lease so as to ensure that pollutants do not enter the municipal storm drain system (including but not limited to curbs and gutters that are part of the street systems), or directly impact receiving waters (including but not limited to rivers, creeks, streams, estuaries, lakes, harbors, bays and the ocean), except as may be permitted by any applicable permits or as permitted by applicable law. 16.2.5. The Lessor may enter the Premises in accordance with Section 4.5 and/or review Tenant records at all reasonable times to assure that activities conducted on the Premises comply with the requirements of this Section. 16.3 On -Site Manager. Tenant shall employ a competent manager who shall be responsible for the day-to-day operation and level of maintenance, cleanliness, and general order for the Premises. Such person shall be vested with the authority of Tenant with respect to the supervision over the operation and maintenance of the Premises, including the authority to enforce compliance by Tenant's agents, employees, concessionaires, or licensees with the terms and conditions of this Lease and any and all rules and regulations adopted hereunder. Tenant shall notify Lessor in writing of the name of the Manager currently so employed as provided in Section 19.20 of this Lease. 16.4 Policies and Procedures to be Established by Tenant. Prior to the completion of construction, Tenant shall submit to Lessor proposed policies and procedures pertinent to the operation of the multifamily affordable residential rental development and manner of providing the uses required by this Lease ("Policies and Procedures"). Page145 FOODIMT461� i0a:11-111 a ARTICLE XVII LEASEHOLD MORTGAGES 17.1 Definitions. The following definitions are used in this Article (and in other Sections of this Lease): 17.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, or any applicable portion thereof or interest therein. 17.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a Leasehold Mortgage. 17.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, security deed, conditional deed, deed to secure debt or any other security instrument (including any assignment of leases and rents, security agreement and financing statements) held by a Lender by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a purchase money obligation. 17.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a Leasehold Mortgage. 17.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) an approved assignee, transferee or subtenant of the Tenant under this Lease who is or becomes directly and primarily liable to Lessor; and (iii) any further assignee, transferee or subtenant of any of the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. 17.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at any time during the Term of this Lease (with consent of Lessor after prior written notice providing evidence that all requirements of this Lease have been complied with, which consent shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: 17.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after completion; 17.2.2. That Tenant shall not have the power to encumber, and no Leasehold Mortgage shall encumber, Lessor's Fee Interest; 17.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor hereunder; and Page 146 FOODIX40h i0a:11-111 a 17.2.4. Nothing in this Lease shall be construed so as to require or result in a subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold Mortgage, and; 17.2.5. Except as otherwise expressly provided herein, in the event of any conflict between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the provisions of this Lease shall control. Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this Section 17.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant's obligations and liabilities under this Lease. Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to the Premises by foreclosure or deed in lieu thereof, any required consent of the Lessor under this Section 17.2 shall not be unreasonably withheld. 17.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for purposes of giving any notices required by this Article XVII. 17.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same cure period for such default (or act or omission which is the subject matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by County, Agency and the Tenant, to commence and/or complete a cure of such default (or act or omission which is the subject matter of such notice). Lessor shall accept any and all performance by or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action at such Leasehold Mortgagee's option, and hereby authorizes any Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. 17.5 Limitation on Lessor's Termination Right. If following the delivery of notice pursuant to Section 17.4, above, the default by Tenant continues and is not cured by Tenant (or any Page147 M . . i0a:11-111 a Leasehold Mortgagee as allowed under Section 17.4, above), and such failure entitles County and/or Agency to terminate this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall notify in writing each and every Leasehold Mortgagee who has complied with Section 17.3 of Lessor's intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination. If any Leasehold Mortgagee, within such sixty (60) day period, (i) notifies Lessor of such Leasehold Mortgagee's desire to cure such default and initiates such cure and (ii) pays or cause to be paid the amount that is necessary to cure any monetary default as stated in such notice, if any, then Section 17.6 shall apply. The Lessor, at its sole discretion, may permit such additional time as necessary for any Leasehold Mortgagee to commence the cure or make payment(s), as stated herein. If any Leasehold Mortgagee and Limited Partner fails to respond to said notice of termination within the allotted sixty (60) days as consistent with the conditions of this Section 17.5, Lessor are entitled to immediately terminate this Lease. 17.6 Leasehold Mortgagee Foreclosure Period. If any Leasehold Mortgagee complies with Section 17.5 above, then the following provisions shall apply: 17.6.1. If Lessor's notice under Section 17.5 specifies only monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, then such payment shall be deemed to have cured the Event of Default. If Lessor's notice under Section 17.5 specifies both monetary and non -monetary Events of Default or non -monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, as applicable, then the date of termination specified in Lessor's notice shall be extended for a period of twelve (12) months, provided that such Leasehold Mortgagee shall, during such twelve (12) month period: (a) pay or cause to be paid all Rent under this Lease as the same becomes due (subject to the notice and cure rights expressly set forth herein); and (b) continue (subject to any stay as described in Section 17.6.2 below) its good faith efforts to perform (and complete performance of) all of Tenant's nommonetary obligations under this Lease, excepting nonmonetary obligations (whether or not a default exists with respect thereto) that are not then reasonably susceptible of being cured by Leasehold Mortgagee; and (c) commence and pursue with reasonable diligence until completion (subject to any stay as described in Section 17.6.2 below) a judicial or nonjudicial foreclosure or other enforcement of remedies under its Leasehold Mortgage. 17.6.2. In the event of a judicial or non judicial foreclosure, the twelve (12) month period described in Section 17.6.1, above, shall automatically be extended by the length of any delay caused by any stay (including any automatic stay arising from any bankruptcy or insolvency proceeding involving Tenant), injunction or other order arising under applicable Laws or issued by any court (which term as used herein includes any other governmental or quasi -governmental authority having such power) (the foregoing being collectively referred to as a "Stay"). Further, Leasehold Mortgagee's obligations stated in Section 17.6.1(b) and (c) shall be automatically suspended during any period that any Stay prevents Leasehold Mortgagee from taking any such actions. Nothing herein, however, shall be construed to extend this Lease beyond the Term hereof nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the Event of Default has been cured. If the Event of Default has been cured and the Leasehold Mortgagee shall Page148 FA . • L • i0a:11-111 a discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 17.6.3. In the event the Leasehold Mortgage requires a new lease between the Lessor and the Leasehold Mortgagee, Lessor shall enter into such new lease with the Leasehold Mortgagee pursuant to Section 17.7, below, provided Lessor are provided with the necessary and adequate documents related to the new lease requirements in the Leasehold Mortgage as described in Section 17.7. 17.6.4. So long as any Leasehold Mortgagee is complying with Sections 17.6.1 and 17.6.2 above, then upon the acquisition of Tenant's Leasehold Estate by a Leasehold Foreclosure Transferee, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease; provided that no Leasehold Foreclosure Transferee shall have any liability for the performance of any of the Tenant's obligations under this Lease until the Leasehold Foreclosure Transferee has acquired the Tenant's interest under the Lease, and then the Leasehold Foreclosure Transferee shall be liable for the performance of only those obligations of the Tenant arising from and after the effective date of the Leasehold Foreclosure Transferee's acquisition of the Tenant's Leasehold Estate. Any such Leasehold Foreclosure Transferee shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the effective date on which such Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 17.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold Foreclosure Transferee, upon acquiring title to Tenant's Leasehold Estate without obtaining Lessor's consent and provided it is not in default of any of the provisions of this Lease, shall have a one-time right to assign the Leasehold Estate to an assignee (a) which is an Affiliate of the Leasehold Foreclosure Transferee, or (b) which has substantial experience, or will employ a property management company with substantial experience, managing, maintaining and operating affordable housing developments like that on the Premises. Upon such assignment, the Leasehold Foreclosure Transferee shall automatically be released of all obligations thereafter accruing under this Lease, provided that, substantially concurrently with such assignment, the assignee delivers to Lessor a written agreement assuming Tenant's obligations under the Lease thereafter accruing. Any subsequent Transfers occurring after the one-time assignment permitted under this Section shall be subject to Article X. 17.7 Leasehold Mortgagee's Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor's rights, but other than by reason of a Total Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease ("New Lease') of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options Page149 DYA • ' i0a:11-111 a and rights of fast refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County, Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the Lessor's and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor its reasonable expenses, including reasonable attorneys' fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by Lessor except to the extent that it was applied to cure any default of Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. 17.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority. Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting demands made upon County and/or Agency by multiple Leasehold Mortgagees, Lessor may (subject to any applicable court orders to the contrary) rely on the direction of the Leasehold Mortgagee whose Leasehold Mortgage is recorded fnst in time in the Official Records of the County, as determined by any national title company. 17.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary contained herein, all condemnation proceeds (other than proceeds payable on account of the value of the Lessor's Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and Page 150 i0a:11-111 a paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair and restore the Improvements to the Premises which were damaged or destroyed by such condemnation or casualty (including, without limitation, as required in Article VII following a casualty and in Section 9.4.3 following a condemnation). The handling and disbursement of any such proceeds used to repair or restore the Improvements to the Premises shall be subject to the requirements of such senior Leasehold Mortgage. 17.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder, provided that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the provisions of this Lease. 17.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Lessor pursuant to County and/or Agency's wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof. 17.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees and costs incurred in connection with Lessor's review and/or approval of any documentation which may be required in connection with any Leasehold Mortgage by Tenant as provided herein. 17.13 No Termination, Cancellation, Surrender or Modification. Without the prior written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by mutual agreement of County, Agency and Tenant, (b) Lessor may not accept the surrender this Lease or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) this Lease may not be amended, modified or supplemented (and any action taken in furtherance of any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or cancel this Lease, in whole or in part, no such termination or cancellation shall be or become effective unless Tenant has fast received approval in writing by each Leasehold Mortgagee. 17.14 Effect of Foreclosure upon Base Rent. Notwithstanding anything to the contrary contained elsewhere in this Lease, (i) in no event shall any Leasehold Mortgagee (or its designee) be required to pay or cure, in order to prevent the termination of this Lease, to exercise its cure rights hereunder or to obtain a New Lease or otherwise, any Base Rent, and (ii) in no event shall any Leasehold Mortgagee (or its designee) or its (or their) successors and assigns be required to pay or cure any Base Rent which otherwise became due and payable prior to completion of any foreclosure under any Leasehold Mortgage (or acceptance of any assignment or deed in lieu thereof). Page 151 i0a:11-111 a ARTICLE XVIII BEST MANAGEMENT PRACTICES 18.1 Tenant and all of Tenant's, subtenant, agents, employees and contractors shall conduct operations under this Lease so as to assure that pollutants do not enter municipal storm drain systems, in violation of applicable Laws, which systems are comprised of, but are not limited to curbs and gutters that are part of the street systems ("Stormwater Drainage System"), and to ensure that pollutants do not directly impact "Receiving Waters" (as used herein, Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans). 18.2 The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant Discharge Elimination System ("NPDES") permits ("Stormwater Permits") to the County of Orange, and to the Orange County Flood Control District ("Districf') and cities within Orange County, as co-permittees (hereinafter collectively referred to as "NPDES Parties") which regulate the discharge of urban runoff from areas within the County of Orange, including the Premises leased under this Lease. The NPDES Parties have enacted water quality ordinances that prohibit conditions and activities that may result in polluted runoff being discharged into the Stormwater Drainage System. 18.3 To assure compliance with the Stormwater Permits and water quality ordinances, the NPDES Parties have developed a Drainage Area Management Plan ("DAMP") which includes a Local Implementation Plan ("LIP") for each jurisdiction that contains Best Management Practices (`BMWs") that parties using properties within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or structural control that is used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost effective manner. These BMPs are found within the District and/or County's LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as "BMP Fact Sheets") and contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff. 18.4 BMP Fact Sheets that apply to uses authorized under this Lease include the BMP Fact Sheets that are attached hereto as Exhibit C. These BMP Fact Sheets may be modified during the term of the Lease; and the Lessor shall provide Tenant with any such modified BMP Fact Sheets. Tenant, its agents, contractors, representatives and employees and all persons authorized by Tenant to conduct activities on the Premises shall, throughout the term of this Lease, comply with the BMP Fact Sheets as they exist now or are modified, and shall comply with all other requirements of the Stormwater Permits, as they exist at the time this Lease commences or as the Stormwater Permits may be modified. Tenant agrees to maintain current copies of the BMP Fact Sheets on the Premises throughout the term of this Lease. The BMPs applicable to uses authorized under this Lease must be performed as described within all applicable BMP Fact Sheets. 18.5 Tenant may propose alternative BMPs that meet or exceed the pollution prevention performance of the BMP Fact Sheets. Any such alternative BMPs shall be submitted to the Lessor for review and approval prior to implementation. Page 152 .' m i0a:11-111 a 18.6 Lessor may enter the Premises and/or review Tenant's records at any reasonable time during normal business hours to ensure that activities conducted on the Premises comply with the requirements of this Section. Tenant may be required to implement a self -evaluation program to demonstrate compliance with the requirements of this Section. ARTICLE XIX GENERAL CONDITIONS & MISCELLANEOUS PROVISIONS 19.1 Signs. Tenant agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except (a) as approved in writing in advance by Lessor, which approval may be withheld in the sole and absolute discretion of the Lessor, or (b) required by any of Tenant's lenders, provided that any such signage is in compliance with all applicable Laws. Tenant further agrees not to construct, maintain, or allow billboards or outdoor advertising signs upon the Premises. Unapproved signs, banners, flags, etc., may be removed by Lessor without prior notice to Tenant. 19.2 Nondiscrimination. Tenant agrees not to discriminate against any person or class of persons by reason of sex, age (except as permitted by law), race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this Lease. 19.3 Taxes and Assessments. Pursuant to California Revenue and Taxation Code Section 107.6, Tenant is specifically informed that this Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of Tenant, and Tenant shall cause said taxes and assessments to be paid promptly. 19.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to Lessor ("Quitclaim Deed"). The Quitclaim Deed shall then be recorded by Lessor to remove any cloud on title created by this Lease. In the event that the Tenant fails to provide such Quitclaim Deed within five (5) additional business days after written demand by either the County or City, the Parties agree that the County and City will be damaged and entitled to compensation for those damages. Such actual damages will, however, be extremely difficult to ascertain. Therefore, if the Tenant does not provide the required Quitclaim Deed after such notice and cure period, in addition to any other remedy provided by law or equity, the Tenant shall pay the Lessor $2,000 per day for every day that passes until a Quitclaim Deed is delivered, which amount shall be deemed to constitute a reasonable estimate of Lessor's damages and not a penalty. Such amount shall become due and payable by Tenant to Lessor for each calendar day that passes beyond the cure period. Notwithstanding the foregoing, if the Tenant has disputed the termination of the Lease by Lessor, upon a final determination by a court of competent jurisdiction that the Lease has not been terminated, Tenant shall not be subject to payment of the foregoing damages. 19.5 Public Records. Tenant acknowledges that any written information submitted to and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a "public record" open to inspection and copying by the public pursuant to the California Public Records Act (Government Page 153 i0a:11-111 a Code §6250, et seq.) ("CPRA") as now in force or hereafter amended, or any Law in substitution thereof, or otherwise made available to the public, unless such information is exempt from disclosure pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any financial statements and records (not including Gross Receipts Statements) and the Lessor determines that the records must be turned over, the Lessor will give Tenant fifteen (15) days' written notice prior to turning over such records so that Tenant can take any necessary action, including, but not limited to, injunctive relief, to prevent Lessor from turning over such financial statements and records. 19.6 Attorney's Fees. In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 19.7 Payment Card Compliance. Should Tenant conduct credit/debit card transactions in conjunction with Tenant's business with the County and/or Agency, on behalf of the County and/or Agency, or as part of the business that Tenant conducts on the Premises, Tenant covenants and warrants that it will during the course of such activities be Payment Card Industry Data Security Standard ("PCl/DSS") and Payment Application Data Security Standard ("PA/DSS") compliant and will remain compliant during the entire duration of its conduct of such activities. Tenant agrees to immediately notify Lessor in the event Tenant should ever become non -compliant at a time when compliance is required hereunder, and will take all necessary steps to return to compliance and shall be compliant within ten (10) days of the commencement of any such interruption. Upon demand by Lessor, Tenant shall provide to Lessor written certification of Tenant's PCl/DSS and/or PA/DSS compliance. 19.8 Right to Work and Minimum Wage Laws. 19.8.1. In accordance with the United States Immigration Reform and Control Act of 1986, Tenant shall require its employees that directly or indirectly service the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. Tenant shall also require and verify that its contractors or any other persons servicing the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States. 19.8.2. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Tenant shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Premises, in any manner whatsoever. Tenant shall require and verify that all its contractors or other persons servicing the Premises on behalf of the Tenant also pay their employees no less than the greater of the Federal or California Minimum Wage. 19.8.3. Tenant shall comply and verify that its general contractor complies with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Premises or terms and conditions of this Lease. 19.9 Declaration of Knowledge by Tenant. Tenant warrants that Tenant has carefully examined this Lease and by investigation of the site and of all matters relating to the Lease arrangements has fully informed itself as to all existing conditions and limitations affecting the Page 154 i0a:11-111 a construction of the Lease improvements and business practices required in the operation and management of the uses contemplated hereunder. 19.10 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California and the City. 19.11 Venue. The Parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 19.12 Headings and Titles. The captions of the Articles or Sections of this Lease are only to assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation of any part hereof. 19.13 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant' shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission. In any provision relating to the conduct, acts or omissions of County, the term "County" shall include County's agents, employees, contractors, invitees, successors or others using the Premises with County's expressed or implied permission. In any provision relating to the conduct, acts or omissions of Agency, the term "Agency" shall include Agency's agents, employees, contractors, invitees, successors or others using the Premises with Agency's expressed or implied permission. 19.14 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Lease or any exhibits hereto. 19.15 Successors and Assigns. Except as otherwise specifically provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective hens, personal representatives, successors and assigns. 19.16 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 19.17 Severability. If any term or provision of this Lease is held invalid or unenforceable to any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 19.18 Integration. This Lease, along with any exhibits, attachments or other documents affixed hereto or referred to herein and related Agency permits, constitute the entire agreement Page 155 i0a:11-111 a between County, Agency and Tenant relative to the leasing of the Premises. This Lease and such exhibits, attachments and other documents may be amended or revoked only by an instrument in writing signed by County, Agency and Tenant. County, Agency and Tenant hereby agree that no prior agreement, understanding or representation pertaining to any matter covered or mentioned in this Lease shall be effective for any purpose. 19.19 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Any notice, request, demand, direction or other communication sent by electronic mail must be confirmed within by letter mailed or delivered within two business days in accordance with the foregoing. Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo, President and Chief Executive Officer And to: Page 156 iMa:11-111 a With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 19.20 Amendments. This Lease is the sole and only agreement between the Parties regarding the subject matter hereof, other agreements, either oral or written, are void. Any changes to this Lease shall be in writing and shall be properly executed by all Parties. 19.21 Limited Partner Cure Rights. In the event the Tenant is a partnership, the Lessor agrees to accept a cure of any Event of Default by Tenant made by any one or more of the Tenant's limited partners as if such cure had been made by Tenant, provided such cure is made in accordance with the applicable provisions of this Lease. 19.22 Dispositions of Abandoned Property. If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises thirty (30) days after such event shall, at County and/or Agency's option, be deemed to have been transferred to County and/or Agency. County and/or Agency shall have the right to remove and to dispose of such property at Tenant's cost including the cost of labor, materials, equipment and an administrative fee equal to fifteen percent (15%) of the sum of such costs without liability therefor to Tenant or to any person claiming under Tenant, and shall have no need to account therefor. At Lessor's option, Lessor may provide Tenant with an invoice for such costs, which invoice Tenant agrees to pay within fifteen (15) days of receipt. 19.23 Brokers. If Tenant has engaged a broker in this transaction pursuant to a separate agreement, Tenant shall be solely responsible for the payment of any broker commission or similar fee payable pursuant to such separate agreement. Tenant each hereby agree to indemnify and hold the Lessor harmless from and against all costs, expenses or liabilities (including attorney fees and court costs, whether or not taxable and whether or not any action is prosecuted to judgment) incurred by the County and/or Agency in connection with any claim or demand by a person or entity for any broker's, finder's or other commission or fee from the County and/or Agency in connection with the Tenant's entry into this Lease and the transactions contemplated hereby based upon any alleged statement or representation or agreement of the Tenant. No broker, finder or other agent of any Party hereto shall be a third -party beneficiary of this Lease 19.24 No Partnership. This Lease shall not be construed to constitute any form of partnership or joint venture between County, Agency and Tenant. County, Agency and Tenant mutually acknowledge that no business or financial relationship exists between them other than as County, Agency and Tenant, and that County and Agency is not responsible in any way for the debts of Tenant or any other Party. 19.25 Authorization. County, Agency and Tenant (each, a "signing party") each represents and warrants to the other that the person or persons signing this Lease on behalf of the signing party has full authority to do so and that this Lease binds the signing party. Concurrently with the execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of the signing parry's board of directors or other governing board authorizing the execution of this Lease by the signing party. Page 157 .O • i0a:11-111 a 19.26 Recording. This Lease itself shall not be recorded, but in the event that the Tenant encumbers the leasehold as set forth in Article XVB, a memorandum hereof may be recorded in the form of Exhibit D attached hereto (the "Memorandum"). The Memorandum may be executed concurrently with this Lease and thereafter recorded in the Official Records of the County Recorder on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges imposed in connection with the recordation of the Memorandum, including, without limitation, any documentary transfer tax imposed in connection with this transaction and all recording fees and charges. 19.27 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of which is attached to this Lease and incorporated herein in its entirety by this reference: Exhibit A: Legal Description of the Premises Exhibit A-1: Rendering of the Premises Exhibit B: Initial Improvements Exhibit C: Best Management Practices Fact Sheets Exhibit D: Form of Memorandum of Lease 19.28 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, whenever this Lease grants County, Agency and/or Tenant the right to take any action, grant any approval or consent, or exercise any discretion, County, Agency and/or Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the other Parry's reasonable expectations concerning the benefits to be enjoyed under this Lease. 19.29 Counterparts. For the convenience of the Parties to this Lease, this Lease may be executed in several original counterparts, each of which shall together constitute but one and the same agreement. Original executed pages may be assembled together into one fully executed document. 19.30. No Merger. The interests created by this Lease shall not be extinguished by merger of any or all of the ownership interests the Premises or the Improvements in one person or entity. 19.31 Cooperation of County and Agency. County and Agency hereby agree that (a) Agency staff shall be responsible for administering the operation of the Project to insure it is being used in conformance with this Lease, and (b) Agency staff shall serve as administrator of the Lease with the Tenant and coordinate with the County as necessary. County and Agency hereby agree to work cooperatively and expeditiously to provide written consent (or written refusal to provide consent) to Tenant, the Leasehold Mortgagees and Limited Partner hereunder. [Signatures On Following Pages] Page 158 • ' • • .� i0a:11-111 a IN WITNESS WHEREOF, the Parties have executed this Lease on the date first written above. APPROVED AS TO FORM: SONIA CARAVALHO AUTHORITY GENERAL COUNSEL By: Ryan O. Hodge, Assistant City Attorney Date TENANT WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co., LLC, a California limited liability company, its Administrative General Partner By: Frank Cardone, President By: Supportive Housing LLC, a California limited liability company By: A Community of Friends, a California nonprofit public benefit corporation, its sole member/manager IC Executive LESSOR Dora Leong Gallo, President and Chief Officer HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY a public body, corporate and politic By: Steven A. Mendoza, Executive Director Date Page 159 80A-100 i0a:11-111 a APPROVED AS TO FORM: COUNTY OF ORANGE, a political subdivision of COUNTY COUNSEL the State of California By: Deputy Thomas A. Miller, Chief Real Estate Officer Date Orange County, California Page 160 80A-101 10a:il-111 a EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Page 161 80A-102 i0a:11-111 a Exhibit A Legal Description of the Premises The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That certain parcel of land situated in the City of Santa Ana, County of Orange, State of California, being that portion of Parcel I of Parcel 73035 described in the Grant Deed recorded July 24, 1991, Instrument No. 91-387576 of Official Records, together with that portion of Parcel 73034 described in the Grant Deed recorded November 15, 1991, Instrument No. 91- 626431 of Official Records, lying southwesterly and westerly of those three (3) courses and the Northwesterly extension of course Three (3) thereof, in the State Right of Way as shown on a map filed in Book 194, pages 28 through 36 inclusive of Record of Surveys in said Office of said County Recorder, said Three (3) courses being shown on sheet 2 of said map as: 1) North 21' 00' 58" West 286.98; 2) North 320 46' 23" West 157.90; 3) North 250 03' 45" West 62.42'. EXCEPTING THEREFROM: That portion of above said Parcel 1, lying within the limits of the Washington Avenue Cul-De-Sac as shown on said Sheet 2 of said Map. APN: 398-092-14 That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 80A-103 EXHIBIT A-1 RENDERING OF THE PROPERTY Page 162 80A-104 ^s E HI91T2 )N) 20 19 V � � T v A� V LINC04N '� sec oo+-so-a-aoa. w i L 1.0 1 I � I N O < I W oO QO' 4933 FULLER �,O'c CO OA � wOti ' a - F L� Pr'O '� Oi $ SmEET B' y STREET 2 ma.rx d4 W i a y m�t v m I / m V lO / co y b Zk a E,5,000 ZAVENUE 0 Z a m GRAND / I — AVENUEN1 400-26 80A-105 co i0a:11-111 a EXIHBIT B INITIAL IMPROVEMENTS The proposed Project includes the development of two residential buildings with 86 units surrounding two interior, landscaped courtyard/amenity spaces. The Project includes 16 studio units, 26 one bedroom units, 22 two -bedroom units, 17 three -bedroom units, and 5 four -bedroom units. All units will be flat apartments located on the fast, second, third and fourth floors. In addition, a proposed sound wall is being positioned along the eastern property line adjacent to the US Interstate 5 ramp. Approximately 3,500 square foot of interior community amenities and leasing offices is designed to accommodate supportive and management services. The Project will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) for Orange County of which 43 units will be set -aside for Permanent Supportive Housing (PSH), with one exempt 2-bedroom managers unit. The unit mix and rent restrictions are as follows, provided, however, the rent and income restrictions applicable to the Project shall be set forth in and subject to the terms of the County Loan Regulatory Agreement: Bedroom Size 30% AMI (PSH) 30% ANH Manager's Unit Total Units Studios 16 16 One -Bedroom 26 26 Two -Bedroom 1 20 1 22 Three -Bedroom 17 17 Four -Bedroom 5 5 TOTAL 43 42 1 86 Page 163 80A-106 i0a:11-111 a EXHIBIT C Best Management Practices (`BMWs" Fact Sheets) Best Management Practices can be found at: http://www.ocwatersheds.com/documentsibmp which website may change from time to time. BMPs apply to the TENANT's defined Premises and BMPs also apply to the TENANT's Contractor therefore TENANT shall cause Contractor to be responsible for implementing and complying with all BMP Fact Sheet requirements that apply to construction activity with respect to the Improvements, and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. TENANT is to be aware that the BMP clause within this Lease, along with all related BMP Exhibits, may be revised, and may incorporate more than what is initially being presented in this Lease. Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown below and can be found at: http://www.ocwatersheds.com/documents/bmp/industrialcommercialbusinessesactivities (which website may change from time to time): IC3 Building Maintenance IC4 Carpet Cleaning IC6 Contaminated or Erodible Surface Areas IC7 Landscape Maintenance IC9 Outdoor Drainage from Indoor Areas IC 10 Outdoor Loading/Unloading of Materials IC 12 Outdoor Storage of Raw Materials, Products, and Containers IC 14 Painting, Finishing, and Coatings of Vehicles, Boats, Buildings, and Equipment IC15 Parking & Storage Area Maintenance IC 17 Spill Prevention and Cleanup IC21 Waste Handling and Disposal IC22 Eating and Drinking Establishments IC23 Fire Sprinkler Testing/Maintenance IC24 Wastewater Disposal Guidelines Page 164 80A-107 i0a:11-111 a EXIHBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum'') made and entered into as of this day of 120 by and between the County of Orange, a political subdivision of the State A of California, the Housinguthority of the City of Santa Ana, a public body, corporate and politic (collectively, the "Lessor") and , ("Tenant'), residing at , upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term The Term of the Lease shall be Sixty -Five (65) years from the Effective Date as stated in the written Lease. The Term shall commence on the date hereof and terminate Sixty -Two (62) years from the Commencement Date, which is the date on which a Certificate of Occupancy is issued for the Project, provided, however the Term shall be no longer than sixty five (65) years from the Effective Date. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. BOX 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Page 165 i0a:11-111 a If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo And to: With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for informational purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the Parties hereto and their respective hens, representatives, successors, and assigns. Page 166 80A-109 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum pursuant to due authorization on the dates herein acknowledged. COUNTY: By: Name: Title: AGENCY: By: Name: Title: TENANT: By: Name: Title: Name: Title: Page 167 80A-110 10a:il-111 a EXHIBIT H COUNTY QUITCLAIM (See Attached) Crossroads at Washington — Joint Pog)(Agfeirrynt Page E-5 i0a:11-111 a Recording requested by and when recorded, return to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of the Council And County of Orange, Real Estate Services 333 West Santa Ana Blvd, 3`d Floor Santa Ana, CA 92701 Recording Fee Exempt Per Govt. Code 27383 Facility: XXXXXX Facility No.: XXXXXX Parcel No.: XXXXXX A.P. No.: 398-092-14 Location: Santa Ana, CA THE UNDERSIGNED GRANTOR DECLARES THAT THIS IS A CONVEYANCE TO A GOVERNMENTAL ENTITY AND NO TRANSFER TAX IS DUE PER CAL. R&T CODE 11922 QUITCLAIM DEED For valuable consideration, receipt of which is hereby acknowledged, the The Housing Authority of the City of Santa Ana, A public body, corporate and politic, hereinafter referred to as "AGENCY", and COUNTY OF ORANGE, hereinafter referred to as "COUNTY", as Tenants in Common do hereby remise, release and forever Quitclaim to AGENCY all right, title and interest in and to the real property in the City of Santa Ana, County of Orange, State of California, described as: See EXHIBIT A, attached and by reference made a part. 80A-1- 112 - i0a:11-111 a Dated: APPROVED AS TO FORM Authority General Counsel 1.3 Ryan O. Hodge Assistant City Attorney Date: In GRANTOR: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On before me, (here insert name and title of the officer) 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/hex/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. Signature 80A-113 i0a:11-111 a GRANTOR: Dated: By: Thomas A. Miller Chief Real Estate Officer APPROVED AS TO FORM County Counsel Deputy County Counsel Michael Haubert 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 On , 2019 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. (seal) 80A-114 >- i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the Housing Authority of the City of Santa Ana, a public body, corporate and politic, is hereby accepted by order of the City Council of the City of Santa Ana, and the Housing Authority of the City of Santa Ana consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM Authority General Counsel Ryan O. Hodge Assistant City Attorney Date: LN HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On , 2019 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. Signature: (seal) 80A-115 4- 10a:il-111 a EXHIBIT I AGENCY QUITCLAIM (See Attached) Crossroads at Washington - Joint Pog6s(Ag?ej gnt Page E-6 i0a:11-111 a Recording requested by and when recorded, return to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of the Council And County of Orange, Real Estate Services 333 West Santa Ana Blvd, 3`d Floor Santa Ana, CA 92701 Recording Fee Exempt Per Govt. Code 27383 Facility: XXXXXX Facility No.: XXXXXX Parcel No.: XXXXXX A.P. No.: 398-092-13 Location: Santa Ana, CA THE UNDERSIGNED GRANTOR DECLARES THAT THIS IS A CONVEYANCE TO A GOVERNMENTAL ENTITY AND NO TRANSFER TAX IS DUE PER CAL. R&T CODE 11922 QUITCLAIM DEED For valuable consideration, receipt of which is hereby acknowledged, the The Housing Authority of the City of Santa Ana, A public body, corporate and politic, hereinafter referred to as "AGENCY", and COUNTY OF ORANGE, hereinafter referred to as "COUNTY", as Tenants in Common do hereby remise, release and forever Quitclaim to 4[s]" rry all right, title and interest in and to the real property in the City of Santa Ana, County of Orange, State of California, described as: See EXHIBIT A, attached and by reference made a part. 80A1- -117 - i0a:11-111 a Dated: APPROVED AS TO FORM County Counsel Deputy Date: C GRANTOR: COUNTY OF ORANGE Thomas A. Miller Chief Real Estate Officer 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 On before me, (here insert name and title of the officer) 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/hex/their authorized capacity(ies), and that by his/hex/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. Signature 80A-118 i0a:11-111 a CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the within deed or grant to the County of Orange, political subdivision of the State of California, is hereby accepted by order of the Board of Supervisors of the County of Orange, and the County of Orange consents to recordation thereof by its duly authorized officer. Dated: APPROVED AS TO FORM County Counsel Deputy County Counsel Michael Haubert Lo Thomas A. Miller Chief Real Estate Officer 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 On , 2019 before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the persons) 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. Signature: (seal) 80A7119 >- i0a:11-111 a Dated: APPROVED AS TO FORM Authority General Counsel RIN Ryan O. Hodge Assistant City Attorney Date: LN GRANTOR: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza, Executive Director 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 On , 2019 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. Signature: (seal) 80A-120 4- EXHIBIT 3 U,�J OPTION AGREEMENT THIS OPTION AGREEMENT ("Option Agreement") is made , 2020, ("Effective Date") by and between the COUNTY OF ORANGE, a political subdivision of the State of California, the HOUSING AUTHORITY OF THE CfFY OF SANTA ANA, a public body, corporate and politic, (respectively, the "County" and the "Agency," and collectively "Optionor") and WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership (hereinafter called "Optionee"). Optionor and Optionee may sometimes hereinafter individually be referred to as "Party" or jointly as "Parties." Recitals A. County and Agency are owners of contiguous parcels of land totaling approximately 2.26 acres located in Santa Ana, California, comprised of the two following lots: Assessor's Parcel Number 398-092-14 ("Agency Property"); and Assessor's Parcel Number 398-092-13 ("County Property"). B. The Agency and County desire to merge these two parcels for the purpose of executing a ground lease ("Lease") for the combined property to Optionor, to create an 86-unit multifamily affordable housing project with a permanent supportive housing component ("Project"). C. Optionee desires to obtain an option to lease the combined Agency Property and County Property, once merged, as set forth on Attachment I, attached hereto and made a part hereof ("Premises"), to develop and construct the Project. D. The final negotiated form of the Lease is attached hereto as Attachment H and will more fully describe the Project and other permitted uses. E. Optionor is the fee owner of the Premises and is willing to enter into an option to lease said Premises for the Project as set forth herein. NOW, THEREFORE the Parties agree as follows: 1. DEFMTIONS (PM02.1 S) a. `Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of the State of California, the governing board of the County. b. "Agency" means the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have all rights granted to the Agency hereunder. c. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency OPTION AGREEMENT -CROSSROADS 80A-121 shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. d. "County" means the County of Orange, a political subdivision of the State of California. Any reference to the County herein, unless expressly stated to the contrary, shall refer to the County solely in its capacity as owner of the Premises and not the County in its capacity as a land use or other governmental approval authority. e. "Lease" means that certain Ground Lease including any and all addenda, amendments and exhibits attached hereto as Attachment H. f. Premises" means that certain real property containing approximately 2.28 acres of undeveloped land in the City of Santa Ana, made up of the Agency Property and the County Property, together with all easements, rights and privileges appurtenant thereto, to be leased to Optionee pursuant to the Lease for the development of the Project, as more fully set forth therein. The map of the Premises is attached hereto as Attachment I. 2. OPTION (PM03.1 S) Optionor hereby grants Optionee the option ("Option") to lease said Premises in accordance with the covenants and conditions set forth herein. For purposes of clarification and for the purpose of this Option Agreement, the Agency is specifically providing an Option on the Agency Property and the County is specifically providing an Option on the County Property, as more fully set forth herein. 3. TERM (PM05.1 S) The term of this Option Agreement shall be thirty-six (36) calendar months ("Option Term") and shall commence on the Effective Date shown above. If at any point during the Option Term the Optionee has failed to act diligently and in good faith to obtain funding or to plan and permit the Project pursuant to Section 5 below, the Optionor, using reasonable discretion, may terminate this Option Agreement, with fifteen (15) days written notice to Optionee setting forth the reasons for such termination. If during such fifteen (15) day period the Optionee is able to cure any issues indicated in the notice of termination, this Option Agreement may be reinstated by the Optionor and shall remain in full force and effect. 4. OPTION PRICE (PM04.2 N) The price of the Option granted herein is $36 ("Option Price"), which shall be paid to Optionor prior to the Effective Date. The Option Price shall be retained by Optionor in consideration for the granting of the Option. No portion of the Option Price shall be refunded or credited to rent payments under the Lease. 8GA 122 OPT ION AGREEMENT- CROSSROADS 5. CONDITIONS (PM07.1 N) The Option may not be exercised until the following terms and conditions shall have been met. Each time a condition has been met Optionor shall, upon written request therefor from Optionee, provide written confirmation that such condition has been satisfied. A. Preliminary Plans Within one hundred eighty (180) days following the Effective Date of this Option Agreement, and not less than five (5) business days before Optionee intends to submit such documents to the City, Optionee shall submit preliminary plans for the development and use of the Premises for the Project ("Preliminary Plans"), for Optionor's approval. The preliminary plans shall be prepared by an architect licensed in the State of California and shall include: 1) A detailed site plan of the Premises showing: a. all improvements planned for the Premises b. any existing and/or proposed easements affecting the Premises c. ingress and egress to and from the Premises d. parking e. location of all utilities f. drainage plan g. grade elevations of all structures; 2) Detailed landscape development plans; 3) Colored rendering or model of the planned development; 4) A detailed cost estimate of all improvements; and 5) A detailed estimate of the construction schedule. Within ten (10) business days of receipt of the Preliminary Plans, the Optionor will provide Optionee with written comments, if any, on the Preliminary Plans. The Optionor's review shall be limited only to reviewing plans for conformity with this Option Agreement and impacts on flood control operations and shall not provide any representations or warranties regarding the sufficiency of the plans for the required land use approvals or for construction. B. Environmental Requirements Concurrently with or prior to the submission of the Preliminary Plans to the Agency, Optionee shall submit to the City a draft Initial Study, with a copy to the Optionor, prepared at Optionee's expense, in order for the City to determine whether a Negative Declaration or an Environmental Impact Report will be necessary for the proposed development. Such determination will be made in accordance with the City's normal procedures. If the City determines that a Negative Declaration is appropriate, Optionee shall submit all necessary documentation and cooperate with the City in order to provide the Optionor with written proof of environmental clearance on the Project from the appropriate governmental authority. 8GA 123 OPTION AGREEMENT- CROSSROADS If an Environmental Impact Report is mandated by the City, Optionee shall obtain a screen check Environmental Impact Report and draft Environmental Impact Report at its own expense and shall process same in accordance with the City's procedure. Optionee shall, prior to commencement of any construction on the Premises, provide supporting documentation to Optionor, evidencing that Optionee has received environmental clearance on the Project from the appropriate authority governing this matter C. General Plan Conformity Optionee shall request a finding from the City that the proposed development is in conformance with the City's General Plan pursuant to Government Code Section 65402 and provide written evidence of such conformity to the Optionor. D. Construction Contract Documents Within ninety (90) days following the Optionee's receipt of a commitment from the California Tax Credit Allocation Committee of an award of tax credits for Optionee's proposed development of the Premises, and not less than five (5) business days before Optionee intends to submit such documents to the Agency, Optionee shall submit to the Optionor construction contract documents ("Construction Contract Documents") and cost estimates for development of the Premises. Such Construction Contract Documents shall consist of the following: 1) Complete architectural, landscape, and engineering working drawings; 2) Outline unit specifications; 3) Construction contract form; and 4) Construction schedule. Within ten (10) business days of receipt of the Construction Contract Documents, the Optionor will provide Optionee with written comments, if any, on the Construction Contract Documents. If Optionor provides any comments within such ten (10) day period, then, to the extent reasonable, Optionee shall endeavor to address Optionor's comments with respect to the Construction Contract Documents during the approval process with the City. E. Permits and Approvals. Optionor shall not unreasonably withhold consent to any application by Optionee with respect to any permits or approvals related to activities or development plans approved by Optionor in accordance with this Option Agreement which may be required by any governmental or regulatory agency. Optionee shall provide Optionor with satisfactory evidence that Optionee has met all City requirements, as applicable, and has obtained all necessary clearances and grading permits from the City to commence construction of the planned development as preliminarily approved by the Optionor. 8GA 124 OPT ION AGREEMENT- CROSSROADS Optionee acknowledges and agrees that no grading, or other construction activities shall be permitted on the Premises until all applicable permits and clearances have been obtained from the City. F. Lease Requirements Optionee shall submit to the Optionor: 1) Satisfactory evidence of Optionee's ability to finance the cost of the development planned for said Premises in accordance with the requirements of the Lease, which may be evidenced by commitments from the Optionee's tax credit investor and the lenders providing acquisition and construction financing for Optionee's proposed development of the Premises. If Optionee plans to hypothecate the leasehold as security for a loan, Optionee shall submit substantially final versions of all documents proposed in the loan transaction along with a request for Optionor's consent to the proposed hypothecation in accordance with the terms of the Lease, which consent shall not be unreasonably withheld. 2) Evidence that, when the Lease is executed, Optionee will provide assurances of construction completion in accordance with the Lease, or a letter of intent bond that is sufficient to assure Optionor that a bond is forthcoming consistent with the Lease, or Lessee will provide a completion guaranty in accordance with the Lease. 3) Evidence of insurance coverage which will be available when the Lease is executed and which fully complies with the Lease. 6. REVIEW BY COUNTY AND AGENCY (PM08.1 N) Optionee hereby acknowledges that one of the purposes of this Option Agreement is to afford Optionee and Optionor the opportunity to determine whether Optionee is able to meet the various conditions of this Option Agreement and is able to obtain the required approvals as set forth in this Option Agreement. Several of those conditions involve obtaining reviews and approvals from officers, employees or agents of the Optionor, and/or the City. Each of those reviews shall be conducted in an independent manner and nothing contained herein shall be deemed to limit the jurisdiction or authority otherwise possessed by said officers, employees or agents in the conduct of such review. Nothing contained in this Option Agreement shall be deemed to imply that required approvals will be forthcoming, and the failure to issue any such approval or permit by any officer, employee or agent of the County, and/or the City shall not be deemed in any manner a breach of this Option Agreement, nor shall any such denial give rise to any claim, liability, obligation, or cause of action with respect to this Option Agreement or the Lease. No permit, approval, or consent given by the County, and/or the City, or their officers, employees, or agents, acting in its/their governmental capacity, shall affect or limit Optionee's obligations under this Option Agreement or under the Lease, nor shall any approvals or consents given under this Option Agreement by Optionor, as a Party hereto, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, and/or regulations. 8GA 125 OPT ION AGREEMENT- CROSSROADS 7. DISCLAIMER OF REPRESENTATIONS OF WARRANTIES (PM015.1 N) Optionee agrees that Optionor has made no representations, warranties, or agreements as to any matters concerning the Premises, including, but without being limited to, the land, marketability of title, topography, climate, air, water, water rights, utilities, present or future zoning, soil, subsoil, hazardous substances, waste or materials, the purposes for which the Premises is suited, drainage, access to public roads, proposed routes of roads or extensions thereof or the availability of governmental permits or approvals of any kind. Optionee represents and warrants to Optionor that it and its representatives and employees have made or will make their own independent inspection and investigation of such matters concerning the Premises. 8. OPTIONEE'S RIGHT TO ENTER PREMISES, INDEMNIFICATION (PM09.1.1 N) During the Option Term the Optionee and its employees, contractors, subcontractors, consultants, and agents (collectively, "Consultants") shall have the right, at Optionee's sole cost and expense, to enter onto the Premises at reasonable times to make such investigations of the Premises as the Optionee deems necessary for Optionee to prepare the hereinabove-described Preliminary Plans and Construction Contract Documents and in order to determine if the Premises is suitable for Optionee's intended development, including but not limited to invasive testing, geotechnical testing, and "Phase I" and/or "Phase If' investigations of Premises. The Optionee shall provide the Optionor with notice at least one (1) business day prior to the date of any intended entry onto the Premises. After making such tests and inspections, the Optionee shall promptly restore the Premises to its condition prior to such tests and inspections and shall provide the Optionor with any written reports delivered to Optionee as a result of such tests and inspections, but without any representation as to accuracy or the Optionor's right to rely on such reports. Optionee hereby agrees to indemnify Optionor and hold Optionor, its officers, employees and agents harmless from any loss, claims, liability, or costs arising out of or incurred by reason of such investigation; provided, however, such indemnification shall not apply to any loss, claims, liability or costs arising out of Optionee's discovery of Hazardous Materials (as such term is defined in the form of Ground Lease) on the Premises not brought to the Premises by Optionee. Whether or not this option terminates or expires, Optionee agrees to repair any and all damages caused to the Premises by reason of any such investigation or investigations, which obligation shall not include remediation of any Hazardous Materials unless such Hazardous Materials were brought to the Premises by Optionee or unless Optionee agrees to move forward with such remediation after its environmental assessment of the Property. In no case shall Optionor be responsible for the costs associated with any such remediation required for the Project. As a condition to any entry onto the Premises, Optionee shall provide evidence of insurance as stated in Section 11, entitled Insurance. 9. OMITTED 10. HOLD HARMLESS (PMGE10.1 S) Optionee hereby releases and waives all claims and recourse against Optionor, including the right of contribution for loss or damage of persons or property, arising from, growing out of or in any way connected with or related to the activities of the Optionee or anyone acting for or under the direction of the Optionee under this Option Agreement except and to the extent of claims arising from the negligence or misconduct of Optionor, its officers, agents, and employees. Optionee hereby agrees to indemnify, defend (with counsel 8Gi4 126 OPT ION AGREEMENT- CROSSROADS approved in writing by Optionor), and hold harmless, Optionor, its elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property (collectively, "Claims"), arising out of the Optionee's exercise of the rights under this Option Agreement, except and to the extent of liability arising out of the negligence or misconduct of Optionor, its elected and appointed officials, officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. If Optionor is named as co-defendant in a lawsuit with respect to a Claim for which the Optionee has an indemnity obligation under this section, Optionee shall notify Optionor of such fact and shall represent Optionor in such legal action unless Optionor undertakes to represent itself as co-defendant in such legal action, in which event, Optionee shall pay to Optionor its reasonable litigation costs, expenses, and attorneys' fees. If judgment is entered against Optionor and Optionee by a court of competent jurisdiction because of the concurrent negligence or misconduct of Optionor and Optionee, Optionor and Optionee agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. Optionee acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Optionee, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this paragraph. 11. INSURANCE (PM09.2.2S) A. General Requirements Optionee agrees to purchase all required insurance at Optionee's expense and to deposit with the Optionor certificates of insurance, including all endorsements required herein, necessary to satisfy Optionor that the insurance provisions of this Option Agreement have been complied with and to keep such insurance coverage and the certificates and endorsements therefor on deposit with Optionor during the entire term of this Option Agreement and any extension thereof. The Option shall terminate if Optionee's insurance coverage is terminated and Optionee has failed to reinstate such insurance within five (5) business days after termination Optionee agrees that Optionee shall not operate on the Premises at any time the required insurance is not in full force and effect as evidenced by a certificate of insurance and necessary endorsements or, in the interim, an official binder being in the possession of Optionor. In no cases shall assurances by Optionee, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. Optionor will only accept valid certificates of insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Optionee also agrees that upon cancellation, termination, or expiration of Optionee's insurance, Optionor may take whatever steps are necessary to interrupt any operation from or on the Premises until such time as the Optionor reinstates the Option. If Optionee fails at any time during the term of the Option to provide Optionor with a valid certificate 8Gi4 127 OPT ION AGREEMENT- CROSSROADS of insurance and endorsements, or binder, Optionor and Optionee agree that this shall constitute a material breach of this Option Agreement. Said material breach shall permit Optionor to take whatever steps necessary to interrupt any operation from or on the Premises, and to prevent any persons, including, but not limited to, members of the general public, and Optionee's employees and agents, from entering the Premises until such time as Optionor is provided with evidence of insurance required herein. Optionee further agrees to hold Optionor harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from Optionor's action. All contractors performing work on behalf of Optionee pursuant to this Option Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for Optionee. Optionee shall not allow any contractor to work if the contractor has less than the level of coverage required by Optionor from the Optionee under this Option Agreement. It is the obligation of the Optionee to provide written notice of the insurance requirements to the contractor and to receive proof of insurance prior to allowing any contractor to begin work within the Premises. Such proof of insurance must be maintained by Optionee through the entirety of this Option Agreement and be available for inspection by an Optionor representative at any reasonable time. All self -insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. Any self - insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, and the City of Santa Ana Risk Manager ("Risk Manager") upon review of Optionee's current audited financial report. If Optionee's SIR is approved, Optionee, in addition to, and without limitation of, any other indemnity provision(s) in this Option, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County and City harmless against any and all liability, claim, demand or suit resulting from Optionee's, its agents, employee's or subcontractor's performance of this Agreement, Optionee shall defend the County and City at its sole cost and expense with counsel approved by Board of Supervisors and City of Santa Ana against same; and 2) Optionee's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Optionee's SIR provision shall be interpreted as though the Optionee was an insurer and the County and City were the insureds. If the Optionee fails to maintain insurance acceptable to Optionor for the full term of this Option Agreement, Optionor may terminate this Option Agreement, subject to the reinstatement rights above, if any, set forth above in this section. B. Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier). 8GA 128 OPT ION AGREEMENT- CROSSROADS If the insurance carrier does not have an A.M. Best Rating of A-NHI, the CEO/Office of Risk Management and City of Santa Ana retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. C. Minimum Limits The policy or policies of insurance maintained by the Optionee shall provide the minimum limits and coverage as set forth below: Coverages Commercial General Liability Automobile Liability including coverag for owned, non -owned and hire vehicles Workers' Compensation Employers' Liability Insurance Contractor's Pollution Liability D. Coverage Forms Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 limit per occurrence Statutory Minimum $1,000,000 per occurrence $1,000,000 per claims -made or per occurrence The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. E. of Insurance Required Endorsements. The following endorsements must be submitted with the Certificate 1) The Commercial General Liability policy shall contain an Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County their respective elected and appointed officials, officers, employees, and agents as Additional Insureds and the City of Santa Ana, its officers, employees, agents and representatives as Additional Insureds with respect to General Liability and Auto Liability per the attached endorsements or as required by written contract. The Commercial General Liability policy shall contain a primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form as least as broad, evidencing that the Optionee's-insurance is primary and any insurance or self-insurance maintained by the 8GA 129 OPT ION AGREEMENT- CROSSROADS Optionor shall be excess and non-contributing 2) The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the Optionor, its elected and appointed officials, officers, agents and employees. All insurance policies required by this contract shall waive all rights of subrogation against the Optionor, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. Optionee shall notify Optionor in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to Optionor. Failure to provide written notice of cancellation may constitute a material breach of this Option upon which the Optionor may suspend or terminate this Option. 3) For the City, the Certificate Holder must specifically read: City of Santa Ana Risk Management Division, 4s' Floor 20 Civic Center Plaza Santa Ana, CA 92702 4) The Contractor's Pollution Liability policy shall contain the following endorsements and language, which shall accompany the Certificate of Insurance: A) An Additional Insured endorsement naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees and agents as Additional Insureds. B) A primary and non-contributing endorsement evidencing the Optionee's insurance is primary and any insurance or self-insurance maintained by the County of Orange and City of Santa Ana shall be excess and non-contributing; and, C) If Optionee's Contractor's Pollution Liability policy is a claims -made policy, Optionee shall agree to maintain coverage for two (2) years following termination of the Option. F. Severability of Interest Clause - Commercial General Liability The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 001 policy). G. Delivery Insurance certificates should be forwarded to Optionor address provided in Section 16 (Notices) below or to an address provided by the Optionor. Optionee has ten (10) business days to provide adequate evidence of insurance or this Option Agreement may be cancelled. H. Insurance Requirement Changes Optionor expressly retains the right to reasonably require Optionee to increase or decrease insurance Pa e 10 0 19 OPTION AGREEMENT - CROSSROADS I 86Xe O of any of the above insurance types throughout the term of this Option Agreement. Any increase or decrease in insurance will be as deemed by the County and City Risk Manager as appropriate to adequately protect Optionor. Optionor shall notify Optionee in writing of changes in the insurance requirements. If Optionee does not deposit copies of acceptable certificates of insurance and endorsements with Optionor incorporating such changes within thirty (30) days of receipt of such notice, this Option Agreement may be in breach without further notice to Optionee, and Optionor shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Optionee's liability hereunder nor to fulfill the indemnification provisions and requirements of this Option Agreement, nor in any way to reduce the policy coverage and limits available from the insurer. 12. ASSIGNMENT (PMO10.1 S) The Optionee may assign its right, title and interest in and to this Option Agreement to an affiliated nonprofit public benefit corporation, or to a limited partnership whose general partner is a nonprofit corporation or limited liability company affiliated with the Optionee, subject to the Optionor's right to reasonably approve the agreement to effect such assignment. Otherwise, this Option Agreement shall not be sold, assigned, or otherwise transferred without the prior written consent of Optionor, which consent may be withheld in the Optionor's sole and absolute discretion. Failure to obtain Optionor's approval of the assignment agreement or required written consent, as applicable, shall render said sale, assignment, or transfer void. If Optionee hereunder is a corporation or an unincorporated association or partnership, the sale, transfer, or assignment of any stock or interest in said corporation, association, or partnership in the aggregate exceeding twenty-five percent (25%) shall be deemed an assignment within the meaning of this clause. 13. EXERCISE OF OPTION TO LEASE (PMO11.1 S) At any time during the Option Term that Optionee shall have performed all conditions as set forth in Section 5 (Conditions) of this Option Agreement, Optionee may exercise the Option by giving Optionor written notice of election to do so, accompanied by properly executed copies of the Lease in triplicate. County and Agency hereby represent and warrant that concurrent with execution of this Option Agreement, County and Agency have entered into that certain Crossroads at Washington - Joint Powers Agreement ("JPA") and such agreement is in full force and effect. 14. EXECUTION OF LEASE & MERGER OF PARCELS (PM012.1 N) After confirmation that the Optionee has performed all conditions as set forth in Section 5 (Conditions) of this Option Agreement, Optionor shall execute any and all documents necessary to merge the Premises under a tenants -in -common ownership structure and execute the Lease within fourteen (14) days of receipt of Optionee's notice of election to exercise the Option and receipt of the Lease executed by Optionee. 15. TERMINATION (PM014.1 S) Failure of Optionee to fully and satisfactorily meet the terms and conditions of this Option Agreement within the time limits stated shall absolutely and conclusively terminate Optionee's rights hereunder. Pa e 11 0 19 OPTION AGREEMENT - CROSSROADS 1 K�e Concurrent with execution of this Option Agreement, the Optionee shall execute, acknowledge, and deliver to Julie Massey, Escrow Officer, Old Republic Title Company, 555 - 12th Street, Suite 2000, Oakland, California 94607 (the "Escrow Holder") a quitclaim deed, in a form as approved by the Optionor, quitclaiming all right title and interest created by this Option Agreement back to the Optionor ("Quitclaim Deed"). In the event of termination of this Option Agreement for any reason, Optionor shall be entitled to instruct the Escrow Holder to record the Quitclaim Deed; provided, however, that County shall first deliver to Optionee at least five (5) days' prior to written notice of its intention to authorize Escrow Holder to record the Quitclaim Deed. Optionee shall be responsible for all costs associated with such escrow. 16. NOTICES (PMO18.1 N) All notices, documents, correspondence and communications concerning this Option Agreement shall be addressed as set forth in this Section 16, or as the Parties may hereafter designate by written notice, and shall be sent through the United States mail, return receipt requested or with other proof of delivery, with postage prepaid, by personal delivery, Federal Express or similar courier service. Notices so given shall be deemed to have been given upon receipt. TO OPTIONOR: County of Orange c/o CEO Real Estate ATTN: Thomas Miller, Chief Real Estate Officer 333 W. Santa Ana Blvd, 3rd Floor Santa Ana, CA 92702 Email thomas.millergocgov.com Phone: 714/834-3046 And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 TO OPTIONEE: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leone Gallo. President and Chief Executive Officer With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery Pa e 12 0 19 OPTION AGREEMENT - CROSSROADS Q 8Ue to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Any notice, request, demand, direction or other communication sent by electronic mail must be confirmed within by letter mailed or delivered within two business days in accordance with the foregoing; except that notices required under Section 8 prior to Optionee's access onto the Premises may be given just by email Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. 17. VENUE (PMES13.1S) The Parties hereto agree that this Option Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Option Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in the County of Orange, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 18. SEVERABILITY (PMES15.1S) If any term, covenant, condition, or provision of this Option Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 19. ATTORNEYS' FEES (PMES16.1S) In any action or proceeding brought to enforce or interpret any provision of this Option Agreement, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney fees and costs. 20. SUCCESSORS AND ASSIGNS (PMES18.1S) The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of the Parties hereto. 21. AUTHORITY (PMES20.1S) The Parties to this Option Agreement represent and warrant that it has been duly authorized and, once executed, will constitute the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. 22. ENTIRE AGREEMENT (PM017.1 S) This instrument contains the entire agreement between the Parties relating to the Option granted herein and all negotiations and agreements between the Parties hereto or their agents with respect to this transaction are merged herein. Any oral representations, modifications, or waivers concerning this instrument shall be of no force and effect, except in a subsequent instrument made in writing and signed by both Parties. Time is of Pa e 13 0 19 OPTION AGREEMENT - CROSSROADS 1 K�e the essence in the performance of the Parties' respective obligations herein contained. Subject to the restrictions against sale, assignment, or other transfer above, this Option Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, successors, and assigns. Pa e 14 o 19 OPTION AGREEMENT -CROSSROADS 8U- 34 IN WITNESS WHEREOF, the Parties have executed written. Page15o OPT ION AGREEMENT -CROSSROADS 80A-� EXHIBIT 3 this Option Agreement the day and year first above OPTIONEE WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co., LLC, a California limited liability company, its Administrative General Partner By: Frank Cardone President By: Supportive Housing LLC, a California limited liability company, its Managing General Partner By: A Community of Friends, a California nonprofit public benefit corporation, its sole member/manager By: Dora Leong Gallo, President and Chief Executive Officer '19 35 1: *0 111 A Ia] Washington Santa Ana Housing Partners, L.P. 18201 Von Karman Avenue, Suite 900 Irvine, CA 92612 P: (949) 660-7272 January 31, 2020 Mr. Judson Brown Housing Division Manager City of Santa Ana Community Development Agency 20 Civic Center Plaza M-25, P.O. Box 1988 Santa Ana, California 92702 RE: Acceptance of terms of Option Agreement and Ground Lease Mr. Brown, Washington Santa Ana Housing Partners, L.P., the California limited partnership formed by The Related Companies of California, LLC and A Community of Friends, has reviewed and accepted the terms of the Option Agreement and the Ground Lease. If you have any questions, please don't hesitate to call me at (949) 660-7272. Washington Santa Ana Housing Partners, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co.. LLC. a California limited liability company, its Administrative General Partner Bv: Name: Liane Takano Title: Authorized Signatory 80A-136 ONII1:31II N OPTIONOR APPROVED AS TO FORM: COUNTY COUNSEL COUNTY OF ORANGE, County of Orange, California a political subdivision of the State of California By: Deputy Thomas Miller, Chief Real Estate Officer Date: County of Orange, California APPROVED AS TO FORM: HOUSING AUTHORITY OF THE CITY OF SANTA SO ALHO ANA ACTING AS THE HOUSING SUCCESSOR A ENERALCOUNSEL AGENCY a public body, corporate and politic By: Ryan O. sistant City Attorney Date lb[YStevenA. Mendoza, Executive Director Date Page 16 of 19 OPTION AGREEMENT -CROSSROADS 80A-137 We acknowledge receipt of the foregoing agreement and agree to comply with the terms of Section 15 thereof with respect to recordation of the Quitclaim Deed. Old Republic Title Company Julie Massey, Escrow Officer Page 17 of 19 OPTION AGREEMENT - CROSSROADS 8 e 3 Q rwWwWarml-kri ► PREMISES [to be attached] Page 18 of 19 OPTION AGREEMENT - CROSSROADS Q e 39 E HIBIT3 0I Z 20 ;il 19 v A�V i ry 1.0 1 N LINCOLN � 198E 004`SO-!/'POfl.` _, � k - 0 Se.TY (O' 4933 FULLER GRAND $ SrREEr O cn w n y STREE r 2 ma.rz d4 W i m Oa y 25'i 3d' AVENUE N 1 / oL 400-26 80A-140 EASTWOOD Z AVENUE Z w �n m I ATTACHMENT II LEASE [to be attached] Page 19 0119 OPTION AGREEMENT - CROSSROADS Q V e 4 1 GROUND LEASE THIS GROUND LEASE ("Lease") is made and effective as of the day of 2020 ("Effective Date") by and between the COUNTY OF ORANGE, a political subdivision of the State of California, the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, as tenants -in -common (respectively, the "County" and the "Agency", and collectively "Lessor") and WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership (hereinafter called "Tenant") (also referred to hereinafter each as "Party" or collectively as the "Parties"). RECITALS A. County and Agency are tenants -in -common of a certain property that encompasses the Premises (as hereinafter defined). B. County and Agency have executed a Joint Powers Agreement ("Joint Powers Agreement"), pursuant to which the County and Agency agreed to lease the Premises to the Tenant to develop, entitle and construct an 86-unit multifamily affordable housing project, as more fully described herein, upon the fulfillment of certain conditions precedent as set forth therein. C. The Parties have executed an Option Agreement, dated 12020 ("Option Agreement"), pursuant to which the Lessor had agreed to lease the Premises to the Tenant upon the fulfillment of certain conditions precedent. D. The County and Agency acknowledge that the conditions precedent required by the Joint Powers Agreement and Option Agreement have been fulfilled and therefore the Parties desire that Tenant shall ground lease the Premises from Lessor on the terms set forth herein. E. Lessor and Tenant have jointly agreed to enter into this Lease as of the date set forth above. F. On July 2, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with the Tenant to enter into negotiations for a sixty-five (65) year ground -lease of 1126 E. Washington Ave for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). G. On July 2, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -commitment letter with the Tenant for $3,971,440 in affordable housing funds consisting of $963,951 in Neighborhood Stabilization Program funds and $3,007,489 in HOME Investment Partnerships Program funds, for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). Page 11 80A-142 NOW, THEREFORE, in consideration of the above recitals, which are hereby incorporated into this Lease by reference, and mutual covenants and agreements hereinafter contained, County, Agency and Tenant mutually agree to the following: ARTICLE DEFINITIONS 1.1 Definitions: The following defined terms used in this Lease shall have the meanings set forth below. Other terms are defined in other provisions of this Lease, and shall have the definitions given to such terms in such other provisions. 1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein includes an individual, trust or entity), any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. 1.1.2. "Agency" shall mean the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have all rights granted to the Agency hereunder. 1.1.3. "Aggregate Transfer" shall refer to the total "Ownership Interest(s)" in Tenant transferred or assigned in one transaction or a series of related transactions (other than an Excluded Transfer) occurring since the latest of (a) the Effective Date, (b) the execution by Tenant of this Lease, or (c) the most recent Tenant Ownership Change; provided, however, that there shall be no double counting of successive transfers of the same interest in the case of a transaction or series of related transactions involving successive transfers of the same interest. Isolated and unrelated transfers shall not be treated as a series of related transactions for purposes of the definition of "Aggregate Transfer." 1.1.4. "Annual Operating Expenses" means all regular and customary annual expenses incurred in relation to the operation of the Premises, including the Improvements, as reflected on the annual budget that Tenant shall prepare and abide by each year during the Tenn of the loans made by the Agency, City, and County, separately, for the Improvements and for so long as Base Rent remains unpaid and outstanding, as approved in writing by the Lessor. Said Annual Operating Expenses shall include a reasonable property management and administrative fee, fees related to the tax credit syndication of the Premises, utility charges, operating and maintenance expenses, Project property taxes and Project insurance premiums, and such other costs as approved by the Lessor, in his/her reasonable discretion. Tenant will deliver an annual budget for the following year no later than December 1 for each year following issuance of a permanent certificate of occupancy for the Improvements. Lessor shall deliver any comments, or its approval to such operating budget within thirty (30) days of receipt thereof. If an operating budget for the following year has not been approved by Lessor and Tenant prior to January I of such year, the annual operating budget from the previous year shall apply until a new operating budget is approved. Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) which are due to or arising out of the Tenant's (A) breach or default of any mortgage loan, (B) fraudulent acts or willful misconduct or (C) breach or default under any other contract, lease or agreement pertaining to the Project. Annual Operating Expenses shall also not Page 12 80A-143 include other expenses not related to the Project's operations such as depreciation, amortization, accrued principal and interest expense on deferred payment debt and capital improvement expenditures. 1.1.5. "Annual Project Revenue" means all annual revenue generated by the Project from any source, including, but not limited to, rent payments, governmental assistance housing payments, laundry and other vending machine and pay telephone income. Notwithstanding the foregoing, Annual Project Revenue shall not include the following items: (a) security deposits from subtenants (except when applied by Tenant to rent or other amounts owing by subtenants); (b) capital contributions to Tenant by its members, partners or shareholders (including capital contributions required to pay deferred developer fee); (c) condemnation or insurance proceeds; (d) there shall be no line item, expense, or revenue shown allocable to vacant unit(s) at the Project; or (e) receipt by an Affiliate of management fees or other bona fide anus -length payments for reasonable and necessary Operating Expenses associated with the Project. 1.1.6. "Auditor -Controller" shall mean the Auditor -Controller, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors. 1.1.7. `Base Rent" shall mean a total of six million four hundred and fifty thousand dollars ($6,450,000) due and owing and payable in full on the Commencement Date, but if not paid in full on the Commencement Date, then the Base Rent amount paid in accordance with this Lease, including pursuant to Article III, below, with four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) being paid to the Agency pursuant to Section 3.1.2 and two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) being paid to the County pursuant to Section 3.1.1. Address APN Size (Acres) Size (SF) Land Percentage Value Allocation City Owned Site 398-092-14 1.456 63,423 63.69% $4,108,136 County Owned Site 398-092-13 0.83 36,155 36.31% $2,341,864 Total 2.286 99,578 100.00% $6,450,000 1.1.8. "Board of Supervisors" shall mean the Board of Supervisors of the County of Orange, a political subdivision of the State of California, the governing body of the County. 1.1.9. "Certificate of Occupancy" shall mean a temporary or final certificate of occupancy (or other equivalent entitlement, however designated) which entitles Tenant to commence normal operation and occupancy of the Improvements. 1.1.10. "Chief Real Estate Officer" shall mean the Chief Real Estate Officer, County Executive Office, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the County Board of Supervisors. 1.1.11. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. Page13 80A-144 1.1.12. "Claims" shall mean liens, claims, demands, suits, judgments, liabilities, damages, fines, losses, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of any of the foregoing. 1.1.13. "Commencement Date" shall mean the date on which a Certificate of Occupancy is issued for the Project, and on which the Term shall commence and Base Rent shall become due and payable. 1.1.14. "Contractor" shall mean Tenant's general contractor for the construction of the Improvements. 1.1.15. "County" shall mean the County of Orange, a political subdivision of the State of California. 1.1.16. "Effective Date" is defined in the introductory paragraph to this Lease, and shall be the date on which Tenant take possession of the Premises and is entitled to commence construction pursuant to Article V, below. 1.1.17. "Event of Default" is defined in Section 11.1. 1.1.18. "Excluded Transfer" shall mean any of the following: (a) A transfer by any direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date or the date on which a Tenant Ownership Change occurred as to the interest transferred, to any other direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date, including in each case to or from a trust for the benefit of the immediate family of any direct or indirect partner or member of Tenant who is an individual; (b) A transfer of an Ownership Interest in Tenant or in constituent entities of Tenant (i) to a member of the immediate family of the transferor (which for purposes of this Lease shall be limited to the transferor's spouse, children, parents, siblings, and grandchildren); (ii) to a trust for the benefit of a member of the immediate family of the transferor; (iii) from such a trust or any trust that is an owner in a constituent entity of Tenant as of the Effective Date, to the settlor or beneficiaries of such trust or to one or more other trusts created by or for the benefit of any of the foregoing persons, whether any such transfer described in this subsection is the result of gift, devise, intestate succession, or operation of law; or (iv) in connection with a pledge by any partners or members of a constituent entity of Tenant to an affiliate of such partner or member; (c) A transfer of a direct or indirect interest resulting from public trading in the stock or securities of an entity, when such entity is a corporation or other entity whose stock and/or securities is/are traded publicly on a national stock exchange or traded in the over-the-counter market and the price for which is regularly quoted in recognized national quotation services; Page14 80A-145 (d) A mere change in the form, method, or status of ownership (including, without limitation, the creation of single -purpose entities) as long as the ultimate beneficial ownership remains the same as of the Effective Date, or is otherwise excluded in accordance with subsections (a) — (c) above; (e) A transfer to an Affiliated nonprofit public benefit corporation or for - profit corporation, or to a limited partnership whose general partner is a nonprofit corporation, for - profit corporation or limited liability company Affiliated with the Tenant or the Tenant's general partner, subject to the County and Agency's right to reasonably approve the agreement to effect such assignment or transfer; (f) The lease, assignment of lease or sublease of any individual residential unit in the Improvements; (g) A transfer of the Tenant's interest in the Premises by foreclosure or deed in lieu of foreclosure (i) to any bona fide third -party lender holding a lien encumbering the Premises (or its nominee), and (ii) by a Lender Foreclosure Transferee to a third -party made in accordance with Section 17.6.5; (h) Transfers of any limited partnership or membership interest in the Tenant to an investor solely in connection with the tax credit syndication of the Premises in accordance with Section 42 of the Internal Revenue Code of 1986, as amended (the "Tax Credit Laws"), (including, without limitation, a subsequent transfer of the Limited Partner's interest to an Affiliate of the Limited Partner), provided, such syndication shall not extend the Term of this Lease; (i) The grant or exercise of an option agreement or right of fast refusal solely in connection with the tax credit syndication of the Premises in accordance with the Tax Credit Laws provided that the syndication shall not extend the Term of this Lease; 0) The removal and replacement of one or both of Tenant's general partners pursuant to the terms of Tenant's Partnership Agreement as of the Effective Date and replacement by the Limited Partner, or an Affiliate thereof, or (k) Any assignment of the Lease by Tenant to an Affiliate of Tenant or to a Mortgagee as security in which there is no change to the direct and indirect beneficial ownership of the leasehold interest. 1.1.19. "Force Majeure Event" is defined in Article XIV. 1.1.20. "Hazardous Material(s)" is defined in Section 4.5. 1.1.21. "HCD" shall mean the California Department of Housing and Community Development. 1.1.22. "Improvement Costs" shall mean the final actual construction costs incurred by Tenant in connection with the construction of the Improvements and in accordance with the terms of this Lease, excluding ordinary repair and maintenance costs and any Permitted Capital Expenditures paid for out of the Capital Improvement Fund. Page 15 80A-146 1.1.23. "Improvements" shall mean and includes all buildings (including above- ground and below ground portions thereof, and all foundations and supports), building systems and equipment (such as HVAC, electrical and plumbing equipment), physical structures, fixtures, hardscape, paving, curbs, gutters, sidewalks, fences, landscaping and all other improvements of any type or nature whatsoever now or hereafter made or constructed on the Premises. The term Improvements shall mean the Initial Improvements and any replacement improvements constructed in accordance with the terms of this Lease. During the entire Term, the Improvements will be restricted to the following uses: (a) multifamily affordable housing, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses as needed for the siting of the affordable housing and supportive housing units, as approved by the Lessor. 1.1.24. "Includes" shall mean "includes but is not limited to" and "including" shall mean "including but is not limited to." 1.1.25. "Initial Improvements" shall mean the improvements first constructed by Tenant on the Premises at its sole cost and expense as more particularly described in Exhibit B attached hereto and incorporated by reference herein. 1.1.26. "Interest Rate" shall mean the lower of: (a) the reference or prime rate of U.S. Bank National Association, in effect from time to time plus three percent (3%); or (b) the highest rate of interest permissible under the Laws not to exceed the rate of twelve percent (12%) per annum. 1.1.27. "Laws" shall mean all laws, codes, ordinances, statutes, orders and regulations now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity that are binding on and applicable to the Premises and improvements. 1.1.28. "Lease" shall mean this Ground Lease (including any and all addenda, amendments and exhibits hereto), as now or hereafter amended. 1.1.29. "Leasehold Estate" is defined in Section 17.1.1. 1.1.30. "Leasehold Foreclosure Transferee" is defined in Section 17.1.2. 1.1.31. "Leasehold Mortgage" is defined in Section 17.1.3. 1.1.32. "Leasehold Mortgagee" is defined in Section 17.1.4. 1.1.33. "Lender" shall mean: (a) a bank, savings bank, investment bank, savings and loan association, mortgage company, insurance company, trust company, commercial credit corporation, real estate investment trust pension trust or real estate mortgage investment conduit; or (b) some other type of lender engaged in the business of making commercial loans, provided that such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or shareholder's equity of at least $500,000,000 (or a substantially similar financial capacity if the foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental Page 16 80A-147 entity, including but not limited to HCD, which provides predevelopment, acquisition, construction and/or permanent financing for Tenant's acquisition and development of the Property. 1.1.34. "Lessor's Interest" shall mean all of County's and Agency's interests in the real property, the Premises, this Lease as tenants -in -common and their existing and reversionary interest in the real property, Premises, as well as the Improvements upon the expiration of the Term or earlier termination thereof. 1.1.35. "Lessor Parties" shall mean, collectively and individually, the County, the Agency and their respective Affiliates, governing boards, agents, employees, members, officers, directors and attorneys. 1.1.36. "Limited Partner" shall mean any limited partner or investor member (and its successors and/or assigns) of Tenant and shall include all references to "investor" in this Ground Lease. 1.1.37. "Net Refinancing Proceeds" is defined in Section 3.2. 1.1.38. "Net Syndication Proceeds" is defined in Section 3.2. 1.1.39. "New Lease" is defined in Section 17.7.1. 1.1.40. "Operating Costs" is defined in Section 3.4.1. 1.1.41. "Ownership Interests" shall mean the share(s) of stock, partnership interests, membership interests, other equity interests or any other direct or indirect ownership interests in Tenant, regardless of the form of ownership and regardless of whether such interests are owned directly or through one or more layers of constituent partnerships, corporations, limited liability companies, or trusts. 1.1.42. "Partnership Related Fees" shall mean the following fees of Tenant (or partners thereof pursuant to Tenant's Partnership Agreement) which are actually paid including: (i) a limited partner asset management fee payable to the Limited Partner in the annual amount of $5,000 (increased annually by 3%); and (ii) partnership management fee (administrative and/or managing general partner) payable to the general partners of Tenant in the aggregate annual amount of $20,000 (increased annually by 3%). 1.1.43. "Person" shall include firms, associations, partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 1.1.44. "Premises" shall mean that certain real property containing approximately 2.28 acres of undeveloped land in the City, together with all easements, rights and privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Tenant intends to construct the Improvements. The legal description of the Premises is attached hereto as Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as Exhibit A-1. Page 17 .4 I � ' • 1.1.45. "Project' shall mean the Improvements, and all related appurtenances, constructed by Tenant on the Premises. 1.1.46. `Bent" shall mean and includes the County Base Rent, the Agency Base Rent, and Additional Rent payable by Tenant under this Lease. 1.1.47. "Residual Receipts" means the Annual Project Revenue less (A) Annual Operating Expenses (hereinafter defined), (B) obligated debt service on Leasehold Mortgages for the funding of the improvements approved in writing by the Lessor at the closing of the construction financing for the Improvements or as otherwise approved pursuant to Section 17.2, below, (C) payment obligations approved in writing by the Lessor at the closing of the construction financing for the Improvements, (D) Partnership Related Fees (including accrued by unpaid Partnership Related Fees from the prior year or years), (E) repayment of loans, if any, made by Limited Partner to Tenant for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (F) repayment of loans, if any, made by a general partner of Tenant solely for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (G) deferred developer fee, and (H) scheduled deposits to reserves approved in writing by the Lessor at the closing of the construction financing for the Improvements (or such higher reserve deposits as may be reasonably required by any Leasehold Mortgagee). 1.1.48. `Risk Manager" shall mean the Manager of County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors and the Risk Manager for the City of Santa Ana, or designee, or upon written notice to Tenant, such other person as may be designated by the City Council. 1.1.49. "Taxes" is defined in Section 3.11.2. 1.1.51. "TCAC" is defined as the California Tax Credit Allocation Committee. 1.1.52. "Tenant Group" shall mean Tenant and Tenant's Affiliates, agents, employees, members, officers, directors and attorneys. 1.1.53. "Tenant Ownership Change" shall mean (a) any transfer or assignment by Tenant of the Leasehold Estate or (b) any "Aggregate Transfer" of at least twenty five percent (25%) of the "Ownership Interest(s)" in Tenant, in each case that is not an "Excluded Transfer." 1.1.54. "Tenant's Partnership Agreement" shall mean Tenants Amended and Restated Agreement of Limited Partnership dated as of 1.1.55. "Term" is defined in Section 2.2. 1.1.56. "Transfer" is defined in Section 10.1.1. 1.1.57. "Transfer Notice" is defined in Section 10.4. Page 18 80A-149 1.1.58. "Treasurer -Tax Collector" shall mean the Treasurer -Tax Collector, County of Orange, or designee, or upon written notice to Tenant, such other person or entity as may be designated by the Board of Supervisors. 1.1.59. "Utility Costs" is defined in Section 3.4.1. 1.1.60. "Work" shall mean both Tenant's construction activity with respect to the Improvements, including permitted future changes, alterations and renovations thereto and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. ARTICLE II LEASE OF PROPERTY 2.1 Lease of Premises. 2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions and reservations of this Lease. 2.1.2. Warranty of Peaceful Possession. Lessor covenants and warrants that, subject to the Tenant's payment of Rent and performance and observation of all of the covenants, obligations and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder. Except as otherwise set forth herein, the Lessor covenants and agrees that they shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same is expressly subject and subordinate to this Lease or any New Lease. 2.2 Term The "Term" of this Lease shall commence on the Effective Date of this Lease, and shall expire at 12:00 midnight Pacific Standard Time on the 62nd anniversary of the Commencement Date, unless sooner terminated as a result of Tenant's non-compliance with any terms, conditions, covenants, restrictions or reservations of this Lease. Notwithstanding the foregoing, the Term shall not exceed sixty five (65) years from the Effective Date. 2.3 Termination at End of Term. This Lease shall terminate without need of further actions of any Party at 12:00 midnight Pacific Standard Time on the last day of the Term. 2.4 Condition of the Premises. TENANT HEREBY ACCEPTS THE PREMISES "AS IS", AND ACKNOWLEDGES THAT THE PREMISES IS IN SATISFACTORY CONDITION. COUNTY AND AGENCY MAKES NO WARRANTY, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR TENANT'S PROPOSED USES. COUNTY AND AGENCY MAKE NO COVENANTS OR WARRANTIES, IMPLIED OR OTHERWISE, RESPECTING THE CONDITION OF THE SOIL, SUBSOIL, OR ANY OTHER CONDITIONS OF THE PREMISES OR THE PRESENCE OF HAZARDOUS MATERIALS, NOR DOES COUNTY OR AGENCY COVENANT OR WARRANT, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR THE PROPOSED DEVELOPMENT, CONSTRUCTION OR USE BY TENANT. COUNTY AND AGENCY SHALL NOT BE RESPONSIBLE FOR ANY LAND SUBSIDENCE, SLIPPAGE, SOIL INSTABILITY OR DAMAGE RESULTING Page 19 80A-150 THEREFROM. COUNTY AND AGENCY SHALL NOT BE REQUIRED OR OBLIGATED TO MAKE ANY CHANGES, ALTERATIONS, ADDITIONS, IMPROVEMENTS OR REPAIRS TO THE PREMISES. TENANT SHALL RELY ON ITS OWN INSPECTION AS TO THE SUITABILITY OF THE PREMISES FOR THE INTENDED USE. TENANT INITIALS: 2.5 Limitations of the Leasehold. This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record as of the date hereof or otherwise disclosed to Tenant prior to the date hereof. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of rights in the Premises which exceed those owned by Lessor, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or County's or Agency's interest therein. 2.6 Tenant's Investigation. Tenant acknowledges that it is solely responsible for investigating the Premises to determine the suitability thereof for the uses contemplated by Tenant. Tenant further acknowledges by executing this Lease that it has completed its investigation and has made such determinations as Tenant believes may be required under the circumstances. ARTICLE III TOTAL RENT 3.1 Base Rent. Throughout the Term of this Lease, regardless of an earlier termination date Tenant shall pay to the County and the Agency the Base Rent as set forth herein. 3.1.1 County Base Rent. Tenant shall make annual payments to County of thirty- three and four -tenths percent (33.4%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) is fully paid ("County Base Rent"). County Base Rent shall only become due after the Tenant has repaid that certain loan from the County awarded under the 2016 Permanent Supportive Housing Notice of Funding Availability, Addendum One, evidenced by a Loan Agreement, Promissory Note and Leasehold Deed of Trust, in the amount of $2,280,701, which is also being paid out of the same thirty-three and four -tenths percent (33.4%) of the Residual Receipts. On the last day of the Term the then outstanding amount of the County Base Rent shall be paid in full if not already paid by that time. County Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3%) per year until paid in full. Once the County Base Rent has been paid in full with interest, Tenant shall have no further obligation for County Base Rent under this Lease. 3.1.2 Agency Base Rent. Tenant shall also make annual payments to Agency of thirty-three and one-third percent (33.3%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) is fully paid ("Agency Base Rent"). Agency Base Rent shall only become due after the Tenant has repaid those two certain loans from the City, each evidenced by a Loan Agreement, Promissory Note, Deed of Trust, and Affordability Restrictions on Transfer of Property dated , 20 , in the amount of $3,007,489.00, and dated 120 , in the amount of $963,951, which is also being paid out of the same thirty-three and one-third percent (33.3%) of the Residual Receipts. On Page 110 80A-151 the last day of the Term the then outstanding amount of the Agency Base Rent shall be paid in full if not already paid by that time. Agency Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3%) per year until paid in full. Once the Agency Base Rent has been paid in full, Tenant shall have no further obligation for Agency Base Rent under this Lease. 3.2 Net Refinancing Proceeds/Net Syndication Proceeds. Any Net Refinancing Proceeds or Net Syndication Proceeds received by Tenant shall be used to pay any unpaid Base Rent. Additionally, the Tenant's right and obligation to use such net proceeds to pay Base Rent is subject to the rights of Leasehold Mortgagees to control the use of such proceeds pursuant to the terms of their respective loan documents, all of which have been reviewed and reasonably approved by the Lessor and is further subject to the consent of TCAC to the extent required under the applicable regulations or the extended use agreement. Without limiting application of those loan documents and TCAC regulations and requirements, in no case shall Tenant be permitted to retain Net Refinancing Proceeds or Net Syndication Proceeds without the prior written consent of the Lessor, until full satisfaction of the unpaid Base Rent. Notwithstanding the foregoing, this Section 3.2 shall not apply to (i) any Excluded Transfer or (ii) any financing described in Section 17.2. "Net Refinancing Proceeds" shall be defined as the proceeds from the refinancing of any loan approved by Lessor hereunder, net of all of the following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to rehabilitate the Project, including the costs necessary to obtain refinancing proceeds (such as consultant, legal and other consultant costs), the soft costs related to the rehabilitation of the Project (such as architecture, engineering and other consultant costs, and all required relocation costs), and all hard costs of the rehabilitation, all of which have been reviewed and reasonably approved by the Lessor. "Net Syndication Proceeds" shall be defined as syndication proceeds net of final Project hard and soft construction costs, including developer fee, based on a cost certification completed at the end of construction, and syndication costs all of which has been reviewed and reasonably approved by the Lessor. 3.3 Triple Net Rent. It is the intent of the Parties that all Rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature incurred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant's use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall County or Agency be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.4 Insufficient Funds. For purposes of this Section 3.4, Rent shall have the same meaning as stated in Section 1.1.42. If any payment of Rent or other fees made by check is returned due to insufficient funds or otherwise, County and Agency shall have the right to require Tenant to make all subsequent Rent payments by cashier's check, certified check or automated clearing house debit system. All Rent or other fees shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. No payment by Tenant or receipt by County and Agency of a lesser amount than the Rent or other fees due shall be deemed to be other than on account of the Rent or other fees due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and County Page111 80A-152 and Agency shall accept such check or payment without prejudice to County's and Agency's right to recover the balance of the Rent or other fees or pursue any other remedy available to the County or Agency in this Lease. 3.5 Reserved. 3.6 Additional Rent. 3.6.1. Additional Rent. During the Term, the Base Rent shall be absolutely net to County and Agency so that all costs (including but not limited to Operating Costs and Utility Costs, as defined below), fees, taxes (including but not limited to Real Estate Taxes and Equipment Taxes, as defined below), charges, expenses, impositions, reimbursements, and obligations of every kind relating to the Premises shall be paid or discharged by Tenant as additional rent ("Additional Rent"). Additional Rent shall also include such amounts as described in Article XL As more particularly set forth in Sections 3.6.3 and 3.6.6, below, Tenant has the right to pay under protest the foregoing Additional Rent, as applicable, and defend against the same. Any imposition rebates shall belong to Tenant. 3.6.2. Taxes. During the Term, Tenant shall pay directly to the taxing authorities all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof, "Taxes" shall include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax, tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, flood control, water pollution control, public transit or other special district thereof, as against any legal or equitable interest of County or Agency in the Premises or any payments in lieu of taxes required to be made by County or Agency, including, but not limited to, the following: (a) Any assessment, tax, fee, levy, improvement district tax, charge or similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be included within the definition of "Taxes" for the purpose of this Lease. (b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city, county, state or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (c) Any assessment, tax, fee, levy, charge or similar imposition upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease; Page 112 80A-153 (d) Any assessment, tax, fee, levy, charge or similar imposition by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Premises are a part. The definition of "Taxes," including any additional tax the nature of which was previously included within the definition of "Taxes," shall include any increases in such taxes, levies, charges or assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring as a result of a sale or otherwise. 3.6.3. Contest of Taxes. Tenant shall have the right to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or Improvements or any part thereof, provided, however, that the contest, opposition or objection must be filed before such time the Taxes or other charge at which it is directed becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties, costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Tenant's contest, opposition or objection to such tax, assessment or other charge. 3.6.4. Payment by Lessor. Should Tenant fail to pay any Taxes required by this Article III to be paid by Tenant within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with Section 3.6.3, and if such amount is not paid by Tenant within fifteen (15) days after receipt of Lessor's written notice advising Tenant of such nonpayment, County and/or Agency may, without further notice to or demand on Tenant, pay, discharge or adjust such tax, assessment or other charge for the benefit of Tenant. In such event Tenant shall promptly on written demand of County or Agency reimburse County and/or Agency for the full amount paid by County and/or Agency in paying, discharging or adjusting such tax, assessment or other charge, together with interest at the Interest Rate from the date advanced until the date repaid. 3.6.5. Operating Costs. Tenant shall pay all Operating Costs during the Term prior to delinquency. As used in this Lease, the term "Operating Costs" shall mean all charges, costs and expenses related to the Premises, including, but not limited to, management, operation, maintenance, overhaul, improvement, replacement or repair of the Improvements and/or the Premises. 3.6.6. Utility Costs. Tenant shall pay all Utility Costs during the Term prior to delinquency. As used in this Lease, the term "Utility Costs" shall include all charges, surcharges, taxes, connection fees, service fees and other costs of installing and using all utilities required for or utilized in connection with the Premises and/or the Improvements, including without limitation, costs of heating, ventilation and air conditioning for the Premises, costs of furnishing gas, electricity and other fuels or power sources to the Premises, and the costs of furnishing water and sewer services to the Premises. Tenant agrees to indemnify and hold harmless the County and Agency against any liability, claim, or demand for the late payment or non-payment of Utility Costs. Page 113 80A-154 ARTICLE IV USE OF PREMISES 4.1 Permitted Use of Premises. Tenant may use the Premises for the construction, development, entitlement, operation, maintenance, replacement and repair of the Improvements as follows: 4.1.1. Required Services and Uses. Lessor's primary purpose for entering into this Lease is to promote the development of the Improvements consistent with this Lease. In furtherance of that purpose, Tenant shall construct and during the entire Term operate, maintain, replace and repair the Improvements in a manner consistent with the Laws and for the following uses: (a) multifamily affordable housing, and appurtenant improvements, including, without limitation, parking, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses, as approved by the Lessor. 4.1.2. Ancillary Services and Uses. Subject to the prior written approval of Lessor, which approval may be granted or withheld in the sole discretion of the Lessor, Tenant may provide those additional services and uses which are ancillary to and compatible with the required services and uses set forth in Section 4.1. L, above. 4.1.3. Additional Concessions or Services. Tenant may establish, maintain, and operate such other additional facilities, concessions, and services as Tenant and Lessor may jointly from time to time reasonably determine to be reasonably necessary for the use of the Premises and which are otherwise permitted by Law for the sole purpose to provide affordable housing and/or emergency shelter. 4.1.4. Restricted Use. The services and uses listed in this Section 4.1, both required and optional, shall be the only services and uses permitted. Tenant agrees not to use the Premises for any other purpose or engage in or permit any other activity within or from the Premises unless approved in writing by the Lessor, which approval may be granted or withheld in the sole discretion of the Lessor. 4.1.5. Continuous Use. During the Term, Tenant shall continuously conduct Tenant's business in the Premises in the manner provided under this Lease and shall not discontinue use of the Premises for any period of time except in the case of a Force Majeure Event or as permitted in advance and in writing by the Lessor. 4.1.6. Alcohol Restrictions. Tenant shall not permit the sale or service of alcoholic beverages on the Premises. 4.1.7. Permits and Licenses. Tenant shall be solely responsible to obtain, at its sole cost and expense, any and all permits, licenses or other approvals required for the uses permitted herein and shall maintain such permits, licenses or other approvals for the entire Term. Page 114 80A-155 4.2 Nuisance; Waste. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises and Improvements or any part thereof. Tenant shall not commit or allow to be committed any waste in or upon the Premises or Improvements and shall keep the Premises and the Improvements thereon in good condition, repair and appearance. 4.3 Compliance with Laws. Tenant shall not use or permit the Premises or the Improvements or any portion thereof to be used in any manner or for any purpose that violates any applicable Laws. Tenant shall have the right to contest, in good faith, any such Laws, and to delay compliance with such Laws during the pendency of such contest (so long as there is no material threat to life, health or safety that is not mitigated by Tenant to the satisfaction of the applicable authorities). Lessor may cooperate with Tenant in all reasonable respects in such contest, including joining with Tenant in any such contest if County and/or Agency's joinder is required in order to maintain such contest; provide, however, that any such contest shall be without cost to Lessor, and Tenant shall indemnify, defend (with attorneys acceptable to Lessor), and hold harmless the Lessor from any and all claims, liabilities, losses, damages, or actions of any kind and nature, including reasonable attorneys' fees, arising or related to Tenant's failure to observe or comply with the contested Law during the pendency of the contest. 4.4 Hazardous Materials. 4.4.1. Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the County and/or Agency acting in their governmental capacity, the State of California or the United States government. 4.4.2. Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection with the construction, operation, maintenance and repair of the Improvements or used in connection with any permitted use of the Premises and Improvements under this Lease (which Hazardous Materials shall be used in compliance with all applicable Laws), Tenant or Tenant's employees, agents, independent contractors or invitees (collectively "Tenant Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). 4.4.3. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, and excluding Hazardous Materials existing on the Premises prior to the Effective Date (the "Existing Hazardous Materials"), results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of County or Agency under this Lease, Tenant shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by this Lease or by applicable Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant Parties, excluding the Existing Hazardous Materials. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to Page 115 80A-156 the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi -governmental entity without fast obtaining the prior written consent of the Lessor. All work performed or caused to be performed by Tenant as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by Lessor. 4.4.4. Indemnification for Hazardous Materials. (a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials, officers, employees, agents, independent contractors, and the Premises, from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all other professional or consultant's expenses), whether foreseeable or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous Materials. (b) The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans. (c) The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination; provided, however, that the indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the Term of this Ground Lease, or (c) as a result of the grossly negligent or wrongful acts or omissions of Lessor. 4.5 Access by Lessor. Lessor reserves the right for County, Agency and their authorized representatives to enter the Premises upon two (2) business days' prior written notice to Tenant, during normal business hours, in order to determine whether Tenant is complying with Tenant's obligations hereunder, or to enforce any rights given to County or Agency under this Lease. Lessor and its representatives shall report to the Tenant's on -site office and must be accompanied by a representative of Tenant at all times while on the Property and obey Tenant's rules and regulations. Tenant acknowledges Lessor have the authority to enter the Premises and perform work on the Premises at any time as needed to provide immediate or necessary protection for the general public. Lessor will take all necessary measures not to unreasonably interfere with Tenant's business at the Premises in exercising its rights under this Section. Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys' fees, which results fromLessor's willful misconduct or gross negligence, or willful misconduct or gross negligence committed by any party acting under Lessor's authority, of the rights granted by this Section 4.5. Page 116 80A-157 ARTICLE V CONSTRUCTION OF 1WROVEMENTS 5.1 Construction of Improvements. 5.1.1. Initial Improvements. Upon the fulfillment of the Preconditions set forth in Section 5.1.2, below, and payment for and issuance of all permits required under the Laws (whether from County or City in their governmental capacity, or otherwise), Tenant shall construct the Initial Improvements. 5.1.2. Preconditions. No work for development of the Initial Improvements shall be commenced, and no building or other materials shall be delivered to the Premises, until: (a) Lessor has provided approval in writing that all the conditions set forth in Section 5 of the Option Agreement have been satisfied; (b) Tenant has obtained a permit through the City, submitted Project design, conceptual development, plans and special provisions for the construction of Improvements in accordance with the Lessor's criteria, standard and practices; (c) Tenant has given Lessor written notice of the proposed commencement of construction of the Premises or the delivery of construction materials in order to allow Lessor to take all necessary actions under California Civil Code section 3094, including posting of a notice of non - responsibility at the Premises; and (d) Tenant has provided to Lessor evidence that (i) Tenant has entered into a Construction Contract with a Contractor in accordance with Section 5.2 below, (ii) Tenant has secured the construction funding required under Section 5.1.4 below, and (iii) Tenant has provided Lessor with assurances sufficient to construct the Initial Improvements in accordance with Section 5.3 below. 5.1.3. Utilities. To the extent not already constructed, Tenant, at no cost to Lessor, shall construct or cause to be constructed all water, gas, heat, light, power, air conditioning, telephone, broadband intemet, and other utilities and related services supplied to and/or used on the Premises at Tenant's sole cost and expense for the purposes of conducting Tenant's operations thereon. All such utilities shall be separately metered from any utilities which may be used by County and/or Agency in conducting its operations, if any, on or about the Premises. Nothing contained in this Section is to be construed or implied to give Tenant the right or permission to install or to permit any utility poles or communication towers to be constructed or installed on the Premises. 5.1.4. Construction Funding. Prior to commencement of construction of the Initial Improvements, Tenant shall provide to Lessor evidence reasonably satisfactory to Lessor of funding available to Tenant that is sufficient to pay for Tenant's estimated total cost of constructing the Initial Improvements, which evidence may consist of (i) a written commitment to Tenant from a Lender selected by Tenant to provide a construction loan to Tenant for the purpose of constructing the Initial Improvements (which may be secured by a Leasehold Mortgage encumbering Tenant's leasehold interest under this Lease), (ii) actual equity funds then held by Tenant or irrevocably committed to be paid to Tenant for the purpose of constructing the Initial Improvements, or (iii) any combination of the foregoing. Tenant may from time to time change any of the foregoing funding sources and the Page 117 80A-158 allocation thereof, so long as the aggregate available funding continues to be sufficient to pay for Tenant's estimated remaining cost of constructing the Initial Improvements, provided that Tenant shall promptly notify Lessor of any such change. 5.1.5. Compliance with Laws and Permits. Tenant shall cause all Improvements made by Tenant to be constructed in substantial compliance with all applicable Laws, including all applicable grading permits, building permits, and other permits and approvals issued by governmental agencies and bodies having jurisdiction over the construction thereof. No permit, approval, or consent given hereunder by County and/or Agency, in their governmental capacity, shall affect or limit Tenant's obligations hereunder, nor shall any approvals or consents given by County and/or Agency, as a Party to this Lease, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations. 5.1.6. Reports. Not less than monthly from the commencement of construction of the Initial Improvements, Tenant shall provide Lessor with written construction status reports in the form of AIA No. G702 ("Application and Certification for Payment") or comparable form, augmented by oral reports if so requested by County or Agency. 5.1.7. Certificate of Occupancy. Tenant shall provide Lessor with a copy of the Certificate of Occupancy promptly following issuance thereof The date of issuance of the Certificate of Occupancy shall be the Commencement Date hereunder. 5.1.8. Insurance. Tenant (or the Contractor, as applicable) shall deliver to Lessor both (i) certificates of insurance evidencing coverage for "builder's risk," as specified in Section 8.1, and (ii) evidence of worker's compensation insurance, which provide the requisite insurance levels in accordance with Article VIII, for all persons employed in connection with the construction of any Improvements upon the Premises and with respect to whom death or bodily injury claims could be asserted against County and/or Agency or the Premises. Tenant shall (or shall cause Contractor to) maintain, keep in force and pay all premiums required to maintain and keep in said insurance herein at all times during which construction Work is in progress. 5.1.9. Mechanic's Liens. (a) Payment of Liens. Tenant shall pay or cause to be paid the total cost and expense of all "Work of Improvement," as that phrase is defined in the California Mechanics' Lien law in effect and as amended from time to time. Tenant shall not suffer or permit to be enforced against the Premises or Improvements or any portion thereof, any mechanics', materialmen's, contractors' or subcontractors' liens arising from any work of improvement, however it may arise. Tenant may, however, in good faith and at Tenant's sole cost and expense contest the validity of any such asserted lien, claim, or demand, provided Tenant (or any contractor or subcontractor, as applicable) has furnished the release bond (if required by County, Agency or any construction lender) required in California Civil Code section 8000 et seq. (or any comparable statute hereafter enacted for providing a bond freeing the Premises from the effect of such lien claim). In the event a lien or stop -notice is imposed upon the Premises as a result of such construction, repair, alteration, or installation, and provided the lien is not the result of actions of, or work performed by, the Lessor, Tenant shall either: (1) Record a valid Release of Lien, or Page 118 80A-159 (2) Procure and record a bond in accordance with Section 8424 of the Civil Code, which releases the Premises from the claim of the lien or stop -notice and from any action brought to foreclose the lien, or (3) Post such security as shall be required by Tenant's title insurer to insure over such lien or stop -notice, or (4) Should Tenant fail to accomplish either of the three optional actions above within 30 days after Tenant receives notice of the filing of such a lien or stop -notice, it shall constitute an Event of Default hereunder. (b) Indemnification. Tenant shall at all times indemnify, defend with counsel approved in writing by County and/or Agency and hold County and Agency harmless from all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Premises, and from the cost of defending against such claims, including reasonable attorneys' fees and costs, but excluding any liability resulting from the gross negligence or willful misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. (c) Protection Against Liens. Lessor shall have the right to post and maintain on the Premises any notices of non -responsibility provided for under applicable California law. During the course of construction, Tenant shall obtain customary mechanics' lien waivers and releases. Upon completion of the construction of any Improvements, Tenant shall record a notice of completion in accordance with applicable law. Promptly after the Improvements have been completed, Tenant shall (or shall cause Contractor to) record a notice of completion as defined and provided for in California Civil Code section 8000 et seq. (d) Lessor's Rights. If Tenant (or any contractor or subcontractor, as applicable) does not cause to be recorded the bond described in California Civil Code section 8000 et seq. or otherwise protect the Premises and Improvements under any alternative or successor statute, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Tenant fails to stay the execution of judgment by lawful means or to pay the judgment, Lessor shall have the right, but not the duty to pay or otherwise discharge, stay or prevent the execution of any such judgment or lien or both. Upon any such payment by County and/or Agency, Tenant shall immediately upon receipt of written request therefor by County or Agency, reimburse County and/or Agency for all sums paid by County and/or Agency under this paragraph together with all County and/or Agency's reasonable attorney's fees and costs, plus interest at the Interest Rate from the date of payment until the date of reimbursement. 5.1.10. No Responsibility. Any approvals by County or Agency with respect to any Improvements shall not make County or Agency responsible for the Improvement with respect to which approval is given or the construction thereof. Tenant shall indemnify, defend and hold Lessor harmless from and against all liability and all claims of liability (including, without limitation, reasonable attorneys' fees and costs) arising during the Term of this Lease for damage or injury to persons or property or for death of persons arising from or in connection with the Improvement or construction thereof, but excluding any liability resulting from the gross negligence or willful Page 119 80A-160 misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. 5.2 Construction Contracts. 5.2.1. Construction Contract. Tenant shall enter into a written contract with a general contractor ("Contractor") for construction of the Initial improvements based upon the "Construction Contract Documents" approved pursuant to the Option Agreement. All construction of the Initial Improvements shall be performed by contractors and subcontractors duly licensed as such under the laws of the State of California. Tenant shall give Lessor a true copy of the contract or contracts with the Contractor. 5.2.2. Assignment to County and/or Agency. Tenant shall obtain the written agreement of the Contractor that, at County and/or Agency's election and in the event that Tenant fails to perform its contract with the Contractor, such Contractor will recognize County and/or Agency as the assignee of the contract with the Contractor, and that County and/or Agency may, upon such election, assume such contract with credit for payments made prior thereto. Notwithstanding the foregoing, the County's and/or Agency's rights under this Section 5.2.2 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.3 Tenant's Assurance of Construction Completion. Prior to commencement of construction of the Initial improvements, or any phase thereof, within the Premises by Tenant, Tenant shall furnish to Lessor evidence that assures Lessor that sufficient monies will be available to complete the proposed construction. The amount of money available shall be at least the total estimated construction cost. Such evidence may take one of the following forms: 5.3.1. Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Tenant, County, Agency and any Leasehold Mortgagees as obligees. 5.3.2. Irrevocable letter of credit issued to Lessor from a financial institution to be in effect until County and Agency acknowledges satisfactory completion of construction; 5.3.3. Cash deposited with the County or Agency (may be in the form of cashier's check or money order or may be electronically deposited); 5.3.4. A completion guaranty, in favor of County and Agency from an Affiliate of The Related Companies of California, LLC, in a form reasonably acceptable to Lessor, coupled with a repayment guaranty in favor of the senior construction lender for its loan; 5.3.4. Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to Lessor. All bonds and letters of credit shall be in a form acceptable to Lessor, County's Risk Manager and City's Risk Manager in their reasonable discretion, and shall insure faithful and full observance and performance by Tenant of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Premises. Page 120 80A-161 Tenant shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Initial Improvements, and shall name the County and City as an additional obligee on, with the right to enforce, any such bonds. 5.4 Ownership of Improvements. 5.4.1. For purposes of this Section 5.4, "Term" shall have the meaning stated in Section 2.2.3. 5.4.2. During Term. Title to all Improvements constructed or placed on the Premises by Tenant and paid for by Tenant are and shall be vested in Tenant during the Term of this Lease, until the expiration or earlier termination thereof. Any and all depreciation, amortization and tax credits for federal or state purposes relating to the Improvements located on the Premises and any and all additions thereto shall be deducted or credited exclusively by Tenant during the Term. The Parties agree for themselves and all persons claiming under them that the Improvements are real property. 5.4.3. Upon Expiration or Earlier Termination of Term. All Improvements on the Premises at the expiration or earlier termination of the Term of this Lease shall, without additional payment to Tenant, then become Lessor's property free and clear of all claims to or against them by Tenant and free and clear of all Leasehold Mortgages and any other liens and claims arising from Tenant's use and occupancy of the Premises, and with Taxes paid current as of the expiration or earlier termination date. Tenant shall upon the expiration or earlier termination of the Term deliver possession of the Premises and the Improvements to Lessor in good order, condition and repair consistent with the requirements of this Lease and in compliance with all applicable laws and regulations for the occupancy of the Project, taking into account reasonable wear and tear and the age of the Improvements. 5.5 "AS -BUILT" Plans. Within sixty (60) days following completion of any substantial improvement within the Premises, Tenant shall furnish the Lessor a complete set of reproducibles and two sets of prints of "As -Built" plans and a magnetic tape, disk or other storage device containing the "As -Built" plans in a form usable by Lessor, to Lessor's satisfaction, on Lessor's computer aided mapping and design ("CAD") equipment. CAD files are also to be converted to Acrobat Reader (pdf format), which shall be included on the disk or CD ROM. In addition, Tenant shall furnish Lessor copy of the final construction costs for the construction of such improvements. 5.6 Capital Improvement Fund. 5.6.1. Tenant shall establish and maintain a reserve fund (the "Capital Improvement Fund") during the Term of this Lease (as "Term" is defined in Section 2.2) in accordance with the provisions of this Section 5.6 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements during the Term of this Lease. 5.6.2. Tenant and Lessor agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as IIVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the Page 121 80A-162 capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements ("Permitted Capital Expenditure(s)"). 5.6.3. The Capital Improvement Fund shall not be used to fund any portion of the construction cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. 5.6.4. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant's reasonable discretion and subject to Lessor's written approval as provided for in Section 5.6.9, below. Tenant shall furnish to the Lessor applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.6.5. The Capital Improvement Fund shall be held in an account established with a Lender acceptable to the Lessor, into which deposits shall be made by Tenant pursuant to Section 5.6.8, below. 5.6.6. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.6 with capital improvement reserves (or replacement reserves) required by Tenant's Leasehold Mortgagees or the Limited Partner, as long as such capital improvement reserves or replacement reserves are in all material respects administered and utilized in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.6. 5.6.7. In the event of default by Tenant and the early termination of this Lease, the Lessor shall have full access to the Capital Improvement Fund, provided the Tenant's Leasehold Mortgagee does not use it within a reasonable time for the purposes stated in this Section 5.6; provided, however, that Lessor's rights under this Section 5.6.7 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.6.8. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total rent collected by Tenant from sub -tenants for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.6. 5.6.9. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.6. For the purpose of obtaining the Lessor's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Lessor on an annual calendar year basis a capital expenditure plan for the upcoming year which details the amount and purpose of anticipated Capital Improvement Fund expenditures ("Capital Improvement Page 122 80A-163 Plan"). Lessor shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre -approved by Lessor (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Lessor for the Lessor's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the Lessor and provide applicable documentation to the Lessor thereafter for approval. If the Lessor disapproves the emergency expenditure which was not previously approved by Lessor, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the Lessor of its decision. 5.6.10. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant. ARTICLE VI REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION 6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and any and all Improvements now or hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that the Premises does not deteriorate more quickly than its age and reasonable wear and tear would otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in all material respects. Tenant shall immediately notify the Lessor of any damage relating to the Premises. 6.2 Interior Improvements, Additions and Reconstruction of Improvements. Following the completion of construction of the Initial Improvements, Tenant shall have the right from time to time to make any interior improvements to the Improvements that are consistent with the Lessor's approved use of the Premises as reflected in this Lease, without Lessor's prior written consent, but with prior written notice to the Lessor (except in the event of an emergency, in which case no prior written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon as practicable). With prior written approval of Lessor, Tenant may restore and reconstruct the Improvements, and in that process make any modifications otherwise required by changes in Laws, following any damage or destruction thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or improvements to the Improvements for uses consistent with the Lessor approved use of the Premises as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. Page 123 80A-164 6.3 All Other Construction, Demolition, Alterations, Improvements and Reconstruction. Following the completion of construction of the Initial Improvements, and except as specified in Sections 6.1 and 6.2, any construction, alterations, additions, major repairs, demolition, improvements or reconstruction of any kind shall require the prior written consent of the Lessor, which consent shall not be unreasonably conditioned, delayed or withheld and may require their respective governing body's approval (e.g. Board of Supervisors' and City Council approval). Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall: (i) make all alterations, improvements, demolitions, additions or repairs to the Premises and/or the Improvements required to be made by any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; (ii) observe and comply in all material respects with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements (subject to Tenant's right to contest such Laws in accordance with Section 4.4); (iv) indemnify, defend and hold County, Agency, the Premises and the Improvements free and harmless from any and all liability, loss, damages, fines, penalties, claims and actions resulting from Tenant's failure to comply with and perform the requirements of this Article VI. 6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that County, Agency and Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration, improvement, demolition, replacement, addition or repair of any Improvements. 6.6 Lessor Reservations. Without limiting Lessor's rights with respect to the Premises, Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper maintenance and operation of the Premises and to permit any steps to be taken which the Lessor deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the Lessor at their sole discretion, unless otherwise provided herein. ARTICLE VII DAMAGE AND RESTORATION 7.1 Damage and Restoration. In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant may make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Page 124 80A-165 Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Notwithstanding Section 17.9, if Tenant terminates this Lease pursuant to this Section 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises. 7.2 Restoration. In the event of any restoration or reconstruction pursuant to this Section, all such work performed by Tenant shall be constructed in a good and workmanlike manner according to and in conformance with the Laws, rules and regulations of all governmental bodies and agencies and the requirements of this Lease applicable to the construction of the Initial Improvements. 7.3 No Rental Abatement. Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of Rent because part or all of the Improvements become untenantable as a result of the partial or total destruction of the Improvements, and Tenant's obligation to keep and perform all covenants and agreements on its part to be kept and performed hereunder, shall not be decreased or affected in any way by any destruction of or damage to the hnprovements; except as otherwise provided herein. 7.4 Application of Insurance Proceeds. If following the occurrence of damage or destruction to the Premises or Improvements, Tenant is obligated to or determines that there are adequate proceeds to restore the Premises and Improvements pursuant to this Article VII, then all proceeds from the insurance required to be maintained by Tenant on the Premises and the Improvements shall be applied to fully restore the same, and, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, any excess proceeds shall be paid to Tenant and any deficit in necessary funds plus the amount of any deductible shall be paid by Tenant. If Tenant after commencing or causing the commencement of the restoration of Premises and Improvements shall determine that the insurance proceeds are insufficient to pay all costs to fully restore the Improvements, Tenant shall pay the deficiency and shall nevertheless proceed to complete the restoration of Premises and the Improvements and pay the cost thereof. Upon lien free completion of the restoration, subject to the rights of the Leasehold Mortgagees, if applicable, any balance of the insurance proceeds remaining over and above the cost of such restoration shall be paid to Tenant. 7.5 Exclusive Remedies. Notwithstanding any destruction or damage to the Premises and/or the Improvements, Tenant shall not be released from any of its obligations under this Lease, except to the extent and upon the conditions expressly stated in this Article VII. County, Agency and Tenant hereby expressly waive the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and agree that their rights shall be exclusively governed by the provisions of this Article VII. 7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as applicable, the hnprovements shall be damaged or destroyed for which the repair and/or replacement cost is fifty percent (50%) or more of then replacement cost of the improvements, then Tenant shall have the option, to be exercised within ninety (90) days after such damage or destruction: 7.6.1. to notify the Lessor of its election to repair or restore the Improvements as provided in this Article VII; or Page 125 80A-166 7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance applicable prior to the date of surrender of the Premises to the Lessor. ARTICLE VIII INSURANCE AND INDEMNITY 8.1 Tenant's Required Insurance. 8.1.1. Tenant agrees to purchase all required insurance at Tenant's expense and to deposit with Chief Real Estate Officer certificates of insurance, including all endorsements required herein, necessary to satisfy Chief Real Estate Officer that the insurance provisions of this Lease have been complied with and to keep such insurance coverage and the certificates and endorsements therefore on deposit with Chief Real Estate Officer during the entire term of this Lease. 8.1.2. Tenant agrees that it shall not operate on the Premises at any time the required insurance is not in full force and effect as evidenced by a certificate of insurance and necessary endorsements or, in the interim, an official binder being in the possession of Chief Real Estate Officer, rent however shall not be suspended. In no cases shall assurances by Tenant, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. Chief Real Estate Officer will only accept valid certificates of insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Tenant also agrees that upon cancellation, termination, or expiration of Tenant's insurance, Chief Real Estate Officer may take whatever steps are necessary to interrupt any operation from or on the Premises until such time as the Chief Real Estate Officer reinstates the Lease. 8.1.3. If Tenant fails to provide Chief Real Estate Officer with a valid certificate of insurance and endorsements, or binder at any time during the term of the Lease, County and Tenant agree that this shall constitute a material breach of the Lease. Whether or not a notice of default has or has not been sent to Tenant, said material breach shall permit Chief Real Estate Officer to take whatever steps are necessary to interrupt any operation from or on the Premises, and to prevent any persons, including, but not limited to, members of the general public, and Tenant's employees and agents, from entering the Premises until such time as the Chief Real Estate Officer is provided with adequate evidence of insurance required herein. Tenant further agrees to hold County harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from Chief Real Estate Officer's action. 8.1.4. All contractors and subcontractors performing work on behalf of Tenant pursuant to this Lease shall obtain insurance subject to the same terms and conditions as set forth herein for Tenant and limits of insurance as described in Section 8.1.6 (e), Section 8.1.6 (f) and Page 126 80A-167 Section 8.1.6 (g). Tenant shall not allow contractors or subcontractors to work if contractors have less than the level of coverage required by County under this Lease. It is the obligation of the Tenant to provide written notice of the insurance requirements to every contractor and to receive proof of insurance prior to allowing any contractor to begin work within the Premises. Such proof of insurance must be maintained by Tenant through the entirety of this Lease and be available for inspection by Chief Real Estate Officer at any reasonable time. 8.1.5. All self -insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self -insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, upon review of Tenant's current audited financial report. If Tenant's SIR is approved, Tenant, in addition to, and without limitation of, any other indemnity provision(s) in this Lease, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Tenant's, its agents, employee's or subcontractor's performance of this Lease, Tenant shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Tenant's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Tenant's SIR provision shall be interpreted as though the Tenant was an insurer and the County was the insured. If the Tenant fails to maintain insurance acceptable to the County or City for the full term of this Lease, the County or City may terminate this Lease. 8.1.6. All policies of insurance required under this Article VIII must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property- Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer must be licensed to do business in the state of California. (a) If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the carrier's performance and financial ratings. (b) If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. (c.1) The policy or policies of insurance maintained by the TENANT DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Builder's Risk (during the Construction Period) naming retained General Contractor Project value and no coinsurance provision. Page 127 .O • • Commercial General Liability $5,000,000 per occurrence $5,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (c.2) The policy or policies of insurance maintained by the TENANT'S GENERAL CONTRACTOR DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence $10,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $2,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Contractor's Pollution Liability including NODS $5,000,000 per claims made or per occurrence (d) The policy or policies of insurance maintained by the TENANT'S SUBCONTRACTORS DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Page 128 80A-169 Employer's Liability Insurance (not required for $1,000,000 per occurrence self-employed subcontractors) Contractor's Pollution Liability including NODS $1,000,000 per claims made or per (Required only of those subcontractors involved in occurrence pollution remediation) (e) The policy or policies of insurance maintained by the ARCHITECT - ENGINEER shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Professional Liability (architect, structural, $2,000,000 per occurrence electrical engineer, mechanical/plumbing engineering, environmental engineer, civil engineer, $2,000,000 aggregate landscape architect, and geotechnical engineer) Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (f) The policy or policies of insurance maintained by the TENANT AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence Including Sexual Misconduct (defined as abuse, $5,000,000 aggregate molestation and assault and battery) Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Commercial Property Insurance on an "All Risk" or 100% of the Replacement Cost Value "Special Causes of Loss" basis coverin all Page 129 80A-170 buildings, contents and any tenant improvements and no coinsurance provision including Business Interruption/Loss of Rents with a 12 month limit Contractor shall provide a builder's risk policy providing coverage for the full project value and no coinsurance provision. The policy shall provide coverage for all perils excluding earthquake, and flood. Contractor is responsible for any deductible amount. The County of Orange and the Housing Authority of the City of Santa Ana shall be named as Loss Payees as its financial interests may appear. This shall be evidenced by a Loss Payee endorsement which shall accompany the Certificate of Insurance. The Builder's Risk policy shall not be required to cover any tools, equipment, or supplies, unless such tools, equipment, or supplies are part of the Work being constructed. The Contractor shall be responsible for securing and maintaining appropriate insurance on any tools, equipment, or supplies that are not part of the work being constructed. The County and the Contractor waive all rights against each other and the subcontractors, sub - subcontractors, officers, and employees of each other, and the Contractor waives all rights against County's separate contractors, if any, and their subcontractors, sub -subcontractors, officers and employees for damages caused by fire or other perils to the extent paid by the Builder's Risk insurance, except such rights as they may have to the proceeds of such insurance. The Contractor shall require of its subcontractors and sub -subcontractors by appropriate agreements, similar waivers, each in favor of all other parties enumerated in the preceding sentence. (g) The policy or policies of insurance maintained by the TENANT'S CONTRACTOR AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below when performing maintenance and minor work after the building is in operation: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence 8.1.7. Required Coverage Forms. (a) The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. Page130 80A-171 (b) The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. 8.1.8. Required Endorsements. The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, agents as Additional Insureds. Blanket coverage may also be provided which will state, as required by Lease. 2) A primary non-contributing endorsement using ISO form CG 20 0104 13, or a form at least as broad, evidencing that the TENANT'S insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 (ed.04/13) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/85). (Pertains to contractors and subcontractors performing major construction). Contractors shall maintain Products and Completed Operations coverage for ten (10) years following completion of construction. The Contactors Pollution Liability and Pollution Liability policies shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, and agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by County shall be excess and non-contributing. (a) The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees. (b) All insurance policies required by this Lease shall waive all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. (c) The Commercial Property Building policy shall include the County of Orange and City of Santa Ana as both Named Insureds. A Certificate of Insurance shall be submitted as evidence of this requirement. The Builders' Risk policy shall be endorsed to include the County of Orange and City of Santa Ana as Loss Payees. A Loss Payee endorsement shall be submitted with the Certificate of Insurance as evidence of this requirement. (d) Tenant shall notify County and City in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to the County and City. Failure to provide written notice of cancellation may Page131 80A-172 constitute a material breach of the Lease, after which the County or City may suspend or terminate this Lease. (e) The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 001 policy). (f) If Contractor's Pollution Liability and Pollution Liability are claims -made policies, Contractor shall agree to maintain coverage for five (5) years following completion of the construction. If Contractor's Professional Liability is a claims -made policy, Contractor shall agree to maintain coverage for ten (10) years following the completion of construction. Products and Completed Operations coverage shall be maintained for ten (10) years following the completion of construction. (g) Insurance certificates should be forwarded to County and City addresses provided in Section 18.19 below. Tenant has ten (10) business days to provide adequate evidence of insurance or it shall constitute an Event of Default. (h) County or City expressly retains the right to require Tenant to increase or decrease insurance of any of the above insurance types throughout the term of this Lease which shall be mutually agreed upon by County, City and Tenant. (i) Chief Real Estate Officer shall notify Tenant in writing of changes in the insurance requirements consistent with subsection (h) above. If Tenant does not deposit copies of certificates of insurance and endorsements with Chief Real Estate Officer incorporating such changes within thirty (30) days of receipt of such notice, it shall constitute an Event of Default. 0) The procuring of such required policy or policies of insurance shall not be construed to limit Tenant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Lease, nor in any way to reduce the policy coverage and limits available from the insurer. 8.2 Indemnification. Tenant agrees to assume all risks, financial or otherwise, associated with the Premises. Tenant hereby releases and waives all claims and recourse against Lessor, including the right of contribution for loss or damage of persons or property, arising from, growing out of or in any way connected with or related to this Lease, including any damage to or interruption of use of the Premises including, but not limited to, loss of business, damage to, destruction of, or relocation costs of Tenant's Improvements or impaired utility of the Premises caused by erosion, flood, or flood overflow, or caused by any action undertaken in the operation, maintenance, repair, reconstruction, replacement, enlargement or improvement of the Premises except claims arising from the gross negligence or willful misconduct of County or Agency, their officers, agents, employees and contractors. Tenant hereby agrees to indemnify, defend (with counsel approved in writing by Lessor), and hold harmless, County and the Agency, their respective elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property, arising out of the operation or maintenance of the Premises, and/or Tenant's exercise of the rights under this Lease, except for liability arising out of the gross negligence or willful misconduct of County or Agency, their elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom, and except for claims arising after the later to occur of the expiration or earlier termination of the Term, or the date Tenant vacates the Premises. If County and/or Agency Page132 80A-173 is named as co-defendant in a lawsuit in connection with this Lease, Tenant shall notify Lessor of such fact and shall represent the County and/or Agency in such legal action unless County or Agency undertakes to represent themselves as co-defendant in such legal action, in which event, Tenant shall pay to Lessor their litigation costs, expenses, and reasonable attorneys' fees. If judgment is entered against County and/or Agency and Tenant by a court of competent jurisdiction because of the concurrent active negligence of County and/or Agency and Tenant, County, Agency and Tenant agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. A judgment or other judicial determination regarding Lessor's negligence shall not be a condition precedent to Tenant's obligations stated in this Section. Tenant acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party. Tenant, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this paragraph. The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination. This Section 8.2 notwithstanding, indemnification with respect to Hazardous Materials shall be governed by Section 4.4.4. 8.3 Damage to Tenant's Premises. Lessor shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise, or other property of Tenant, of Tenant's employees, invitees, customers, or of any other person in or about the Premises or the Improvements caused by or resulting from any peril which may affect the Premises or Improvements, including fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises or the Improvements, whether such damage or injury results from conditions arising upon the Premises or from other sources; provided, however, Lessor shall be liable for injury or damage under this Section 8.3 resulting from County or Agency, their elected and appointed officials, officers, agents, employees or contractor's gross negligence or willful misconduct. ARTICLE IX CONDEMNATION 9.1 Definitions. 9.1.1. "Condemnation" means (i) the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi -public use under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while condemnation legal proceedings are pending. 9.1.2. "Date of Tatting" means the later of (i) the date actual physical possession is taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises. Page133 80A-174 9.1.3. "Award" means all compensation, sums or anything of value awarded, paid or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether pursuant to judgment or by agreement or otherwise. 9.1.4. "Condemnor" means any public or quasi -public authority or private corporation or individual having the power of condemnation. 9.1.5. "Total Taking" means the taking by Condemnation of all of the Premises and all of the Improvements. 9.1.6. "Substantial Taking" means the taking by Condemnation of so much of the Premises or Improvements or both that one or more of the following conditions results, as reasonably determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and Improvements a practical improvement and reasonably suited for the uses and purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on the Premises would be materially and substantially prevented or impaired. 9.1.7. "Partial Taking" means any taking of the Premises or Improvements that is neither a Total Taking nor a Substantial Taking. 9.1.8. `Notice of Intended Condemnation" means any notice or notification on which a reasonably prudent person would rely and which he would interpret as expressing an existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice is considered to have been received when a Party receives from the Condemnor a notice of intent to condemn, in writing, containing a description or map reasonably defining the extent of the Condemnation. 9.2 Notice and Representation. 9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified below shall promptly notify the other Party (and the Limited Partner, if during the Compliance Period) of the receipt, contents and dates of such notice: (i) a Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of Condemnation. 9.2.2. Separate Representation. County, Agency and Tenant each have the right to represent its respective interest in each Condemnation proceeding or negotiation and to make full proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the consent of County, Agency and Tenant. County, Agency and Tenant shall each execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to Condemnation. Page134 80A-175 9.3 Total or Substantial Taking. 9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of Taking 9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, by notice to Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed a Partial Taking. 9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises and Improvements until the Condemnor takes physical possession. At any time following Notice of Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, elect to relinquish possession of the Premises to Lessor before the actual Taking. The election shall be made by notice declaring the election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant's right to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant relinquishes possession. 9.3.4. Apportionment of Award. On a Total Taking all sums, including damages and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally determined by the court with jurisdiction over the Condemnation proceedings in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive compensation for the value of its leasehold estate under this Lease including its fee interest in all Improvements, personal property and trade fixtures located on the Premises, its relocation and removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled under applicable law. 9.4 Partial Taking. 9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to any refund of the Base Rent. 9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall repair, alter, modify or reconstruct the Improvements ("Restoring") so as to make them reasonably suitable for Tenant's continued occupancy for the uses and purposes for which the Premises are leased. 9.4.3. Apportionment of Award. On a Partial Taking, Lessor shall be entitled to receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) Tenant shall be entitled to receive any portion of such award allocated to Tenant's interest in any of Tenant's Improvements, Personal property and trade fixtures taken, and any part of the award attributable to the low income housing tax credits. 9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the right to Page135 80A-176 terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article IX. ARTICLE X ASSIGNMENT, SUBLETTING AND ENCUMBERING 10.1 General. Except as provided in Sections 10.3 and 17.6.4, below, Tenant shall not mortgage, pledge, hypothecate, encumber, transfer, sublease Tenant's interest in this Lease or assign (including an assignment by operation of law) Tenant's interest in the Premises or Improvements or any part or portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of the Lessor, which consent may not be unreasonably withheld, conditioned or delayed. Lessor's consent may be subject to approval by their respective governing bodies (e.g. Board of Supervisors and City Council). Tenant's failure to obtain the Lessor's written consent to a Transfer shall render such Transfer void. Occupancy of the Premises by a prospective transferee, sublessee, or assignee prior to Lessor's written consent of a Transfer shall constitute an Event of Default, except as set forth in Section 10.3, below. 10.1.1. Except as provided in Section 10.3, below, if Tenant hereunder is a corporation, limited liability company, an unincorporated association or partnership, the sale or transfer of any stock or interest in said corporation, company, association and partnership in the aggregate exceeding 25% shall require the written consent of the Lessor, as set forth in Section 10.3, above, which consent may not be unreasonably withheld, conditioned or delayed. 10.1.2. Should Lessor consent to any Transfer, such consent and approval shall not constitute a waiver of any of the terms, conditions, covenants, restrictions or reservations of this Lease nor be construed as Lessor's consent to any further Transfer. Such terms conditions, covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally binding upon each and every party thereto. Any document to regarding the Transfer of the Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any such inconsistency, the provisions of this Lease shall control. 10.1.3. This Section shall not be interpreted to prohibit, disallow or require Lessor's consent to space leases (subleases of less than Tenant's entire Lease interest), including leases of individual residential units in the Improvements, which are consistent with the approved uses under this Lease. 10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or hypothecate Lessor's Fee Interest, other than as required by TCAC pursuant to its lease rider, if any, and previously approved by Lessor prior to the Effective Date of this Lease, in connection with the award of low income housing tax credits to Tenant. 10.3 Excluded Transfers. Lessor's consent, as set forth in Section 10.1, above, shall not be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a "Permitted Transferee"), provided, however, that (1) Tenant shall notify Lessor of such Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall provide Lessor with information regarding the transferee evidencing that the Transfer falls within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if such Transfer involves an assignment of Tenant's rights under this Lease, Tenant or such Page136 80A-177 transferee shall provide Lessor with a written assumption of Tenant's obligations and liabilities under this Lease executed by such transferee in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. 10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to an Excluded Transfer, which shall be governed by Sections 1.1.21 and 10.3, above. If Tenant desires at any time to enter into a Transfer for which Lessor's consent is required hereunder, Tenant shall provide Lessor with written notice ("Transfer Notice") at least ninety (90) days prior to the proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.), (iii) the proposed effective date of the Transfer, (iv) income statements and "fair market" balance sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years (provided however, if the proposed transferee is a newly formed entity and has not been in existence for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a detailed description of the proposed transferees qualifications and experience that demonstrates the transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after Lessor's receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor withhold consent to the proposed Transfer, setting forth a detailed explanation of Lessor's grounds for doing so. If Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific terms of the Lessor's approval and after execution of a consent to assignment by Lessor in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.4 shall not apply to any Transfer to a Foreclosure Transferee. 10.5 Liability of Transferors/Transferees For Lease Obligations. In the case of an assignment, including an assignment pursuant to Section 17.6.5, each Permitted Transferee and any other assignees or transferees of this Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5, the transferor may be released from all liability under this Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor evidence of sufficient and adequate assets, including any required insurance policies, subject to approval by Lessor, which approval shall not be unreasonably withheld, that evidence said Permitted Transferee's or other transferees' financial and otherwise competence to assume transferor's obligations and liability (an "Approved Release"). Except as otherwise provided in Section 17.6.5 and except for an Approved Release, for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. Notwithstanding anything to the contrary contained herein, Lessor consent shall not be required for any of the Page137 80A-178 following: (i) the exercise by the Limited Partner of its rights pursuant to Tenant's Partnership Agreement to remove the general partner of the Tenant and appoint the Limited Partner or an affiliate thereof as interim general partner of the Tenant; (ii) the exercise by the Limited Partner of its right to enforce any repurchase requirements under Tenant's Partnership Agreement; and/or (iii) a transfer by the Limited Partner of its partnership interest in Tenant to an Affiliate of the Limited Partner. 10.6 Conditions of Certain Lessor Consent. 10.6.1. Lessor may withhold consent to a Transfer (excluding Excluded Transfers which shall not require Lessor consent) at its and absolute sole discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor's obligations and liabilities. (d) The construction of the Initial Improvements has not been completed. (e) Any construction required of Tenant as a condition of this Lease has not been completed. (f) All the material terms, covenants, and conditions of the Transfer that are relevant to the Lessor's approval of the Transfer have not been disclosed in writing to the Lessor. 10.7 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written consent of Tenant, Leasehold Mortgagee and the Limited Partner (provided, the Limited Partner's consent shall be required only during the tax credit compliance period). Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall be expressly subject and subordinate to this Lease, to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor's fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the Lessor hereunder. ARTICLE XI DEFAULT AND REMEDIES 11.1 Event of Default. Each of the following events shall constitute an "Event of Default" by Tenant: 11.1.1. Failure to Pay. Tenant's failure or omission to pay any Rent or other sum payable hereunder on or before the date due where such failure shall continue for a period of five (5) Page138 80A-179 days after written notice thereof from Lessor to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure § 1161 et seq. 11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform any of its obligations under this Lease (other than those specified in Sections 11.1.1, 11.1.3, 11.1.6, or 11.1.8 herein, which have their own notice and cure periods), where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.; provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more than thirty (30) days are reasonably required for its cure (for any reason other than financial inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) days, and thereafter diligently pursues such cure to completion. 11.1.3. Abandonment. The abandonment (as defined in California Civil Code Section 1951.3) or vacation of the Premises by Tenant for a period of thirty (30) days or more. 11.1.4. Assignments. (a) The making by Tenant of any assignment of its leasehold estate under this Lease without Lessor's consent, as set forth in Article X; (b) A case is commenced by or against Tenant under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Tenant, the same is not dismissed within ninety (90) days of such commencement; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days; or (d) Tenant's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Tenant in and to the Premises shall become an asset in any of such proceedings. 11.1.5. Failure to Reimburse Lessor. Tenant's failure to reimburse the Lessor pursuant to Section 3.6.4. 11.1.6. Termination of and Failure to Reinstate Insurance Coverage. Termination of Tenant's insurance coverage and lack of reinstatement within ten (10) business days after notice from Lessor of such termination. 11.1.7. Failure to Provide Evidence of Insurance. Tenant's failure to provide Lessor with a valid and adequate certificate of insurance and endorsements, or binder, at any time during the Term of the Lease, within the time period required under Section 8.1.3. Page139 Fi l ffli l 11.1.8. Lessor's Consent and Approval of Transfer. Occupancy of the Premises by a prospective transferee, sublessee, or assignee which requires Lessor's consent or approval, before Lessor's written consent and approval of a Transfer is obtained as required in Section 10.1. 11.1.9. Tenant's failure to make Additional Rent payment(s) as set forth in Sections 11.3 and 11.10 11.2 Lessor's Remedies. If an Event of Default occurs, Lessor shall have the following remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort cumulatively or in the alternative: 11.2.1. Termination of Lease. Subject to Article 17, as applicable, Lessor shall have the right to terminate this Lease and all rights of Tenant hereunder including Tenant's right to possession of the Premises. hi the event that Lessor shall elect to so terminate this Lease then Lessor may recover from Tenant: (a) The worth at the time of award of the unpaid Rent and other charges, which had been earned as of the date of the termination hereof, plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus (e) Subject to the rights of any Leasehold Mortgagees and TCAC, the funds in the Capital Improvement Fund; plus (f) Any other amount which Lessor may by law hereafter be permitted to recover from Tenant to compensate Lessor for the detriment caused by Tenant's default as permitted under applicable California law. The term "Rent" as used herein shall mean as defined in Section 1.1.41. Additional Rent shall be computed on the basis of the average monthly amount thereof accruing during the 24-month period immediately prior to default, except that if it becomes necessary to compute such Additional Rent before such 24-month period has occurred, then it shall be computed on the basis of the average monthly amount during such shorter period. As used in Sections 11.2.1(a) and 11.2.l(b) above, the "worth at the time of award" shall be computed by allowing interest at the Interest Rate. As used in Sections 11.2.1 (c) above, the "worth at the time of award" shall be computed by discounting such Page 140 80A-181 amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but not in excess of the Interest Rate. 11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without terminating Tenant's right to possession and to enforce all of Lessors rights and remedies under this Lease, at law or in equity, including the right to recover the Rent as it becomes due under this Lease; provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the underlying Event(s) of Default by notifying Tenant in writing that Tenant's right to possession of the Premises has been terminated. 11.2.3. Removal of Personal Property Following Termination of Lease. Lessor shall have the right, following a termination of this Lease and Tenant's rights of possession of the Premises under Section 11.2.1 above, to re-enter the Premises and, subject to applicable law, to remove Tenant's personal property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or disposed of without such storage, in accordance with applicable California law. 11.3 Lessor's Right to Cure Tenant Defaults. If Tenant shall have failed to cure, after expiration of the applicable time for curing, a particular default under this Lease, Lessor may at their election, but are not obligated to, make any payment required of Tenant under this Lease or perform or comply with any tern, agreement or condition imposed on Tenant hereunder, and the amount so paid plus the reasonable cost of any such performance or compliance, plus interest on such sum at the Interest Rate from the date of payment, performance or compliance until reimbursed shall be deemed to be Additional Rent payable by Tenant on Lessor's demand. Tenant's failure to reimburse the County and/or Agency within 30 days of Lessor's demand shall constitute an Event of Default under this Lease. No such payment, performance or compliance shall constitute a waiver of default or of any remedy for default, or render County and/or Agency liable for any loss or damage resulting from the same. 11.4 Lessor's Default. Lessor shall not be considered to be in default under this Lease unless Tenant has given Lessor written notice specifying the default, and either (i) as to monetary defaults, Lessor have failed to cure the same within ten (10) business days after written notice from Tenant, or (ii) as to nonmonetary defaults, Lessor have failed to cure the same within thirty (30) days after written notice from Tenant, or if the nature of Lessor's nonmonetary default is such that more than thirty (30) days are reasonably required for its cure, then such thirty (30) day period shall be extended automatically so long as County and/or Agency commences a cure within such thirty (30) day period and thereafter diligently pursues such cure to completion. Tenant shall have no right to offset or abate alleged amounts owing by County and/or Agency under this Lease against any amounts owing by Tenant under this Lease. Additionally, Tenant's sole remedy for any monetary default shall be towards the Lessor's interest in the property and not to any other assets. Any and all claims or actions accruing hereunder shall be absolutely barred unless such action is commenced within six (6) months of the event or action giving rise to the default. 11.5 Remedies Cumulative. All rights and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. Page141 80A-182 11.6 Waiver by Lessor. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Tenant hereunder. The acceptance by Lessor of Rent or any other sums hereunder shall not be (a) a waiver of any preceding breach or default by Tenant of any provision thereof, other than the failure of Tenant to pay the particular rent or sum accepted, regardless of Lessor's knowledge of such preceding breach or default at the time of acceptance of such rent or sum, or (b) waiver of Lessor's right to exercise any remedy available to Lessor by virtue of such breach or default. No act or thing done by County or Agency's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. 11.7 Interest. Any installment or Rent due under this Lease or any other sums not paid to Lessor when due (other than interest) shall bear interest at the Interest Rate from the date such payment is due until paid, provided, however, that the payment of such interest shall not excuse or cure the default. 11.8 Conditions Deemed Reasonable. Tenant acknowledges that each of the conditions to a Transfer, and the rights of Lessor set forth in this Article X in the event of a Transfer is a reasonable restriction for the purposes of California Civil Code Section 1951.4. 11.9 Waiver by Tenant. Tenant's waiver of any breach by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. 11.10 Tenant Covenants and Agreements. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expenses and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Tenant within the time period required under this Lease, then in addition to any other remedies provided herein, Lessor may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act on Tenant's part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by Lessor on Tenant's behalf shall not give rise to any responsibility of Lessor to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by Lessor in connection therewith, together with interest at the Interest Rate from the date incurred or paid by Lessor, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant within thirty (30) days of receipt of a demand and invoice from Lessor, and Tenant's failure to pay the Lessor, as stated herein, shall constitute an Event of Default under this Lease. ARTICLE XII HOLDING OVER If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Lessor, Tenant shall become a Tenant at sufferance only, at a monthly rental rate of (a) Fifty Thousand Dollars ($50,000) to the extent the Premises are not subject to any tenant income or rent restrictions and all units may be rented at market -rate rents, or (b) Twenty Five Thousand Dollars ($25,000) to the extent the Premises are subject to any tenant income or rent restrictions ("Hold Over Rent"), increased annually commencing with commencement of the hold Page142 80A-183 over period by an amount equal to the greater of (i) three percent (3%) for each year of the Term, or (ii) a percentage equal to the percentage increase from the Base Period of the Consumer Price Index ("CPI") for Los Angeles- Riverside -Orange County [All Urban Consumers -All Items, not seasonally adjusted (Base Period 1982-84=100)]. Said CPI for the month of December for the second year of the Term shall be considered the `Base Period." Said adjustment shall be made by comparing the CPI for the Base Period to the CPI for the month of December immediately preceding each such adjustment. If at any time there shall not exist the CPI, Lessor shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence, and shall be most nearly equivalent thereto. If Tenant fails to surrender the Premises and the Improvements as stated herein, and Lessor shall take legal action to cause Tenant's eviction from the Premises and is successful in such action, Tenant shall be responsible for all costs and expenses, including reasonable attorney's fees and costs, incurred by County and/or Agency in connection with such eviction action; Tenant shall also indemnify and hold Lessor harmless from all loss or liability or reasonable attorney's fees and costs, including any claim made by any succeeding tenant, incurred by County and/or Agency founded on or resulting from such failure to surrender. ARTICLE XIII ESTOPPEL CERTIFICATES At any time and from time to time, within ten (10) business days after written request by either County, Agency or Tenant (the "requesting party"), the other Party (the "responding party") shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party, and/or to such other beneficiary (as described below) as the requesting party shall request, certifying (i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that, to the actual knowledge of the responding party, there are no then existing and uncured defaults under the Lease by either County, Agency or Tenant, or, if any such defaults are known, identifying the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the responding party) as may be reasonably requested by the requesting party. Such certificate may designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender) and any such certificate may be relied upon by the Parties. ARTICLE XIV FORCE MAJEURE Unless otherwise specifically provided herein, the period for performance of any nonmonetary obligation by either Party shall be extended by the period of any delay in performance caused by Acts of God, strikes, boycotts, lock -outs, inability to procure materials not related to the price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Premise from being operated in accordance with this Lease, or other reasons beyond the reasonable control of County, Agency, Tenant, or their respective agents or representatives (collectively, "Force Majeure Events"). In no event, however, shall Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its obligations hereunder. Further, nothing herein shall extend the time for performance of any monetary obligation owing under this Lease (including Tenant's obligation to pay Rent owing hereunder). Page143 F- ' • • I ARTICLE XV RECORDS AND ACCOUNTS 15.1 Financial Statements. Within one hundred eighty (180) after the end of each accounting year, Tenant shall at his own expense submit to Auditor -Controller and the Agency a balance sheet and income statement prepared by a Certified Public Accountant ("CPA") who is a member of the American Institute of Certified Public Accountants ("AICPA") and the California Society of CPAs, reflecting business transacted on or from the Premises during the preceding accounting year. The Certified Public Accountant must attest that the balance sheet and income statement submitted are an accurate representation of Tenant's records as reported to the United States of America for income tax purposes. At the same time, Tenant shall submit to Auditor - Controller and Agency a statement certified as to accuracy by a Public Accountant who is a member of AICPA and the California Society of CPAs, wherein the total Gross Receipts for the accounting year are classified according to the categories of business established for percentage rent and listed in Section 3.4.l(d) and for any other business conducted on or from the Premises. Tenant shall provide Lessor with copies of any CPA's management letters prepared in conjunction with their audits of Tenant's operations from the Premises. Copies of management letters shall be provided directly to Lessor by the CPA at the same time Tenant's copy is provided to Tenant. In the event that when such financial statements are submitted, the Tenant has a budget for the following accounting year, Tenant, at the same time, shall also provide Lessor with such budget. 15.1.1. Tenant acknowledges its understanding that any and all of the Financial Statement submitted to the Lessor pursuant to this Lease become Public Records and may be subject to public inspection and copying pursuant to §§ 6250 et. seq. of the California Government Code. 15.1.2. All Tenant's books of account and records and supporting source documents related to this Lease or to business operations conducted within or from the Premises shall be kept and made available at one location within the limits of the County unless an alternative location is approved in writing by the Lessor. Lessor shall, through their duly authorized agents or representatives, have the right to examine and audit said books of account and records and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof in connection with such Sections of this Lease as the Parties mutually and reasonably agree the audit is relevant thereto. 15.2 Reports. In the event that the Tenant commissions, requests or is required to produce any reports related to the physical condition of the Improvements or Premises, Tenant shall submit copies of such reports to Lessor along with the financial statements required above in Section 15.1. ARTICLE XVI OPERATIONAL OBLIGATIONS OF TENANT 16.1 Standards of Operation. 16.1.1. Tenant shall operate the Premises in a manner reasonably comparable to other comparable facilities or businesses within the County of Orange. Tenant shall at all times during the Term provide adequate security measures to reasonably protect persons and property on the Premises. Page144 80A-185 16.1.2. The ultimate purpose of this Lease is to permit the construction and operation of a multifamily affordable residential rental development, including permanent supportive housing, in accordance with Section 4.1.1. Accordingly, Tenant covenants and agrees to operate said Premises fully and continuously to accomplish said purposes and not to abandon or vacate the Premises at any time. 16.1.3. The facilities on the Premises shall be operated during normal business hours, subject to any temporary interruptions in operations or closures due to ordinary maintenance and repair and any Force Majeure Event, defined in Article XIV above. 16.2 Protection of Environment. Tenant shall take all reasonable measures available to: 16.2.1. Avoid any pollution of the atmosphere or littering of land or water caused by or originating in, on, or about Tenant's facilities. 16.2.2. Maintain a reasonable noise level on the Premises so that persons in the general neighborhood will be able to comfortably enjoy the other facilities and amenities in the area. 16.2.3. Prevent the light fixtures of the Premises from emitting light that could negatively affect the operation of cars, boats, or airplanes in the area. 16.2.4. Prevent all pollutants from Tenant's operations on the Premises from being discharged, including petroleum products of any nature, except as may be permitted in accordance with any applicable permits or as permitted by applicable Law. Tenant and all of Tenant's agents, employees and contractors shall conduct operations under this Lease so as to ensure that pollutants do not enter the municipal storm drain system (including but not limited to curbs and gutters that are part of the street systems), or directly impact receiving waters (including but not limited to rivers, creeks, streams, estuaries, lakes, harbors, bays and the ocean), except as may be permitted by any applicable permits or as permitted by applicable law. 16.2.5. The Lessor may enter the Premises in accordance with Section 4.5 and/or review Tenant records at all reasonable times to assure that activities conducted on the Premises comply with the requirements of this Section. 16.3 On -Site Manager. Tenant shall employ a competent manager who shall be responsible for the day-to-day operation and level of maintenance, cleanliness, and general order for the Premises. Such person shall be vested with the authority of Tenant with respect to the supervision over the operation and maintenance of the Premises, including the authority to enforce compliance by Tenant's agents, employees, concessionaires, or licensees with the terms and conditions of this Lease and any and all rules and regulations adopted hereunder. Tenant shall notify Lessor in writing of the name of the Manager currently so employed as provided in Section 19.20 of this Lease. 16.4 Policies and Procedures to be Established by Tenant. Prior to the completion of construction, Tenant shall submit to Lessor proposed policies and procedures pertinent to the operation of the multifamily affordable residential rental development and manner of providing the uses required by this Lease ("Policies and Procedures"). Page145 FOOTITMOOT19 ARTICLE XVII LEASEHOLD MORTGAGES 17.1 Definitions. The following definitions are used in this Article (and in other Sections of this Lease): 17.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, or any applicable portion thereof or interest therein. 17.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a Leasehold Mortgage. 17.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, security deed, conditional deed, deed to secure debt or any other security instrument (including any assignment of leases and rents, security agreement and financing statements) held by a Lender by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a purchase money obligation. 17.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a Leasehold Mortgage. 17.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) an approved assignee, transferee or subtenant of the Tenant under this Lease who is or becomes directly and primarily liable to Lessor; and (iii) any further assignee, transferee or subtenant of any of the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. 17.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at any time during the Term of this Lease (with consent of Lessor after prior written notice providing evidence that all requirements of this Lease have been complied with, which consent shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: 17.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after completion; 17.2.2. That Tenant shall not have the power to encumber, and no Leasehold Mortgage shall encumber, Lessor's Fee Interest; 17.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor hereunder; and Page 146 80A-187 17.2.4. Nothing in this Lease shall be construed so as to require or result in a subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold Mortgage, and; 17.2.5. Except as otherwise expressly provided herein, in the event of any conflict between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the provisions of this Lease shall control. Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this Section 17.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant's obligations and liabilities under this Lease. Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to the Premises by foreclosure or deed in lieu thereof, any required consent of the Lessor under this Section 17.2 shall not be unreasonably withheld. 17.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for purposes of giving any notices required by this Article XVII. 17.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same cure period for such default (or act or omission which is the subject matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by County, Agency and the Tenant, to commence and/or complete a cure of such default (or act or omission which is the subject matter of such notice). Lessor shall accept any and all performance by or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action at such Leasehold Mortgagee's option, and hereby authorizes any Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. 17.5 Limitation on Lessor's Termination Right. If following the delivery of notice pursuant to Section 17.4, above, the default by Tenant continues and is not cured by Tenant (or any Page147 FOB •• Leasehold Mortgagee as allowed under Section 17.4, above), and such failure entitles County and/or Agency to terminate this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall notify in writing each and every Leasehold Mortgagee who has complied with Section 17.3 of Lessor's intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination. If any Leasehold Mortgagee, within such sixty (60) day period, (i) notifies Lessor of such Leasehold Mortgagee's desire to cure such default and initiates such cure and (ii) pays or cause to be paid the amount that is necessary to cure any monetary default as stated in such notice, if any, then Section 17.6 shall apply. The Lessor, at its sole discretion, may permit such additional time as necessary for any Leasehold Mortgagee to commence the cure or make payment(s), as stated herein. If any Leasehold Mortgagee and Limited Partner fails to respond to said notice of termination within the allotted sixty (60) days as consistent with the conditions of this Section 17.5, Lessor are entitled to immediately terminate this Lease. 17.6 Leasehold Mortgagee Foreclosure Period. If any Leasehold Mortgagee complies with Section 17.5 above, then the following provisions shall apply: 17.6.1. If Lessor's notice under Section 17.5 specifies only monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, then such payment shall be deemed to have cured the Event of Default. If Lessor's notice under Section 17.5 specifies both monetary and non -monetary Events of Default or non -monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, as applicable, then the date of termination specified in Lessor's notice shall be extended for a period of twelve (12) months, provided that such Leasehold Mortgagee shall, during such twelve (12) month period: (a) pay or cause to be paid all Rent under this Lease as the same becomes due (subject to the notice and cure rights expressly set forth herein); and (b) continue (subject to any stay as described in Section 17.6.2 below) its good faith efforts to perform (and complete performance of) all of Tenant's nommonetary obligations under this Lease, excepting nonmonetary obligations (whether or not a default exists with respect thereto) that are not then reasonably susceptible of being cured by Leasehold Mortgagee; and (c) commence and pursue with reasonable diligence until completion (subject to any stay as described in Section 17.6.2 below) a judicial or nonjudicial foreclosure or other enforcement of remedies under its Leasehold Mortgage. 17.6.2. In the event of a judicial or non judicial foreclosure, the twelve (12) month period described in Section 17.6.1, above, shall automatically be extended by the length of any delay caused by any stay (including any automatic stay arising from any bankruptcy or insolvency proceeding involving Tenant), injunction or other order arising under applicable Laws or issued by any court (which term as used herein includes any other governmental or quasi -governmental authority having such power) (the foregoing being collectively referred to as a "Stay"). Further, Leasehold Mortgagee's obligations stated in Section 17.6.1(b) and (c) shall be automatically suspended during any period that any Stay prevents Leasehold Mortgagee from taking any such actions. Nothing herein, however, shall be construed to extend this Lease beyond the Term hereof nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the Event of Default has been cured. If the Event of Default has been cured and the Leasehold Mortgagee shall Page148 FA . • L • discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 17.6.3. In the event the Leasehold Mortgage requires a new lease between the Lessor and the Leasehold Mortgagee, Lessor shall enter into such new lease with the Leasehold Mortgagee pursuant to Section 17.7, below, provided Lessor are provided with the necessary and adequate documents related to the new lease requirements in the Leasehold Mortgage as described in Section 17.7. 17.6.4. So long as any Leasehold Mortgagee is complying with Sections 17.6.1 and 17.6.2 above, then upon the acquisition of Tenant's Leasehold Estate by a Leasehold Foreclosure Transferee, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease; provided that no Leasehold Foreclosure Transferee shall have any liability for the performance of any of the Tenant's obligations under this Lease until the Leasehold Foreclosure Transferee has acquired the Tenant's interest under the Lease, and then the Leasehold Foreclosure Transferee shall be liable for the performance of only those obligations of the Tenant arising from and after the effective date of the Leasehold Foreclosure Transferee's acquisition of the Tenant's Leasehold Estate. Any such Leasehold Foreclosure Transferee shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the effective date on which such Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 17.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold Foreclosure Transferee, upon acquiring title to Tenant's Leasehold Estate without obtaining Lessor's consent and provided it is not in default of any of the provisions of this Lease, shall have a one-time right to assign the Leasehold Estate to an assignee (a) which is an Affiliate of the Leasehold Foreclosure Transferee, or (b) which has substantial experience, or will employ a property management company with substantial experience, managing, maintaining and operating affordable housing developments like that on the Premises. Upon such assignment, the Leasehold Foreclosure Transferee shall automatically be released of all obligations thereafter accruing under this Lease, provided that, substantially concurrently with such assignment, the assignee delivers to Lessor a written agreement assuming Tenant's obligations under the Lease thereafter accruing. Any subsequent Transfers occurring after the one-time assignment permitted under this Section shall be subject to Article X. 17.7 Leasehold Mortgagee's Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor's rights, but other than by reason of a Total Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease ("New Lease') of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options Page149 80A-190 and rights of fast refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County, Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the Lessor's and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor its reasonable expenses, including reasonable attorneys' fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by Lessor except to the extent that it was applied to cure any default of Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. 17.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority. Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting demands made upon County and/or Agency by multiple Leasehold Mortgagees, Lessor may (subject to any applicable court orders to the contrary) rely on the direction of the Leasehold Mortgagee whose Leasehold Mortgage is recorded fnst in time in the Official Records of the County, as determined by any national title company. 17.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary contained herein, all condemnation proceeds (other than proceeds payable on account of the value of the Lessor's Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and Page 150 80A-191 paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair and restore the Improvements to the Premises which were damaged or destroyed by such condemnation or casualty (including, without limitation, as required in Article VII following a casualty and in Section 9.4.3 following a condemnation). The handling and disbursement of any such proceeds used to repair or restore the Improvements to the Premises shall be subject to the requirements of such senior Leasehold Mortgage. 17.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder, provided that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the provisions of this Lease. 17.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Lessor pursuant to County and/or Agency's wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof. 17.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees and costs incurred in connection with Lessor's review and/or approval of any documentation which may be required in connection with any Leasehold Mortgage by Tenant as provided herein. 17.13 No Termination, Cancellation, Surrender or Modification. Without the prior written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by mutual agreement of County, Agency and Tenant, (b) Lessor may not accept the surrender this Lease or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) this Lease may not be amended, modified or supplemented (and any action taken in furtherance of any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or cancel this Lease, in whole or in part, no such termination or cancellation shall be or become effective unless Tenant has fast received approval in writing by each Leasehold Mortgagee. 17.14 Effect of Foreclosure upon Base Rent. Notwithstanding anything to the contrary contained elsewhere in this Lease, (i) in no event shall any Leasehold Mortgagee (or its designee) be required to pay or cure, in order to prevent the termination of this Lease, to exercise its cure rights hereunder or to obtain a New Lease or otherwise, any Base Rent, and (ii) in no event shall any Leasehold Mortgagee (or its designee) or its (or their) successors and assigns be required to pay or cure any Base Rent which otherwise became due and payable prior to completion of any foreclosure under any Leasehold Mortgage (or acceptance of any assignment or deed in lieu thereof). Page 151 80A-192 ARTICLE XVIII BEST MANAGEMENT PRACTICES 18.1 Tenant and all of Tenant's, subtenant, agents, employees and contractors shall conduct operations under this Lease so as to assure that pollutants do not enter municipal storm drain systems, in violation of applicable Laws, which systems are comprised of, but are not limited to curbs and gutters that are part of the street systems ("Stormwater Drainage System"), and to ensure that pollutants do not directly impact "Receiving Waters" (as used herein, Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans). 18.2 The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant Discharge Elimination System ("NPDES") permits ("Stormwater Permits") to the County of Orange, and to the Orange County Flood Control District ("Districf') and cities within Orange County, as co-permittees (hereinafter collectively referred to as "NPDES Parties") which regulate the discharge of urban runoff from areas within the County of Orange, including the Premises leased under this Lease. The NPDES Parties have enacted water quality ordinances that prohibit conditions and activities that may result in polluted runoff being discharged into the Stormwater Drainage System. 18.3 To assure compliance with the Stormwater Permits and water quality ordinances, the NPDES Parties have developed a Drainage Area Management Plan ("DAMP") which includes a Local Implementation Plan ("LIP") for each jurisdiction that contains Best Management Practices (`BMWs") that parties using properties within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or structural control that is used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost effective manner. These BMPs are found within the District and/or County's LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as "BMP Fact Sheets") and contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff. 18.4 BMP Fact Sheets that apply to uses authorized under this Lease include the BMP Fact Sheets that are attached hereto as Exhibit C. These BMP Fact Sheets may be modified during the term of the Lease; and the Lessor shall provide Tenant with any such modified BMP Fact Sheets. Tenant, its agents, contractors, representatives and employees and all persons authorized by Tenant to conduct activities on the Premises shall, throughout the term of this Lease, comply with the BMP Fact Sheets as they exist now or are modified, and shall comply with all other requirements of the Stormwater Permits, as they exist at the time this Lease commences or as the Stormwater Permits may be modified. Tenant agrees to maintain current copies of the BMP Fact Sheets on the Premises throughout the term of this Lease. The BMPs applicable to uses authorized under this Lease must be performed as described within all applicable BMP Fact Sheets. 18.5 Tenant may propose alternative BMPs that meet or exceed the pollution prevention performance of the BMP Fact Sheets. Any such alternative BMPs shall be submitted to the Lessor for review and approval prior to implementation. Page 152 80A-193 18.6 Lessor may enter the Premises and/or review Tenant's records at any reasonable time during normal business hours to ensure that activities conducted on the Premises comply with the requirements of this Section. Tenant may be required to implement a self -evaluation program to demonstrate compliance with the requirements of this Section. ARTICLE XIX GENERAL CONDITIONS & MISCELLANEOUS PROVISIONS 19.1 Signs. Tenant agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except (a) as approved in writing in advance by Lessor, which approval may be withheld in the sole and absolute discretion of the Lessor, or (b) required by any of Tenant's lenders, provided that any such signage is in compliance with all applicable Laws. Tenant further agrees not to construct, maintain, or allow billboards or outdoor advertising signs upon the Premises. Unapproved signs, banners, flags, etc., may be removed by Lessor without prior notice to Tenant. 19.2 Nondiscrimination. Tenant agrees not to discriminate against any person or class of persons by reason of sex, age (except as permitted by law), race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this Lease. 19.3 Taxes and Assessments. Pursuant to California Revenue and Taxation Code Section 107.6, Tenant is specifically informed that this Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of Tenant, and Tenant shall cause said taxes and assessments to be paid promptly. 19.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to Lessor ("Quitclaim Deed"). The Quitclaim Deed shall then be recorded by Lessor to remove any cloud on title created by this Lease. In the event that the Tenant fails to provide such Quitclaim Deed within five (5) additional business days after written demand by either the County or City, the Parties agree that the County and City will be damaged and entitled to compensation for those damages. Such actual damages will, however, be extremely difficult to ascertain. Therefore, if the Tenant does not provide the required Quitclaim Deed after such notice and cure period, in addition to any other remedy provided by law or equity, the Tenant shall pay the Lessor $2,000 per day for every day that passes until a Quitclaim Deed is delivered, which amount shall be deemed to constitute a reasonable estimate of Lessor's damages and not a penalty. Such amount shall become due and payable by Tenant to Lessor for each calendar day that passes beyond the cure period. Notwithstanding the foregoing, if the Tenant has disputed the termination of the Lease by Lessor, upon a final determination by a court of competent jurisdiction that the Lease has not been terminated, Tenant shall not be subject to payment of the foregoing damages. 19.5 Public Records. Tenant acknowledges that any written information submitted to and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a "public record" open to inspection and copying by the public pursuant to the California Public Records Act (Government Page 153 80A-194 Code §6250, et seq.) ("CPRA") as now in force or hereafter amended, or any Law in substitution thereof, or otherwise made available to the public, unless such information is exempt from disclosure pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any financial statements and records (not including Gross Receipts Statements) and the Lessor determines that the records must be turned over, the Lessor will give Tenant fifteen (15) days' written notice prior to turning over such records so that Tenant can take any necessary action, including, but not limited to, injunctive relief, to prevent Lessor from turning over such financial statements and records. 19.6 Attorney's Fees. In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 19.7 Payment Card Compliance. Should Tenant conduct credit/debit card transactions in conjunction with Tenant's business with the County and/or Agency, on behalf of the County and/or Agency, or as part of the business that Tenant conducts on the Premises, Tenant covenants and warrants that it will during the course of such activities be Payment Card Industry Data Security Standard ("PCl/DSS") and Payment Application Data Security Standard ("PA/DSS") compliant and will remain compliant during the entire duration of its conduct of such activities. Tenant agrees to immediately notify Lessor in the event Tenant should ever become non -compliant at a time when compliance is required hereunder, and will take all necessary steps to return to compliance and shall be compliant within ten (10) days of the commencement of any such interruption. Upon demand by Lessor, Tenant shall provide to Lessor written certification of Tenant's PCl/DSS and/or PA/DSS compliance. 19.8 Right to Work and Minimum Wage Laws. 19.8.1. In accordance with the United States Immigration Reform and Control Act of 1986, Tenant shall require its employees that directly or indirectly service the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. Tenant shall also require and verify that its contractors or any other persons servicing the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States. 19.8.2. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Tenant shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Premises, in any manner whatsoever. Tenant shall require and verify that all its contractors or other persons servicing the Premises on behalf of the Tenant also pay their employees no less than the greater of the Federal or California Minimum Wage. 19.8.3. Tenant shall comply and verify that its general contractor complies with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Premises or terms and conditions of this Lease. 19.9 Declaration of Knowledge by Tenant. Tenant warrants that Tenant has carefully examined this Lease and by investigation of the site and of all matters relating to the Lease arrangements has fully informed itself as to all existing conditions and limitations affecting the Page 154 80A-195 construction of the Lease improvements and business practices required in the operation and management of the uses contemplated hereunder. 19.10 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California and the City. 19.11 Venue. The Parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 19.12 Headings and Titles. The captions of the Articles or Sections of this Lease are only to assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation of any part hereof. 19.13 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant' shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission. In any provision relating to the conduct, acts or omissions of County, the term "County" shall include County's agents, employees, contractors, invitees, successors or others using the Premises with County's expressed or implied permission. In any provision relating to the conduct, acts or omissions of Agency, the term "Agency" shall include Agency's agents, employees, contractors, invitees, successors or others using the Premises with Agency's expressed or implied permission. 19.14 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Lease or any exhibits hereto. 19.15 Successors and Assigns. Except as otherwise specifically provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective hens, personal representatives, successors and assigns. 19.16 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 19.17 Severability. If any term or provision of this Lease is held invalid or unenforceable to any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 19.18 Integration. This Lease, along with any exhibits, attachments or other documents affixed hereto or referred to herein and related Agency permits, constitute the entire agreement Page 155 80A-196 between County, Agency and Tenant relative to the leasing of the Premises. This Lease and such exhibits, attachments and other documents may be amended or revoked only by an instrument in writing signed by County, Agency and Tenant. County, Agency and Tenant hereby agree that no prior agreement, understanding or representation pertaining to any matter covered or mentioned in this Lease shall be effective for any purpose. 19.19 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Any notice, request, demand, direction or other communication sent by electronic mail must be confirmed within by letter mailed or delivered within two business days in accordance with the foregoing. Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo, President and Chief Executive Officer And to: Page 156 80A-197 With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 19.20 Amendments. This Lease is the sole and only agreement between the Parties regarding the subject matter hereof, other agreements, either oral or written, are void. Any changes to this Lease shall be in writing and shall be properly executed by all Parties. 19.21 Limited Partner Cure Rights. In the event the Tenant is a partnership, the Lessor agrees to accept a cure of any Event of Default by Tenant made by any one or more of the Tenant's limited partners as if such cure had been made by Tenant, provided such cure is made in accordance with the applicable provisions of this Lease. 19.22 Dispositions of Abandoned Property. If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises thirty (30) days after such event shall, at County and/or Agency's option, be deemed to have been transferred to County and/or Agency. County and/or Agency shall have the right to remove and to dispose of such property at Tenant's cost including the cost of labor, materials, equipment and an administrative fee equal to fifteen percent (15%) of the sum of such costs without liability therefor to Tenant or to any person claiming under Tenant, and shall have no need to account therefor. At Lessor's option, Lessor may provide Tenant with an invoice for such costs, which invoice Tenant agrees to pay within fifteen (15) days of receipt. 19.23 Brokers. If Tenant has engaged a broker in this transaction pursuant to a separate agreement, Tenant shall be solely responsible for the payment of any broker commission or similar fee payable pursuant to such separate agreement. Tenant each hereby agree to indemnify and hold the Lessor harmless from and against all costs, expenses or liabilities (including attorney fees and court costs, whether or not taxable and whether or not any action is prosecuted to judgment) incurred by the County and/or Agency in connection with any claim or demand by a person or entity for any broker's, finder's or other commission or fee from the County and/or Agency in connection with the Tenant's entry into this Lease and the transactions contemplated hereby based upon any alleged statement or representation or agreement of the Tenant. No broker, finder or other agent of any Party hereto shall be a third -party beneficiary of this Lease 19.24 No Partnership. This Lease shall not be construed to constitute any form of partnership or joint venture between County, Agency and Tenant. County, Agency and Tenant mutually acknowledge that no business or financial relationship exists between them other than as County, Agency and Tenant, and that County and Agency is not responsible in any way for the debts of Tenant or any other Party. 19.25 Authorization. County, Agency and Tenant (each, a "signing party") each represents and warrants to the other that the person or persons signing this Lease on behalf of the signing party has full authority to do so and that this Lease binds the signing party. Concurrently with the execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of the signing parry's board of directors or other governing board authorizing the execution of this Lease by the signing party. Page 157 .O • 19.26 Recording. This Lease itself shall not be recorded, but in the event that the Tenant encumbers the leasehold as set forth in Article XVB, a memorandum hereof may be recorded in the form of Exhibit D attached hereto (the "Memorandum"). The Memorandum may be executed concurrently with this Lease and thereafter recorded in the Official Records of the County Recorder on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges imposed in connection with the recordation of the Memorandum, including, without limitation, any documentary transfer tax imposed in connection with this transaction and all recording fees and charges. 19.27 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of which is attached to this Lease and incorporated herein in its entirety by this reference: Exhibit A: Legal Description of the Premises Exhibit A-1: Rendering of the Premises Exhibit B: Initial Improvements Exhibit C: Best Management Practices Fact Sheets Exhibit D: Form of Memorandum of Lease 19.28 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, whenever this Lease grants County, Agency and/or Tenant the right to take any action, grant any approval or consent, or exercise any discretion, County, Agency and/or Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the other Parry's reasonable expectations concerning the benefits to be enjoyed under this Lease. 19.29 Counterparts. For the convenience of the Parties to this Lease, this Lease may be executed in several original counterparts, each of which shall together constitute but one and the same agreement. Original executed pages may be assembled together into one fully executed document. 19.30. No Merger. The interests created by this Lease shall not be extinguished by merger of any or all of the ownership interests the Premises or the Improvements in one person or entity. 19.31 Cooperation of County and Agency. County and Agency hereby agree that (a) Agency staff shall be responsible for administering the operation of the Project to insure it is being used in conformance with this Lease, and (b) Agency staff shall serve as administrator of the Lease with the Tenant and coordinate with the County as necessary. County and Agency hereby agree to work cooperatively and expeditiously to provide written consent (or written refusal to provide consent) to Tenant, the Leasehold Mortgagees and Limited Partner hereunder. [Signatures On Following Pages] Page 158 80A-199 IN WITNESS WHEREOF, the Parties have executed this Lease on the date first written above. APPROVED AS TO FORM: SONIA CARAVALHO AUTHORITY GENERAL COUNSEL By: Ryan O. Hodge, Assistant City Attorney Date TENANT WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co., LLC, a California limited liability company, its Administrative General Partner By: Frank Cardone, President By: Supportive Housing LLC, a California limited liability company By: A Community of Friends, a California nonprofit public benefit corporation, its sole member/manager IC Executive LESSOR Dora Leong Gallo, President and Chief Officer HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY a public body, corporate and politic By: Steven A. Mendoza, Executive Director Date Page 159 80A-200 APPROVED AS TO FORM: COUNTY OF ORANGE, a political subdivision of COUNTY COUNSEL the State of California By: Deputy Thomas A. Miller, Chief Real Estate Officer Date Orange County, California Page 160 80A-201 1M:ILy111c3 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Page 161 80A-202 Exhibit A Legal Description of the Premises The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That certain parcel of land situated in the City of Santa Ana, County of Orange, State of California, being that portion of Parcel I of Parcel 73035 described in the Grant Deed recorded July 24, 1991, Instrument No. 91-387576 of Official Records, together with that portion of Parcel 73034 described in the Grant Deed recorded November 15, 1991, Instrument No. 91- 626431 of Official Records, lying southwesterly and westerly of those three (3) courses and the Northwesterly extension of course Three (3) thereof, in the State Right of Way as shown on a map filed in Book 194, pages 28 through 36 inclusive of Record of Surveys in said Office of said County Recorder, said Three (3) courses being shown on sheet 2 of said map as: 1) North 21' 00' 58" West 286.98; 2) North 320 46' 23" West 157.90; 3) North 250 03' 45" West 62.42'. EXCEPTING THEREFROM: That portion of above said Parcel 1, lying within the limits of the Washington Avenue Cul-De-Sac as shown on said Sheet 2 of said Map. APN: 398-092-14 That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 80A-203 M3:ILy111c3 EXHIBIT A-1 RENDERING OF THE PROPERTY Page 162 80A-204 ^s E HIBIT3 0I 20 19 V � � T v A� V LINC04N '� sec oo+-so-a-aoa. w i ry 1.0 1 I � I N O < I W oO QO' 4933 FULLER �,O'c CO OA � wOti ' a - F L� Pr'O '� Oi $ SmEET B' y STREET 2 ma.rx d4 W i a y v m I / m V lO / co y b Zk a E,5,000 ZAVENUE 0 Z a m GRAND / I — AVENUEN1 400-26 80A-205 co EXIHBIT B INITIAL IMPROVEMENTS The proposed Project includes the development of two residential buildings with 86 units surrounding two interior, landscaped courtyard/amenity spaces. The Project includes 16 studio units, 26 one bedroom units, 22 two -bedroom units, 17 three -bedroom units, and 5 four -bedroom units. All units will be flat apartments located on the fast, second, third and fourth floors. In addition, a proposed sound wall is being positioned along the eastern property line adjacent to the US Interstate 5 ramp. Approximately 3,500 square foot of interior community amenities and leasing offices is designed to accommodate supportive and management services. The Project will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) for Orange County of which 43 units will be set -aside for Permanent Supportive Housing (PSH), with one exempt 2-bedroom managers unit. The unit mix and rent restrictions are as follows, provided, however, the rent and income restrictions applicable to the Project shall be set forth in and subject to the terms of the County Loan Regulatory Agreement: Bedroom Size 30% AMI (PSH) 30% ANH Manager's Unit Total Units Studios 16 16 One -Bedroom 26 26 Two -Bedroom 1 20 1 22 Three -Bedroom 17 17 Four -Bedroom 5 5 TOTAL 43 42 1 86 Page 163 80A-206 EXHIBIT C Best Management Practices (`BMWs" Fact Sheets) Best Management Practices can be found at: http://www.ocwatersheds.com/documentsibmp which website may change from time to time. BMPs apply to the TENANT's defined Premises and BMPs also apply to the TENANT's Contractor therefore TENANT shall cause Contractor to be responsible for implementing and complying with all BMP Fact Sheet requirements that apply to construction activity with respect to the Improvements, and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. TENANT is to be aware that the BMP clause within this Lease, along with all related BMP Exhibits, may be revised, and may incorporate more than what is initially being presented in this Lease. Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown below and can be found at: http://www.ocwatersheds.com/documents/bmp/industrialcommercialbusinessesactivities (which website may change from time to time): IC3 Building Maintenance IC4 Carpet Cleaning IC6 Contaminated or Erodible Surface Areas IC7 Landscape Maintenance IC9 Outdoor Drainage from Indoor Areas IC 10 Outdoor Loading/Unloading of Materials IC 12 Outdoor Storage of Raw Materials, Products, and Containers IC 14 Painting, Finishing, and Coatings of Vehicles, Boats, Buildings, and Equipment IC15 Parking & Storage Area Maintenance IC 17 Spill Prevention and Cleanup IC21 Waste Handling and Disposal IC22 Eating and Drinking Establishments IC23 Fire Sprinkler Testing/Maintenance IC24 Wastewater Disposal Guidelines Page 164 80A-207 EXIHBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum'') made and entered into as of this day of 120 by and between the County of Orange, a political subdivision of the State A of California, the Housinguthority of the City of Santa Ana, a public body, corporate and politic (collectively, the "Lessor") and , ("Tenant'), residing at , upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term The Term of the Lease shall be Sixty -Five (65) years from the Effective Date as stated in the written Lease. The Term shall commence on the date hereof and terminate Sixty -Two (62) years from the Commencement Date, which is the date on which a Certificate of Occupancy is issued for the Project, provided, however the Term shall be no longer than sixty five (65) years from the Effective Date. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. BOX 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Page 165 Fi l fflI i If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo And to: With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for informational purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the Parties hereto and their respective hens, representatives, successors, and assigns. Page 166 80A-209 1W:ILy111c3 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum pursuant to due authorization on the dates herein acknowledged. COUNTY: By: Name: Title: AGENCY: By: Name: Title: TENANT: By: Name: Title: Name: Title: Page 167 80A-210 EKK91-�.;A GROUND LEASE THIS GROUND LEASE ("Lease") is made and effective as of the day of 2020 ("Effective Date") by and between the COUNTY OF ORANGE, a political subdivision of the State of California, the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, as tenants -in -common (respectively, the "County" and the "Agency", and collectively "Lessor") and WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership (hereinafter called "Tenant") (also referred to hereinafter each as "Party" or collectively as the "Parties"). RECITALS A. County and Agency are tenants -in -common of a certain property that encompasses the Premises (as hereinafter defined). B. County and Agency have executed a Joint Powers Agreement ("Joint Powers Agreement"), pursuant to which the County and Agency agreed to lease the Premises to the Tenant to develop, entitle and construct an 86-unit multifamily affordable housing project, as more fully described herein, upon the fulfillment of certain conditions precedent as set forth therein. C. The Parties have executed an Option Agreement, dated 12020 ("Option Agreement"), pursuant to which the Lessor had agreed to lease the Premises to the Tenant upon the fulfillment of certain conditions precedent. D. The County and Agency acknowledge that the conditions precedent required by the Joint Powers Agreement and Option Agreement have been fulfilled and therefore the Parties desire that Tenant shall ground lease the Premises from Lessor on the terms set forth herein. E. Lessor and Tenant have jointly agreed to enter into this Lease as of the date set forth above. F. On July 2, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with the Tenant to enter into negotiations for a sixty-five (65) year ground -lease of 1126 E. Washington Ave for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). G. On July 2, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -commitment letter with the Tenant for $3,971,440 in affordable housing funds consisting of $963,951 in Neighborhood Stabilization Program funds and $3,007,489 in HOME Investment Partnerships Program funds, for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14). Page 11 80A-211 NOW, THEREFORE, in consideration of the above recitals, which are hereby incorporated into this Lease by reference, and mutual covenants and agreements hereinafter contained, County, Agency and Tenant mutually agree to the following: ARTICLE I DEFINITIONS 1.1 Definitions: The following defined terms used in this Lease shall have the meanings set forth below. Other terms are defined in other provisions of this Lease, and shall have the definitions given to such terms in such other provisions. 1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein includes an individual, trust or entity), any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. 1.1.2. "Agency" shall mean the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have all rights granted to the Agency hereunder. 1.1.3. "Aggregate Transfer" shall refer to the total "Ownership Interest(s)" in Tenant transferred or assigned in one transaction or a series of related transactions (other than an Excluded Transfer) occurring since the latest of (a) the Effective Date, (b) the execution by Tenant of this Lease, or (c) the most recent Tenant Ownership Change; provided, however, that there shall be no double counting of successive transfers of the same interest in the case of a transaction or series of related transactions involving successive transfers of the same interest. Isolated and unrelated transfers shall not be treated as a series of related transactions for purposes of the definition of "Aggregate Transfer." 1.1.4. "Annual Operating Expenses" means all regular and customary annual expenses incurred in relation to the operation of the Premises, including the Improvements, as reflected on the annual budget that Tenant shall prepare and abide by each year during the Term of the loans made by the Agency, City, and County, separately, for the Improvements and for so long as Base Rent remains unpaid and outstanding, as approved in writing by the Lessor. Said Annual Operating Expenses shall include a reasonable property management and administrative fee, fees related to the tax credit syndication of the Premises, utility charges, operating and maintenance expenses, Project property taxes and Project insurance premiums, and such other costs as approved by the Lessor, in his/her reasonable discretion. Tenant will deliver an annual budget for the following year no later than December 1 for each year following issuance of a permanent certificate of occupancy for the Improvements. Lessor shall deliver any comments, or its approval to such operating budget within thirty (30) days of receipt thereof. If an operating budget for the following year has not been approved by Lessor and Tenant prior to January 1 of such year, the annual operating budget from the previous year shall apply until a new operating budget is approved. Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) which are due to or arising out of the Tenant's (A) breach or default of any mortgage loan, (B) fraudulent acts or willful misconduct or (C) breach or default under any other contract, lease or agreement pertaining to the Project. Annual Operating Expenses shall also not Page 12 80A-212 include other expenses not related to the Project's operations such as depreciation, amortization, accrued principal and interest expense on deferred payment debt and capital improvement expenditures. 1.1.5. "Annual Project Revenue" means all annual revenue generated by the Project from any source, including, but not limited to, rent payments, governmental assistance housing payments, laundry and other vending machine and pay telephone income. Notwithstanding the foregoing, Annual Project Revenue shall not include the following items: (a) security deposits from subtenants (except when applied by Tenant to rent or other amounts owing by subtenants); (b) capital contributions to Tenant by its members, partners or shareholders (including capital contributions required to pay deferred developer fee); (c) condemnation or insurance proceeds; (d) there shall be no line item, expense, or revenue shown allocable to vacant unit(s) at the Project; or (e) receipt by an Affiliate of management fees or other bona fide arms -length payments for reasonable and necessary Operating Expenses associated with the Project. 1.1.6. "Auditor -Controller" shall mean the Auditor -Controller, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors. 1.1.7. "Base Rent" shall mean a total of six million four hundred and fifty thousand dollars ($6,450,000) due and owing and payable in full on the Commencement Date, but if not paid in full on the Commencement Date, then the Base Rent amount paid in accordance with this Lease, including pursuant to Article III, below, with four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) being paid to the Agency pursuant to Section 3.1.2 and two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) being paid to the County pursuant to Section 3.1.1. Address APN Size (Acres) Size (SF) Land Percentage Value Allocation City Owned Site 398-092-14 1.456 63,423 63.69% $4,108,136 County Owned Site 398-092-13 0.83 36,155 36.31% $2,341,864 Total 2.286 99,578 100.00% $6,450,000 1.1.8. "Board of Supervisors" shall mean the Board of Supervisors of the County of Orange, a political subdivision of the State of California, the governing body of the County. 1.1.9. "Certificate of Occupancy" shall mean a temporary or final certificate of occupancy (or other equivalent entitlement, however designated) which entitles Tenant to commence normal operation and occupancy of the Improvements. 1.1.10. "Chief Real Estate Officer" shall mean the Chief Real Estate Officer, County Executive Office, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the County Board of Supervisors. 1.1.11. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. Page l3 80A-213 1.1.12. "Claims" shall mean liens, claims, demands, suits, judgments, liabilities, damages, fines, losses, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of any of the foregoing. 1.1.13. "Commencement Date" shall mean the date on which a Certificate of Occupancy is issued for the Project, and on which the Term shall commence and Base Rent shall become due and payable. 1.1.14. "Contractor" shall mean Tenant's general contractor for the construction of the Improvements. 1.1.15. "County" shall mean the County of Orange, a political subdivision of the State of California. 1.1.16. "Effective Date" is defined in the introductory paragraph to this Lease, and shall be the date on which Tenant take possession of the Premises and is entitled to commence construction pursuant to Article V, below. 1.1.17. "Event of Default" is defined in Section 11.1. 1.1.18. "Excluded Transfer" shall mean any of the following: (a) A transfer by any direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date or the date on which a Tenant Ownership Change occurred as to the interest transferred, to any other direct or indirect partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or indirect owner in Tenant's ownership structure) as of the Effective Date, including in each case to or from a trust for the benefit of the immediate family of any direct or indirect partner or member of Tenant who is an individual; (b) A transfer of an Ownership Interest in Tenant or in constituent entities of Tenant (i) to a member of the immediate family of the transferor (which for purposes of this Lease shall be limited to the transferor's spouse, children, parents, siblings, and grandchildren); (ii) to a trust for the benefit of a member of the immediate family of the transferor, (iii) from such a trust or any trust that is an owner in a constituent entity of Tenant as of the Effective Date, to the settlor or beneficiaries of such trust or to one or more other trusts created by or for the benefit of any of the foregoing persons, whether any such transfer described in this subsection is the result of gift, devise, intestate succession, or operation of law; or (iv) in connection with a pledge by any partners or members of a constituent entity of Tenant to an affiliate of such partner or member; (c) A transfer of a direct or indirect interest resulting from public trading in the stock or securities of an entity, when such entity is a corporation or other entity whose stock and/or securities is/are traded publicly on a national stock exchange or traded in the over-the-counter market and the price for which is regularly quoted in recognized national quotation services; Page 14 80A-214 (d) A mere change in the form, method, or status of ownership (including, without limitation, the creation of single -purpose entities) as long as the ultimate beneficial ownership remains the same as of the Effective Date, or is otherwise excluded in accordance with subsections (a) — (c) above; (e) A transfer to an Affiliated nonprofit public benefit corporation or for - profit corporation, or to a limited partnership whose general partner is a nonprofit corporation, for - profit corporation or limited liability company Affiliated with the Tenant or the Tenant's general partner, subject to the County and Agency's right to reasonably approve the agreement to effect such assignment or transfer; (f) The lease, assignment of lease or sublease of any individual residential unit in the Improvements; (g) A transfer of the Tenant's interest in the Premises by foreclosure or deed in lieu of foreclosure (i) to any bona fide third -party lender holding a lien encumbering the Premises (or its nominee), and (ii) by a Lender Foreclosure Transferee to a third -party made in accordance with Section 17.6.5; (h) Transfers of any limited partnership or membership interest in the Tenant to an investor solely in connection with the tax credit syndication of the Premises in accordance with Section 42 of the Internal Revenue Code of 1986, as amended (the "Tax Credit Laws"), (including, without limitation, a subsequent transfer of the Limited Partner's interest to an Affiliate of the Limited Partner), provided, such syndication shall not extend the Term of this Lease; (i) The grant or exercise of an option agreement or right of first refusal solely in connection with the tax credit syndication of the Premises in accordance with the Tax Credit Laws provided that the syndication shall not extend the Term of this Lease; 0) The removal and replacement of one or both of Tenant's general partners pursuant to the terms of Tenant's Partnership Agreement as of the Effective Date and replacement by the Limited Partner, or an Affiliate thereof, or (k) Any assignment of the Lease by Tenant to an Affiliate of Tenant or to a Mortgagee as security in which there is no change to the direct and indirect beneficial ownership of the leasehold interest. 1.1.19. "Force Majeure Event" is defined in Article XTV. 1.1.20. "Hazardous Material(s)" is defined in Section 4.5. 1.1.21. "HCD" shall mean the California Department of Housing and Community Development. 1.1.22. "Improvement Costs" shall mean the final actual construction costs incurred by Tenant in connection with the construction of the Improvements and in accordance with the terms of this Lease, excluding ordinary repair and maintenance costs and any Permitted Capital Expenditures paid for out of the Capital Improvement Fund. Page l5 80A-215 1.1.23. "Improvements" shall mean and includes all buildings (including above- ground and below ground portions thereof, and all foundations and supports), building systems and equipment (such as HVAC, electrical and plumbing equipment), physical structures, fixtures, hardscape, paving, curbs, gutters, sidewalks, fences, landscaping and all other improvements of any type or nature whatsoever now or hereafter made or constructed on the Premises. The term Improvements shall mean the Initial Improvements and any replacement improvements constructed in accordance with the terms of this Lease. During the entire Term, the Improvements will be restricted to the following uses: (a) multifamily affordable housing, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses as needed for the siting of the affordable housing and supportive housing units, as approved by the Lessor. 1.1.24. "Includes" shall mean "includes but is not limited to" and "including" shall mean "including but is not limited to." 1.1.25. "Initial Improvements" shall mean the improvements first constructed by Tenant on the Premises at its sole cost and expense as more particularly described in Exhibit B attached hereto and incorporated by reference herein. 1.1.26. "Interest Rate" shall mean the lower of: (a) the reference or prime rate of U.S. Bank National Association, in effect from time to time plus three percent (3%); or (b) the highest rate of interest permissible under the Laws not to exceed the rate of twelve percent (12%) per annum. 1.1.27. "Laws" shall mean all laws, codes, ordinances, statutes, orders and regulations now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity that are binding on and applicable to the Premises and Improvements. 1.1.28. "Lease" shall mean this Ground Lease (including any and all addenda, amendments and exhibits hereto), as now or hereafter amended. 1.1.29. "Leasehold Estate" is defined in Section 17.1.1. 1.1.30. "Leasehold Foreclosure Transferee" is defined in Section 17.1.2. 1.1.31. "Leasehold Mortgage" is defined in Section 17.1.3. 1.1.32. "Leasehold Mortgagee" is defined in Section 17.1.4. 1.1.33. "Lender" shall mean: (a) a bank, savings bank, investment bank, savings and loan association, mortgage company, insurance company, trust company, commercial credit corporation, real estate investment trust, pension trust or real estate mortgage investment conduit; or (b) some other type of lender engaged in the business of making commercial loans, provided that such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or shareholder's equity of at least $500,000,000 (or a substantially similar financial capacity if the foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental Page l6 80A-216 entity, including but not limited to HCD, which provides predevelopment, acquisition, construction and/or permanent financing for Tenant's acquisition and development of the Property. 1.1.34. "Lessor's Interest" shall mean all of County's and Agency's interests in the real property, the Premises, this Lease as tenants -in -common and their existing and reversionary interest in the real property, Premises, as well as the Improvements upon the expiration of the Term or earlier termination thereof. 1.1.35. "Lessor Parties" shall mean, collectively and individually, the County, the Agency and their respective Affiliates, governing boards, agents, employees, members, officers, directors and attorneys. 1.1.36. "Limited Partner" shall mean any limited partner or investor member (and its successors and/or assigns) of Tenant and shall include all references to "investor" in this Ground Lease. 1.1.37. "Net Refinancing Proceeds" is defined in Section 3.2. 1.1.38. "Net Syndication Proceeds" is defined in Section 3.2. 1.1.39. "New Lease" is defined in Section 17.7.1. 1.1.40. "Operating Costs" is defined in Section 3.4.1. 1.1.41. "Ownership Interests" shall mean the share(s) of stock, partnership interests, membership interests, other equity interests or any other direct or indirect ownership interests in Tenant, regardless of the form of ownership and regardless of whether such interests are owned directly or through one or more layers of constituent partnerships, corporations, limited liability companies, or trusts. 1.1.42. "Partnership Related Fees" shall mean the following fees of Tenant (or partners thereof pursuant to Tenant's Partnership Agreement) which are actually paid including: (i) a limited partner asset management fee payable to the Limited Partner in the annual amount of $5,000 (increased annually by 3%); and (ii) partnership management fee (administrative and/or managing general partner) payable to the general partners of Tenant in the aggregate annual amount of $20,000 (increased annually by 3%). 1.1.43. "Person" shall include firms, associations, partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 1.1.44. "Premises" shall mean that certain real property containing approximately 2.28 acres of undeveloped land in the City, together with all easements, rights and privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Tenant intends to construct the Improvements. The legal description of the Premises is attached hereto as Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as Exhibit A-1. Page 17 80A-217 1.1.45. "Project" shall mean the Improvements, and all related appurtenances, constructed by Tenant on the Premises. 1.1.46. "Rent" shall mean and includes the County Base Rent, the Agency Base Rent, and Additional Rent payable by Tenant under this Lease. 1.1.47. "Residual Receipts" means the Annual Project Revenue less (A) Annual Operating Expenses (hereinafter defined), (B) obligated debt service on Leasehold Mortgages for the funding of the Improvements approved in writing by the Lessor at the closing of the construction financing for the Improvements or as otherwise approved pursuant to Section 17.2, below, (C) payment obligations approved in writing by the Lessor at the closing of the construction financing for the Improvements, (D) Partnership Related Fees (including accrued by unpaid Partnership Related Fees from the prior year or years), (E) repayment of loans, if any, made by Limited Partner to Tenant for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (F) repayment of loans, if any, made by a general partner of Tenant solely for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (G) deferred developer fee, and (IT) scheduled deposits to reserves approved in writing by the Lessor at the closing of the construction financing for the Improvements (or such higher reserve deposits as may be reasonably required by any Leasehold Mortgagee). 1.1.48. "Risk Manager" shall mean the Manager of County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Tenant, such other person as may be designated by the Board of Supervisors and the Risk Manager for the City of Santa Ana, or designee, or upon written notice to Tenant, such other person as may be designated by the City Council. 1.1.49. "Taxes" is defined in Section 3.11.2. 1.1.51. "TCAC" is defined as the California Tax Credit Allocation Committee. 1.1.52. "Tenant Group" shall mean Tenant and Tenant's Affiliates, agents, employees, members, officers, directors and attorneys. 1.1.53. "Tenant Ownership Change" shall mean (a) any transfer or assignment by Tenant of the Leasehold Estate or (b) any "Aggregate Transfer" of at least twenty five percent (25%) of the "Ownership Interest(s)" in Tenant, in each case that is not an "Excluded Transfer." 1.1.54. "Tenant's Partnership Agreement" shall mean Tenants Amended and Restated Agreement of Limited Partnership dated as of 1.1.55. "Term" is defined in Section 2.2. 1.1.56. "Transfer" is defined in Section 10.1.1. 1.1.57. "Transfer Notice" is defined in Section 10.4. Page 18 80A-218 1.1.58. "Treasurer -Tax Collector" shall mean the Treasurer -Tax Collector, County of Orange, or designee, or upon written notice to Tenant, such other person or entity as may be designated by the Board of Supervisors. 1.1.59. "Utility Costs" is defined in Section 3.4.1. 1.1.60. "Work" shall mean both Tenant's construction activity with respect to the Improvements, including permitted future changes, alterations and renovations thereto and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. ARTICLE II LEASE OF PROPERTY 2.1 Lease of Premises. 2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions and reservations of this Lease. 2.1.2. Warranty of Peaceful Possession. Lessor covenants and warrants that, subject to the Tenant's payment of Rent and performance and observation of all of the covenants, obligations and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder. Except as otherwise set forth herein, the Lessor covenants and agrees that they shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same is expressly subject and subordinate to this Lease or any New Lease. 2.2 Term. The "Term" of this Lease shall commence on the Effective Date of this Lease, and shall expire at 12:00 midnight Pacific Standard Time on the 62nd anniversary of the Commencement Date, unless sooner terminated as a result of Tenant's non-compliance with any terms, conditions, covenants, restrictions or reservations of this Lease. Notwithstanding the foregoing, the Term shall not exceed sixty five (65) years from the Effective Date. 2.3 Termination at End of Term. This Lease shall terminate without need of further actions of any Party at 12:00 midnight Pacific Standard Time on the last day of the Term. 2.4 Condition of the Premises. TENANT HEREBY ACCEPTS THE PREMISES "AS IS", AND ACKNOWLEDGES THAT THE PREMISES IS IN SATISFACTORY CONDITION. COUNTY AND AGENCY MAKES NO WARRANTY, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR TENANT'S PROPOSED USES. COUNTY AND AGENCY MAKE NO COVENANTS OR WARRANTIES, IMPLIED OR OTHERWISE, RESPECTING THE CONDITION OF THE SOIL, SUBSOIL, OR ANY OTHER CONDITIONS OF THE PREMISES OR THE PRESENCE OF HAZARDOUS MATERIALS, NOR DOES COUNTY OR AGENCY COVENANT OR WARRANT, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR THE PROPOSED DEVELOPMENT, CONSTRUCTION OR USE BY TENANT. COUNTY AND AGENCY SHALL NOT BE RESPONSIBLE FOR ANY LAND SUBSIDENCE, SLIPPAGE, SOIL INSTABILITY OR DAMAGE RESULTING Page 19 80A-219 THEREFROM. COUNTY AND AGENCY SHALL NOT BE REQUIRED OR OBLIGATED TO MAKE ANY CHANGES, ALTERATIONS, ADDITIONS, IMPROVEMENTS OR REPAIRS TO THE PREMISES. TENANT SHALL RELY ON ITS OWN INSPECTION AS TO THE SUITABILITY OF THE PREMISES FOR THE INTENDED USE. TENANT INITIALS: 2.5 Limitations of the Leasehold. This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record as of the date hereof or otherwise disclosed to Tenant prior to the date hereof. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of rights in the Premises which exceed those owned by Lessor, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or County's or Agency's interest therein. 2.6 Tenant's Investigation. Tenant acknowledges that it is solely responsible for investigating the Premises to determine the suitability thereof for the uses contemplated by Tenant. Tenant further acknowledges by executing this Lease that it has completed its investigation and has made such determinations as Tenant believes may be required under the circumstances. ARTICLE III TOTAL RENT 3.1 Base Rent. Throughout the Term of this Lease, regardless of an earlier termination date Tenant shall pay to the County and the Agency the Base Rent as set forth herein. 3.1.1 County Base Rent. Tenant shall make annual payments to County of thirty- three and four -tenths percent (33.4%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of two million, three hundred and forty-one thousand, eight hundred and sixty-four dollars ($2,341,864) is fully paid ("County Base Rent"). County Base Rent shall only become due after the Tenant has repaid that certain loan from the County awarded under the 2016 Permanent Supportive Housing Notice of Funding Availability, Addendum One, evidenced by a Loan Agreement, Promissory Note and Leasehold Deed of Trust, in the amount of $2,280,701, which is also being paid out of the same thirty-three and four -tenths percent (33.4%) of the Residual Receipts. On the last day of the Term the then outstanding amount of the County Base Rent shall be paid in full if not already paid by that time. County Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3%) per year until paid in full. Once the County Base Rent has been paid in full with interest, Tenant shall have no further obligation for County Base Rent under this Lease. 3.1.2 Agency Base Rent. Tenant shall also make annual payments to Agency of thirty-three and one-third percent (33.3%) of the then available Residual Receipts (defined above), but only to the extent said Residual Receipts are available, until the amount of four million, one hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) is fully paid ("Agency Base Rent"). Agency Base Rent shall only become due after the Tenant has repaid those two certain loans from the City, each evidenced by a Loan Agreement, Promissory Note, Deed of Trust, and Affordability Restrictions on Transfer of Property dated , 20 , in the amount of $3,007,489.00, and dated 120 , in the amount of $963,951, which is also being paid out of the same thirty-three and one-third percent (33.3%) of the Residual Receipts. On Page I10 80A-220 the last day of the Term the then outstanding amount of the Agency Base Rent shall be paid in full if not already paid by that time. Agency Base Rent will bear interest commencing on the Commencement Date at the simple rate of three percent (3 °/u) per year until paid in full. Once the Agency Base Rent has been paid in full, Tenant shall have no further obligation for Agency Base Rent under this Lease. 3.2 Net Refinancing Proceeds/Net Syndication Proceeds. Any Net Refinancing Proceeds or Net Syndication Proceeds received by Tenant shall be used to pay any unpaid Base Rent. Additionally, the Tenant's right and obligation to use such net proceeds to pay Base Rent is subject to the rights of Leasehold Mortgagees to control the use of such proceeds pursuant to the terms of their respective loan documents, all of which have been reviewed and reasonably approved by the Lessor and is further subject to the consent of TCAC to the extent required under the applicable regulations or the extended use agreement. Without limiting application of those loan documents and TCAC regulations and requirements, in no case shall Tenant be permitted to retain Net Refinancing Proceeds or Net Syndication Proceeds without the prior written consent of the Lessor, until full satisfaction of the unpaid Base Rent. Notwithstanding the foregoing, this Section 3.2 shall not apply to (i) any Excluded Transfer or (ii) any financing described in Section 17.2. "Net Refinancing Proceeds" shall be defined as the proceeds from the refinancing of any loan approved by Lessor hereunder, net of all of the following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to rehabilitate the Project, including the costs necessary to obtain refinancing proceeds (such as consultant, legal and other consultant costs), the soft costs related to the rehabilitation of the Project (such as architecture, engineering and other consultant costs, and all required relocation costs), and all hard costs of the rehabilitation, all of which have been reviewed and reasonably approved by the Lessor. "Net Syndication Proceeds" shall be defined as syndication proceeds net of final Project hard and soft construction costs, including developer fee, based on a cost certification completed at the end of construction, and syndication costs all of which has been reviewed and reasonably approved by the Lessor. 3.3 Triple Net Rent. It is the intent of the Parties that all Rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature incurred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant's use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall County or Agency be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.4 Insufficient Funds. For purposes of this Section 3.4, Rent shall have the same meaning as stated in Section 1.1.42. If any payment of Rent or other fees made by check is returned due to insufficient funds or otherwise, County and Agency shall have the right to require Tenant to make all subsequent Rent payments by cashier's check, certified check or automated clearing house debit system. All Rent or other fees shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. No payment by Tenant or receipt by County and Agency of a lesser amount than the Rent or other fees due shall be deemed to be other than on account of the Rent or other fees due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and County Page 111 80A-221 and Agency shall accept such check or payment without prejudice to County's and Agency's right to recover the balance of the Rent or other fees or pursue any other remedy available to the County or Agency in this Lease. 3.5 Reserved. 3.6 Additional Rent. 3.6.1. Additional Rent. During the Term, the Base Rent shall be absolutely net to County and Agency so that all costs (including but not limited to Operating Costs and Utility Costs, as defined below), fees, taxes (including but not limited to Real Estate Taxes and Equipment Taxes, as defined below), charges, expenses, impositions, reimbursements, and obligations of every kind relating to the Premises shall be paid or discharged by Tenant as additional rent ("Additional Rent"). Additional Rent shall also include such amounts as described in Article XI. As more particularly set forth in Sections 3.6.3 and 3.6.6, below, Tenant has the right to pay under protest the foregoing Additional Rent, as applicable, and defend against the same. Any imposition rebates shall belong to Tenant. 3.6.2. Taxes. During the Term, Tenant shall pay directly to the taxing authorities all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof, "Taxes" shall include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax, tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, flood control, water pollution control, public transit or other special district thereof, as against any legal or equitable interest of County or Agency in the Premises or any payments in lieu of taxes required to be made by County or Agency, including, but not limited to, the following: (a) Any assessment, tax, fee, levy, improvement district tax, charge or similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be included within the definition of "Taxes" for the purpose of this Lease. (b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city, county, state or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (c) Any assessment, tax, fee, levy, charge or similar imposition upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease; Page 112 80A-222 (d) Any assessment, tax, fee, levy, charge or similar imposition by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Premises are a part. The definition of "Taxes," including any additional tax the nature of which was previously included within the definition of "Taxes," shall include any increases in such taxes, levies, charges or assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring as a result of a sale or otherwise. 3.6.3. Contest of Taxes. Tenant shall have the right to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or Improvements or any part thereof, provided, however, that the contest, opposition or objection must be filed before such time the Taxes or other charge at which it is directed becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties, costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Tenant's contest, opposition or objection to such tax, assessment or other charge. 3.6.4. Payment by Lessor. Should Tenant fail to pay any Taxes required by this Article III to be paid by Tenant within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with Section 3.6.3, and if such amount is not paid by Tenant within fifteen (15) days after receipt of Lessor's written notice advising Tenant of such nonpayment, County and/or Agency may, without further notice to or demand on Tenant, pay, discharge or adjust such tax, assessment or other charge for the benefit of Tenant. In such event Tenant shall promptly on written demand of County or Agency reimburse County and/or Agency for the full amount paid by County and/or Agency in paying, discharging or adjusting such tax, assessment or other charge, together with interest at the Interest Rate from the date advanced until the date repaid. 3.6.5. Operating Costs. Tenant shall pay all Operating Costs during the Term prior to delinquency. As used in this Lease, the term "Operating Costs" shall mean all charges, costs and expenses related to the Premises, including, but not limited to, management, operation, maintenance, overhaul, improvement, replacement or repair of the Improvements and/or the Premises. 3.6.6. Utility Costs. Tenant shall pay all Utility Costs during the Term prior to delinquency. As used in this Lease, the term "Utility Costs" shall include all charges, surcharges, taxes, connection fees, service fees and other costs of installing and using all utilities required for or utilized in connection with the Premises and/or the Improvements, including without limitation, costs of heating, ventilation and air conditioning for the Premises, costs of furnishing gas, electricity and other fuels or power sources to the Premises, and the costs of furnishing water and sewer services to the Premises. Tenant agrees to indemnify and hold harmless the County and Agency against any liability, claim, or demand for the late payment or non-payment of Utility Costs. Page 113 80A-223 ARTICLE IV USE OF PREMISES 4.1 Permitted Use of Premises. Tenant may use the Premises for the construction, development, entitlement, operation, maintenance, replacement and repair of the Improvements as follows: 4.1.1. Required Services and Uses. Lessor's primary purpose for entering into this Lease is to promote the development of the Improvements consistent with this Lease. In furtherance of that purpose, Tenant shall construct and during the entire Term operate, maintain, replace and repair the Improvements in a manner consistent with the Laws and for the following uses: (a) multifamily affordable housing, and appurtenant improvements, including, without limitation, parking, (b) permanent supportive housing units and related services, and (c) related commercial and community -serving uses, as approved by the Lessor. 4.1.2. Ancillary Services and Uses. Subject to the prior written approval of Lessor, which approval may be granted or withheld in the sole discretion of the Lessor, Tenant may provide those additional services and uses which are ancillary to and compatible with the required services and uses set forth in Section 4.1. L, above. 4.1.3. Additional Concessions or Services. Tenant may establish, maintain, and operate such other additional facilities, concessions, and services as Tenant and Lessor may jointly from time to time reasonably determine to be reasonably necessary for the use of the Premises and which are otherwise permitted by Law for the sole purpose to provide affordable housing and/or emergency shelter. 4.1.4. Restricted Use. The services and uses listed in this Section 4.1, both required and optional, shall be the only services and uses permitted. Tenant agrees not to use the Premises for any other purpose or engage in or permit any other activity within or from the Premises unless approved in writing by the Lessor, which approval may be granted or withheld in the sole discretion of the Lessor. 4.1.5. Continuous Use. During the Term, Tenant shall continuously conduct Tenant's business in the Premises in the manner provided under this Lease and shall not discontinue use of the Premises for any period of time except in the case of a Force Majeure Event or as permitted in advance and in writing by the Lessor. 4.1.6. Alcohol Restrictions. Tenant shall not permit the sale or service of alcoholic beverages on the Premises. 4.1.7. Permits and Licenses. Tenant shall be solely responsible to obtain, at its sole cost and expense, any and all permits, licenses or other approvals required for the uses permitted herein and shall maintain such permits, licenses or other approvals for the entire Term. Page 114 80A-224 4.2 Nuisance; Waste. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises and Improvements or any part thereof. Tenant shall not commit or allow to be committed any waste in or upon the Premises or Improvements and shall keep the Premises and the Improvements thereon in good condition, repair and appearance. 4.3 Compliance with Laws. Tenant shall not use or permit the Premises or the Improvements or any portion thereof to be used in any manner or for any purpose that violates any applicable Laws. Tenant shall have the right to contest, in good faith, any such Laws, and to delay compliance with such Laws during the pendency of such contest (so long as there is no material threat to life, health or safety that is not mitigated by Tenant to the satisfaction of the applicable authorities). Lessor may cooperate with Tenant in all reasonable respects in such contest, including joining with Tenant in any such contest if County and/or Agency's joinder is required in order to maintain such contest; provide, however, that any such contest shall be without cost to Lessor, and Tenant shall indemnify, defend (with attorneys acceptable to Lessor), and hold harmless the Lessor from any and all claims, liabilities, losses, damages, or actions of any kind and nature, including reasonable attorneys' fees, arising or related to Tenant's failure to observe or comply with the contested Law during the pendency of the contest. 4.4 Hazardous Materials. 4.4.1. Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the County and/or Agency acting in their governmental capacity, the State of California or the United States government. 4.4.2. Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection with the construction, operation, maintenance and repair of the Improvements or used in connection with any permitted use of the Premises and Improvements under this Lease (which Hazardous Materials shall be used in compliance with all applicable Laws), Tenant or Tenant's employees, agents, independent contractors or invitees (collectively "Tenant Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). 4.4.3. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, and excluding Hazardous Materials existing on the Premises prior to the Effective Date (the "Existing Hazardous Materials"), results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any real or personal property wherever situated. Tenant, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of County or Agency under this Lease, Tenant shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by this Lease or by applicable Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant Parties, excluding the Existing Hazardous Materials. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to Page 115 80A-225 the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi -governmental entity without first obtaining the prior written consent of the Lessor. All work performed or caused to be performed by Tenant as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by Lessor. 4.4.4. Indemnification for Hazardous Materials. (a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials, officers, employees, agents, independent contractors, and the Premises, from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all other professional or consultant's expenses), whether foreseeable or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous Materials. (b) The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans. (c) The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination; provided, however, that the indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the Term of this Ground Lease, or (c) as a result of the grossly negligent or wrongful acts or omissions of Lessor. 4.5 Access by Lessor. Lessor reserves the right for County, Agency and their authorized representatives to enter the Premises upon two (2) business days' prior written notice to Tenant, during normal business hours, in order to determine whether Tenant is complying with Tenant's obligations hereunder, or to enforce any rights given to County or Agency under this Lease. Lessor and its representatives shall report to the Tenant's on -site office and must be accompanied by a representative of Tenant at all times while on the Property and obey Tenant's rules and regulations. Tenant acknowledges Lessor have the authority to enter the Premises and perform work on the Premises at any time as needed to provide immediate or necessary protection for the general public. Lessor will take all necessary measures not to unreasonably interfere with Tenant's business at the Premises in exercising its rights under this Section. Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys' fees, which results fromLessor's willful misconduct or gross negligence, or willful misconduct or gross negligence committed by any party acting under Lessor's authority, of the rights granted by this Section 4.5. Page 116 80A-226 ARTICLE V CONSTRUCTION OF IMPROVEMENTS 5.1 Construction of Improvements. 5.1.1. Initial Improvements. Upon the fulfillment of the Preconditions set forth in Section 5.1.2, below, and payment for and issuance of all permits required under the Laws (whether from County or City in their governmental capacity, or otherwise), Tenant shall construct the Initial Improvements. 5.1.2. Preconditions. No work for development of the Initial Improvements shall be commenced, and no building or other materials shall be delivered to the Premises, until: (a) Lessor has provided approval in writing that all the conditions set forth in Section 5 of the Option Agreement have been satisfied; (b) Tenant has obtained a permit through the City, submitted Project design, conceptual development, plans and special provisions for the construction of Improvements in accordance with the Lessor's criteria, standard and practices; (c) Tenant has given Lessor written notice of the proposed commencement of construction of the Premises or the delivery of construction materials in order to allow Lessor to take all necessary actions under California Civil Code section 3094, including posting of a notice of non - responsibility at the Premises; and (d) Tenant has provided to Lessor evidence that (i) Tenant has entered into a Construction Contract with a Contractor in accordance with Section 5.2 below, (ii) Tenant has secured the construction funding required under Section 5.1.4 below, and (iii) Tenant has provided Lessor with assurances sufficient to construct the Initial Improvements in accordance with Section 5.3 below. 5.1.3. Utilities. To the extent not already constructed, Tenant, at no cost to Lessor, shall construct or cause to be constructed all water, gas, heat, light, power, air conditioning, telephone, broadband internet, and other utilities and related services supplied to and/or used on the Premises at Tenant's sole cost and expense for the purposes of conducting Tenant's operations thereon. All such utilities shall be separately metered from any utilities which may be used by County and/or Agency in conducting its operations, if any, on or about the Premises. Nothing contained in this Section is to be construed or implied to give Tenant the right or permission to install or to permit any utility poles or communication towers to be constructed or installed on the Premises. 5.1.4. Construction Funding. Prior to commencement of construction of the Initial Improvements, Tenant shall provide to Lessor evidence reasonably satisfactory to Lessor of funding available to Tenant that is sufficient to pay for Tenant's estimated total cost of constructing the Initial Improvements, which evidence may consist of (i) a written commitment to Tenant from a Lender selected by Tenant to provide a construction loan to Tenant for the purpose of constructing the Initial Improvements (which may be secured by a Leasehold Mortgage encumbering Tenant's leasehold interest under this Lease), (ii) actual equity funds then held by Tenant or irrevocably committed to be paid to Tenant for the purpose of constructing the Initial Improvements, or (iii) any combination of the foregoing. Tenant may from time to time change any of the foregoing funding sources and the Page 117 80A-227 allocation thereof, so long as the aggregate available funding continues to be sufficient to pay for Tenant's estimated remaining cost of constructing the Initial Improvements, provided that Tenant shall promptly notify Lessor of any such change. 5.1.5. Compliance with Laws and Permits. Tenant shall cause all Improvements made by Tenant to be constructed in substantial compliance with all applicable Laws, including all applicable grading permits, building permits, and other permits and approvals issued by governmental agencies and bodies having jurisdiction over the construction thereof. No permit, approval, or consent given hereunder by County and/or Agency, in their governmental capacity, shall affect or limit Tenant's obligations hereunder, nor shall any approvals or consents given by County and/or Agency, as a Party to this Lease, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations. 5.1.6. Reports. Not less than monthly from the commencement of construction of the Initial Improvements, Tenant shall provide Lessor with written construction status reports in the form of AIA No. G702 ("Application and Certification for Payment") or comparable form, augmented by oral reports if so requested by County or Agency. 5.1.7. Certificate of Occupancy. Tenant shall provide Lessor with a copy of the Certificate of Occupancy promptly following issuance thereof. The date of issuance of the Certificate of Occupancy shall be the Commencement Date hereunder. 5.1.8. Insurance. Tenant (or the Contractor, as applicable) shall deliver to Lessor both (i) certificates of insurance evidencing coverage for "builder's risk," as specified in Section 8.1, and (ii) evidence of worker's compensation insurance, which provide the requisite insurance levels in accordance with Article VIII, for all persons employed in connection with the construction of any Improvements upon the Premises and with respect to whom death or bodily injury claims could be asserted against County and/or Agency or the Premises. Tenant shall (or shall cause Contractor to) maintain, keep in force and pay all premiums required to maintain and keep in said insurance herein at all times during which construction Work is in progress. 5.1.9. Mechanic's Liens. (a) Payment of Liens. Tenant shall pay or cause to be paid the total cost and expense of all "Work of Improvement," as that phrase is defined in the California Mechanics' Lien law in effect and as amended from time to time. Tenant shall not suffer or permit to be enforced against the Premises or Improvements or any portion thereof, any mechanics', materialmen's, contractors' or subcontractors' liens arising from any work of improvement, however it may arise. Tenant may, however, in good faith and at Tenant's sole cost and expense contest the validity of any such asserted lien, claim, or demand, provided Tenant (or any contractor or subcontractor, as applicable) has furnished the release bond (if required by County, Agency or any construction lender) required in California Civil Code section 8000 et seq. (or any comparable statute hereafter enacted for providing a bond freeing the Premises from the effect of such lien claim). In the event a lien or stop -notice is imposed upon the Premises as a result of such construction, repair, alteration, or installation, and provided the lien is not the result of actions of, or work performed by, the Lessor, Tenant shall either: (1) Record a valid Release of Lien, or Page 118 80A-228 (2) Procure and record a bond in accordance with Section 8424 of the Civil Code, which releases the Premises from the claim of the lien or stop -notice and from any action brought to foreclose the lien, or (3) Post such security as shall be required by Tenant's title insurer to insure over such lien or stop -notice, or (4) Should Tenant fail to accomplish either of the three optional actions above within 30 days after Tenant receives notice of the filing of such a lien or stop -notice, it shall constitute an Event of Default hereunder. (b) Indemnification. Tenant shall at all times indemnify, defend with counsel approved in writing by County and/or Agency and hold County and Agency harmless from all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Premises, and from the cost of defending against such claims, including reasonable attorneys' fees and costs, but excluding any liability resulting from the gross negligence or willful misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. (c) Protection Against Liens. Lessor shall have the right to post and maintain on the Premises any notices of non -responsibility provided for under applicable California law. During the course of construction, Tenant shall obtain customary mechanics' lien waivers and releases. Upon completion of the construction of any Improvements, Tenant shall record a notice of completion in accordance with applicable law. Promptly after the Improvements have been completed, Tenant shall (or shall cause Contractor to) record a notice of completion as defined and provided for in California Civil Code section 8000 et seq. (d) Lessor's Rights. If Tenant (or any contractor or subcontractor, as applicable) does not cause to be recorded the bond described in California Civil Code section 8000 et seq. or otherwise protect the Premises and Improvements under any alternative or successor statute, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Tenant fails to stay the execution of judgment by lawful means or to pay the judgment, Lessor shall have the right, but not the duty to pay or otherwise discharge, stay or prevent the execution of any such judgment or lien or both. Upon any such payment by County and/or Agency, Tenant shall immediately upon receipt of written request therefor by County or Agency, reimburse County and/or Agency for all sums paid by County and/or Agency under this paragraph together with all County and/or Agency's reasonable attorney's fees and costs, plus interest at the Interest Rate from the date of payment until the date of reimbursement. 5.1.10. No Responsibility. Any approvals by County or Agency with respect to any Improvements shall not make County or Agency responsible for the Improvement with respect to which approval is given or the construction thereof. Tenant shall indemnify, defend and hold Lessor harmless from and against all liability and all claims of liability (including, without limitation, reasonable attorneys' fees and costs) arising during the Term of this Lease for damage or injury to persons or property or for death of persons arising from or in connection with the Improvement or construction thereof, but excluding any liability resulting from the gross negligence or willful Page 119 80A-229 misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, the Lessor. 5.2 Construction Contracts. 5.2.1. Construction Contract. Tenant shall enter into a written contract with a general contractor ("Contractor") for construction of the Initial Improvements based upon the "Construction Contract Documents" approved pursuant to the Option Agreement. All construction of the Initial Improvements shall be performed by contractors and subcontractors duly licensed as such under the laws of the State of California. Tenant shall give Lessor a true copy of the contract or contracts with the Contractor. 5.2.2. Assignment to County and/or Agency. Tenant shall obtain the written agreement of the Contractor that, at County and/or Agency's election and in the event that Tenant fails to perform its contract with the Contractor, such Contractor will recognize County and/or Agency as the assignee of the contract with the Contractor, and that County and/or Agency may, upon such election, assume such contract with credit for payments made prior thereto. Notwithstanding the foregoing, the County's and/or Agency's rights under this Section 5.2.2 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.3 Tenant's Assurance of Construction Completion. Prior to commencement of construction of the Initial Improvements, or any phase thereof, within the Premises by Tenant, Tenant shall furnish to Lessor evidence that assures Lessor that sufficient monies will be available to complete the proposed construction. The amount of money available shall be at least the total estimated construction cost. Such evidence may take one of the following forms: 5.3.1. Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Tenant, County, Agency and any Leasehold Mortgagees as obligees. 5.3.2. Irrevocable letter of credit issued to Lessor from a financial institution to be in effect until County and Agency acknowledges satisfactory completion of construction; 5.3.3. Cash deposited with the County or Agency (may be in the form of cashier's check or money order or may be electronically deposited); 5.3.4. A completion guaranty, in favor of County and Agency from an Affiliate of The Related Companies of California, LLC, in a form reasonably acceptable to Lessor, coupled with a repayment guaranty in favor of the senior construction lender for its loan; 5.3.4. Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to Lessor. All bonds and letters of credit shall be in a form acceptable to Lessor, County's Risk Manager and City's Risk Manager in their reasonable discretion, and shall insure faithful and full observance and performance by Tenant of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Premises. Page 120 80A-230 Tenant shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Initial Improvements, and shall name the County and City as an additional obligee on, with the right to enforce, any such bonds. 5.4 Ownership of Improvements. 5.4.1. For purposes of this Section 5.4, "Term" shall have the meaning stated in Section 2.2.3. 5.4.2. During Term. Title to all Improvements constructed or placed on the Premises by Tenant and paid for by Tenant are and shall be vested in Tenant during the Term of this Lease, until the expiration or earlier termination thereof. Any and all depreciation, amortization and tax credits for federal or state purposes relating to the Improvements located on the Premises and any and all additions thereto shall be deducted or credited exclusively by Tenant during the Term. The Parties agree for themselves and all persons claiming under them that the Improvements are real property. 5.4.3. Upon Expiration or Earlier Termination of Term. All Improvements on the Premises at the expiration or earlier termination of the Term of this Lease shall, without additional payment to Tenant, then become Lessor's property free and clear of all claims to or against them by Tenant and free and clear of all Leasehold Mortgages and any other liens and claims arising from Tenant's use and occupancy of the Premises, and with Taxes paid current as of the expiration or earlier termination date. Tenant shall upon the expiration or earlier termination of the Term deliver possession of the Premises and the Improvements to Lessor in good order, condition and repair consistent with the requirements of this Lease and in compliance with all applicable laws and regulations for the occupancy of the Project, taking into account reasonable wear and tear and the age of the Improvements. 5.5 "AS -BUILT" Plans. Within sixty (60) days following completion of any substantial improvement within the Premises, Tenant shall furnish the Lessor a complete set of reproducibles and two sets of prints of "As-Builf' plans and a magnetic tape, disk or other storage device containing the "As -Builf 'plans in a form usable by Lessor, to Lessor's satisfaction, on Lessor's computer aided mapping and design ("CAD") equipment. CAD files are also to be converted to Acrobat Reader (pdf format), which shall be included on the disk or CD ROM. In addition, Tenant shall furnish Lessor copy of the final construction costs for the construction of such improvements. 5.6 Capital Improvement Fund. 5.6.1. Tenant shall establish and maintain a reserve fund (the "Capital Improvement Fund") during the Term of this Lease (as "Term" is defined in Section 2.2) in accordance with the provisions of this Section 5.6 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements during the Term of this Lease. 5.6.2. Tenant and Lessor agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as IIVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the Page 121 80A-231 capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements ("Permitted Capital Expenditure(s)"). 5.6.3. The Capital Improvement Fund shall not be used to fund any portion of the construction cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. 5.6.4. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant's reasonable discretion and subject to Lessor's written approval as provided for in Section 5.6.9, below. Tenant shall furnish to the Lessor applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.6.5. The Capital Improvement Fund shall be held in an account established with a Lender acceptable to the Lessor, into which deposits shall be made by Tenant pursuant to Section 5.6.8, below. 5.6.6. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.6 with capital improvement reserves (or replacement reserves) required by Tenant's Leasehold Mortgagees or the Limited Partner, as long as such capital improvement reserves or replacement reserves are in all material respects administered and utilized in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.6. 5.6.7. In the event of default by Tenant and the early termination of this Lease, the Lessor shall have full access to the Capital Improvement Fund, provided the Tenant's Leasehold Mortgagee does not use it within a reasonable time for the purposes stated in this Section 5.6; provided, however, that Lessor's rights under this Section 5.6.7 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.6.8. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total rent collected by Tenant from sub -tenants for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.6. 5.6.9. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.6. For the purpose of obtaining the Lessor's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Lessor on an annual calendar year basis a capital expenditure plan for the upcoming year which details the amount and purpose of anticipated Capital Improvement Fund expenditures ("Capital Improvement Page 122 80A-232 Plan"). Lessor shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre -approved by Lessor (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Lessor for the Lessor's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the Lessor and provide applicable documentation to the Lessor thereafter for approval. If the Lessor disapproves the emergency expenditure which was not previously approved by Lessor, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the Lessor of its decision. 5.6.10. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant. ARTICLE VI REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION 6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and any and all Improvements now or hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that the Premises does not deteriorate more quickly than its age and reasonable wear and tear would otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in all material respects. Tenant shall immediately notify the Lessor of any damage relating to the Premises. 6.2 Interior Improvements, Additions and Reconstruction of Improvements. Following the completion of construction of the Initial Improvements, Tenant shall have the right from time to time to make any interior improvements to the Improvements that are consistent with the Lessor's approved use of the Premises as reflected in this Lease, without Lessor's prior written consent, but with prior written notice to the Lessor (except in the event of an emergency, in which case no prior written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon as practicable). With prior written approval of Lessor, Tenant may restore and reconstruct the Improvements, and in that process make any modifications otherwise required by changes in Laws, following any damage or destruction thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or improvements to the Improvements for uses consistent with the Lessor approved use of the Premises as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. Page 123 80A-233 6.3 All Other Construction, Demolition, Alterations, Improvements and Reconstruction. Following the completion of construction of the Initial Improvements, and except as specified in Sections 6.1 and 6.2, any construction, alterations, additions, major repairs, demolition, improvements or reconstruction of any kind shall require the prior written consent of the Lessor, which consent shall not be unreasonably conditioned, delayed or withheld and may require their respective governing body's approval (e.g. Board of Supervisors' and City Council approval). Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall: (i) make all alterations, improvements, demolitions, additions or repairs to the Premises and/or the Improvements required to be made by any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; (ii) observe and comply in all material respects with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements (subject to Tenant's right to contest such Laws in accordance with Section 4.4); (iv) indemnify, defend and hold County, Agency, the Premises and the Improvements free and harmless from any and all liability, loss, damages, fines, penalties, claims and actions resulting from Tenant's failure to comply with and perform the requirements of this Article VI. 6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that County, Agency and Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration, improvement, demolition, replacement, addition or repair of any Improvements. 6.6 Lessor Reservations. Without limiting Lessor's rights with respect to the Premises, Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper maintenance and operation of the Premises and to permit any steps to be taken which the Lessor deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the Lessor at their sole discretion, unless otherwise provided herein. ARTICLE VII DAMAGE AND RESTORATION 7.1 Damage and Restoration. In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant may make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Page 124 80A-234 Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Notwithstanding Section 17.9, if Tenant terminates this Lease pursuant to this Section 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises. 7.2 Restoration. In the event of any restoration or reconstruction pursuant to this Section, all such work performed by Tenant shall be constructed in a good and workmanlike manner according to and in conformance with the Laws, rules and regulations of all governmental bodies and agencies and the requirements of this Lease applicable to the construction of the Initial Improvements. 7.3 No Rental Abatement. Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of Rent because part or all of the Improvements become untenantable as a result of the partial or total destruction of the Improvements, and Tenant's obligation to keep and perform all covenants and agreements on its part to be kept and performed hereunder, shall not be decreased or affected in any way by any destruction of or damage to the Improvements; except as otherwise provided herein. 7.4 Application of Insurance Proceeds. If following the occurrence of damage or destruction to the Premises or Improvements, Tenant is obligated to or determines that there are adequate proceeds to restore the Premises and Improvements pursuant to this Article VII, then all proceeds from the insurance required to be maintained by Tenant on the Premises and the Improvements shall be applied to fully restore the same, and, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, any excess proceeds shall be paid to Tenant and any deficit in necessary funds plus the amount of any deductible shall be paid by Tenant. If Tenant after commencing or causing the commencement of the restoration of Premises and Improvements shall determine that the insurance proceeds are insufficient to pay all costs to fully restore the Improvements, Tenant shall pay the deficiency and shall nevertheless proceed to complete the restoration of Premises and the Improvements and pay the cost thereof. Upon lien free completion of the restoration, subject to the rights of the Leasehold Mortgagees, if applicable, any balance of the insurance proceeds remaining over and above the cost of such restoration shall be paid to Tenant. 7.5 Exclusive Remedies. Notwithstanding any destruction or damage to the Premises and/or the Improvements, Tenant shall not be released from any of its obligations under this Lease, except to the extent and upon the conditions expressly stated in this Article VII. County, Agency and Tenant hereby expressly waive the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and agree that their rights shall be exclusively governed by the provisions of this Article VII. 7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as applicable, the Improvements shall be damaged or destroyed for which the repair and/or replacement cost is fifty percent (50%) or more of then replacement cost of the Improvements, then Tenant shall have the option, to be exercised within ninety (90) days after such damage or destruction: 7.6.1. to notify the Lessor of its election to repair or restore the Improvements as provided in this Article VII; or Page 125 80A-235 7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance applicable prior to the date of surrender of the Premises to the Lessor. ARTICLE VIII INSURANCE AND INDEMNITY 8.1 Tenant's Required Insurance. 8.1.1. Tenant agrees to purchase all required insurance at Tenant's expense and to deposit with Chief Real Estate Officer certificates of insurance, including all endorsements required herein, necessary to satisfy Chief Real Estate Officer that the insurance provisions of this Lease have been complied with and to keep such insurance coverage and the certificates and endorsements therefore on deposit with Chief Real Estate Officer during the entire term of this Lease. 8.1.2. Tenant agrees that it shall not operate on the Premises at any time the required insurance is not in full force and effect as evidenced by a certificate of insurance and necessary endorsements or, in the interim, an official binder being in the possession of Chief Real Estate Officer; rent however shall not be suspended. In no cases shall assurances by Tenant, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. Chief Real Estate Officer will only accept valid certificates of insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Tenant also agrees that upon cancellation, termination, or expiration of Tenant's insurance, Chief Real Estate Officer may take whatever steps are necessary to interrupt any operation from or on the Premises until such time as the Chief Real Estate Officer reinstates the Lease. 8.1.3. If Tenant fails to provide Chief Real Estate Officer with a valid certificate of insurance and endorsements, or binder at any time during the term of the Lease, County and Tenant agree that this shall constitute a material breach of the Lease. Whether or not a notice of default has or has not been sent to Tenant, said material breach shall permit Chief Real Estate Officer to take whatever steps are necessary to interrupt any operation from or on the Premises, and to prevent any persons, including, but not limited to, members of the general public, and Tenant's employees and agents, from entering the Premises until such time as the Chief Real Estate Officer is provided with adequate evidence of insurance required herein. Tenant further agrees to hold County harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from Chief Real Estate Officer's action. 8.1.4. All contractors and subcontractors performing work on behalf of Tenant pursuant to this Lease shall obtain insurance subject to the same terms and conditions as set forth herein for Tenant and limits of insurance as described in Section 8.1.6 (e), Section 8.1.6 (f) and Page 126 80A-236 Section 8.1.6 (g). Tenant shall not allow contractors or subcontractors to work if contractors have less than the level of coverage required by County under this Lease. It is the obligation of the Tenant to provide written notice of the insurance requirements to every contractor and to receive proof of insurance prior to allowing any contractor to begin work within the Premises. Such proof of insurance must be maintained by Tenant through the entirety of this Lease and be available for inspection by Chief Real Estate Officer at any reasonable time. 8.1.5. All self -insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self -insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, upon review of Tenant's current audited financial report. If Tenant's SIR is approved, Tenant, in addition to, and without limitation of, any other indemnity provision(s) in this Lease, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Tenant's, its agents, employee's or subcontractor's performance of this Lease, Tenant shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Tenant's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Tenant's SIR provision shall be interpreted as though the Tenant was an insurer and the County was the insured. If the Tenant fails to maintain insurance acceptable to the County or City for the full term of this Lease, the County or City may terminate this Lease. 8.1.6. All policies of insurance required under this Article VIII must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property- Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer must be licensed to do business in the state of California. (a) If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the carrier's performance and financial ratings. (b) If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A-/VIII, the Chief Real Estate Officer retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. (c.1) The policy or policies of insurance maintained by the TENANT DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Builder's Risk (during the Construction Period) naming retained General Contractor Project value and no coinsurance provision. Page 127 80A-237 Commercial General Liability $5,000,000 per occurrence $5,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (c.2) The policy or policies of insurance maintained by the TENANT'S GENERAL CONTRACTOR DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence $10,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $2,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Contractor's Pollution Liability including NODS $5,000,000 per claims made or per occurrence (d) The policy or policies of insurance maintained by the TENANT'S SUBCONTRACTORS DURING CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Page 128 80A-238 Employer's Liability Insurance (not required for $1,000,000 per occurrence self-employed subcontractors) Contractor's Pollution Liability including NODS $1,000,000 per claims made or per (Required only of those subcontractors involved in occurrence pollution remediation) (e) The policy or policies of insurance maintained by the ARCHITECT - ENGINEER shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Professional Liability (architect, structural, $2,000,000 per occurrence electrical engineer, mechanical/plumbing engineering, environmental engineer, civil engineer, $2,000,000 aggregate landscape architect, and geotechnical engineer) Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence (f) The policy or policies of insurance maintained by the TENANT AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below: Coverages Minimum Limits Commercial General Liability $5,000,000 per occurrence Including Sexual Misconduct (defined as abuse, $5,000,000 aggregate molestation and assault and battery) Automobile Liability including coverage for owned, $1,000,000 limit per occurrence non -owned and hired vehicles Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence Commercial Property Insurance on an "All Risk" or 100% of the Replacement Cost Value "Special Causes of Loss" basis covering all Page 129 80A-239 buildings, contents and any tenant improvements and no coinsurance provision including Business Interruption/Loss of Rents with a 12 month limit Tenant shall provide a builder's risk policy, naming the Contractor, providing coverage for the full project value and no coinsurance provision. The policy shall provide coverage for all perils excluding earthquake, and flood. Tenant is responsible for any deductible amount. The County of Orange and the Housing Authority of the City of Santa Ana shall be named as Loss Payees as its financial interests may appear. This shall be evidenced by a Loss Payee endorsement which shall accompany the Certificate of Insurance. The Builder's Risk policy shall not be required to cover any tools, equipment, or supplies, unless such tools, equipment, or supplies are part of the Work being constructed. The Contractor shall be responsible for securing and maintaining appropriate insurance on any tools, equipment, or supplies that are not part of the work being constructed. The County and the Contractor waive all rights against each other and the subcontractors, sub - subcontractors, officers, and employees of each other, and the Contractor waives all rights against County's separate contractors, if any, and their subcontractors, sub -subcontractors, officers and employees for damages caused by fire or other perils to the extent paid by the Builder's Risk insurance, except such rights as they may have to the proceeds of such insurance. The Contractor shall require of its subcontractors and sub -subcontractors by appropriate agreements, similar waivers, each in favor of all other parties enumerated in the preceding sentence. (g) The policy or policies of insurance maintained by the TENANT'S CONTRACTOR AFTER CONSTRUCTION shall provide the minimum limits and coverage as set forth below when performing maintenance and minor work after the building is in operation: Coverages Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Compensation Statutory Minimum Employers' Liability Insurance $1,000,000 per occurrence 8.1.7. Required Coverage Forms. (a) The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. Page130 80A-240 (b) The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. 8.1.8. Required Endorsements. The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, agents as Additional Insureds. Blanket coverage may also be provided which will state, as required by Lease. 2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad, evidencing that the TENANT'S insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 (ed.04/13) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/85). (Pertains to contractors and subcontractors performing major construction). Contractors shall maintain Products and Completed Operations coverage for ten (10) years following completion of construction. The Contactors Pollution Liability and Pollution Liability policies shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement naming the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, employees, and agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by County shall be excess and non-contributing. (a) The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees. (b) All insurance policies required by this Lease shall waive all rights of subrogation against the County of Orange, City of Santa Ana, and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. (c) The Commercial Property Building policy shall include the County of Orange and City of Santa Ana as both Named Insureds. A Certificate of Insurance shall be submitted as evidence of this requirement. The Builders' Risk policy shall be endorsed to include the County of Orange and City of Santa Ana as Loss Payees. A Loss Payee endorsement shall be submitted with the Certificate of Insurance as evidence of this requirement. (d) Tenant shall notify County and City in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to the County and City. Failure to provide written notice of cancellation may Page l31 80A-241 constitute a material breach of the Lease, after which the County or City may suspend or terminate this Lease. (e) The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 001 policy). (f) If Contractor's Pollution Liability and Pollution Liability are claims -made policies, Contractor shall agree to maintain coverage for five (5) years following completion of the construction. If Contractor's Professional Liability is a claims -made policy, Contractor shall agree to maintain coverage for ten (10) years following the completion of construction. Products and Completed Operations coverage shall be maintained for ten (10) years following the completion of construction. (g) Insurance certificates should be forwarded to County and City addresses provided in Section 18.19 below. Tenant has ten (10) business days to provide adequate evidence of insurance or it shall constitute an Event of Default. (h) County or City expressly retains the right to require Tenant to increase or decrease insurance of any of the above insurance types throughout the term of this Lease which shall be mutually agreed upon by County, City and Tenant. (i) Chief Real Estate Officer shall notify Tenant in writing of changes in the insurance requirements consistent with subsection (h) above. If Tenant does not deposit copies of certificates of insurance and endorsements with Chief Real Estate Officer incorporating such changes within thirty (30) days of receipt of such notice, it shall constitute an Event of Default. 0) The procuring of such required policy or policies of insurance shall not be construed to limit Tenant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Lease, nor in any way to reduce the policy coverage and limits available from the insurer. 8.2 Indemnification. Tenant agrees to assume all risks, financial or otherwise, associated with the Premises. Tenant hereby releases and waives all claims and recourse against Lessor, including the right of contribution for loss or damage of persons or property, arising from, growing out of or in any way connected with or related to this Lease, including any damage to or interruption of use of the Premises including, but not limited to, loss of business, damage to, destruction of, or relocation costs of Tenant's Improvements or impaired utility of the Premises caused by erosion, flood, or flood overflow, or caused by any action undertaken in the operation, maintenance, repair, reconstruction, replacement, enlargement or improvement of the Premises except claims arising from the gross negligence or willful misconduct of County or Agency, their officers, agents, employees and contractors. Tenant hereby agrees to indemnify, defend (with counsel approved in writing by Lessor), and hold harmless, County and the Agency, their respective elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property, arising out of the operation or maintenance of the Premises, and/or Tenant's exercise of the rights under this Lease, except for liability arising out of the gross negligence or willful misconduct of County or Agency, their elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom, and except for claims arising after the later to occur of the expiration or earlier termination of the Term, or the date Tenant vacates the Premises. If County and/or Agency Page l32 80A-242 is named as co-defendant in a lawsuit in connection with this Lease, Tenant shall notify Lessor of such fact and shall represent the County and/or Agency in such legal action unless County or Agency undertakes to represent themselves as co-defendant in such legal action, in which event, Tenant shall pay to Lessor their litigation costs, expenses, and reasonable attorneys' fees. If judgment is entered against County and/or Agency and Tenant by a court of competent jurisdiction because of the concurrent active negligence of County and/or Agency and Tenant, County, Agency and Tenant agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. A judgment or other judicial determination regarding Lessor's negligence shall not be a condition precedent to Tenant's obligations stated in this Section. Tenant acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party. Tenant, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this paragraph. The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination. This Section 8.2 notwithstanding, indemnification with respect to Hazardous Materials shall be governed by Section 4.4.4. 8.3 Damage to Tenant's Premises. Lessor shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise, or other property of Tenant, of Tenant's employees, invitees, customers, or of any other person in or about the Premises or the Improvements caused by or resulting from any peril which may affect the Premises or Improvements, including fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises or the Improvements, whether such damage or injury results from conditions arising upon the Premises or from other sources; provided, however, Lessor shall be liable for injury or damage under this Section 8.3 resulting from County or Agency, their elected and appointed officials, officers, agents, employees or contractor's gross negligence or willful misconduct. ARTICLE IX CONDEMNATION 9.1 Definitions. 9.1.1. "Condemnation" means (i) the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi -public use under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while condemnation legal proceedings are pending. 9.1.2. "Date of Taking" means the later of (i) the date actual physical possession is taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises. Page l33 80A-243 9.1.3. "Award" means all compensation, sums or anything of value awarded, paid or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether pursuant to judgment or by agreement or otherwise. 9.1.4. "Condemnor" means any public or quasi -public authority or private corporation or individual having the power of condemnation. 9.1.5. "Total Taking" means the taking by Condemnation of all of the Premises and all of the Improvements. 9.1.6. "Substantial Taking" means the taking by Condemnation of so much of the Premises or Improvements or both that one or more of the following conditions results, as reasonably determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and Improvements a practical improvement and reasonably suited for the uses and purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on the Premises would be materially and substantially prevented or impaired. 9.1.7. "Partial Taking" means any taking of the Premises or Improvements that is neither a Total Taking nor a Substantial Taking. 9.1.8. "Notice of Intended Condemnation" means any notice or notification on which a reasonably prudent person would rely and which he would interpret as expressing an existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice is considered to have been received when a Party receives from the Condemnor a notice of intent to condemn, in writing, containing a description or map reasonably defining the extent of the Condemnation. 9.2 Notice and Representation. 9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified below shall promptly notify the other Party (and the Limited Partner, if during the Compliance Period) of the receipt, contents and dates of such notice: (i) a Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of Condemnation. 9.2.2. Separate Representation. County, Agency and Tenant each have the right to represent its respective interest in each Condemnation proceeding or negotiation and to make full proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the consent of County, Agency and Tenant. County, Agency and Tenant shall each execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to Condemnation. Page l34 80A-244 9.3 Total or Substantial Taking. 9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of Taking 9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, by notice to Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed a Partial Taking. 9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises and Improvements until the Condemnor takes physical possession. At any time following Notice of Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold Mortgagee and the Limited Partner, to the extent required, elect to relinquish possession of the Premises to Lessor before the actual Taking. The election shall be made by notice declaring the election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant's right to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant relinquishes possession. 9.3.4. Apportionment of Award. On a Total Taking all sums, including damages and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally determined by the court with jurisdiction over the Condemnation proceedings in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive compensation for the value of its leasehold estate under this Lease including its fee interest in all Improvements, personal property and trade fixtures located on the Premises, its relocation and removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled under applicable law. 9.4 Partial Taking. 9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to any refund of the Base Rent. 9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall repair, alter, modify or reconstruct the Improvements ("Restoring') so as to make them reasonably suitable for Tenant's continued occupancy for the uses and purposes for which the Premises are leased. 9.4.3. Apportionment of Award. On a Partial Taking, Lessor shall be entitled to receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) Tenant shall be entitled to receive any portion of such award allocated to Tenant's interest in any of Tenant's Improvements, Personal property and trade fixtures taken, and any part of the award attributable to the low income housing tax credits. 9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the right to Page l35 80A-245 terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article IX. ARTICLE X ASSIGNMENT, SUBLETTING AND ENCUMBERING 10.1 General. Except as provided in Sections 10.3 and 17.6.4, below, Tenant shall not mortgage, pledge, hypothecate, encumber, transfer, sublease Tenant's interest in this Lease or assign (including an assignment by operation of law) Tenant's interest in the Premises or Improvements or any part or portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of the Lessor, which consent may not be unreasonably withheld, conditioned or delayed. Lessor's consent may be subject to approval by their respective governing bodies (e.g. Board of Supervisors and City Council). Tenant's failure to obtain the Lessor's written consent to a Transfer shall render such Transfer void. Occupancy of the Premises by a prospective transferee, sublessee, or assignee prior to Lessor's written consent of a Transfer shall constitute an Event of Default, except as set forth in Section 10.3, below. 10.1.1. Except as provided in Section 10.3, below, if Tenant hereunder is a corporation, limited liability company, an unincorporated association or partnership, the sale or transfer of any stock or interest in said corporation, company, association and partnership in the aggregate exceeding 25% shall require the written consent of the Lessor, as set forth in Section 10.3, above, which consent may not be unreasonably withheld, conditioned or delayed. 10.1.2. Should Lessor consent to any Transfer, such consent and approval shall not constitute a waiver of any of the terms, conditions, covenants, restrictions or reservations of this Lease nor be construed as Lessor's consent to any further Transfer. Such terms conditions, covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally binding upon each and every party thereto. Any document to regarding the Transfer of the Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any such inconsistency, the provisions of this Lease shall control. 10.1.3. This Section shall not be interpreted to prohibit, disallow or require Lessor's consent to space leases (subleases of less than Tenant's entire Lease interest), including leases of individual residential units in the Improvements, which are consistent with the approved uses under this Lease. 10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or hypothecate Lessor's Fee Interest, other than as required by TCAC pursuant to its lease rider, if any, and previously approved by Lessor prior to the Effective Date of this Lease, in connection with the award of low income housing tax credits to Tenant. 10.3 Excluded Transfers. Lessor's consent, as set forth in Section 10.1, above, shall not be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a "Permitted Transferee"), provided, however, that (1) Tenant shall notify Lessor of such Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall provide Lessor with information regarding the transferee evidencing that the Transfer falls within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if such Transfer involves an assignment of Tenant's rights under this Lease, Tenant or such Page l36 80A-246 transferee shall provide Lessor with a written assumption of Tenant's obligations and liabilities under this Lease executed by such transferee in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. 10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to an Excluded Transfer, which shall be governed by Sections 1.1.21 and 10.3, above. If Tenant desires at any time to enter into a Transfer for which Lessor's consent is required hereunder, Tenant shall provide Lessor with written notice ("Transfer Notice") at least ninety (90) days prior to the proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.), (iii) the proposed effective date of the Transfer, (iv) income statements and "fair market' balance sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years (provided however, if the proposed transferee is a newly formed entity and has not been in existence for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a detailed description of the proposed transferees qualifications and experience that demonstrates the transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after Lessor's receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor withhold consent to the proposed Transfer, setting forth a detailed explanation of Lessor's grounds for doing so. If Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific terms of the Lessor's approval and after execution of a consent to assignment by Lessor in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.4 shall not apply to any Transfer to a Foreclosure Transferee. 10.5 Liability of Transferors/Transferees For Lease Obligations. In the case of an assignment, including an assignment pursuant to Section 17.6.5, each Permitted Transferee and any other assignees or transferees of this Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5, the transferor may be released from all liability under this Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor evidence of sufficient and adequate assets, including any required insurance policies, subject to approval by Lessor, which approval shall not be unreasonably withheld, that evidence said Permitted Transferee's or other transferees' financial and otherwise competence to assume transferor's obligations and liability (an "Approved Release"). Except as otherwise provided in Section 17.6.5 and except for an Approved Release, for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. Notwithstanding anything to the contrary contained herein, Lessor consent shall not be required for any of the Page l37 80A-247 following: (i) the exercise by the Limited Partner of its rights pursuant to Tenant's Partnership Agreement to remove the general partner of the Tenant and appoint the Limited Partner or an affiliate thereof as interim general partner of the Tenant; (ii) the exercise by the Limited Partner of its right to enforce any repurchase requirements under Tenant's Partnership Agreement; and/or (iii) a transfer by the Limited Partner of its partnership interest in Tenant to an Affiliate of the Limited Partner. 10.6 Conditions of Certain Lessor Consent. 10.6.1. Lessor may withhold consent to a Transfer (excluding Excluded Transfers which shall not require Lessor consent) at its and absolute sole discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor's obligations and liabilities. (d) The construction of the Initial Improvements has not been completed. (e) Any construction required of Tenant as a condition of this Lease has not been completed. (f) All the material terms, covenants, and conditions of the Transfer that are relevant to the Lessor's approval of the Transfer have not been disclosed in writing to the Lessor. 10.7 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written consent of Tenant, Leasehold Mortgagee and the Limited Partner (provided, the Limited Partner's consent shall be required only during the tax credit compliance period). Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall be expressly subject and subordinate to this Lease, to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor's fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the Lessor hereunder. ARTICLE XI DEFAULT AND REMEDIES 11.1 Event of Default. Each of the following events shall constitute an "Event of Default" by Tenant: 11.1.1. Failure to Pay. Tenant's failure or omission to pay any Rent or other sum payable hereunder on or before the date due where such failure shall continue for a period of five (5) Page l38 .O 1 2 ' • days after written notice thereof from Lessor to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure §1161 etseq. 11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform any of its obligations under this Lease (other than those specified in Sections 11.1.1, 11.1.3, 11.1.6, or 11.1.8 herein, which have their own notice and cure periods), where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.; provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more than thirty (30) days are reasonably required for its cure (for any reason other than financial inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) days, and thereafter diligently pursues such cure to completion. 11.1.3. Abandonment. The abandonment (as defined in California Civil Code Section 1951.3) or vacation of the Premises by Tenant for a period of thirty (30) days or more. 11.1.4. Assignments. (a) The making by Tenant of any assignment of its leasehold estate under this Lease without Lessor's consent, as set forth in Article X; (b) A case is commenced by or against Tenant under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Tenant, the same is not dismissed within ninety (90) days of such commencement; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days; or (d) Tenant's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Tenant in and to the Premises shall become an asset in any of such proceedings. 11.1.5. Failure to Reimburse Lessor. Tenant's failure to reimburse the Lessor pursuant to Section 3.6.4. 11.1.6. Termination of and Failure to Reinstate Insurance Coverage. Termination of Tenant's insurance coverage and lack of reinstatement within ten (10) business days after notice from Lessor of such termination. 11.1.7. Failure to Provide Evidence of Insurance. Tenant's failure to provide Lessor with a valid and adequate certificate of insurance and endorsements, or binder, at any time during the Term of the Lease, within the time period required under Section 8.1.3. Page l39 80A-249 11.1.8. Lessor's Consent and Approval of Transfer. Occupancy of the Premises by a prospective transferee, sublessee, or assignee which requires Lessor's consent or approval, before Lessor's written consent and approval of a Transfer is obtained as required in Section 10.1. 11.1.9. Tenant's failure to make Additional Rent payment(s) as set forth in Sections 11.3 and 11.10 11.2 Lessor's Remedies. If an Event of Default occurs, Lessor shall have the following remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort cumulatively or in the alternative: 11.2.1. Termination of Lease. Subject to Article 17, as applicable, Lessor shall have the right to terminate this Lease and all rights of Tenant hereunder including Tenant's right to possession of the Premises. In the event that Lessor shall elect to so terminate this Lease then Lessor may recover from Tenant: (a) The worth at the time of award of the unpaid Rent and other charges, which had been earned as of the date of the termination hereof, plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus (e) Subject to the rights of any Leasehold Mortgagees and TCAC, the funds in the Capital Improvement Fund; plus (f) Any other amount which Lessor may by law hereafter be permitted to recover from Tenant to compensate Lessor for the detriment caused by Tenant's default as permitted under applicable California law. The term "Rent" as used herein shall mean as defined in Section 1.1.41. Additional Rent shall be computed on the basis of the average monthly amount thereof accruing during the 24-month period immediately prior to default, except that if it becomes necessary to compute such Additional Rent before such 24-month period has occurred, then it shall be computed on the basis of the average monthly amount during such shorter period. As used in Sections 11.2.1(a) and 11.2.1(b) above, the "worth at the time of award" shall be computed by allowing interest at the Interest Rate. As used in Sections 11.2.1 (c) above, the "worth at the time of award" shall be computed by discounting such Page 140 80A-250 amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but not in excess of the Interest Rate. 11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without terminating Tenant's right to possession and to enforce all of Lessor's rights and remedies under this Lease, at law or in equity, including the right to recover the Rent as it becomes due under this Lease; provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the underlying Event(s) of Default by notifying Tenant in writing that Tenant's right to possession of the Premises has been terminated. 11.2.3. Removal of Personal Property Following Termination of Lease. Lessor shall have the right, following a termination of this Lease and Tenant's rights of possession of the Premises under Section 11.2.1 above, to re-enter the Premises and, subject to applicable law, to remove Tenant's personal property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or disposed of without such storage, in accordance with applicable California law. 11.3 Lessor's Right to Cure Tenant Defaults. If Tenant shall have failed to cure, after expiration of the applicable time for curing, a particular default under this Lease, Lessor may at their election, but are not obligated to, make any payment required of Tenant under this Lease or perform or comply with any term, agreement or condition imposed on Tenant hereunder, and the amount so paid plus the reasonable cost of any such performance or compliance, plus interest on such sum at the Interest Rate from the date of payment, performance or compliance until reimbursed shall be deemed to be Additional Rent payable by Tenant on Lessor's demand. Tenant's failure to reimburse the County and/or Agency within 30 days of Lessor's demand shall constitute an Event of Default under this Lease. No such payment, performance or compliance shall constitute a waiver of default or of any remedy for default, or render County and/or Agency liable for any loss or damage resulting from the same. 11.4 Lessor's Default. Lessor shall not be considered to be in default under this Lease unless Tenant has given Lessor written notice specifying the default, and either (i) as to monetary defaults, Lessor have failed to cure the same within ten (10) business days after written notice from Tenant, or (ii) as to nomnonetary defaults, Lessor have failed to cure the same within thirty (30) days after written notice from Tenant, or if the nature of Lessor's nonmonetary default is such that more than thirty (30) days are reasonably required for its cure, then such thirty (30) day period shall be extended automatically so long as County and/or Agency commences a cure within such thirty (30) day period and thereafter diligently pursues such cure to completion. Tenant shall have no right to offset or abate alleged amounts owing by County and/or Agency under this Lease against any amounts owing by Tenant under this Lease. Additionally, Tenant's sole remedy for any monetary default shall be towards the Lessor's interest in the property and not to any other assets. Any and all claims or actions accruing hereunder shall be absolutely barred unless such action is commenced within six (6) months of the event or action giving rise to the default. 11.5 Remedies Cumulative. All rights and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. Page 141 80A-251 11.6 Waiver by Lessor. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Tenant hereunder. The acceptance by Lessor of Rent or any other sums hereunder shall not be (a) a waiver of any preceding breach or default by Tenant of any provision thereof, other than the failure of Tenant to pay the particular rent or sum accepted, regardless of Lessor's knowledge of such preceding breach or default at the time of acceptance of such rent or sum, or (b) waiver of Lessor's right to exercise any remedy available to Lessor by virtue of such breach or default. No act or thing done by County or Agency's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. 11.7 Interest Any installment or Rent due under this Lease or any other sums not paid to Lessor when due (other than interest) shall bear interest at the Interest Rate from the date such payment is due until paid, provided, however, that the payment of such interest shall not excuse or cure the default. 11.8 Conditions Deemed Reasonable. Tenant acknowledges that each of the conditions to a Transfer, and the rights of Lessor set forth in this Article X in the event of a Transfer is a reasonable restriction for the purposes of California Civil Code Section 1951.4. 11.9 Waiver by Tenant. Tenant's waiver of any breach by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. 11.10 Tenant Covenants and Agreements. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expenses and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Tenant within the time period required under this Lease, then in addition to any other remedies provided herein, Lessor may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act on Tenant's part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by Lessor on Tenant's behalf shall not give rise to any responsibility of Lessor to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by Lessor in connection therewith, together with interest at the Interest Rate from the date incurred or paid by Lessor, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant within thirty (30) days of receipt of a demand and invoice from Lessor, and Tenant's failure to pay the Lessor, as stated herein, shall constitute an Event of Default under this Lease. ARTICLE XII HOLDING OVER If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Lessor, Tenant shall become a Tenant at sufferance only, at a monthly rental rate of (a) Fifty Thousand Dollars ($50,000) to the extent the Premises are not subject to any tenant income or rent restrictions and all units may be rented at market -rate rents, or (b) Twenty Five Thousand Dollars ($25,000) to the extent the Premises are subject to any tenant income or rent restrictions ("Hold Over Rent"), increased annually commencing with commencement of the hold Page 142 80A-252 over period by an amount equal to the greater of (i) three percent (3%) for each year of the Term, or (ii) a percentage equal to the percentage increase from the Base Period of the Consumer Price Index ("CPI") for Los Angeles- Riverside -Orange County [All Urban Consumers -All Items, not seasonally adjusted (Base Period 1982-84=100)]. Said CPI for the month of December for the second year of the Term shall be considered the `Base Period." Said adjustment shall be made by comparing the CPI for the Base Period to the CPI for the month of December immediately preceding each such adjustment. If at any time there shall not exist the CPI, Lessor shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence, and shall be most nearly equivalent thereto. If Tenant fails to surrender the Premises and the Improvements as stated herein, and Lessor shall take legal action to cause Tenant's eviction from the Premises and is successful in such action, Tenant shall be responsible for all costs and expenses, including reasonable attorney's fees and costs, incurred by County and/or Agency in connection with such eviction action; Tenant shall also indemnify and hold Lessor harmless from all loss or liability or reasonable attorney's fees and costs, including any claim made by any succeeding tenant, incurred by County and/or Agency founded on or resulting from such failure to surrender. ARTICLE XIII ESTOPPEL CERTIFICATES At any time and from time to time, within ten (10) business days after written request by either County, Agency or Tenant (the "requesting party"), the other Party (the "responding party") shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party, and/or to such other beneficiary (as described below) as the requesting party shall request, certifying (i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that, to the actual knowledge of the responding party, there are no then existing and uncured defaults under the Lease by either County, Agency or Tenant, or, if any such defaults are known, identifying the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the responding party) as may be reasonably requested by the requesting party. Such certificate may designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender) and any such certificate may be relied upon by the Parties. ARTICLE XIV FORCE MAJEURE Unless otherwise specifically provided herein, the period for performance of any nonmonetary obligation by either Party shall be extended by the period of any delay in performance caused by Acts of God, strikes, boycotts, lock -outs, inability to procure materials not related to the price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Premise from being operated in accordance with this Lease, or other reasons beyond the reasonable control of County, Agency, Tenant, or their respective agents or representatives (collectively, "Force Majeure Events"). In no event, however, shall Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its obligations hereunder. Further, nothing herein shall extend the time for performance of any monetary obligation owing under this Lease (including Tenant's obligation to pay Rent owing hereunder). Page 143 80A-253 ARTICLE XV RECORDS AND ACCOUNTS 15.1 Financial Statements. Within one hundred eighty (180) after the end of each accounting year, Tenant shall at his own expense submit to Auditor -Controller and the Agency a balance sheet and income statement prepared by a Certified Public Accountant ("CPA") who is a member of the American Institute of Certified Public Accountants ("AICPA") and the California Society of CPAs, reflecting business transacted on or from the Premises during the preceding accounting year. The Certified Public Accountant must attest that the balance sheet and income statement submitted are an accurate representation of Tenant's records as reported to the United States of America for income tax purposes. At the same time, Tenant shall submit to Auditor - Controller and Agency a statement certified as to accuracy by a Public Accountant who is a member of AICPA and the California Society of CPAs, wherein the total Gross Receipts for the accounting year are classified according to the categories of business established for percentage rent and listed in Section 3.4.1(d) and for any other business conducted on or from the Premises. Tenant shall provide Lessor with copies of any CPA's management letters prepared in conjunction with their audits of Tenant's operations from the Premises. Copies of management letters shall be provided directly to Lessor by the CPA at the same time Tenant's copy is provided to Tenant In the event that when such financial statements are submitted, the Tenant has a budget for the following accounting year, Tenant, at the same time, shall also provide Lessor with such budget. 15.1.1. Tenant acknowledges its understanding that any and all of the Financial Statement submitted to the Lessor pursuant to this Lease become Public Records and may be subject to public inspection and copying pursuant to § § 6250 et. seq. of the California Government Code. 15.1.2. All Tenant's books of account and records and supporting source documents related to this Lease or to business operations conducted within or from the Premises shall be kept and made available at one location within the limits of the County unless an alternative location is approved in writing by the Lessor. Lessor shall, through their duly authorized agents or representatives, have the right to examine and audit said books of account and records and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof in connection with such Sections of this Lease as the Parties mutually and reasonably agree the audit is relevant thereto. 15.2 Reports. In the event that the Tenant commissions, requests or is required to produce any reports related to the physical condition of the Improvements or Premises, Tenant shall submit copies of such reports to Lessor along with the financial statements required above in Section 15.1. ARTICLE XVI OPERATIONAL OBLIGATIONS OF TENANT 16.1 Standards of Operation. 16.1.1. Tenant shall operate the Premises in a manner reasonably comparable to other comparable facilities or businesses within the County of Orange. Tenant shall at all times during the Term provide adequate security measures to reasonably protect persons and property on the Premises. Page 144 80A-254 16.1.2. The ultimate purpose of this Lease is to permit the construction and operation of a multifamily affordable residential rental development, including permanent supportive housing, in accordance with Section 4.1.1. Accordingly, Tenant covenants and agrees to operate said Premises fully and continuously to accomplish said purposes and not to abandon or vacate the Premises at any time 16.1.3. The facilities on the Premises shall be operated during normal business hours, subject to any temporary interruptions in operations or closures due to ordinary maintenance and repair and any Force Majeure Event, defined in Article XIV above. 16.2 Protection of Environment. Tenant shall take all reasonable measures available to: 16.2.1. Avoid any pollution of the atmosphere or littering of land or water caused by or originating in, on, or about Tenant's facilities. 16.2.2. Maintain a reasonable noise level on the Premises so that persons in the general neighborhood will be able to comfortably enjoy the other facilities and amenities in the area. 16.2.3. Prevent the light fixtures of the Premises from emitting light that could negatively affect the operation of cars, boats, or airplanes in the area. 16.2.4. Prevent all pollutants from Tenant's operations on the Premises from being discharged, including petroleum products of any nature, except as may be permitted in accordance with any applicable permits or as permitted by applicable Law. Tenant and all of Tenant's agents, employees and contractors shall conduct operations under this Lease so as to ensure that pollutants do not enter the municipal storm drain system (including but not limited to curbs and gutters that are part of the street systems), or directly impact receiving waters (including but not limited to rivers, creeks, streams, estuaries, lakes, harbors, bays and the ocean), except as may be permitted by any applicable permits or as permitted by applicable law. 16.2.5. The Lessor may enter the Premises in accordance with Section 4.5 and/or review Tenant records at all reasonable times to assure that activities conducted on the Premises comply with the requirements of this Section. 16.3 On -Site Manager. Tenant shall employ a competent manager who shall be responsible for the day-to-day operation and level of maintenance, cleanliness, and general order for the Premises. Such person shall be vested with the authority of Tenant with respect to the supervision over the operation and maintenance of the Premises, including the authority to enforce compliance by Tenant's agents, employees, concessionaires, or licensees with the terms and conditions of this Lease and any and all rules and regulations adopted hereunder. Tenant shall notify Lessor in writing of the name of the Manager currently so employed as provided in Section 19.20 of this Lease. 16.4 Policies and Procedures to be Established by Tenant. Prior to the completion of construction, Tenant shall submit to Lessor proposed policies and procedures pertinent to the operation of the multifamily affordable residential rental development and manner of providing the uses required by this Lease ("Policies and Procedures"). Page 145 80A-255 ARTICLE XVII LEASEHOLD MORTGAGES 17.1 Definitions. The following definitions are used in this Article (and in other Sections of this Lease): 17.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, or any applicable portion thereof or interest therein. 17.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a Leasehold Mortgage. 17.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, security deed, conditional deed, deed to secure debt or any other security instrument (including any assignment of leases and rents, security agreement and financing statements) held by a Lender by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a purchase money obligation. 17.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a Leasehold Mortgage. 17.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) an approved assignee, transferee or subtenant of the Tenant under this Lease who is or becomes directly and primarily liable to Lessor; and (iii) any further assignee, transferee or subtenant of any of the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. 17.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at any time during the Term of this Lease (with consent of Lessor after prior written notice providing evidence that all requirements of this Lease have been complied with, which consent shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: 17.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after completion; 17.2.2. That Tenant shall not have the power to encumber, and no Leasehold Mortgage shall encumber, Lessor's Fee Interest; 17.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor hereunder; and Page 146 80A-256 17.2.4. Nothing in this Lease shall be construed so as to require or result in a subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold Mortgage, and; 17.2.5. Except as otherwise expressly provided herein, in the event of any conflict between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the provisions of this Lease shall control. Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this Section 17.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant's obligations and liabilities under this Lease. Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to the Premises by foreclosure or deed in lieu thereof, any required consent of the Lessor under this Section 17.2 shall not be unreasonably withheld. 17.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for purposes of giving any notices required by this Article XVII. 17.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same cure period for such default (or act or omission which is the subject matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by County, Agency and the Tenant, to commence and/or complete a cure of such default (or act or omission which is the subject matter of such notice). Lessor shall accept any and all performance by or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action at such Leasehold Mortgagee's option, and hereby authorizes any Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. 17.5 Limitation on Lessor's Termination Right. If following the delivery of notice pursuant to Section 17.4, above, the default by Tenant continues and is not cured by Tenant (or any Page 147 80A-257 Leasehold Mortgagee as allowed under Section 17.4, above), and such failure entitles County and/or Agency to terminate this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall notify in writing each and every Leasehold Mortgagee who has complied with Section 17.3 of Lessor's intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination. If any Leasehold Mortgagee, within such sixty (60) day period, (i) notifies Lessor of such Leasehold Mortgagee's desire to cure such default and initiates such cure and (ii) pays or cause to be paid the amount that is necessary to cure any monetary default as stated in such notice, if any, then Section 17.6 shall apply. The Lessor, at its sole discretion, may permit such additional time as necessary for any Leasehold Mortgagee to commence the cure or make payment(s), as stated herein. If any Leasehold Mortgagee and Limited Partner fails to respond to said notice of termination within the allotted sixty (60) days as consistent with the conditions of this Section 17.5, Lessor are entitled to immediately terminate this Lease. 17.6 Leasehold Mortgagee Foreclosure Period. If any Leasehold Mortgagee complies with Section 17.5 above, then the following provisions shall apply: 17.6.1. If Lessor's notice under Section 17.5 specifies only monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, then such payment shall be deemed to have cured the Event of Default. If Lessor's notice under Section 17.5 specifies both monetary and non -monetary Events of Default or non -monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, as applicable, then the date of termination specified in Lessor's notice shall be extended for a period of twelve (12) months, provided that such Leasehold Mortgagee shall, during such twelve (12) month period: (a) pay or cause to be paid all Rent under this Lease as the same becomes due (subject to the notice and cure rights expressly set forth herein); and (b) continue (subject to any stay as described in Section 17.6.2 below) its good faith efforts to perform (and complete performance of) all of Tenant's nommonetary obligations under this Lease, excepting nonmonetary obligations (whether or not a default exists with respect thereto) that are not then reasonably susceptible of being cured by Leasehold Mortgagee; and (c) commence and pursue with reasonable diligence until completion (subject to any stay as described in Section 17.6.2 below) a judicial or nonjudicial foreclosure or other enforcement of remedies under its Leasehold Mortgage. 17.6.2. In the event of a judicial or non -judicial foreclosure, the twelve (12) month period described in Section 17.6.1, above, shall automatically be extended by the length of any delay caused by any stay (including any automatic stay arising from any bankruptcy or insolvency proceeding involving Tenant), injunction or other order arising under applicable Laws or issued by any court (which term as used herein includes any other governmental or quasi -governmental authority having such power) (the foregoing being collectively referred to as a "Stay"). Further, Leasehold Mortgagee's obligations stated in Section 17.6.1(b) and (c) shall be automatically suspended during any period that any Stay prevents Leasehold Mortgagee from taking any such actions. Nothing herein, however, shall be construed to extend this Lease beyond the Term hereof nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the Event of Default has been cured. If the Event of Default has been cured and the Leasehold Mortgagee shall Page 148 80A-258 discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 17.6.3. In the event the Leasehold Mortgage requires a new lease between the Lessor and the Leasehold Mortgagee, Lessor shall enter into such new lease with the Leasehold Mortgagee pursuant to Section 17.7, below, provided Lessor are provided with the necessary and adequate documents related to the new lease requirements in the Leasehold Mortgage as described in Section 17.7. 17.6.4. So long as any Leasehold Mortgagee is complying with Sections 17.6.1 and 17.6.2 above, then upon the acquisition of Tenant's Leasehold Estate by a Leasehold Foreclosure Transferee, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease; provided that no Leasehold Foreclosure Transferee shall have any liability for the performance of any of the Tenant's obligations under this Lease until the Leasehold Foreclosure Transferee has acquired the Tenant's interest under the Lease, and then the Leasehold Foreclosure Transferee shall be liable for the performance of only those obligations of the Tenant arising from and after the effective date of the Leasehold Foreclosure Transferee's acquisition of the Tenant's Leasehold Estate. Any such Leasehold Foreclosure Transferee shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the effective date on which such Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 17.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold Foreclosure Transferee, upon acquiring title to Tenant's Leasehold Estate without obtaining Lessor's consent and provided it is not in default of any of the provisions of this Lease, shall have a one-time right to assign the Leasehold Estate to an assignee (a) which is an Affiliate of the Leasehold Foreclosure Transferee, or (b) which has substantial experience, or will employ a property management company with substantial experience, managing, maintaining and operating affordable housing developments like that on the Premises. Upon such assignment, the Leasehold Foreclosure Transferee shall automatically be released of all obligations thereafter accruing under this Lease, provided that, substantially concurrently with such assignment, the assignee delivers to Lessor a written agreement assuming Tenant's obligations under the Lease thereafter accruing. Any subsequent Transfers occurring after the one-time assignment permitted under this Section shall be subject to Article X. 17.7 Leasehold Mortgagee's Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor's rights, but other than by reason of a Total Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease ("New Lease") of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options Page 149 80A-259 and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County, Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the Lessor's and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor its reasonable expenses, including reasonable attorneys' fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by Lessor except to the extent that it was applied to cure any default of Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. 17.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority. Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting demands made upon County and/or Agency by multiple Leasehold Mortgagees, Lessor may (subject to any applicable court orders to the contrary) rely on the direction of the Leasehold Mortgagee whose Leasehold Mortgage is recorded first in time in the Official Records of the County, as determined by any national title company. 17.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary contained herein, all condemnation proceeds (other than proceeds payable on account of the value of the Lessor's Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and Page I50 80A-260 paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair and restore the Improvements to the Premises which were damaged or destroyed by such condemnation or casualty (including, without limitation, as required in Article VII following a casualty and in Section 9.4.3 following a condemnation). The handling and disbursement of any such proceeds used to repair or restore the Improvements to the Premises shall be subject to the requirements of such senior Leasehold Mortgage. 17.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder, provided that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the provisions of this Lease. 17.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Lessor pursuant to County and/or Agency's wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof. 17.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees and costs incurred in connection with Lessor's review and/or approval of any documentation which may be required in connection with any Leasehold Mortgage by Tenant as provided herein. 17.13 No Termination, Cancellation, Surrender or Modification. Without the prior written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by mutual agreement of County, Agency and Tenant, (b) Lessor may not accept the surrender this Lease or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) this Lease may not be amended, modified or supplemented (and any action taken in furtherance of any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or cancel this Lease, in whole or in part, no such termination or cancellation shall be or become effective unless Tenant has first received approval in writing by each Leasehold Mortgagee. 17.14 Effect of Foreclosure upon Base Rent. Notwithstanding anything to the contrary contained elsewhere in this Lease, (i) in no event shall any Leasehold Mortgagee (or its designee) be required to pay or cure, in order to prevent the termination of this Lease, to exercise its cure rights hereunder or to obtain a New Lease or otherwise, any Base Rent, and (ii) in no event shall any Leasehold Mortgagee (or its designee) or its (or their) successors and assigns be required to pay or cure any Base Rent which otherwise became due and payable prior to completion of any foreclosure under any Leasehold Mortgage (or acceptance of any assignment or deed in lieu thereof). Page l51 80A-261 ARTICLE XVIII BEST MANAGEMENT PRACTICES 18.1 Tenant and all of Tenant's, subtenant, agents, employees and contractors shall conduct operations under this Lease so as to assure that pollutants do not enter municipal storm drain systems, in violation of applicable Laws, which systems are comprised of, but are not limited to curbs and gutters that are part of the street systems ("Stormwater Drainage System"), and to ensure that pollutants do not directly impact "Receiving Waters" (as used herein, Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans). 18.2 The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant Discharge Elimination System ("NPDES') permits ("Stormwater Permits") to the County of Orange, and to the Orange County Flood Control District ("District") and cities within Orange County, as co-permittees (hereinafter collectively referred to as "NPDES Parties") which regulate the discharge of urban runoff from areas within the County of Orange, including the Premises leased under this Lease. The NPDES Parties have enacted water quality ordinances that prohibit conditions and activities that may result in polluted runoff being discharged into the Stormwater Drainage System. 18.3 To assure compliance with the Stormwater Permits and water quality ordinances, the NPDES Parties have developed a Drainage Area Management Plan ("DAMP") which includes a Local Implementation Plan ("LIP") for each jurisdiction that contains Best Management Practices (`BMPs") that parties using properties within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or structural control that is used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost effective manner. These BMPs are found within the District and/or County's LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as `BMP Fact Sheets") and contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff. 18.4 BMP Fact Sheets that apply to uses authorized under this Lease include the BMP Fact Sheets that are attached hereto as Exhibit C. These BMP Fact Sheets may be modified during the term of the Lease; and the Lessor shall provide Tenant with any such modified BMP Fact Sheets. Tenant, its agents, contractors, representatives and employees and all persons authorized by Tenant to conduct activities on the Premises shall, throughout the term of this Lease, comply with the BMP Fact Sheets as they exist now or are modified, and shall comply with all other requirements of the Stormwater Permits, as they exist at the time this Lease commences or as the Stormwater Permits may be modified. Tenant agrees to maintain current copies of the BMP Fact Sheets on the Premises throughout the term of this Lease. The BMPs applicable to uses authorized under this Lease must be performed as described within all applicable BMP Fact Sheets. 18.5 Tenant may propose alternative BMPs that meet or exceed the pollution prevention performance of the BMP Fact Sheets. Any such alternative BMPs shall be submitted to the Lessor for review and approval prior to implementation. Page l52 80A-262 18.6 Lessor may enter the Premises and/or review Tenant's records at any reasonable time during normal business hours to ensure that activities conducted on the Premises comply with the requirements of this Section. Tenant may be required to implement a self -evaluation program to demonstrate compliance with the requirements of this Section. ARTICLE XIX GENERAL CONDITIONS & MISCELLANEOUS PROVISIONS 19.1 Signs. Tenant agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except (a) as approved in writing in advance by Lessor, which approval may be withheld in the sole and absolute discretion of the Lessor, or (b) required by any of Tenant's lenders, provided that any such signage is in compliance with all applicable Laws. Tenant further agrees not to construct, maintain, or allow billboards or outdoor advertising signs upon the Premises. Unapproved signs, banners, flags, etc., may be removed by Lessor without prior notice to Tenant 19.2 Nondiscrimination. Tenant agrees not to discriminate against any person or class of persons by reason of sex, age (except as permitted by law), race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this Lease. 19.3 Taxes and Assessments. Pursuant to California Revenue and Taxation Code Section 107.6, Tenant is specifically informed that this Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of Tenant, and Tenant shall cause said taxes and assessments to be paid promptly. 19.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to Lessor ("Quitclaim Deed"). The Quitclaim Deed shall then be recorded by Lessor to remove any cloud on title created by this Lease. In the event that the Tenant fails to provide such Quitclaim Deed within five (5) additional business days after written demand by either the County or City, the Parties agree that the County and City will be damaged and entitled to compensation for those damages. Such actual damages will, however, be extremely difficult to ascertain. Therefore, if the Tenant does not provide the required Quitclaim Deed after such notice and cure period, in addition to any other remedy provided by law or equity, the Tenant shall pay the Lessor $2,000 per day for every day that passes until a Quitclaim Deed is delivered, which amount shall be deemed to constitute a reasonable estimate of Lessor's damages and not a penalty. Such amount shall become due and payable by Tenant to Lessor for each calendar day that passes beyond the cure period. Notwithstanding the foregoing, if the Tenant has disputed the termination of the Lease by Lessor, upon a final determination by a court of competent jurisdiction that the Lease has not been terminated, Tenant shall not be subject to payment of the foregoing damages. 19.5 Public Records. Tenant acknowledges that any written information submitted to and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a "public record" open to inspection and copying by the public pursuant to the California Public Records Act (Government Page 153 80A-263 Code §6250, et seq.) ("CPRA") as now in force or hereafter amended, or any Law in substitution thereof, or otherwise made available to the public, unless such information is exempt from disclosure pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any financial statements and records (not including Gross Receipts Statements) and the Lessor determines that the records must be turned over, the Lessor will give Tenant fifteen (15) days' written notice prior to turning over such records so that Tenant can take any necessary action, including, but not limited to, injunctive relief, to prevent Lessor from turning over such financial statements and records. 19.6 Attorney's Fees. In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 19.7 Payment Card Compliance. Should Tenant conduct credit/debit card transactions in conjunction with Tenant's business with the County and/or Agency, on behalf of the County and/or Agency, or as part of the business that Tenant conducts on the Premises, Tenant covenants and warrants that it will during the course of such activities be Payment Card Industry Data Security Standard ("PCl/DSS") and Payment Application Data Security Standard ("PA/DSS") compliant and will remain compliant during the entire duration of its conduct of such activities. Tenant agrees to immediately notify Lessor in the event Tenant should ever become non -compliant at a time when compliance is required hereunder, and will take all necessary steps to return to compliance and shall be compliant within ten (10) days of the commencement of any such interruption. Upon demand by Lessor, Tenant shall provide to Lessor written certification of Tenant's PCl/DSS and/or PA/DSS compliance. 19.8 Right to Work and Minimum Wage Laws. 19.8.1. In accordance with the United States Immigration Reform and Control Act of 1986, Tenant shall require its employees that directly or indirectly service the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. Tenant shall also require and verify that its contractors or any other persons servicing the Premises, pursuant to the terms and conditions of this Lease, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States. 19.8.2. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Tenant shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Premises, in any manner whatsoever. Tenant shall require and verify that all its contractors or other persons servicing the Premises on behalf of the Tenant also pay their employees no less than the greater of the Federal or California Minimum Wage. 19.8.3. Tenant shall comply and verify that its general contractor complies with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Premises or terms and conditions of this Lease. 19.9 Declaration of Knowledge by Tenant. Tenant warrants that Tenant has carefully examined this Lease and by investigation of the site and of all matters relating to the Lease arrangements has fully informed itself as to all existing conditions and limitations affecting the Page l54 80A-264 construction of the Lease improvements and business practices required in the operation and management of the uses contemplated hereunder. 19.10 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California and the City. 19.11 Venue. The Parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 19.12 Headings and Titles. The captions of the Articles or Sections of this Lease are only to assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation of any part hereof. 19.13 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission. In any provision relating to the conduct, acts or omissions of County, the term "County" shall include County's agents, employees, contractors, invitees, successors or others using the Premises with County's expressed or implied permission. In any provision relating to the conduct, acts or omissions of Agency, the term "Agency" shall include Agency's agents, employees, contractors, invitees, successors or others using the Premises with Agency's expressed or implied permission. 19.14 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Lease or any exhibits hereto. 19.15 Successors and Assigns. Except as otherwise specifically provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns. 19.16 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 19.17 Severability. If any term or provision of this Lease is held invalid or unenforceable to any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 19.18 Integration. This Lease, along with any exhibits, attachments or other documents affixed hereto or referred to herein and related Agency permits, constitute the entire agreement Page l55 80A-265 between County, Agency and Tenant relative to the leasing of the Premises. This Lease and such exhibits, attachments and other documents may be amended or revoked only by an instrument in writing signed by County, Agency and Tenant. County, Agency and Tenant hereby agree that no prior agreement, understanding or representation pertaining to any matter covered or mentioned in this Lease shall be effective for any purpose. 19.19 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Any notice, request, demand, direction or other communication sent by electronic mail must be confirmed within by letter mailed or delivered within two business days in accordance with the foregoing. Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (1\4-26) P.O. Box 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo, President and Chief Executive Officer And to: Page l56 80A-266 With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 19.20 Amendments. This Lease is the sole and only agreement between the Parties regarding the subject matter hereof, other agreements, either oral or written, are void. Any changes to this Lease shall be in writing and shall be properly executed by all Parties. 19.21 Limited Partner Cure Rights. In the event the Tenant is a partnership, the Lessor agrees to accept a cure of any Event of Default by Tenant made by any one or more of the Tenant's limited partners as if such cure had been made by Tenant, provided such cure is made in accordance with the applicable provisions of this Lease. 19.22 Dispositions of Abandoned Property. If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises thirty (30) days after such event shall, at County and/or Agency's option, be deemed to have been transferred to County and/or Agency. County and/or Agency shall have the right to remove and to dispose of such property at Tenant's cost, including the cost of labor, materials, equipment and an administrative fee equal to fifteen percent (15%) of the sum of such costs without liability therefor to Tenant or to any person claiming under Tenant, and shall have no need to account therefor. At Lessor's option, Lessor may provide Tenant with an invoice for such costs, which invoice Tenant agrees to pay within fifteen (15) days of receipt. 19.23 Brokers. If Tenant has engaged a broker in this transaction pursuant to a separate agreement, Tenant shall be solely responsible for the payment of any broker commission or similar fee payable pursuant to such separate agreement. Tenant each hereby agree to indemnify and hold the Lessor harmless from and against all costs, expenses or liabilities (including attorney fees and court costs, whether or not taxable and whether or not any action is prosecuted to judgment) incurred by the County and/or Agency in connection with any claim or demand by a person or entity for any broker's, finder's or other commission or fee from the County and/or Agency in connection with the Tenant's entry into this Lease and the transactions contemplated hereby based upon any alleged statement or representation or agreement of the Tenant. No broker, finder or other agent of any Party hereto shall be a third -party beneficiary of this Lease 19.24 No Partnership. This Lease shall not be construed to constitute any form of partnership or joint venture between County, Agency and Tenant. County, Agency and Tenant mutually acknowledge that no business or financial relationship exists between them other than as County, Agency and Tenant, and that County and Agency is not responsible in any way for the debts of Tenant or any other Party. 19.25 Authorization. County, Agency and Tenant (each, a "signing party") each represents and warrants to the other that the person or persons signing this Lease on behalf of the signing party has full authority to do so and that this Lease binds the signing party. Concurrently with the execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of the signing party's board of directors or other governing board authorizing the execution of this Lease by the signing party. Page l57 80A-267 19.26 Recording. This Lease itself shall not be recorded, but in the event that the Tenant encumbers the leasehold as set forth in Article XVII, a memorandum hereof may be recorded in the form of Exhibit D attached hereto (the "Memorandum"). The Memorandum may be executed concurrently with this Lease and thereafter recorded in the Official Records of the County Recorder on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges imposed in connection with the recordation of the Memorandum, including, without limitation, any documentary transfer tax imposed in connection with this transaction and all recording fees and charges. 19.27 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of which is attached to this Lease and incorporated herein in its entirety by this reference: Exhibit A: Legal Description of the Premises Exhibit A-1: Rendering of the Premises Exhibit B: Initial Improvements Exhibit C: Best Management Practices Fact Sheets Exhibit D: Form of Memorandum of Lease 19.28 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, whenever this Lease grants County, Agency and/or Tenant the right to take any action, grant any approval or consent, or exercise any discretion, County, Agency and/or Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the other Parry's reasonable expectations concerning the benefits to be enjoyed under this Lease. 19.29 Counterparts. For the convenience of the Parties to this Lease, this Lease may be executed in several original counterparts, each of which shall together constitute but one and the same agreement. Original executed pages maybe assembled together into one fully executed document. 19.30. No Merger. The interests created by this Lease shall not be extinguished by merger of any or all of the ownership interests the Premises or the Improvements in one person or entity. 19.31 Cooperation of County and Agency. County and Agency hereby agree that (a) Agency staff shall be responsible for administering the operation of the Project to insure it is being used in conformance with this Lease, and (b) Agency staff shall serve as administrator of the Lease with the Tenant and coordinate with the County as necessary. County and Agency hereby agree to work cooperatively and expeditiously to provide written consent (or written refusal to provide consent) to Tenant, the Leasehold Mortgagees and Limited Partner hereunder. [Signatures On Following Pages] Page l58 .o • • IW:P.II:l10 IN WITNESS WHEREOF, the Parties have executed this Lease on the date fast written above. APPROVED AS TO FORM: COUNSEL By: Ryan O. o e, ssistant City Attorney Date WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co., LLC, a California limited liability company, its Administrative General Partner By: Frank Cardone, President By: Supportive Housing LLC, a California limited liability company By: A Community of Friends, a California nonprofit public benefit corporation, its sole member/manager By: Dora Leong Gallo, President and Chief Executive Officer LESSOR HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY a public body, corporate and politic By: Steven A. Mendoza, Executive Director Date Page159 80A-269 IN WITNESS WHEREOF, the Parties have executed this Lease on the date first written above. APPROVED AS TO FORM: SONIA CARAVALHO AUTHORITY GENERAL COUNSEL By: Ryan O. Hodge, Assistant City Attorney Date TENANT WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co., LLC, a California limited liability company, its Administrative General Partner By: Frank Cardone, President By: Supportive Housing LLC, a California limited liability company By: A Community of Friends, a California nonprofit public benefit corporation, its sole member/manager R Executive LESSOR Dora Leong Gallo, President and Chief Officer HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY a public body, corporate and politic By: Steven A. Mendoza, Executive Director Date Page l59 80A-270 APPROVED AS TO FORM: COUNTY OF ORANGE, a political subdivision of COUNTY COUNSEL the State of California By: Deputy Thomas A. Miller, Chief Real Estate Officer Date Orange County, California Page I60 80A-271 EXHIBIT 4 Washington Santa Ana Housing Partners, L.P. 18201 Von Karman Avenue, Suite 900 Irvine, CA 92612 P: (949) 660-7272 January 31, 2020 Mr. Judson Brown Housing Division Manager City of Santa Ana Community Development Agency 20 Civic Center Plaza M-25, P.O. Box 1988 Santa Ana, California 92702 RE: Acceptance of terms of Option Agreement and Ground Lease Mr. Brown, Washington Santa Ana Housing Partners, L.P., the California limited partnership formed by The Related Companies of California, LLC and A Community of Friends, has reviewed and accepted the terms of the Option Agreement and the Ground Lease. If you have any questions, please don't hesitate to call me at (949) 660-7272. Washington Santa Ana Housing Partners, L.P., a California limited partnership By: Related/Washington Santa Ana Development Co.. LLC. a California limited liability company, its Administrative General Partner Bv: Name: Liane Takano Title: Authorized Signatory 80A-272 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Page l61 80A-273 Exhibit A Legal Description of the Premises The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That certain parcel of land situated in the City of Santa Ana, County of Orange, State of California, being that portion of Parcel 1 of Parcel 73035 described in the Grant Deed recorded July 24, 1991, Instrument No. 91-387576 of Official Records, together with that portion of Parcel 73034 described in the Grant Deed recorded November 15, 1991, Instrument No. 91- 626431 of Official Records, lying southwesterly and westerly of those three (3) courses and the Northwesterly extension of course Three (3) thereof, in the State Right of Way as shown on a map filed in Book 194, pages 28 through 36 inclusive of Record of Surveys in said Office of said County Recorder, said Three (3) courses being shown on sheet 2 of said map as: 1) North 21' 00' 58" West 286.98; 2) North 32' 46' 23" West 157.90; 3) North 25' 03' 45" West 62.42'. EXCEPTING THEREFROM: That portion of above said Parcel 1, lying within the limits of the Washington Avenue Cul-De-Sac as shown on said Sheet 2 of said Map. APN: 398-092-14 That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 80A-274 EXHIBIT A-1 RENDERING OF THE PROPERTY Page l62 80A-275 E HBIT4 L 20 I �n r V L/NMN g seE so.-ea_�>-,,,a, �•, i V 41 STREEF rl "T o ro .B mO L O C q y w W ^ to Z '2 C) x FULLER HS5TREE T 2 % 7�sL OA ti Va W�m L O? . rA \ i Q N< m 1 1I t N M1 R 2 �O q 6 S 2 q zb H m 6 �x m� P-9 A 11 G3 0 'n e v TM a h 'V Ic y Ln ma IO n sasrxroBB 2Z2 4VFNU ci Z {e' d� A m �o• GRAND 7 — A✓ENUE *rye 1! 'a 400-26 80A-276 g QO EXHIBIT B INITIAL IMPROVEMENTS The proposed Project includes the development of two residential buildings with 86 units surrounding two interior, landscaped courtyard/amenity spaces. The Project includes 16 studio units, 26 one bedroom units, 22 two -bedroom units, 17 three -bedroom units, and 5 four -bedroom units. All units will be flat apartments located on the first, second, third and fourth floors. In addition, a proposed sound wall is being positioned along the eastern property line adjacent to the US Interstate 5 ramp. Approximately 3,500 square foot of interior community amenities and leasing offices is designed to accommodate supportive and management services. The Project will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) for Orange County of which 43 units will be set -aside for Permanent Supportive Housing (PSH), with one exempt 2-bedroom managers unit. The unit mix and rent restrictions are as follows, provided, however, the rent and income restrictions applicable to the Project shall be set forth in and subject to the terms of the County Loan Regulatory Agreement: Bedroom Size 30% AMI (PSH) 30% AMI Manager's Unit Total Units Studios 16 16 One -Bedroom 26 26 Two -Bedroom 1 20 1 22 Three -Bedroom 17 17 Four -Bedroom 5 5 TOTAL 43 42 1 86 Page 163 80A-277 EXHIBIT C Best Management Practices (`BMPs" Fact Sheets) Best Management Practices can be found at: http://www.ocwatersheds.com/documents/bmp which website may change from time to time. BMPs apply to the TENANT's defined Premises and BMPs also apply to the TENANT's Contractor therefore TENANT shall cause Contractor to be responsible for implementing and complying with all BMP Fact Sheet requirements that apply to construction activity with respect to the Improvements, and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. TENANT is to be aware that the BMP clause within this Lease, along with all related BMP Exhibits, may be revised, and may incorporate more than what is initially being presented in this Lease. Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown below and can be found at: http://www.oewatersheds.com/documents/bmp/industrialcommercialbusinessesactivities (which website may change from time to time): IC3 Building Maintenance IC4 Carpet Cleaning IC6 Contaminated or Erodible Surface Areas IC7 Landscape Maintenance IC9 Outdoor Drainage from Indoor Areas IC10 Outdoor Loading/Unloading of Materials IC12 Outdoor Storage of Raw Materials, Products, and Containers IC14 Painting, Finishing, and Coatings of Vehicles, Boats, Buildings, and Equipment IC15 Parking & Storage Area Maintenance IC17 Spill Prevention and Cleanup IC21 Waste Handling and Disposal IC22 Eating and Drinking Establishments IC23 Fire Sprinkler Testing/Maintenance IC24 Wastewater Disposal Guidelines Page l64 80A-278 EXHIBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum") made and entered into as of this day of 120 , by and between the County of Orange, a political subdivision of the State of California, the Housing Authority of the City of Santa Ana, a public body, corporate and politic (collectively, the "Lessor") and , ("Tenant"), residing at , upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term. The Term of the Lease shall be Sixty -Five (65) years from the Effective Date as stated in the written Lease. The Term shall commence on the date hereof and terminate Sixty -Two (62) years from the Commencement Date, which is the date on which a Certificate of Occupancy is issued for the Project, provided, however the Term shall be no longer than sixty five (65) years from the Effective Date. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: County of Orange c/o CEO/Corporate Real Estate 333 W. Santa Ana Blvd, 3rd Floor Santa, Ana, CA 92702 Attn: Chief Real Estate Officer And to: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Page l65 80A-279 If to Tenant: c/o The Related Companies of California, LLC 19201 Von Karman Avenue, Suite 900 Irvine, CA 92612 Attention: President c/o A Community of Friends 3701 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Attention: Dora Leong Gallo And to: With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor Los Angeles. CA 90071 Attention: Lance Bocarsly, Esq. 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for informational purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and assigns. Page l66 Fi 1 i l IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum pursuant to due authorization on the dates herein acknowledged. COUNTY: By: Name: Title: AGENCY: By: Name: Title: TENANT: By: Name: Title: Name: Title: Page l67 80A-281 1010111-1110 RESOLUTION NO. A RESOLUTION OF THE HOUSING AUHTORITY OF THE CITY OF SANTA ANA GRANTING CONSENT TO THE ORANGE COUNTY HOUSING AUTHORITY TO ADMINISTER PROJECT -BASED VOUCHERS IN THE CITY OF SANTA ANA WHEREAS, the Housing Authority of the City of Santa Ana ("Agency") is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Santa Ana; and WHEREAS, on July 2, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with the Related Companies of California to enter into negotiations for a sixty-two (62) year ground -lease of 1126 E. Washington Ave for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092- 13 and 398-092-14) ("Project'); and WHEREAS, on July 2, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -commitment letter with the Related Companies of California for $3,971,440 in affordable housing funds consisting of $963,951 in Neighborhood Stabilization Program funds and $3,007,489 in HOME Investment Partnerships Program funds, for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14); and WHEREAS, California Health and Safety Code Section 34209 allows the Orange County Housing Authority to allocate and administer Project -Based Vouchers in the City of Santa Ana with the consent of the City Council of the City of Santa Ana; and WHEREAS, the Orange County Housing Authority intends to administer Project -Based Vouchers in the City of Santa Ana for the development of the Crossroads at Washington affordable housing project located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14); and WHEREAS, the Project is vital to and in the best interest of City and the health, safety and welfare of its residents, and is in accordance with the public purposes of applicable state and local laws. NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA: Section 1. The City Council finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. 80A-282 1010111-1110 Section 2. The City Council hereby grants consent to the Orange County Housing Authority to administer project -based vouchers in the City of Santa Ana for the development of the Project. Section 3. This Resolution shall take effect immediately upon its adoption by the Housing Authority, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney �q� Ry r O. H U ge Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor O 80A-283 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2019. Date: Clerk of the Council City of Santa Ana Fj A 101011I:1190 MEMORANDUM OF AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF SANTA ANA REGARDING REGIONAL HOUSING NEEDS ALLOCATIONS FOR FUTURE HOUSING ELEMENT PLANNING PERIODS This Memorandum of Agreement ("MOU") between the County of Orange, a political subdivision of the State of California ("County") and the City of Santa Ana, a chartered city and municipal corporation ("City"), is dated, for the convenience of the parties, as the first date upon which it is executed by both the County and the City, as shown by the signatures of their authorized representatives below, and the various obligations established hereby shall take effect as provided herein. RECITALS A. The City and County have entered into a Joint Powers Agreement dated as of , 2020 ("Agreement') regarding the future development of multiple parcels of land in the City of Santa Ana comprising approximately 2.28 acres and commonly referred to as the Crossroads at Washington site (APNs 398-092-13 and 398-092-14, as and hereafter, the "Property"). The Property is depicted in greater particularity on Exhibit A hereto. The City has approved a development proposal for the Property (the "Project") which proposal is more particularly described in those certain documents entitled 'PRE -COMMITMENT LETTER" dated July 2, 2019. B. To further support of this Project, Orange County Board of Supervisors approved a loan in the amount of $2,280,701 on February 25, 2020, toward the completion of 43 units within the Project. C. The Orange County Board of Supervisors, acting as the Board of Commissioners to the Orange County Housing Authority, also approved the use of 43 Project -Based Housing Choice Vouchers on February 25, 2020, to further assist in the success of this Project. D. The County desires to rely on housing proposed as part of the Project to meet certain affordable housing obligations imposed on the County by state law. Pursuant to Article 10.6 (the "Housing Element Law") (Government Code sections 65580 - 65589.8) of Chapter 3 of the Planning and Zoning Law, the Southern California Association of Governments ("SCAG") periodically adopts and assigns a Regional Housing Needs Assessment ("RHNA") allocation for each county and city in the County of Orange, including Orange County and the City of Santa Ana. Under the Housing Element Law, each city and county must periodically revise the housing element of its general plan utilizing the latest RHNA allocation adopted by SCAG. The next required revision to the housing elements of the City and County is designated as the sixth required revision by Government Code Section 65588, and is identified by SCAG as the 2021-2029 housing element planning period ("2021-29 Planning Period"). E. The Agreement between the City and County provides in Section 6 that the City and County may enter into a RHNA allocation transfer agreement as allowed under Government Code Section 65584.07 or any successor statute ("Section 65584.07") providing for Crossroads at Washington RHNA Allocation Transfer Agreement 80A-285 101011I:1190 the transfer to the City of Santa Ana of some share of the County's RHNA allocation obligation for the sixth housing element planning period, provided that certain requirements of the Agreement are satisfied. This MOU is intended by the County and the City to serve as the RHNA allocation transfer agreement contemplated by Section 6 of the Agreement as may be amended pursuant to Section 14 of this agreement and to attain approval by SCAG. F. Approval of the Project and successful implementation of the MOU will allow the County to meet its RHNA for the 2021-29 Planning Period and obtain a certified housing element. This MOU provides for RHNA allocation transfers from the County to the City in the2021-29 Planning Period. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the Parties hereto mutually agree as follows: 1. Housing Site. The City has identified the specific portion of the Property zoned Transit Village (TV) in the Transit Zoning Code (the "Housing Site"), as shown in Exhibit B hereto, as an available site for housing in its 2021-2029 housing element, and intends to issue, upon application, residential building permits for construction of 85-units of extremely low- income housing on the Housing Site during the 2021-29 Planning Period, while the Housing Site remains in the City's jurisdiction, in order to satisfy the City's RHNA allocation obligation for the 2021-29 Planning Period. The City will receive RHNA credit for all of the units on the Housing Site. 2. Transfer of RHNA Allocation Shares. a. Very Low -Income Unit Transfer. For the 2021-29 RHNA Planning Period (or as that planning period may be adjusted by SCAG, the Department of Housing and Community Development, or statute), upon SCAG's adoption of a final RHNA, the County and City shall jointly apply to SCAG to transfer 20 units from the County's RHNA allocation to the City. Ibis would result in a reduction of the County's RHNA allocation of -very -low units by 20 units and an increase to the City's RHNA allocation of very -low units by 20 units, as provided for and in conformance with the requirements of Government Code section 65584.07. Accordingly, upon SCAG's approval, the City's RHNA allocation of very -low units will increase by 20 units and the County's RHNA allocation of very -low units shall decrease by 20 units, as allowed under Government Code section 65584.07. For purposes of this paragraph, "very low-income units" shall mean units where the household income for eligibility to live in the unit does not exceed 30% of the local area median income (AMI) as established by state and federal law. b. Moderate Unit Transfer. Additionally, the County's RHNA allocation of moderate -income units shall be reduced proportionally in conformance with the requirements of Government Code section 65584.07. To fulfill the obligations set forth in Government Code section 65584.07, the County and City shall jointly apply to SCAG to transfer 22 moderate units from the County's RHNA allocation to the City. This would result in a reduction of to reduce the County's RHNA Crossroads at Washington RHNA Allocation Transfer Agreement 80A-286 101011I:1190 allocation of moderate units by 22 units and to an increase to the City's RHNA share allocation of moderate units by 22 units of the County's original RHNA allocation. Accordingly, upon SCAG's approval, the City's share of its RHNA allocation of moderate units will increase by 22 units of the County's original allocation and the County's RHNA allocation of moderate will decrease by 22 units of the County's original allocation. For purposes of this paragraph, "moderate units" shall mean units where the household income for eligibility to live in the unit does not exceed 120% of the local area median income (AMI) as established by state and federal law. c. The Parties agree that the land and financial commitments found in the Recitals to assist in the success of the Project is full and adequate consideration for the RHNA allocation transfers contemplated in this Section 2. 3. RHNA Methodologies: Parties Obligations. SCAG may determine the City and County's RHNA for the 2021-2029 Planning Period and subsequent revisions of the housing element in one of two ways. SCAG may make the determination based on its methodology adopted under Government Code Section 65584.04. Upon SCAG's adoption of a final RHNA, the County and City shall jointly apply to SCAG to reduce the County's RHNA allocation as described in Section 2., above, and to increase the City's RHNA allocation as described in Section 2., above. 4. Cooperation. The City and County shall take all steps reasonably necessary to comply with the Government Code section 65584.07 to implement this MOU, including but not limited to, providing the appropriate documentation to SCAG or any other agency, as required. The parties agree to work together to obtain SCAG and any other approval where required to effectuate this MOU. City further agrees that it will utilize the revised RHNA allocation that includes the transfer of RHNA shares contemplated by this MOU in preparing the City s 2021- 2029 Planning Period and subsequent housing element revisions, as applicable. 5. Indemnification. City shall, to the extent permitted by law, indemnify, defend, and hold harmless the County and it officers, agents, and employees, from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon the negligence or wrongful act or omission of City or its City Council, boards and commissions, officers, agents, volunteers, or employees, in approving this MOU. County shall, to the extent permitted by law, indemnify, defend, and hold harmless the City and its officers, agents, and employees, from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising out of, or based upon the negligence or wrongful act or omission of County or its Board of Supervisors, committees and commissions, officers, agents, volunteers, employees, in approving this MOU. 6. Time. Time is of the essence in this MOU. Crossroads at Washington RHNA Allocation Transfer Agreement 80A-287 101011I:1190 7. Management. Except as otherwise provided in this MOU, the approval of both the City and County shall be required for decisions regarding management and disposition of the Joint Property. 8. Successors and Assigns. This MOU shall be binding upon and shall inure to the benefit of the County and City and their respective heirs, personal representatives, successors and assigns. Neither Party shall have the right to assign this MOU or any interest or right under this MOU without the prior written consent of the other Party. 9. No Attorneys' Fees. In any action between the Parties to interpret, enforce, award, modify or rescind any of the terms or provisions of this MOU, or any action otherwise commenced or taken in connection with this MOU, both Parties shall be responsible for their respective litigation costs and attorneys' fees, except as provided in Section 5, above, regarding indemnity. 10. Jurisdiction and Venue. This MOU shall be construed under the laws of the State of California in effect at the time of the signing of this MOU. The Parties consent to the jurisdiction of the California courts with venue in County of Orange. 11. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this MOU or of any of its terms. Reference to section numbers are to sections in this MOU, unless expressly stated otherwise. 12. Interpretation. As used in this MOU, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This MOU shall be interpreted as though prepared jointly by both Parties. 13. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this MOU to be performed by the other Party shall not be construed as a waiver of any such breach or succeeding breach or of the same or other covenants, agreements, restrictions or conditions of this MOU. 14. Modifications. Any alteration, change or modification of or to this MOU, to become effective, shall be made in writing and in each instance signed on behalf of each Party. 15. Severability. If any term, provision, condition or covenant of this MOU or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this MOU, and the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 16. Cooperation. Each Party agrees to cooperate with the other in the execution of this MOU and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this MOU including, but not limited to, releases or additional agreements. 17. Counterparts. This MOU may be signed in multiple counterparts which, when signed by all Parties, shall constitute a binding agreement. Crossroads at Washington 4 RHNA Allocation Transfer Agreement 80A-288 101011I:1190 18. Notices. Any notice requirement set forth herein shall be in writing and delivered to the appropriate party at the address listed in this subparagraph. Addresses for notice may be changed from time to time by written notice to the other party. All communications shall be effective when actually received; provided, however, that nonreceipt of any communication as the result of a change in address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. To County: County of Orange Attn: County Executive Office, Real Estate 333 W. Santa Ana Boulevard, 3rd Floor Santa Ana, CA 92701 To City: City of Santa Ana Attn: Housing Manager 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by their respective governing bodies on the dates set forth opposite their signatures. Crossroads at Washington RHNA Allocation Transfer Agreement 80A-289 101011I:1190 COUNTY: COUNTY OF ORANGE, a political subdivision of the State of California By: Dated: Name: Title: Chairwoman, Board of Supervisors APPROVED AS TO FORM: OFFICE OF COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA Deputy SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRWOMAN OF THE BOARD PER GC § 25103, RESO. 79-1535 Attest: ROBIN STIELER Clerk of the Board of Supervisors of Orange County, California pro 10"J s W60 fimT�7-v I�' lZo1�0 80A-290 iM:N:11:1106" RWA g�I • . By: yyyF i' ATTEST: By: City Clerk CITY: CITY OF SANTA ANA, a municipal corporation and charter city By: _ Dated: 80A-291 101011I:1190 Crossroads at Washington RHNA Allocation Transfer Agreement Exhibit A [PROPERTY LEGAL DESCRIPTION] Exhibit A 80A-292 100111-11190 Exhibit A Legal Description of the Premises The land referred to is situated in the County of Orange, City of Santa Ana, State of California, and is described as follows: That certain parcel of land situated in the City of Santa Ana, County of Orange, State of California, being that portion of Parcel 1 of Parcel 73035 described in the Grant Deed recorded July 24, 1991, Instrument No. 91-387576 of Official Records, together with that portion of Parcel 73034 described in the Grant Deed recorded November 15, 1991, Instrument No. 91- 626431 of Official Records, lying southwesterly and westerly of those three (3) courses and the Northwesterly extension of course Three (3) thereof, in the State Right of Way as shown on a map filed in Book 194, pages 28 through 36 inclusive of Record of Surveys in said Office of said County Recorder, said Three (3) courses being shown on sheet 2 of said map as: 1) North 21' 00' S8" West 286.98; 2) North 320 46' 23" West 157.90; 3) North 250 03' 45" West 62.42'. EXCEPTING THEREFROM: That portion of above said Parcel 1, lying within the limits of the Washington Avenue Cul-De-Sac as shown on said Sheet 2 of said Map. APN: 398-092-14 That portion of the land allotted to Maria Ygnacia Alvarado De Moreno, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District, in and for Los Angeles County, California, described as follows: Beginning at a point 1584.0 feet north and 301.05 feet west of an iron axle set at the intersection of the centerlines of Fourth Street and Grand Avenue; thence North 717.80 feet; thence West 606.90 feet; thence South 717.80 feet; thence East 606.90 feet to the point of beginning. EXCEPTING THEREFROM: That portion lying southeasterly of the northwesterly line of that certain 104.00 foot strip of land described in Parcel A of Deed to the City of Santa Ana, recorded June 25, 1970 in Book 9327, page 72 of Official Records. ALSO EXCEPTING THEREFROM: That portion described as Parcel C in said Deed to the City of Santa Ana. ALSO EXCEPTING THEREFROM: That portion conveyed in the deed to the State of California recorded January 10, 1992, Instrument 92-15188 of Official Records. APN: 398-092-13 80A-293 101011I:1190 Crossroads at Washington RHNA Allocation Transfer Agreement Exhibit B [HOUSING SITE DESCRIPTION] Esliibit B 80A-294 ^s E HIBIT6 )N) 20 19 V � � T v A� V LINC04N '� sec oo+-so-a-aoa. w i L 1.0 1 I � I N O < I W oO QO' 4933 FULLER �,O'c CO OA � wOti ' a - F L� Pr'O '� Oi $ SmEET B' y STREET 2 ma.rx d4 W i a y m�t v m I / m V lO / co y b Zk a E,5,000 ZAVENUE 0 Z a m GRAND / I — AVENUEN1 400-26 80A-295 co SUBSTANTIAL AMENDMENT TO THE CITY OF SANTA ANA NEIGHBORHOOD STABILIZATION PROGRAM (NSP 1, 2 and 3) The City of Santa Ana recommends a "Substantial Amendment" to the Neighborhood Stabilization Program 1, 2, and 3 (NSP) to reallocate funds to a newly added activity. The City of Santa Ana is proposing to: Add the Crossroads at Washington affordable housing project as a new NSP Activity. Reallocate $963,951 in NSP 1, 2 and 3 funds to the Crossroads at Washington affordable housing project. The proposed use of NSP 1, 2 and 3 funds will allow the City to increase the housing stock and provide suitable housing for low and moderate -income residents. In particular, the funds will be used to complete the development of the Crossroads at Washington affordable housing project. Due to the project's development costs, the project requires funding from the NSP Program. The reallocation and obligation of NSP 1, 2, and 3 dollars to this project will allow the developer to secure their remaining financing, including Low -Income Housing Tax Credits, needed to complete the project. Attached is a "New Activity" sheet providing a detailed description of the Crossroads at Washington affordable housing project. 80A-296 NEW ACTIVITY (1) Activity Name: Crossroads at Washington Affordable Housing Project (2) Activity Type: NSP Eligible Use: Redevelopment NSP Eligible Property: Vacant Property Eligible Activity: New Construction Activities (24 CFR 570.201(d)) Specific Activity: Construct new affordable housing development (3) National Objective: 24 CFR 570.208(a)(3) - LMMH - Rent the residential property to family at or below 120% AMI. (4) Projected Start Date: December 2020 (5) Projected End Date: February 2023 (6) Responsible Organization: City of Santa Ana Community Development Agency - Housing Division 20 Civic Center Plaza Post Office Box 1988 Santa Ana, CA 92702 Attn: Judson Brown, Hosing Division Manager Tel: (714) 667-2241 ibrownCcDsanta-ana.org (7) Location Description: The Crossroads at Washington affordable housing project is located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092- 14). (8) Activity Description: The proposed project will consist of a new transit -oriented affordable housing community on 2.28 acres located at 1126 and 1146 Washington Avenue and the County of Orange parcel directly to the south of 1126 and 1146 Washington Avenue. The site is currently vacant, and positioned within walking distance from the Santa Ana Regional Transportation Center — a key transit hub for not only Orange County, but all of Southern California. The Project site is on two (2) contiguous undeveloped parcels, one fronting E. Washington Avenue on the northern half of the site (Housing Authority - owned parcel) and one parcel directly south of the Housing Authority -owned 80A2 297 parcel (County -owned parcel). The five original buildings located on the site were demolished in the 1990s by CalTrans during a freeway -widening project. As a vacant and undeveloped site, there is an opportunity to imagine a newly designed site that will truly meet the needs of the local community. The entire site is designated District Center (DC) in the City of Santa Ana 1998 General Plan and zoned Transit Village (TV) in the Transit Zoning Code. The proposed Project includes the development of one residential building, subdivided into three (3) residential portions, with 86 units surrounding two interior landscaped courtyard and amenity spaces. Developed at an overall density of 37.7 units per acre, there will be 16 studios, 26 one -bedrooms units, 22 two - bedroom units, 17 three -bedroom units, and 5 four -bedroom units. All units will be apartments located on the first, second, and third floors. (9) Total Budget: This Activity will use $963,951 in NSP 1, 2 and 3 Program funds. (10) Performance Measures The Project will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) of which 43 units will be set - aside for Permanent Supportive Housing, with one exempt 2-bedroom manager's unit. The large bedroom units align with the City's priorities and needs while the Permanent Supportive Housing units meets the County's priorities. The proposed unit mix and rent restrictions are as follows: Bedroom Size 30% AMI (PSH) 30%AMI Manager's Unit Total Units Studios 16 16 One -Bedroom 26 26 Two -Bedroom 1 20 1 22 Three -Bedroom 17 17 Four -Bedroom 1 1 6 1 1 6 TOTAL 1 43 1 42 1 1 1 86 80A- 298